Compiled from the official malegislature.gov General Laws API on 2026-07-07. Chapter index: https://malegislature.gov/Laws/GeneralLaws (API: https://malegislature.gov/api/Chapters/180)
Section 1. This chapter shall apply to all corporations whenever established, except so far as such application may be inconsistent with provisions still in force of any special acts of incorporation, enacted before March eleventh, eighteen hundred and thirty-one, and not subject to amendment, alteration or repeal by the general court, or with provisions of any special acts of incorporation enacted after October first, nineteen hundred and seventy-one. All corporations existing on October first, nineteen hundred and seventy-one and their directors, officers, members and stockholders shall be entitled to all the rights, privileges and immunities and be subject to all the liabilities set forth in this chapter to the same extent as corporations formed under this chapter and their directors, officers and members; provided that this chapter shall not take away or impair any remedy which may exist by law against a corporation existing on said date, its directors, officers, members or stockholders, for a liability incurred prior thereto. All corporations shall be subject to such laws as may be enacted after October first, nineteen hundred and seventy-one affecting or altering their corporate rights or duties or dissolving them.
Section 2. In this chapter the following words shall, unless a contrary intention appears, have the following meanings:— (a) ''articles of organization'', the articles of organization of a corporation, including any special acts, as from time to time restated or amended, including articles of merger or consolidation; (b) ''by-laws'', the code or codes of rules adopted for the regulation or management of the affairs of the corporation irrespective of the name or names by which such rules are designated; (c) ''corporation'', a domestic corporation (i) heretofore established either by general or special law for any one or more of the purposes mentioned in section four or (ii) organized under this chapter on or after October first, nineteen hundred and seventy-one; (d) ''directors'' or ''board of directors'', the directors of a corporation, including persons and officers having the powers of directors; (e) ''member'', one having membership rights, whether or not designated as a member, in a corporation in accordance with the provisions of its articles of organization or by-laws. (f) ''public charity'', a corporation holding funds subject to the provisions of section eight of chapter twelve.
Section 3. One or more persons, of the age of eighteen years or more in the case of natural persons, may act as incorporators to form a corporation for any of the purposes mentioned in section four. The corporation shall be formed in the manner prescribed in and subject to section thirty of chapter sixty-nine, section two B of chapter one hundred and fifty-five and sections eleven, twelve and thirteen of chapter one hundred and fifty-six B, except that the corporation shall have no capital stock, the articles of organization shall omit references to stock and stockholders, the articles of organization shall specify the purposes for which the corporation is formed and the corporation may not assume a name that is misleading as to its corporate purposes. A corporation may have one or more classes of members. If the corporation has one or more classes of members, the designation of such class or classes, the manner of election or appointment, the duration of membership and the qualification and rights, including voting rights, of the members of each class shall be set forth in the articles of organization or the by-laws. If a corporation does not have members, any action or vote required or permitted by this chapter to be taken by members of the corporation shall be taken by action or vote of the same percentage of the directors of the corporation. The articles of organization, in addition, may state a provision eliminating or limiting the personal liability of officers and directors to the corporation or its members for monetary damages for breach of fiduciary duty as an officer or director notwithstanding any provision of law imposing such liability; provided, however, that such provision shall not eliminate or limit the liability of an officer or director (i) for any breach of the officer's or director's duty of loyalty to the corporation or its members, (ii) for acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law, or (iii) for any transaction from which the officer or director derived an improper personal benefit. No provision adopted pursuant to the provisions of this paragraph shall eliminate or limit the liability of an officer or director for any act or omission occurring prior to the date upon which such provision becomes effective.
Section 3A. Whenever any document authorized or required to be filed with the state secretary under any provision of this chapter has been so filed and is an inaccurate record of the corporate action therein referred to, or was defectively or erroneously executed, such instrument may be corrected by filing with the state secretary a certificate of correction of such document which shall be executed and filed in accordance with this section. The certificate of correction shall specify the inaccuracy or defect to be corrected and shall set forth that portion of the document in corrected form. The corrected document shall be effective as of the date the original document was filed, except as to those persons who are substantially and adversely affected by the correction and as to those persons the corrected instrument shall be effective from the filing date.
Section 4. A corporation may be formed for any one or more of the following purposes: (a) for any civic, educational, charitable, benevolent or religious purpose; (b) for the prosecution of any antiquarian, historical, literary, scientific, medical, chiropractic, artistic, monumental or musical purpose; (c) for establishing and maintaining libraries; (d) for supporting any missionary enterprise having for its object the dissemination of religious or educational instruction in foreign countries; (e) for promoting temperance or morality in the commonwealth; (f) for fostering, encouraging or engaging in athletic exercises or yachting; (g) for encouraging the raising of choice breeds of domestic animals and poultry; (h) for the association and accommodation of societies of Free Masons, Odd Fellows, Knights of Pythias or other charitable or social bodies of a like character and purpose; (i) for the establishment and maintenance of places for reading rooms, libraries or social meetings; (j) for establishing boards of trade, chambers of commerce and bodies of like nature; (k) for providing nonprofit credit counseling services, as defined in section four A; (l) for encouraging agriculture or horticulture; for improving and ornamenting the streets and public squares of any city or town by planting and cultivating ornamental trees therein and also otherwise improving the physical aspects of such city or town and furthering the recreation and enjoyment of the inhabitants thereof; (m) for the purpose of purchasing, holding, preserving and maintaining burial grounds in accordance with the provisions of chapter one hundred and fourteen; (n) for establishing a not-for-profit association of employers as authorized by section twenty-five E of chapter one hundred and fifty-two, including such not-for-profit associations of employers organized as nonprofit corporations. If a corporation is formed under this chapter for the purpose of rendering one or more professional services as defined in chapter one hundred and fifty-six A, the relationship between the corporation or an employee thereof rendering professional service and the person receiving such service shall be the same as if such corporation or employee rendered such service to said person as an individual practitioner, including any liability arising out of the rendering of such service.
Section 4A. Credit counseling services as used in this chapter shall mean (a) the providing of financial and budgetary advice and judgment to individuals in connection with the creation of a budgetary plan; or (b) the creation of a plan whereby an individual turns over an agreed amount of his income to a nonprofit credit counseling corporation which distributes it to his creditors in accordance with a plan which they have approved and which may provide for smaller payments or a longer term than the original contract; or (c) the providing of educational services relating to the use of credit; or (d) any combination of these. No person, other than an attorney or a nonprofit charitable corporation organized under the provisions of this chapter, shall render those credit counseling services specified in clause (b). Each such corporation shall comply with the provisions of section eight F of chapter twelve. Any such corporation formed for credit counseling purposes shall not engage in the practice of law. If it appears that an individual receiving credit counseling services needs legal advice or counsel, he shall be referred to an attorney of his own choice, the local bar association referral service, or a local legal aid program, whichever course may seem most appropriate.
