Massachusetts General Laws
Chapter 156 - Business Corporations
Section 6 - Agreement of Association; Contents

Section 6. Three or more persons may associate themselves by written agreement of association with the intention of forming a corporation under general laws for any lawful purpose not excluded by section two. The agreement of association shall state:
(a) That the subscribers thereto associate themselves with the intention of forming a corporation.
(b) The corporate name assumed.
(c) The location of the principal office of the corporation in the commonwealth, and elsewhere in the case of corporations organized to do business wholly outside the commonwealth.
(d) The purposes for which the corporation is formed and the nature of the business to be transacted.
(e) If only shares with par value are to be issued, the total amount of the capital stock of the corporation, which shall not be less than one thousand dollars, to be authorized, and the number of shares into which the capital stock is to be divided, and the par value of the shares, which shall not be less than one dollar, or, in lieu thereof, if any shares without par value are to be issued, the number of shares without par value to be authorized, which shall not be less than ten, and the number of shares having par value to be authorized, if any, and the par value thereof, which shall not be less than one dollar.
(f) The restrictions, if any, imposed upon the transfer of shares.
(g) If there are to be two or more classes of stock, a description of the different classes and a statement of the terms on which they are to be created and of the method of voting thereon.
(h) Any other lawful provisions for the conduct and regulation of the business of the corporation, for its voluntary dissolution, or for limiting, defining or regulating the powers of the corporation, or of its directors or stockholders, or of any class of stockholders.
(i) The subscriber or subscribers by whom the first meeting of the incorporators shall be called.
(j) The names and residences of the incorporators and the amount of stock subscribed for by each.

Structure Massachusetts General Laws

Massachusetts General Laws

Part I - Administration of the Government

Title XXII - Corporations

Chapter 156 - Business Corporations

Section 1 - Definitions

Section 2 - Scope of Chapter

Section 3 - Corporations Not Within Application of Chapter; Adoption of Chapter

Section 4 - Powers

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 13 - Scope of By-Laws

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 30 - Special Meetings

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 35 - Reduction of Capital Stock; Services Rendered by Operatives; Liability; Disproportionate Payments by a Stockholder; Contribution

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 41 - Increase or Reduction of Capital Stock; Changes of Location; Change of Par Value of Capital Stock; Dissolution Proceedings

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