ADMINISTRATION OF THE GOVERNMENT (Chapters 1 through 182)
Section 7. The shareholders of every such corporation shall make and adopt the necessary by-laws consistent with law for the government of its affairs. Copies of all by-laws and changes therein or additions thereto or other amendments thereof shall be filed with the commissioner immediately upon their adoption. All such by-laws, changes, additions and other amendments shall be effective on the date they are filed with the commissioner.
The by-laws shall provide for and determine as follows:
(a) The time and place for holding the annual meeting of the shareholders and the periodic meeting of the board of directors.
(b) The manner of calling meetings of the shareholders and of the board of directors, including special meetings;
(c) The number necessary to constitute a quorum at meetings of the shareholders and of the board of directors, respectively;
(d) The voting qualifications of members at shareholders’ meetings;
(e) The monthly bank day;
(f) The number, title, eligibility, powers and duties of directors, other officers and committees, their terms of office, and the manner of their election or appointment and of their removal;
(g) The manner in which the by-laws may be amended; and
(h) That the clerk of the corporation shall give notice of all regular and special meetings of the shareholders by publishing notice thereof, at least seven days before the meeting, in one or more newspapers published in the city or town wherein the main office of the corporation is situated or, if there is no newspaper published therein, then in a newspaper published in a nearby city or town in the same county; and for this purpose a newspaper which by its title page purports to be printed or published in such city, town or county and which has a circulation therein, shall be deemed to have been published therein. Such notice shall state the day, hour and place of the meeting and shall contain a brief statement of the nature of the business to be acted upon, except as may be provided in the by-laws with respect to the removal of officers and directors.
The board of directors shall meet at intervals of not more than two months; provided however, that upon application in writing by the corporation, the commissioner may waive or modify this requirement. Unless the articles of incorporation or the by-laws otherwise provide, members of the board of directors or any committee designated thereby may participate in a meeting of such board or committee by means of a conference telephone or similar communications equipment by means of which all persons participating in the meeting may simultaneously hear each other, and participation by such means shall constitute presence in person at a meeting. Members may transmit any written authorizations that may be required during the meeting by electronic facsimile or other commercially acceptable transmission.
The by-laws may also provide for such other matters relative to the business and affairs of the corporation as appropriate to exercise all powers necessary, convenient or incidental to the purposes for which the corporation was formed.