Section 5. Before making and issuing a certificate of incorporation to or approving a change of location of the principal office of a corporation formed for any of the purposes described in section four or approving the change of name of any corporation formed as aforesaid which is subject to section twenty-six, the state secretary may forward a statement to the aldermen of any city, except Boston, or to the selectmen of any town, where such corporation occupies or uses or is to occupy or use any premises for the transaction of any of its corporate activities, and, if such premises are or are to be in Boston, to the police commissioner, giving a list of the applicants for incorporation or the officers of the corporation seeking to change its name or location, the purposes of such proposed incorporation or change of name as stated by them, the location of the premises occupied or used or proposed to be occupied or used, which shall include the street and number, if any, and all other facts which may be stated in the application for incorporation or the petition for approval of change of name or location. The mayor and aldermen, selectmen or police commissioner, upon the receipt of such statement, shall immediately make investigation for the purpose of ascertaining whether any of the proposed incorporators, or officers of the petitioning corporation, or any other persons known to be, or apparently, identified with the said proposed or petitioning corporation as members, employees or otherwise, and actually participating or to participate in the management of its affairs, or in the direction of its business, have been engaged in the illegal selling of alcoholic beverages, as defined in section one of chapter one hundred and thirty-eight, or in keeping places or tenements used for illegal gaming, or any other business or vocation prohibited by law, or are persons of ill repute, or whether any location to be occupied is unsuitable, and shall forthwith report to the state secretary all the facts ascertained. If, in his opinion, it appears from said report or otherwise that a probable purpose or probable result of the formation of the proposed corporation or of the proposed change of name or location is or will be to cover or shield any illegal business or practices, or any business not within the scope of the expressed corporate purposes, he shall refuse to issue a certificate of incorporation or approve the change of name or location, as the case may be.
Section 6. A corporation shall have in furtherance of its corporate purposes the powers specified in paragraphs (a) to (d), inclusive, and clause (k) of section nine of chapter one hundred and fifty-six B and the power to convey land to which it has a legal title. Except as otherwise provided in its articles of organization, a corporation shall have in furtherance of its corporate purposes all of the other powers specified in said section nine except those provided in paragraph (m). To the extent provided in its articles of organization, a corporation shall have the powers specified in sections nine A and nine B of said chapter one hundred and fifty-six B, except that a corporation which constitutes a public charity shall not have the power specified in said section nine B. No power referred to above shall be exercised in a manner inconsistent with this chapter or any other chapter of the General Laws, but this chapter shall not limit or reduce any powers of corporations whether general or special existing on October first, nineteen hundred and seventy-one. Corporations organized under this chapter or corresponding provisions of earlier laws exclusively for religious purposes shall have the right to purchase, hold, preserve and maintain burial grounds; provided, that no land shall be so used for burial purposes unless such use shall have been permitted and approved in accordance with the provisions of chapter one hundred and fourteen. Any corporation may hold real and personal estate to an unlimited amount, which estate or its income shall be devoted to the purposes set forth in its charter or articles of organization or in any amendment thereof, and it may receive and hold, in trust or otherwise, funds received by gift or bequest to be devoted by it to such purposes; this provision shall be applicable notwithstanding the specification of a limited amount in any special law. Indemnification of directors, officers, employees and other agents of a corporation and persons who serve at its request as directors, officers, employees or other agents of another organization or who serve at its request in a capacity with respect to any employee benefit plan may be provided by it to whatever extent shall be specified in or authorized by (i) the articles of organization or (ii) a by-law adopted by the incorporators pursuant to section three or by the members or (iii) a vote adopted by a majority of the members entitled to vote on the election of directors. The provisions of this section shall apply to by-laws adopted by the incorporator regardless of whether such by-laws were authorized or adopted at any time prior to the effective date of this act.
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. 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.
Section 6B. If members of a corporation are entitled to vote on any corporate action but are not entitled to vote on action proposed under section seven or eight A, the corporation shall give to such members prior notice of any action proposed under said section seven or eight A. Such notice shall be given in any manner reasonably likely to make such members aware of the proposed action, and a defect in the giving of such notice shall not invalidate or otherwise affect such action.
Section 6C. A director, officer or incorporator of a corporation shall perform his duties as such, including, in the case of a director, his duties as a member of a committee of the board upon which he may serve, in good faith and in a manner he reasonably believes to be in the best interests of the corporation, and with such care as an ordinarily prudent person in a like position with respect to a similar corporation organized under this chapter would use under similar circumstances. In performing his duties, a director, officer or incorporator shall be entitled to rely on information, opinions, reports or records, including financial statements, books of account and other financial records, in each case presented by or prepared by or under the supervision of (1) one or more officers or employees of the corporation whom the director, officer or incorporator reasonably believes to be reliable and competent in the matters presented, or (2) counsel, public accountants or other persons as to matters which the director, officer or incorporator reasonably believes to be within such person's professional or expert competence, or (3) in the case of a director, a duly constituted committee of the board upon which he does not serve, as to matters within its delegated authority, which committee the director reasonably believes to merit confidence, but he shall not be considered to be acting in good faith if he has knowledge concerning the matter in question that would cause such reliance to be unwarranted. A director, officer or incorporator of a corporation shall not be liable for the performance of his duties if he acts in compliance with this section.
Section 6D. Following any change in the board with the power of directors, and presiding financial and recording officers with the powers of president, treasurer, and clerk, the corporation may file in the office of the state secretary a certificate of such change signed under penalties of perjury by the recording officer.
Section 7. A corporation may authorize, by vote of two-thirds of its members entitled to vote thereon or, in the case of a corporation having capital stock, the holders of two-thirds of its capital stock entitled to vote thereon at a meeting duly called for the purpose, with notice given as provided in section six B, any amendment of its articles of organization, including a change of its purposes or name, or a restatement of its articles of organization which restatement may affect any permitted amendment; provided, however, that any provision added to or change made in its articles of organization by such amendment could have been included in, and any provision deleted thereby could have been omitted from, original articles of organization filed at the time of such meeting; and provided also, that no articles of amendment or restated articles of organization shall be approved and filed by the state secretary (i) if as a result thereof the name of a corporation subject to section twenty-six would be changed, until after approval of such change by the state secretary, or (ii) if the purposes of any corporation are to be amended to include purposes which are such that the articles of organization of a corporation newly organized under this chapter for such purposes must be approved by any department or officer of this commonwealth as a condition of organization under this chapter, until after approval of the articles of amendment or the restated articles of organization by such department or officer. Articles of amendment shall be signed and submitted to the state secretary in the manner prescribed in and subject to section seventy-two of chapter one hundred and fifty-six B, and restated articles of organization shall be signed and submitted to the state secretary in the manner prescribed in and subject to section seventy-four of said chapter one hundred and fifty-six B.
