Session Laws

Be it enacted by the Senate and House of Representatives in General Court assembled, and by the authority of the same, as follows:

SECTION 1. Paragraph (a) of section 13 of chapter 156B of the General Laws, as appearing in the 1986 Official Edition, is hereby amended by striking out clause (5) and inserting in place thereof the following clause:-

(5) if more than one class of stock is authorized, a distinguishing designation for each class and, prior to the issuance of any shares of a class, if shares of any other class are outstanding, a description of the preferences, voting powers, qualifications, and special or relative rights or privileges of that class and of each other class of which shares are outstanding, and of each series then established within any class.

SECTION 2. The first sentence of section 18 of said chapter 156B, as amended by section 2 of chapter 186 of the acts of 1986, is hereby further amended by striking out, in line 2, the words "or note" and inserting in their place the words:- , note or expenses.

SECTION 3. Said chapter 156B is hereby further amended by striking out section 26, as most recently amended by section 5 of said chapter 186, and inserting in place thereof the following section:-

Section 26. If the articles of organization so provide, the directors may determine, in whole or in part, the preferences, voting powers, qualifications, and special or relative rights or privileges of (1) any class of stock before the issuance of any shares of that class or (2) one or more series within a class before the issuance of any shares of that series. Each series of a class shall have a distinguishing designation.

If shares of any class or series are restored to the status of authorized but unissued shares pursuant to section twenty-one A, such shares may be reissued, either as shares of the same class and series or as shares of one or more other series within the same class, the terms of which are determined by the directors in accordance with this section.

Prior to the issuance of any shares of a class or series having terms so determined by the directors other than a reissue of restored shares as shares of the same class and series pursuant to the second paragraph, the corporation shall submit to the state secretary a certificate signed by the president or a vice president and by the clerk or an assistant clerk setting forth the text of the vote of the directors determining the terms of the class or the number of shares and the terms of any series, the date of adoption of such vote, and a certification that such vote was duly adopted by the directors.

Such certificate shall constitute an amendment of the articles of organization, and shall become effective when filed in accordance with section six.

SECTION 4. Said chapter 156B is hereby further amended by inserting after section 38 the following section:-

Section 38A. Following any change in the fiscal year previously adopted, a certificate of such change, signed under the penalties of perjury by the clerk or an assistant clerk, shall be filed with the state secretary.

SECTION 5. The provisions of sections one and three of this act shall apply to all certificates submitted pursuant to section twenty-six of chapter one hundred and fifty-six B of the General Laws before or after the effective date of this act, such that any description of any class or series contained in any such certificate constituted a valid description of that class or series for purposes of clause (5) of paragraph (a) of section thirteen of said chapter one hundred and fifty-six B as to all shares issued after the date of filing of such certificate.