Massachusetts General Laws
Chapter 158 - Certain Miscellaneous Corporations
Section 36 - Correction of Defective Proceedings; Procedure

Section 36. If doubts arise as to the legality of the organization of any corporation created by special charter for a purpose mentioned in this chapter, which is in the exercise of its franchise, or as to the regularity or sufficiency of the proceedings of any such corporation, whether created by special charter or formed under general laws, in consequence of failure subsequent to the organization to comply with the directions or requirements of any statute, the stockholders, at a special meeting called for the purpose in the manner provided in section eight of chapter one hundred and fifty-six or by a justice of the peace upon the written request therefor of a majority of the acting directors, may by vote confirm such defective proceedings and all subsequent proceedings of the corporation dependent thereon. The clerk shall thereupon make a certificate on oath setting forth the particular matters especially causing the doubt, and a copy of the call of the meeting and of the vote of the stockholders, and the date of holding the meeting, which he shall present to the secretary who shall examine the same, and, if he finds that this section has been complied with, shall so certify by endorsement thereon. Upon filing the certificate so endorsed in the office of the state secretary, such proceedings shall be taken to be legal and valid as fully as if the requirements of the statutes had been complied with.

Structure Massachusetts General Laws

Massachusetts General Laws

Part I - Administration of the Government

Title XXII - Corporations

Chapter 158 - Certain Miscellaneous Corporations

Section 1 - Application of Chapter; Secretary Defined

Section 2 - Formation

Section 3 - Corporations Formed to Furnish Steam, Hot Water, or Hydrostatic or Pneumatic Pressure

Section 4 - Number of Incorporators; Capital

Section 5 - Contents of Agreement of Association

Section 6 - First Meeting

Section 7 - Subscribers to Hold Franchise; Distribution of Shares

Section 8 - Organization

Section 9 - Submission of Details of Organization to Secretary; Approval; Certificate

Section 10 - Business Powers of Corporation

Section 11 - Alteration, Addition to or Change of Business

Section 12 - Digging Up or Opening Streets or Highways; Qualified Corporations

Section 13 - Highway Defects Caused by Corporation; Liability

Section 14 - Pipes or Conductors in Street; Regulation by Municipality

Section 15 - Corporations for Introduction and Propagation of Herrings and Alewives; Local Permit

Section 16 - Water, Gas, Power and Wire Communication Corporations; Interest Upon Advance Payments by Customers

Section 17 - Safe Deposit Boxes; Definitions; Insurance Notice; Overdue Rentals; Affidavit

Section 18 - Management by Officers; Selection of President

Section 19 - Selection of Directors, Clerk, Treasurer and Other Agents and Officers; Term

Section 20 - Clerk's Duties; Treasurer's Bond

Section 21 - Entitlement to Stock Certificates

Section 22 - Lost Certificates

Section 23 - Special Charter Corporations; Fixing and Limiting of Capital Stock

Section 24 - Increase or Reduction of Capital Stock

Section 25 - Special Stock

Section 26 - Employees' Stock; Issuance

Section 27 - Employees' Stock; Dividends

Section 28 - Employees' Stock; Transfer; Redemption; Limitation Upon Number of Shares

Section 29 - Assessment Upon Shares

Section 30 - Failure to Pay Assessment; Sale of Shares

Section 31 - Notice of Sale; Transfer of Shares Sold

Section 32 - Commencement of Business; Payment of Capital Stock

Section 33 - Payment for Capital Stock

Section 34 - Proxies

Section 35 - Quorum

Section 36 - Correction of Defective Proceedings; Procedure

Section 37 - Annual Certificate of Condition

Section 38 - Failure to File Annual Certificate; Dissolution

Section 39 - Certificate of Increase of Capital Stock; Filing

Section 40 - Certificate of Reduction of Capital Stock; Filing

Section 41 - Submission of Certificate to Secretary; Approval; Filing; Fee

Section 42 - Penalties for Omitting to File Certificates

Section 43 - Filing Fees

Section 44 - Officers; Liability for Debts and Contracts

Section 45 - Members or Stockholders; Liability for Debts and Contracts

Section 46 - Conditions to Liability

Section 47 - Right of Judgment Creditor to Officer and Shareholder List

Section 48 - Refusal to Give List; False List; Penalty

Section 49 - Bill in Equity Against Officers and Stockholders

Section 50 - Proportionate Assessment of Shareholders

Section 51 - Death of a Defendant

Section 52 - Dismissal; Notice

Section 53 - Non-Joinder of Parties; Abatement

Section 54 - Defense by Officer or Stockholder of Action Against Corporation