Section 7A. A corporation that is unable to comply with section seven or section ten may petition the state secretary for any amendment to its articles of organization, or for a restatement of its articles of organization, authorized by said section seven or for approval of articles of consolidation or merger authorized by said section ten. The petition shall state the relief sought and the reason for inability to comply, shall contain a list of the officers and members of the corporation, so far as they are known, and shall be signed under the penalties of perjury by an officer or member. The state secretary may require the petitioner to supply information as to what attempt, if any, has been made to secure the vote required to comply with said section seven or said section ten with respect to the proposed action, as well as any other pertinent information, and may direct the petitioner to give further notice to the persons entitled to vote, so far as they are known, by publication or otherwise, in such manner as he shall specify. If the state secretary becomes satisfied that the proposed action is approved by such persons entitled to vote as have expressed an opinion in relation thereto, or of a reasonable proportion thereof, and if he finds that the petition otherwise conforms to the provisions of law, he shall endorse his approval thereon, and the document shall be filed and otherwise dealt with in accordance with section seven or section ten as the case may be and other applicable provisions of law, and shall be treated in all respects as an amendment to or restatement of the articles of organization, or as articles of consolidation or merger as the case may be.
Section 8A. (a) A corporation may authorize, by vote of two-thirds of its members entitled to vote thereon or, in the case of a corporation having capital stock, by the holders of two-thirds of its capital stock entitled to vote thereon, at a meeting duly called for the purpose, with notice given as provided in section six B, the sale, lease, exchange or other disposition of all or substantially all of its property and assets upon such terms and conditions as it deems expedient, except that no such vote shall be required if such transaction does not involve or will not result in a material change in the nature of the activities conducted by the corporation. (b) The authorization by members of the mortgage or pledge of, or granting of a security interest in, property or assets of a corporation shall not be necessary except to the extent that the corporation's articles of organization or by-laws provide otherwise. (c) A corporation constituting a public charity shall give written notice to the attorney general not less than thirty days before making any sale, lease, exchange, or other disposition not referred to in subsection (b) of all or substantially all of its property and assets if that sale, lease, exchange or other disposition involves or will result in a material change in the nature of the activities conducted by the corporation, except that no such notice shall be required if a written waiver of such notice is executed by the attorney general before or after such sale, lease, exchange or other disposition. A certificate signed by an officer of the corporation which states that notice was not required, that notice was given, or that notice was waived by the attorney general, with respect to any sale, lease, exchange or other disposition of property by the corporation shall be conclusive in favor of any purchaser, lessee, transferee or other person relying thereon for purposes of determining compliance with the provisions of this subsection. (d)(1) A nonprofit acute-care hospital, as defined in section 25B of chapter 111, or a nonprofit health maintenance organization as defined in chapter 176G shall give written notice of not less than 90 days to the attorney general and to the commissioner of public health if such notice concerns a nonprofit health maintenance organization, before it enters into a sale, lease, exchange, or other disposition of a substantial amount of its assets or operations with a person or entity other than a public charity. No such notice shall be required if a written waiver of such notice is executed by the attorney general. When investigating the proposed transaction, the attorney general shall consider any factors that the attorney general deems relevant, including, but not limited to, whether: (i) the proposed transaction complies with applicable general nonprofit and charities law; (ii) due care was followed by the nonprofit entity; (iii) conflict of interest was avoided by the nonprofit entity at all phases of decision making; (iv) fair value will be received for the nonprofit assets; and (v) the proposed transaction is in the public interest. (2) The attorney general shall assess the entity proposing to receive such assets or operations for reasonable costs related to, and shall expend such amounts for the review of the proposed transaction, as determined by the attorney general to be necessary. Such reasonable costs may include expert review of the transaction, a process for educating the public about the transaction and obtaining public input, and administrative costs. All materials filed by the parties in the course of the attorney general's review shall be made available for public inspection pursuant to section 10 of chapter 66 and section 7 of chapter 4. (3) The attorney general shall, during the course of his investigation, hold at least one public hearing, in a location convenient to the population served by the nonprofit entity, at which any person may file written comments and exhibits or appear and make a statement. At least 21 days in advance of the public hearing, the nonprofit entity shall publish notice of the hearing in a newspaper of general circulation where the entity is located. The notice shall include the name of the nonprofit entity, the name of the acquirer, or other parties to the proposed transaction, the nature of the proposed transaction and the anticipated consideration that will be paid by the acquirer. In addition, the notice shall offer to provide to any person upon request to the nonprofit entity a detailed summary of the proposed transaction and copies of all transaction and collateral agreements. As defined in section 7 of chapter 4, compliance with this notice requirement will not require disclosure of confidential trade secret, commercial or financial information contained in schedules or exhibits of those agreements. (4) If a charitable fund results from the transaction, and if the nonprofit entity making the disposition does not continue its operation of a nonprofit hospital or nonprofit health maintenance organization, the governance of the charitable fund shall be subject to review by the attorney general and approval by the court. The governance of the charitable fund shall be broadly based in the community historically served by the predecessor nonprofit acute care hospital or health maintenance organization and shall be independent of the new for-profit entity. The attorney general shall conduct a public hearing in connection with his review of the plan for the governance of the resulting charitable fund. An appropriate portion of any resulting proceeds shall, if determined to be necessary by the attorney general, be used for assistance in the development of a community-based plan for the use of the resulting charitable fund. (5) The entity receiving such assets or operations shall, if determined to be necessary by the attorney general in consultation with the department of public health, provide the funds, in an amount determined by the commissioner of public health, for the hiring by the department of public health of an independent health care access monitor to monitor and report quarterly to the attorney general, the department of public health and the committee on health care on community health care access by the entity, including levels of free care provided by the entity. The funding shall be provided for three years after the transaction. The entity receiving such assets or operations shall provide the monitor with appropriate access to the entity's records in order to enable the monitor to fulfill this function. To prevent the duplication of any information already reported by the entity, the monitor shall, to the extent possible, utilize data already provided by the entity to the center for health information and analysis under chapter 12C or to any other agency. No personal identifiers shall be attached to any of the records obtained by the monitor and all such records shall be subject to the privacy and confidentiality provisions of section 70E of chapter 111. (6) No officer, director, incorporator, member, employee, staff, physician, expert or advisor of the nonprofit entity making the disposition shall derive improper benefit from the transaction. The officers, directors, incorporators, members, senior managers, staff, physicians, experts and advisors of the nonprofit entity making the disposition shall be prohibited from investing in the for-profit entity for a period of three years following such disposition.
