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General Laws

Section 8D. If doubts arise as to the legality of the organization of any corporation created by special charter for a purpose mentioned in this chapter, which is in the exercise of its franchise, or as to the regularity or sufficiency of the proceedings of any such corporation, whether created by special charter or formed under the general laws, in consequence of failure subsequent to the organization to comply with the directions or requirements of any statute, the stockholders, at a special meeting called for the purpose in the manner provided in section thirty-four of chapter one hundred and fifty-six B, may by vote confirm such defective proceedings and all subsequent proceedings of the corporation dependent thereon. The clerk or an assistant clerk shall thereupon under the penalties of perjury make a certificate setting forth the particular matters especially causing a doubt, and a copy of the call of the meeting and of the vote of the stockholders, and the date of holding the meeting, which he shall submit to the state secretary. The certificate shall become effective when filed in accordance with section six of chapter one hundred and fifty-six B and thereupon such proceedings shall be taken to be legal and valid as fully as if the requirements of the statutes had been satisfied.

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