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The 189th General Court of the Commonwealth of Massachusetts

Section 13: Board of directors; clerk; directors and officers; records of meetings

Section 13. The business and affairs of every such corporation shall be managed by a board of not less than 5 and, except as otherwise provided by law, not more than 15 directors. The shareholders shall elect the directors, each of whom shall be a citizen of the United States and at least a majority of whom shall be citizens of the commonwealth and residents of the commonwealth. Directors shall be divided into 3 classes as nearly equal in number as possible and 1 of such classes shall be elected annually for a term of 3 years; provided, that during the minimum time necessary to accomplish the foregoing, 1 of said classes may be elected for a term of 1 year and 1 for a term of 2 years. All vacancies in the board or in any office may be filled by the board of directors for the unexpired term. A number of directors, not exceeding 2, may be elected by vote of a majority of the directors then in office if the by-laws so prescribe. The directors may employ such additional assistance and appoint or constitute such committees and advisory directors as they may deem necessary and determine the reasonable compensation therefor. The directors may authorize the continuance as honorary directors of those persons who shall have served as directors for 10 years or more and such honorary directors may be designated by the directors for an indefinite term and shall not be included in determining the minimum number of directors or the number of directors to be elected annually as provided herein. No such honorary director shall be deemed to be an officer or member of the board of directors of such corporation, nor shall such honorary director receive compensation or be required to attend meetings or be authorized or required to perform any duties. Except as otherwise provided in the by-laws, the directors may delegate to any officers, assistants and employees such functions, powers and authority as the directors deem advisable.

The clerk of the corporation shall be chosen by the shareholders, and the president, vice president, treasurer, assistant treasurers, if any, and other officers whose election is not otherwise herein expressly provided for, shall be chosen by the board of directors.

All directors and other officers shall be elected by ballot and shall be shareholders when nominated and elected. Each officer when appointed or elected shall take an oath that such officer will faithfully and impartially discharge the duties devolving upon such officer, and the fact that the oath has been taken shall be entered in the records of the corporation; and if a person appointed or elected does not, within 30 days thereafter, take the oath, the office shall thereupon become vacant. All officers shall continue to hold their offices until their successors shall have been chosen and qualified.

If an officer ceases to be a shareholder, the office may be declared vacant by the board of directors. If a director fails both to attend the regular meetings of the board and to perform any of the duties devolving upon such director for 6 consecutive months, the office may be declared to be vacant by the board at the next regular meeting and if such director so fails for 12 consecutive months, the office shall be declared to be vacant by the board at the next regular meeting. A record of any vacancy shall be entered upon the books of the corporation and a transcript shall be sent by mail to the person whose office has been made vacant.

The office of any director who seeks, or against whom, an order of relief is entered in a personal capacity, pursuant to Title 11 of the United States Code, or who, on examination in a supplementary process proceeding, has been found unable to pay a judgment, shall thereby be vacated. A record of any such vacancy shall be entered upon the books of the corporation. Any director whose office is so vacated shall again be eligible to serve as a director upon: the receipt of a discharge in bankruptcy under chapter 7 of said Title 11; the completion of all payments required pursuant to a plan of reorganization under chapter 11 of said Title 11; the completion of all payments under a plan of debt adjustment under chapter 13 of said Title 11; or the payment of said judgment.

The records of all meetings of the corporation shall be read at such meetings by a shareholder other than the clerk and the records of all meetings of the board of directors shall be read at such meetings by a director.