Section 9. Any civic, educational, charitable, benevolent, church or cemetery organization created or organized under the laws of the commonwealth, the evidence of the corporate existence of which is not on file in the records of the state secretary by reason of the destruction of records or by reason of the fact that it was organized before such recording was required, may file such evidence with the state secretary. The evidence of corporate existence shall include, so far as originals are available, copies of agreements of association and articles of organization or similar documents, and a certificate executed by the president, treasurer, clerk and a majority of the directors, setting forth, so far as known, the history and present status of the corporation and its structure such as would have been disclosed by the filing of the original corporation documents and amendments thereto. The state secretary, if satisfied of its corporate existence, shall endorse his approval upon such copies of the agreement of association and articles of organization or similar documents and upon such certificate, and, upon receipt of a filing fee of five dollars, shall file the same in his office, and shall issue a certificate of incorporation, in such form as he shall determine, dated as of the earliest date upon which such documents shall indicate the corporation to have been in existence. Any civic, educational, charitable, benevolent, church or cemetery organization to which a certificate of incorporation is so issued shall thereafter comply with the provisions of the general laws relating to similar corporations.
Section 10. (a) Any two or more corporations as defined in section two and any such corporation and any other corporations organized under other laws of the commonwealth, if such other laws permit, may consolidate to form a new corporation, or may merge into a single corporation which may be any one of the constituent corporations, in the manner specified in this section. If one or more of such corporations constitutes a public charity, then the consolidated or surviving corporation shall be a public charity. (b) Such corporations as desire to consolidate or merge shall enter into an agreement of consolidation or merger signed by an authorized officer of each corporation which shall set forth: (i) the names of the corporations proposing to consolidate or merge and the name of the resulting or surviving corporation; (ii) the purposes of the resulting or surviving corporation; (iii) the terms and conditions of the consolidation or merger, including, in the case of any constituent corporation having capital stock, the method of retiring and cancelling such stock; and (iv) the manner of fixing the effective date of the consolidation or merger, which shall be fixed as provided in section seventy-eight of chapter one hundred and fifty-six B. The agreement of consolidation or merger may contain such other provisions as are permitted by section three to be included in the articles of organization of a corporation organized under this chapter, together with any provisions deemed necessary or desirable in connection with the consolidation or merger, including without limitation, a provision permitting the abandonment thereof, which are not inconsistent with the provisions of this chapter. (c) The agreement of consolidation or merger shall be adopted by each of the constituent corporations by vote of two-thirds of its members entitled to vote thereon or, in the case of a constituent corporation having capital stock, by the holders of two-thirds of its capital stock entitled to vote thereon at a meeting duly called for the purpose in the manner prescribed in section seventy-eight of chapter one hundred and fifty-six B. (d) (1) Unless such agreement to consolidate or merge is abandoned pursuant to its provisions, articles of consolidation or merger shall be submitted to the state secretary in the manner prescribed in and subject to section seventy-eight of chapter one hundred and fifty-six B and shall become effective as provided in said section seventy-eight of said chapter one hundred and fifty-six B; provided, however, that no articles of consolidation or merger shall be approved and filed by the state secretary (i) if as a result thereof the location of a constituent corporation subject to section twenty-six would be changed, until after approval of such change by the state secretary, or (ii) if the purposes of the resulting or surviving corporation are such that the articles of organization of a corporation newly organized under this chapter for such purposes must be approved by any department or officer of this commonwealth as a condition of organization under this chapter, until after approval of the articles of consolidation or merger by such department or officer. (2) The resulting or surviving corporation shall file a copy of the articles of consolidation or merger certified by the state secretary in the registry of deeds in each district within the commonwealth in which real property of any constituent corporation is situated or in lieu of such certified copy, a certificate issued by the state secretary in such form as he shall prescribe evidencing the filing and approval of articles of consolidation or merger hereunder, except that no filing need be made with respect to real property of a constituent corporation which is the surviving corporation of a merger.
Section 10A. (a) Any one or more corporations as defined in section two may consolidate or merge with one or more other corporations organized under the laws of any other state or states of the United States, if the laws of such other state or states permit. The constituent corporations may consolidate to form a new corporation, which may be a corporation of the state under the laws of which any one of the constituent corporations is organized, or they may merge into a single corporation which may be any one of the constituent corporations; provided, however, that if one or more of the constituent corporations constitutes a public charity governed by this chapter, the resulting or surviving corporation shall constitute a public charity governed by this chapter. (b) (1) Such corporations as desire to consolidate or merge shall enter into an agreement of consolidation or merger which shall specify the state under the laws of which the resulting or surviving corporation is organized. If the resulting or surviving corporation is to be a corporation governed by this chapter, such agreement of consolidation or merger shall comply with the provisions of section ten. (2) If the resulting or surviving corporation is to be governed by the laws of a state other than the commonwealth, the agreement of consolidation or merger shall comply with the applicable laws of the state, and the resulting or surviving corporation shall agree in the articles of consolidation or merger that it may be sued in this commonwealth for any prior obligations of any constituent domestic corporation, any prior obligation of any constituent foreign corporation qualified under subdivision A of Part 15 of chapter 156D, or any other obligation thereafter incurred by the resulting or surviving corporation, so long as any liability remains outstanding against the corporation in this commonwealth, and it shall irrevocably appoint the state secretary as its agent to accept service of process in any action for the enforcement of the obligation, including taxes, in the manner as provided in subsections (d), (e), (f) and (g) of subdivision A of Part 15 of said chapter 156D. (c) (1) The agreement of consolidation or merger shall be adopted by each of the constituent corporations in accordance with the laws of the state under which it is organized, and, in the case of a corporation governed by this chapter, in the manner provided in section ten. (2) Unless such agreement is abandoned pursuant to its provisions, articles of consolidation or merger shall be signed and submitted to the state secretary in the manner prescribed in and subject to section seventy-eight of chapter one hundred and fifty-six B, and in the case of one or more constituent corporations organized under the laws of any other state, section seventy-nine of said chapter one hundred and fifty-six B, and shall become effective as provided in said section seventy-nine of said chapter one hundred and fifty-six B; provided, however, that if the resulting or surviving corporation is to be a corporation governed by this chapter, no articles of consolidation or merger shall be approved and filed by the state secretary (i) if as a result thereof, the location of a constituent corporation subject to section twenty-six would be changed, until after approval of such change by the state secretary, or (ii) if the purposes of the resulting or surviving corporation are such that the articles of organization of a corporation newly organized under this chapter for such purposes must be approved by any department or officer of this commonwealth as a condition of organization under this chapter, until after approval of the articles of consolidation or merger by such department or officer. (d) The resulting or surviving corporation shall file a copy of the articles of consolidation or merger certified by the state secretary in the registry of deeds in each district within the commonwealth in which real property of any constituent corporation is situated, or in lieu of such certified copy, a certificate issued by the state secretary evidencing the filing and approval of articles of consolidation or merger, except that no filing need be made with respect to real property of a constituent corporation which is the surviving corporation of a merger.
