Section 3. Corporations which would otherwise be within the application of this chapter, as defined in section two, but which were created before March eleventh, eighteen hundred and thirty-one, by any special act not subject to amendment, alteration or repeal by the general court, may, at a legal meeting of the stockholders duly called therefor, by vote of two thirds of each class of stock outstanding and entitled to vote, adopt the provisions of this chapter and all provisions of chapter one hundred and fifty-five applicable to corporations subject to this chapter. A copy of such vote, signed and sworn to by the president, treasurer and a majority of the directors, shall be submitted to and examined by the secretary. If the secretary finds that it conforms to the requirements of law, he shall endorse his approval thereon, and, upon payment of the fee provided in section fifty-five, it shall be filed in the office of the state secretary; and thereupon such corporation with its members and officers shall be entitled to all the rights, privileges and immunities and be subject to all the liabilities set forth in this chapter and in the provisions of chapter one hundred and fifty-five applicable to corporations subject to this chapter, and no stockholder in such corporation shall be liable for debts of the corporation contracted after the filing of the copy of such vote except for the causes and in the manner provided in this chapter.
Structure Massachusetts General Laws
Part I - Administration of the Government
Chapter 156 - Business Corporations
Section 3 - Corporations Not Within Application of Chapter; Adoption of Chapter
Section 5 - Holding Stock in Other Corporations; Prohibitions
Section 6 - Agreement of Association; Contents
Section 7 - Corporations Dealing With Real Estate; Duration
Section 8 - First Meeting; Notice; Service; Waiver of Notice
Section 9 - Organization; Selection of Temporary Clerk; Adoption of By-Laws; Election of Officers
Section 10 - Oath to Articles by Directors; Liability to Stockholders
Section 11 - Approval by Secretary of Corporation Documents; Filing of Articles
Section 12 - Certificate of Incorporation
Section 14 - Creation and Issuance of Shares
Section 15 - Consideration for Capital Stock; Instalment Payments
Section 16 - Issuance of Unissued Balance of Authorized Capital Stock; Approval; Filing
Section 17 - Validation of Issue Not Submitted for Approval
Section 18 - Payment of Subscriptions
Section 19 - Subscriptions in Default; Sale of Rights to Subscribe
Section 20 - Instalments in Default; Sale of Rights to Shares
Section 21 - Management of Corporation
Section 22 - Election or Appointment of Officers; Terms; Qualifications
Section 23 - Manufacturing Corporations; Election of Directors by Employees
Section 24 - Certificate of Changes; Submission to Secretary; Filing; Penalty
Section 25 - Board of Directors; Powers
Section 26 - Executive Committee of Board; Duties
Section 27 - Meetings of Board of Directors
Section 28 - Stockholders Meetings; Time; Place; Notice; Quorum; Waiver of Notice
Section 29 - Change in Date of Annual Meeting
Section 31 - Corporate Voting of Own Shares
Section 32 - Voting Rights; Proxies
Section 33 - Certificates; Signatures; Seal; Limitations and Preferences
Section 34 - Replacement of Lost or Destroyed Certificates
Section 36 - Officers' Liability
Section 37 - Directors' Liability
Section 38 - Conditions to Liability; Enforcement of Liability
Section 39 - Discontinuance of Suit; Non-Joinder of Persons Liable; Death of Defendant
Section 40 - Apportionment of Assessment
Section 41a - Change in Number of Shares Without Par Value
Section 41b - Change in Number of Shares With Par Value
Section 41c - Change of Shares Without Par Value to Par Value Shares
Section 42 - Change of Structure; Conveyance of Property
Section 43 - Approval of Amendments or Alterations; Fees
Section 44 - Increase in Capital Stock in Accordance With Sec. 41 or 41c; Content of Articles
Section 45 - Reduction of Capital Stock in Accordance With Sec. 41 or 41c; Content of Articles
Section 46 - Sale, Lease or Exchange of Property and Assets; Remedy of Dissenting Stockholder
Section 46a - Definitions; Organizations Authorized to Merge; Method; Effect of Merger
Section 46b - Corporations Authorized to Consolidate; Method
Section 46c - Effect of Consolidation
Section 46d - Merger or Consolidation With Foreign Corporation; Method; Liability of Directors
Section 46e - Consolidations; Remedy of Dissenting Shareholders
Section 46f - Certificates of Merger or Consolidation; Issuance by State Secretary
Section 47 - Annual Report of Condition; Contents
Section 48 - Annual Report of Condition; Approval; Filing; Public Inspection
Section 50 - Failure to File Report of Condition; Penalty
Section 51 - Appointment of Receiver
Section 52 - Failure to File Certificates or Reports
Section 53 - Filing of Articles of Organization; Fees
Section 54 - Certain Certificates; Determination of Fees
Section 55 - Filing of Other Amendments, Certificates, Statements and Reports; Fees