SECTION 1: Section 3.02 of Chapter 156D of the Massachusetts General Laws is hereby amended in subsection (1) by adding the following language after the word “name;”

except as provided in subsection (c) below;

SECTION 2: Section 3.02 of Chapter 156D of the Massachusetts General Laws is hereby amended by adding the following language after subsection (b);

(c) The powers of a business corporation do not include assertion, based on the purported religious belief or moral conviction on the part of the corporation, its officers, or directors, of exemptions from, or claims or defenses against, federal or state law prohibiting discrimination, as applied to conduct, activities, or transactions occurring wholly or partly within the commonwealth.

(d) In any court proceeding concerning conduct, activities, or transactions that are alleged to violate both state law prohibiting discrimination, including but not limited to chapters 149, 151B, or 272, and federal law addressing the same conduct, activities, or transactions, and for which a business corporation organized under this chapter has asserted exemptions, claims, or defenses under federal law that are excluded from the powers of a business corporation under subsection (c), the president and treasurer of such corporation and any officers or agents having the management of such corporation shall be jointly and severally liable for all liabilities arising under state law from such conduct, activities, or transactions.

SECTION 3: Section 15.05 of Chapter 156D of the Massachusetts General Laws is hereby amended by striking out subsections (b) and (c) and inserting in place thereof the following subsections:

Section 15.05. EFFECT OF FILING OF CERTIFICATE

(b) A foreign corporation authorized to do business in the commonwealth has the same but no greater rights and has the same but no greater privileges as, and except as otherwise provided by this chapter is subject to the same duties, restrictions, penalties, and liabilities now or later imposed on, a domestic corporation of like character. The restriction in section 3.02(c) shall apply to a foreign corporation authorized to do business in the commonwealth in the same manner as a domestic corporation.

(c) Subject to the constitution of the commonwealth, a foreign corporation’s organization and internal affairs and the liability of its stockholders and directors shall be governed by the laws of the jurisdiction under which it is organized, except that section 3.02(d) shall apply to a foreign corporation in the same manner as a domestic corporation. A foreign corporation may not be denied the authority to transact business in the commonwealth by reason of any difference between such laws and the laws of the commonwealth.