Section 10B. Any consolidation or merger carried out in the manner specified in section ten or ten A shall have the effect set forth in section eighty of chapter one hundred and fifty-six B and the articles of merger or articles of consolidation, as the case may be, may thereafter be amended in the manner provided in this chapter.
Section 10C. Every corporation shall, except as otherwise provided in this chapter, be subject to sections six, eight, ten, eleven, fourteen, thirty-two, thirty-five, thirty-seven, thirty-eight A, forty-three, forty-nine, fifty-five, fifty-six, fifty-seven, fifty-eight, fifty-nine, sixty-eight, sixty-nine, one hundred and two, one hundred and four, one hundred and five, one hundred and six, one hundred and eight, and one hundred and fifteen of chapter one hundred and fifty-six B, except that the provisions of section fifty-five of said chapter one hundred and fifty-six B shall not affect the requirement under section eleven A of this chapter concerning the authorization of a petition for the dissolution of a charitable corporation constituting a public charity. The foregoing provisions and the other provisions of said chapter one hundred and fifty-six B that are made applicable to corporations governed by this chapter shall be subject to the following: (a) those provisions of said chapter one hundred and fifty-six B that pertain to stock and stockholders, shares and classes or series of shares and stock and transfer records shall, except in the case of a corporation having capital stock outstanding, be applicable as nearly as may be to members, classes of members and records of membership; (b) the definitions of terms provided in this chapter shall be applicable; and (c) the filing fees provided in section eleven C of this chapter shall be applicable.
Section 11. A corporation which does not constitute a public charity and which desires to close its affairs may, unless otherwise provided in its articles of organization, by the vote of a majority of its members legally qualified to vote in meetings of the corporation, authorize a petition for its dissolution to be filed in the supreme judicial or superior court setting forth in substance the grounds of the application; and after such notice as the court may order and after hearing, the court may decree a dissolution of the corporation. Upon any dissolution in accordance with this chapter, the existence of the corporation shall cease, subject to applicable provisions of law for continuation to close its affairs, for the appointment of receivers and for revival. Upon dissolution of a corporation in accordance with this chapter, the clerk of the court in which the decree therefor is entered shall forthwith make return thereof to the state secretary giving the name of the corporation and the date upon which such decree was entered. The state secretary shall thereupon notify the person shown by his records to have last served as clerk of the corporation of the entry of such decree and the date thereof.
Section 11A. (a) A charitable corporation constituting a public charity organized under any general or special law, which desires to voluntarily windup and close its affairs, may authorize its dissolution in accordance with this section. This section shall constitute the sole method for the voluntary dissolution of a charitable corporation. (b) A petition for dissolution shall be authorized by vote of a majority of the corporation's board of directors entitled to vote thereon; provided, however, that if the corporation has 1 or more classes of members, the corporation may, in its articles of incorporation, in a by-law adopted by the incorporators under section 3 or in a by-law adopted by the members, assign the power of authorization to the members acting by majority vote of the members entitled to vote thereon or provide that the exercise of the power shall be subject to approval by the members. (c) If the corporation has no remaining assets, the petition for dissolution shall be submitted to the division of public charities of the office of the attorney general setting forth in substance the grounds of the application for dissolution together with the forms, affidavits and information as the division from time to time may prescribe. If the division is satisfied that the corporation has or will become inactive and that its dissolution would be in the public interest, the division may approve the dissolution of the corporation. (d) If the corporation has remaining assets, the petition for its dissolution shall be filed in the supreme judicial court setting forth in substance the grounds for the application for dissolution and requesting the court to authorize the administration of its funds for similar public charitable purposes as the court may determine. The supreme judicial court may, by rule or order, provide that the petition and court authorization are not required for dissolutions approved by the division upon receipt of the forms, affidavits and information as the division may require if the corporation has net assets no greater than such amount as the court may provide in the rule or order or in such other situations as the court may provide.
Section 11B. If any charitable corporation described in section eleven A fails to comply for two consecutive years with the provisions of section eight F of chapter twelve requiring the filing of annual financial reports with the office of the attorney general, or if the attorney general is satisfied that such corporation has become inactive and that its dissolution would be in the public interest, the attorney general may petition the supreme judicial court for the dissolution of such corporation, requesting the court to authorize the administration of its funds for such similar public charitable purposes as the court may determine, and the court, after notice by mail or otherwise as it may order, may dissolve such corporation. The attorney general may include as many corporations in a single application as he deems fit, and the court may include in its decree any or all of said corporations. The clerk of the supreme judicial court shall submit to the commissioner of revenue a list of corporations so dissolved.
Section 11C. Filing fees for the following shall be determined annually by the commissioner of administration under the provision of section three B of chapter seven: (a) For filing articles of organization required by section three. (b) For filing articles of amendment required by section seven. (c) For filing restated articles of organization in accordance with section seven. (d) For filing a petition in accordance with section seven A. (e) For filing articles of consolidation or merger in accordance with section ten. (f) For the reservation of a name, or the extension of a reservation, and payment of the fee shall accompany the application. (g) For filing all other certificates, statements, or reports required by this chapter unless another filing fee is specifically provided therefor.
Section 13. A corporation organized under this chapter for medical purposes shall not confer degrees, or issue diplomas or certificates conferring or purporting to confer degrees, unless specially authorized thereto by the general court. An officer, agent or servant of such corporation or any other person who confers degrees, or signs, issues or authorizes the signing or issuing of any diploma or certificate purporting to confer any degree of medicine or surgery, in violation hereof, shall be punished by a fine of not less than five hundred nor more than one thousand dollars.
Section 14. Corporations formed under this chapter for encouraging the raising of choice breeds of horses may establish and maintain grounds suitable for exhibitions and trials of the speed or strength of horses; may arrange for and advertise such exhibitions and trials upon such grounds, may collect admission fees thereto and may award purses or premiums to the participants therein, if such purses or premiums are raised only from voluntary subscriptions to the funds of the corporation, admission fees or fees for entering horses in such exhibitions or trials.
Section 15. Corporations may be formed under this chapter for improving the condition of any employees in any one or more trades or employments, either relative to their employment or to the promotion of education, temperance, morality or social intercourse among them, or for paying benefits to sick or unemployed members, or to persons dependent upon deceased members or otherwise.
Section 16. The state secretary shall not endorse his approval upon the certificate of organization of any such corporation, unless satisfied that the purposes thereof are lawful, that its by-laws are consistent with law and conform to the requirements of the two following sections.
