Section 57. Unless otherwise provided in the by-laws, the number of directors required to constitute a quorum shall be a majority of the directors then in office. If a quorum is present, a majority of the directors present may take any action on behalf of the board except to the extent that a larger number is required by law or the articles of organization or the by-laws.
Structure Massachusetts General Laws
Part I - Administration of the Government
Chapter 156b - Certain Business Corporations
Section 2 - Definitions; Corporation; Articles of Organization
Section 3 - Application of Chapter
Section 4 - Rights and Liabilities of Existing Corporations, Directors, Officers and Stockholders
Section 5 - Adoption of Chapter by Certain Corporations Created by Special Act; Liability for Debts
Section 6 - State Secretary; Duties
Section 6a - Correction of Inaccurate Corporate Records; Filing
Section 7 - Change of Law; Effect
Section 8 - Voting by Stockholders; Effect of Articles of Organization or By-Laws
Section 9 - Corporate Powers; Exceptions
Section 9b - Contracts of Guarantee and Suretyship
Section 10 - Unauthorized Exercise of Franchise or Privilege or Transaction of Business; Injunction
Section 12 - First Meeting; By-Laws; Officers; Consent to Action; Articles of Organization
Section 13 - Articles of Organization; Contents
Section 14 - Change of Principal Office
Section 15 - Limitation on Stock Holdings in Certain Other Corporations
Section 17 - Power to Make, Amend and Repeal By-Laws
Section 18 - Consideration for Issuance of Stock
Section 19 - Payment for Stock; Cash or Instalments; Record; Transfer
Section 20 - Pre-Emptive Rights
Section 21 - Unissued Shares; Authority to Issue; Consideration
Section 21a - Reacquired Shares; Restoration to Unissued Share Status
Section 22 - Terms of Payment; Demand; Notice of Payment Due
Section 23 - Stockholders' Liability for Issued Stock
Section 24 - Default of Subscriber; Sale; Deficiency or Surplus; Action; Forfeiture
Section 27 - Certificates for Shares Held
Section 28 - Fractional Shares; Scrip; Dividends and Voting Rights; Exchange or Sale
Section 29 - Replacement of Certificates
Section 30 - Certificate for Stock Transferred as Collateral Security
Section 31 - Unclaimed Dividends; Publication
Section 33 - Annual Stockholders' Meeting
Section 34 - Special Stockholders' Meeting
Section 35 - Place of Stockholders' Meetings
Section 36 - Notice of Stockholders' Meeting
Section 38a - Filing of Certificate
Section 40 - Voting by Corporation
Section 41 - Stockholders' Voting Rights; Proxy Regulations
Section 41a - Agreements for Voting Shares
Section 42 - Record Date; Closing Transfer Books
Section 43 - Consent in Lieu of Stockholders' Meeting; Effect
Section 44 - Exercise of Stockholders' Rights by Incorporators Prior to Stock Issuance
Section 45 - Stockholders' Liability on Distribution Causing Insolvency
Section 46 - Stockholder's Action; Qualifications of Plaintiff
Section 47 - Directors; Number; Election; Qualifications
Section 48 - Election or Appointment of Officers; Qualifications; Bonds; Records of Proceedings
Section 50 - Term of Officers and Directors; Contingent Term; Vacancy
Section 50a - Directors; Staggered Terms; Election for Exemption; Vacancies
Section 51 - Removal of Officers and Directors
Section 52 - Filling Vacancies
Section 53 - Certificate of Change in Officers or Directors; Forfeiture for Failure to File
Section 54 - Powers of Directors
Section 55 - Committees; Delegation of Powers
Section 56 - Meetings of Directors; Necessity of Notice
Section 57 - Quorum at Directors' Meeting
Section 58 - Notice of Directors' Meeting
Section 59 - Consent in Lieu of Directors' Meeting; Effect; Telephone Conference Meetings
Section 60 - Improper Stock Issue; Liability of Directors
Section 61 - Unauthorized Distributions; Liability of Directors
Section 62 - Loans to Insiders; Liability of Officers and Directors
Section 63 - False Statement or Report; Liability of Officers
Section 64 - False Articles; Liability of Officers and Incorporators
Section 65 - Good Faith and Prudence as Defense
Section 67 - Indemnification of Officers and Directors
Section 68 - False Statement or Report; Domestic; Punishment
Section 69 - False Statement or Report; Other State or Country; Punishment
Section 70 - Amendments Authorized by Majority Vote
Section 71 - Amendment of Articles of Organization; Authorization by Corporation
Section 72 - Articles of Amendment; Filing; Time Effective
Section 73 - Amendment on Reorganization
Section 74 - Restatement of Articles of Organization; Vote; Filing; Contents; Time Effective
Section 75 - Mortgage or Disposal of Assets; Vote; Notice of Meeting
Section 76 - Dissenting Stockholder; Right to Demand Payment for Stock
Section 77 - Amendments Adversely Affecting Rights of Stockholder
Section 78 - Consolidation or Merger of Corporations
Section 79 - Consolidation or Merger With Foreign Corporation
Section 80 - Effect of Consolidation or Merger; Rights of Creditors
Section 81 - Surviving or New Corporation; Bond and Stock Issues to Complete Merger or Consolidation
Section 82 - Merger of Subsidiary Into Parent Corporation
Section 83 - Merger of Association or Trust Into Corporation
Section 83a - Domestic and Foreign Limited Liability Companies
Section 84 - Certificate of Filing Articles of Consolidation or Merger
Section 85 - Dissenting Stockholder; Right to Demand Payment for Stock; Exception
Section 86 - Sections Applicable to Appraisal; Prerequisites
Section 87 - Statement of Rights of Objecting Stockholders in Notice of Meeting; Form
Section 88 - Notice of Effectiveness of Action Objected To
Section 89 - Demand for Payment; Time for Payment
Section 90 - Demand for Determination of Value; Bill in Equity; Venue
Section 91 - Parties to Suit to Determine Value; Service
Section 92 - Decree Determining Value and Ordering Payment; Valuation Date
Section 93 - Reference to Special Master
Section 94 - Notation on Stock Certificates of Pendency of Bill
Section 96 - Dividends and Voting Rights After Demand for Payment
Section 97 - Status of Shares Paid For
Section 98 - Exclusive Remedy; Exception
Section 99 - Petition for Dissolution in Supreme Judicial Court; Cases
Section 100 - Voluntary Dissolution; Manner
Section 101 - Dissolution by State Secretary
Section 102 - Continuation for Purposes of Litigation and Settlement of Affairs
Section 103 - Petition for Distribution; Notice
Section 105 - Receivership; Corporation as Judgment Debtor; Powers of Receiver
Section 106 - Duties of Receiver
Section 107 - Dissolution; Return; Notice to Corporation
Section 108 - Revival of Dissolved Corporation for General or Limited Purposes; Conditions; Effect
Section 109 - Annual Report; Contents
Section 112 - Annual Report; Failure or Refusal to File; Penalties
Section 113 - Action to Recover Penalties and Forfeitures; Venue; Injunction