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General Laws

Section 5. Corporations which would otherwise be within the application of this chapter pursuant to clause (a) of section three, but which were created before March eleventh, eighteen hundred and thirty-one by any special act not subject to amendment, alteration or repeal by the general court, may, at a legal meeting of the stockholders duly called therefor, by vote of two thirds of each class of stock outstanding and entitled to vote, adopt the provisions of this chapter. A certificate of such vote signed under the penalties of perjury by the president or a vice president and the clerk or an assistant clerk shall be submitted to the state secretary. Such vote shall become effective when such certificate is filed in accordance with section six, and thereupon such corporation and its directors, officers and stockholders shall be entitled to all the rights, privileges and immunities and be subject to all the liabilities set forth in this chapter, and no director, officer or stockholder in such corporation shall be liable for debts of the corporation contracted after the filing of such certificate except for the causes and in the manner provided in this chapter.

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