Section 17. The by-laws shall contain clear and distinct provisions relative to the election, admission and expulsion of members; the titles, duties, powers and tenure of the officers of the corporation and their election and removal; the number of members required for a quorum; the call for special meetings; the adoption, amendment and repeal of by-laws; the purposes to which the funds of the corporation may be applied and for which assessments may be laid upon the members; the conditions upon which a member or persons dependent upon a deceased member shall be entitled to benefits, if any are to be given by the corporation; the imposition of fines and forfeitures, if any; the deposit, investment and custody of the funds of the corporation; the periodical audit of the accounts of the treasurer; except that such by-laws may not restrict the right of the members thereof to offer nominations from the floor at the annual meeting of the corporation, nor prevent any member thereof from receiving a copy of the by-laws upon written request, but may require that for such nominations from the floor to be valid a notice signed by not less than seven members, giving the names of such nominees, be first filed with the corporation's recording officer not later than ten days prior to the date of the annual meeting. If pursuant to the by-laws, the report of a nominating committee is sent to the members at least thirty days prior to the date of the annual meeting, the by-laws may require, instead of the foregoing requirement, that the notice of nominations be first filed with the corporation's recording officer within twenty days after the nominating committee's report is sent out. A by-law shall not be repealed or amended, or an additional by-law adopted, unless notice of such proposed action shall have been given at a previous meeting; and such repeal, amendment or adoption shall not take effect until it has been approved by the state secretary as conformable to law.
Section 17A. Deductions on payroll schedules may be made from the salary of an employee of an amount that the employee may specify in writing to that employee's employer or its representative under chapter 150E or to an employer made subject to chapter 150A by chapter 760 of the acts of 1962, for the payment of union dues or fees to an employee organization. The authorization for payroll deduction may be irrevocable pursuant to the terms of that authorization for a period of not more than 1 year after the authorization and shall be revocable solely pursuant to the terms of revocation specified in the employee authorization. An authorization consistent with the terms of this section shall be accepted by the employer. The treasurer of the employee organization or relief association shall notify the office of the employer responsible for implementing payroll deductions of an authorization revocation not later than 15 calendar days after it is received. If an authorization for payroll deduction does not specify the terms for revocation, then the authorization may be withdrawn by the employee by giving not less than 60 calendar days notice in writing of that withdrawal to that employee's employer responsible for implementing payroll deductions and by filing a copy of the notice with the treasurer of the employee organization. The state treasurer or the treasurer of the employer that employs the employee shall deduct from the salary of that employee the amount of union dues or fees certified to that treasurer on the payroll and transmit the sum so deducted to the treasurer of the employee organization; provided, however, that the state treasurer or the treasurer of the employer, as applicable, is satisfied that the treasurer of the employee organization has given the employee organization a bond, in a form approved by the commissioner of revenue, for the faithful performance of that treasurer's duties, in a sum and with such surety as is satisfactory to the state treasurer or treasurer of the employer. Whenever an employee organization is certified or obtains consent recognition under chapter 150A or chapter 150E, such deductions shall be made for dues or fees only to the certified or recognized employee organization. This section shall be effective in a county, city or town that has accepted it in the manner provided by section 2 of chapter 740 of the acts of 1950 or that accepts this section in the following manner: (i) in a county, by vote of the county commissioners; (ii) in a city having a Plan D or Plan E charter, by majority vote of its city council; (iii) in any other city, by vote of city council, approved by the mayor; and (iv) in a town, by vote of the board of selectmen.
Section 17B. Deductions on pay-roll schedules may be made from the salary of any town, county or state employee of any amount which such employee may specify in writing to the officer, or the head of the department, board or commission, by whom or which he is employed, for the payment of a contribution to a community chest or united fund, or to scholarship and other fundraising initiatives that benefit a public institution of higher education, its affiliates and foundations as listed in section 5 of chapter 15A. Any such authorization may be withdrawn by the employee by giving at least sixty days' notice in writing of such withdrawal to the officer, or the head of the department, board or commission, by whom or which he is then employed. The treasurer of the town, county or state shall deduct from the salary of such employee such amount of contribution as may be certified to him on the pay-roll and transmit the sum so deducted to the community chest or united fund, or to scholarship and other fundraising initiatives that benefit a public institution of higher education, its affiliates and foundations as listed in section 5 of chapter 15A; provided, that the town, county or state treasurer is satisfied by such evidence as he may require that the treasurer of such community chest or united fund has given to said community chest or united fund a bond, in a form approved by the commissioner, for the faithful performance of his duties, in a sum and with such surety or sureties as are satisfactory to the town, county or state treasurer.
Section 17D. With the approval of a school committee deductions may be made from the salary of a school teacher of any amount which such teacher may specify in writing to the city, town or district school committee by which he is employed for the payment of premiums for income protection insurance, and upon notification of such approval the treasurer of the city, town or district shall deduct from the salary of such teacher such amount of premium as may be certified to him on the payroll and transmit the sum so deducted to the insurance company providing said income protection insurance. Authorization by a school teacher for such deductions may be withdrawn by him by giving at least sixty days' notice in writing of such withdrawal to said school committee.
Section 17F. Deductions on payroll schedules may be made from the salary of any state employee of any amount which such employee may specify in writing to the officer, or the head of the department, board or commission, by whom or which he is employed, for the payment of a contribution to the Massachusetts Independent Health Agencies, provided, however, that a state employee shall have the right to select one or more affiliating agencies of said Massachusetts Independent Health Agencies to which he wishes to have his contribution credited. Any such authorization may be withdrawn by the employee by giving sixty days notice in writing of such withdrawal to the officer, or the head of the department, board or commission, by whom or which he is then employed. The state treasurer shall deduct from the salary of such employee such amount of contribution as may be certified to him on the payroll and transmit the sum so deducted to the treasurer of the Massachusetts Independent Health Agencies Committee; provided that the state treasurer is satisfied by such evidence as he may require that the treasurer of such Massachusetts Independent Health Agencies Committee has given to said committee a bond, in a form approved by the commissioner, for the faithful performance of his duties, in a sum and with such surety or sureties as are satisfactory to the state treasurer.
Section 17H. Deductions on pay-roll schedules may be made from the salary of any state, county or municipal or other public employee of an amount which such employee may specify in writing to any state, county, municipal or other public officer, or the head of the state, county, municipal or public department, board, commission or agency by whom or which he is employed, for the payment of the cost of a periodic pass for public transportation for such time and for such amount as the Massachusetts Bay Transportation Authority or any regional transportation authorities may provide. Any such authorization may be withdrawn by the employee by giving at least sixty days' notice in writing of such withdrawal to the state, county, municipal or public officer, or the head of the state, county, municipal or public department, board, commission or agency by whom or which he is then employed. The state treasurer, the common paymaster as defined in section one hundred and thirty-three of chapter one hundred and seventy-five, or the treasurer of the county, municipality or other public agency by which such employee is employed, shall deduct from the salary of such employee such amount for such periodic pass as may be certified to him on the pay-roll, and transmit the sum so deducted to the treasurer of said Authority. This section shall be effective in any county, city or town which has accepted it in the manner provided by section two of chapter seven hundred and forty of the acts of nineteen hundred and fifty, or which accepts it in the following manner:—In a county by vote of the county commissioners; in a city having a Plan D or Plan E charter by majority vote of its city council; in any other city by vote of its city council, approved by the mayor; and in a town by vote of the board of selectmen.
