Massachusetts General Laws
Chapter 156 - Business Corporations
Section 41b - Change in Number of Shares With Par Value

Section 41B. Any corporation having authorized shares with par value may, at a meeting duly called for the purpose, by the vote of a majority of all its stock, or if two or more classes of stock have been issued, of a majority of each class outstanding and entitled to vote, including in any event a majority of the outstanding stock of each class affected, change such shares or any class thereof into a greater number of shares with par value, or provide for the exchange thereof pro rata for a greater number of shares with par value, such greater number of shares in either case to be of the same aggregate par value as the shares so changed or exchanged and the par value of each share to be outstanding by virtue of such change or exchange to be reduced accordingly; provided that the preferences, voting powers, restrictions and qualifications of the outstanding shares so changed or exchanged shall not be otherwise impaired or diminished without the consent of the holders thereof; and, provided further, that the par value of each share to be outstanding by virtue of such change or exchange shall be at least one dollar.

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