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The 190th General Court of the Commonwealth of Massachusetts

Section 33: Stockholders' meeting

Section 33. There shall be an annual meeting of the stockholders, and the time and place of holding it, and the manner of conducting it, shall be fixed by the by-laws. All meetings of stockholders shall, unless the by-laws otherwise provide, be held in the commonwealth; and shall be called, and notice thereof given, in the manner provided in the by-laws of the corporation; or, if the by-laws make no provision therefor, shall be called by the president, and a written notice, stating the place, day and hour thereof, given by the clerk, at least seven days before such meeting, to each stockholder by leaving such notice with him or at his residence or usual place of business, or by mailing it, postage prepaid, and addressed to each stockholder at his address as it appears upon the books of the corporation. Unless the by-laws otherwise provide, a majority in interest of all stock issued and outstanding and entitled to vote shall constitute a quorum, but if at any annual meeting or at any other meeting held for the purpose of electing officers less than a majority of the stock is represented, no election of officers shall take place.

Notices of all meetings of stockholders shall state the purposes for which the meetings are called. No notice of the time, place or purpose of any regular or special meeting of the stockholders shall be required, if every stockholder, or his attorney thereunto authorized, by a writing filed with the records of the meeting, waives such notice.