Section 17I. A single deduction on payroll schedules shall be made from the salary of any school teacher in an amount which such teacher may specify in writing to the city, town or district school committee by which he is employed; provided, however, that no specific deduction shall be made for the payment of contributions to political campaign committees or political campaign organizations. Any such authorization may be withdrawn by such teacher by giving at least sixty days' notice in writing of such withdrawal to said school committee. The treasurer of the city, town or district shall deduct from the salary of such teacher such amount as may be certified to him on the payroll and shall transmit the sum so deducted to the state teacher association of which such teacher is a member within thirty days; provided, that the city, town or district treasurer is satisfied by such evidence as he may require that the treasurer of such state teacher association has given a bond, in form approved by the commissioner of corporations and taxation, for the faithful performance of his duties, in a sum and with such surety or sureties as are satisfactory to the city, town or district treasurer. The provisions of this section shall take effect in each city, town or regional school district which accepts the provisions hereof by vote of its school committee.
Section 17J. Deductions on payroll schedules may be made from the salary of any state, county, municipal or other public employee of an amount which such employee may specify in writing to any state, county or municipal officer, or public department head, board, commission or agency by whom or which he is employed, for any insurance or employee benefit offered in conjunction with the employee organization, which, in accordance with the provisions of chapter one hundred and fifty E is duly recognized by the employer or designated by the labor relations commission as the exclusive bargaining agent for the appropriate unit in which such employee is employed; provided, however, that such purpose has been approved by the comptroller. Deductions in an amount determined by the employee and in compliance with applicable law may also be made for any committee on political education designated by the employee pursuant to this section. The approval of the comptroller shall not be required for such deductions. All deductions pursuant to this section shall be made without charge to any person or entity. Any such authorization may be withdrawn by the employee by giving at least sixty days notice in writing to the state, county or municipal officer, or public department head, board, commission or agency by whom or which he is then employed. The state treasurer, the common paymaster, as defined in section one hundred and thirty-three of chapter one hundred and seventy-five, or the treasurer of the county or municipality by which such employee is employed, shall deduct from the salary of such employee such amount of authorized deductions as may be certified to him on the payroll and transmit the sum so deducted to the recipient specified by such employee.
Section 17K. Deductions on payroll schedules may be made from the salary of a state employee for the payment of the cost of near-site parking fees for state employees whose work location lacks adequate public transportation, for on-site state employer-provided child care fees and for other state employer-provided benefits. Any categories of payroll deductions established under this section for such other state employer-provided benefits shall be approved by the comptroller as appropriate payroll deductions. The state treasurer, the common paymaster as defined in section 133 of chapter 175, shall deduct from the salary of state employees the full amount for such near-site parking fees, on-site child care fees and fees for any such other state employer-provided benefits as are established pursuant to this section.
Section 17L. Deductions on payroll schedules may be made from the salary of a state, county, municipal or other public employee of an amount which such employee may specify in writing to any state, county or municipal officer or public department head, board, commission or agency by whom or which he is employed, for deposit into a ''qualified state tuition program'' as defined under the Internal Revenue Code and any prepaid tuition program established under general or special law if such purpose has been approved by the comptroller. An employee may withdraw such authorization for the deduction by giving at least 60 days notice in writing to the state, county or municipal officer or public department head, board, commission or agency by whom or which he is then employed. The state treasurer, the common paymaster as defined in section 133 of chapter 175, or the treasurer of the county, municipality or other public employer by which such employee is employed shall deduct from the salary of such employee such amount of authorized deductions as may be certified to him on the payroll and transmit the sum to the specified tuition program.
Section 17M. A deduction on a payroll schedule may be made from the salary of an employee of the department of state police in the amount of $3 per pay period for the payment of a contribution to Massachusetts State Police Museum and Learning Center, Inc. A deduction under this section shall not be used in whole or in part for a political purpose. Authorization for the deduction shall be made by the employee in writing to the officer or head of the department and withdrawal of the authorization shall be made by a 60 day written notice to the officer or head of the department. The state treasurer shall deduct the contribution from the salary of the employee and transmit the sum to the treasurer of the Massachusetts State Police Museum and Learning Center, Inc. The state treasurer may require that the treasurer of the Massachusetts State Police Museum and Learning Center, Inc. give a bond, in a form approved by the commissioner of revenue, for the faithful performance of his duties in a sum and with surety satisfactory to the state treasurer.
Section 17N. Deductions on payroll schedules may be made from the salary of a university of Massachusetts employee of an amount which the employee may specify in writing to the payroll office of the campus where he is employed for payment of certain university sponsored activities. The authorization may be withdrawn by the employee, by giving 60 days notice in writing of the withdrawal to the payroll office where he is employed. The treasurer of the university shall deduct from the salary of the employee the amount of authorized deductions certified to him on the payroll and transmit the sum so deducted to the recipient specified by the employee.
Section 18. No member of such corporation shall be expelled by vote of less than a majority of all the members thereof, nor by vote of less than three quarters of the members present and voting upon such expulsion. Every member of such corporation and every person who has an interest in its funds shall be entitled to examine its books and records.
Section 19. No fine or notice of intention to impose a fine by any union or any other association, incorporated or unincorporated, or by any authorized representative thereof, upon any member, according to the rules to which such member has agreed to conform, shall be held to be unlawful or coercive as to such member or as to any other person; provided, that such fine is reasonable in amount and is for a legal purpose.
Section 20. For the purpose of supervising the production of milk, any five or more registered physicians may form a corporation under this chapter. The members of the board of health of any town where such corporation is formed shall be ex officiis members of the corporation. At least one member of said board of health shall be a member of the board of directors thereof. For the purposes of this section and sections twenty-one to twenty-five, inclusive, the word ''milk'' shall include goats' milk.
Section 21. The name of any such corporation shall be ''Medical Milk Commission of '', designating the name of the town where such corporation is established, and, if more than one such corporation shall be organized in any town, the subsequent corporations shall use the name designated herein, but shall indicate in such name its proper sequence in incorporation by adding thereto the words ''Number Two'' or ''Number Three'' and so forth.
Section 22. No member of any such corporation shall receive directly or indirectly therefrom, or from any dairymen producing milk under agreement with the corporation, any salary or emolument or any compensation of any kind for any services rendered as a member of such corporation, or for any services rendered under sections twenty to twenty-five, inclusive. Whoever violates this section shall be punished by a fine of one hundred dollars, and shall be removed from his office as a member of said corporation and thereafter be disqualified from becoming a member of any such corporation.
