Section 6A: By-laws; contents
Section 6A. A corporation may make, amend and repeal by-laws in the manner prescribed in and subject to sections sixteen and seventeen of chapter one hundred and fifty-six B, substituting members for stockholders. A corporation may prescribe by its by-laws the manner in which and the officers and agents by whom its purposes may be accomplished. Instead of the directors and other officers to be elected at the first meeting, the corporation may have a board of other officers with the powers of directors, and presiding, financial and recording officers with the powers of president, treasurer and clerk.
The clerk shall be a resident of the commonwealth unless the corporation shall have a duly appointed resident agent. Any corporation which shall fail to have either a clerk of the corporation who is a resident of the commonwealth or a duly appointed resident agent shall forfeit not more than five hundred dollars to be recovered in the manner described in section one hundred and thirteen of chapter one hundred and fifty-six B.
Except as otherwise expressly provided, a corporation may by its by-laws determine the manner of calling and conducting its meetings; the number of members which shall constitute a quorum; the mode of voting by proxy; and the tenure of office of the directors and officers and the manner of their selection and removal; and may annex suitable penalties to such by-laws, not exceeding twenty dollars for one offense; but no by-law inconsistent with law shall be made by a corporation. Special meetings of the members may be called by the president or the directors, and shall be called by the clerk, or in the case of the death, absence, incapacity or refusal of the clerk, by any other officer, upon written application of members representing at least ten percent of the smallest quorum of members required for a vote upon any matter at the annual meeting of members. In case none of the officers is able and willing to call a special meeting, the supreme judicial or superior court, upon application of said number of members, shall have jurisdiction in equity to authorize one or more of such members to call a meeting by giving such notice as is required by law.
Unless the corporation's articles of organization or by-laws otherwise provide, a member may vote in person or by proxy. No proxy dated more than six months before the meeting named therein shall be valid and no proxy shall be valid after the final adjournment of such meeting. A proxy purporting to be executed by or on behalf of a member shall be deemed valid unless challenged at or prior to its exercise and the burden of proving invalidity shall rest on the challenger.
[ Two paragraphs added by 2023, 2, Sec. 21 effective March 31, 2023. See 2023, 2, Sec. 83.]
The board of directors may, unless otherwise provided in the articles of organization or bylaws, authorize any annual, regular or special meeting of members to be held in-person at a physical location, by means of remote communication or by a hybrid model with both a physical location and a means of remote communication. Subject to the articles of organization, bylaws, guidelines or procedures as the board of directors may adopt, members not physically present at the designated location of a meeting of the members may, by means of remote communication: (i) participate in a meeting of members; and (ii) be deemed, to the same extent as members physically present at a designated location, to be: (A) present; and (B) authorized to vote.
Pursuant to the fifth paragraph, the corporation shall implement reasonable measures to:
(i) verify that each person deemed present and authorized to vote at the meeting by means of remote communication is a member;
(ii) provide members a reasonable opportunity to participate in the meeting and vote on matters submitted to the members, including an opportunity to read or hear the proceedings of the meeting substantially concurrently with such proceedings; and
(iii) maintain a record of any vote or other action a member takes at a meeting by means of remote communication.