Section 23. Every such corporation may enter into written agreements with any dairymen for the production of milk under the supervision of such corporation and prescribe in such agreements the conditions under which such milk shall be produced, which, however, shall be approved by the department of public health and shall not fall below the standards of purity and quality for certified milk as fixed by the American Association of Medical Milk Commissions and the standards for milk fixed by law.
Section 24. The working methods of any such corporation and the dairies in which milk is produced under contract with it shall at all times be subject to investigation by the department of public health.
Section 25. Whoever sells or exchanges, or offers or exposes for sale or exchange as and for certified milk any milk not conforming to the regulations prescribed by and bearing the certification of a corporation organized under sections twenty to twenty-five, inclusive, shall be punished by a fine of not more than one hundred dollars.
Section 26. No corporation organized under general laws for the purpose of fostering, encouraging or engaging in athletic exercises or for the establishment and maintenance of places for reading rooms, libraries or social meetings, or organized under this chapter for the purpose of maintaining grounds suitable for exhibitions and trials of the speed or strength of horses, shall change its location from the town where it is located to another town within the commonwealth, nor change its location within any town, until written consent therefor has been obtained from the police commissioner in Boston, the aldermen in any other city or the selectmen in the town where the corporation proposes to acquire a new location. Such consent shall not take effect until a copy thereof, duly attested by the clerk or secretary of the board or officer consenting thereto, has been filed in the office of the state secretary. A change of location by a corporation contrary to this section shall be sufficient cause for the revocation of its charter by the state secretary.
Section 26A. (1) Every corporation heretofore or hereafter organized under general or special law for any purpose mentioned in section four, every corporation to which the provisions of chapter one hundred and fifty-six do not apply and which is licensed to conduct a horse racing meeting in connection with a state or county fair, and every corporation organized for the purpose of conducting a school of medicine, shall annually, on or before November first, prepare and submit to the state secretary a certificate which shall be signed under the penalties of perjury by an officer of such corporation, stating:— the name of the corporation; the location (with street address) of its principal office or headquarters; the date of its last preceding annual meeting; the names and addresses of all the officers and directors, or officers having the powers of directors, of the corporation, and the date at which the term of office of each expires. (2) Every corporation licensed to conduct a horse racing meeting in connection with a state or county fair shall include in the certificate required by the first paragraph a statement of its assets, liabilities, income and expenditures, in such form as the state secretary shall prescribe, and such certificate shall be accompanied by a written statement verified on oath by an auditor which shall be attached to and form a part of such certificate. The auditor shall state that he has examined the statement of assets and liabilities included in such certificate, that his examination was made in accordance with generally accepted auditing standards, and that in his opinion said statement of assets and liabilities presents fairly the financial position of the corporation as of the date thereof, in conformity with generally accepted accounting principles. No director, officer or employee of the corporation shall be selected as auditor. (3) The state secretary shall examine such certificate, and if he finds that it conforms to the requirements of this chapter he shall, upon payment of a fee to be determined annually by the commissioner of administration under the provision of section three B of chapter seven, file the same in his office. (4) If the corporation fails to submit its certificate for two successive years, the state secretary shall give notice thereof by mail, postage prepaid, to such corporation in default. Failure of such corporation to submit the required certificates within ninety days after the notice of default has been given shall be sufficient cause for the revocation of its charter by the state secretary. (5) This section shall not apply to a church or religious organization, a non-profit school or college, a corporation organized prior to January first, nineteen hundred and twenty-three, under the laws of this commonwealth and having as part of its name the name of a political party as defined by law, a charitable hospital, or a library association whose real or personal property is exempt from taxation. (6) Other provisions of this section notwithstanding, any group or organization heretofore or hereafter organized under this chapter for any purpose mentioned in section four, and to which section forty-four of chapter three would otherwise apply, may provide the information required in said section forty-four on the dates required therein to the state secretary, in such form as he may prescribe, a copy of which shall be filed with the statement required by section forty-four of chapter three, in addition to all other information required under this section provided that any such group or organization which elects to proceed hereunder but which does not comply fully with the terms of this paragraph shall be subject to the penalties and provisions set forth in sections forty-six and forty-seven of said chapter three.
Section 26B. A corporation which is required to file annual reports with the state secretary shall be deemed to be in good standing with the state secretary if such corporation has filed all annual reports required to be filed by it with the state secretary, has paid all fees due with respect to such reports, the charter of the corporation has not been revoked pursuant to section twenty-six A, and the secretary has not received notice of its dissolution pursuant to section eleven, eleven A or eleven B. Upon the request of any person and payment of such fee as may be prescribed by law, the state secretary shall issue a certificate stating, in substance, as to any corporation meeting the requirements of this section, that such corporation appears from the records in his office to be in good standing.
Section 27. If any person is convicted of exposing and keeping for sale or selling alcoholic beverages, as defined in section one of chapter one hundred and thirty-eight, on the premises occupied by any club or organization described in section four or of illegal gaming upon said premises or of being present where implements of gaming are found upon said premises, or if any such beverages, casks or other vessels or implements of sale and furniture used or kept and provided to be used in the illegal keeping or sale of such beverages, or implements of gaming, are seized on said premises and are forfeited, the selectmen, or the aldermen, in the place where such club or organization is situated, except Boston, and in Boston the police commissioner, shall immediately give notice to the state secretary, who, upon receipt thereof, shall declare the charter of such club or organization void, and shall publish a notice in at least one newspaper published in the county where such club or organization is located that such incorporation is void and of no further effect.
Section 28. If a person is convicted of a violation of section 12 of chapter 265 for engaging in, giving or promoting a public or private boxing, kickboxing, mixed martial arts or other unarmed combative sporting match or sparring exhibition, the contestants who have received or were promised a pecuniary reward, remuneration or consideration on the premises of or under the auspices of a club or organization described in section 4, the commissioner of the division of occupational licensure, the city council or mayor in a city where the club or organization is situated, the board of selectmen or the board of aldermen in a town where the club or organization is situated, or the police commissioner of the city of Boston if the club or organization is situated in Boston shall immediately give notice to the state secretary who, upon receipt thereof, shall declare the charter of the club or organization void. The state secretary shall publish a notice in at least 1 newspaper published in the city or town wherein the club or organization is situated that the charter of the club or organization is void.
Section 29. Cities and towns may by ordinance or by-law regulate the conducting within their respective limits of entertainments, dances and other diversions and amusements not required by law to be licensed, including the hours of holding the same, by corporations which are subject to section twenty-six, and may affix penalties for breaches thereof not exceeding twenty dollars for each offence, subject as to recovery and disposition to section twenty-one of chapter forty.