By Mr. Scaccia of Boston, petition (accompanied by bill, House, No. 380) of William F. Galvin relative to technical corrections to the Massachusetts Business Corporation Act.  Economic Development and Emerging Technologies.

 

The Commonwealth of Massachusetts

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PETITION OF:

 


William F. Galvin

 

 


 

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In the Year Two Thousand and Seven.

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 An Act relative to technical corrections to the Massachusetts business corporation act.

 

    Be it enacted by the Senate and House of Representatives in General Court assembled, and by the authority of the same, as follows:


 

SECTION 1. Section 1.22 of subdivision B of PART 1 of chapter 156D of the General Laws, as appearing in section 17 of chapter 127 of the acts of 2003, is hereby amended by striking out the word "Act" and inserting in place thereof the following word:-  chapter.

SECTION 2.           The definition of "Articles of organization" in section 1.40 of subdivision D of PART 1 of said chapter 156D, as so appearing, is hereby amended by striking out the word "means".

SECTION  3.          The definition of "Authorized shares" in section 1.40 of subdivision D of PART 1 of said chapter 156D, as so appearing, is hereby amended by striking out the word "means".

SECTION 4.           The definition of "Governmental subdivision" in section 1.40 of subdivision D of PART 1 of said chapter 156D, as so appearing, is hereby amended by striking out the words "includes authority, county, district, and municipality" and inserting in place thereof the following words:-  an authority, county, district or municipality.

SECTION 5.           The definition of “Public corporation” in section 1.40 of subdivision D of PART 1 of said chapter 156D, as so appearing, is hereby amended by striking out the words “apply to” and inserting in place thereof the following word:-  applies.

SECTION 6.           The definition of “Public corporation” in section 1.40 of subdivision D of PART 1 of said chapter 156D, as so appearing, is hereby further amended by striking out the word “stock” in each place where it appears and inserting in place thereof the following word:-  shares.

SECTION 7.           Clause (1) of subsection (a) of section 2.05 of PART 2 of said chapter 156D, as so appearing, is hereby amended by striking out the word “by-laws” and inserting in place thereof the following word:-  bylaws.

SECTION 8.           Clause (2) of subsection (a) of section 2.05 of PART 2 of said chapter 156D, as so appearing, is hereby amended by striking out the word “by-laws” and inserting in place thereof the following word:-  bylaws.

SECTION 9.  Subsection (c) of section 2.05 of PART 2 of said chapter 156D, as so appearing, is hereby amended by striking out the word "and" and inserting in place thereof the following word:- or.

SECTION 10.  Subsection (b) of section 3.02 of PART 3 of said chapter 156D, as so appearing, is hereby amended by striking out the word “stock” in each place where it appears and inserting in place thereof the following word:-  shares.

SECTION 11.         Clause (1) of subsection (a) of section 4.01 of  PART 4 of said chapter 156D, as so appearing, is hereby amended by striking out its text in its entirety and inserting in place thereof the following words:-  shall contain the word “corporation,” “incorporated,” “company” or “limited” or the abbreviation “corp,” “inc,” “co,” or “ltd,” or words or abbreviations of like import in another language; and

SECTION 12.         Clause (2) of subsection (a) of section 4.01 of  PART 4 of said chapter 156D, as so appearing, is hereby amended by striking out the words "section 301" and inserting in place thereof the following words:-  section 3.01.

SECTION 13.         Clause (3) of subsection (b) of section 4.01 of PART 4 of said chapter 156D, as so appearing, is hereby amended by striking out the word "fictious" and inserting in place thereof the following word:-  fictitious.

SECTION 14.         Subsection (b) of section 5.02 of PART 5 of said chapter 156D, as so appearing, is hereby amended by striking out the words "(either manually or in facsimile) and delivering to the secretary of state for filing a statement of change that complies with the requirements of subsection (a) and recites that corporation" and inserting in place thereof the following words:-  , either manually or in facsimile, and delivering to the secretary of state for filing a statement of change that complies with the requirements of subsection (a) and recites that the corporation.

SECTION 15.         Subsection (d) of section 6.02 of subdivision A of PART 6 of said chapter 156D, as so appearing, is hereby amended by striking out the word “recision” and inserting in place thereof the following word:- rescission.

SECTION 16.         Clause (1) of the first sentence of subsection (b) of section 6.23 of subdivision B of PART 6 of said chapter 156D, as so appearing, is hereby amended by striking out the words “the articles of organization so authorized” and inserting in place thereof the following words:-  authorized by the articles of organization.

SECTION 17.         Clause (2) of the first sentence of subsection (b) of section 6.23 of subdivision B of PART 6 of said chapter 156D, as so appearing, is hereby amended by striking out the words "class of series" and inserting in place thereof the following words:-  class or series.

SECTION 18.         The second sentence of subsection (b) of section 6.23 of subdivision B of PART 6 of said chapter 156D, as so appearing, is hereby amended by striking out the words "with respect to distributions" and inserting in place thereof the following words:- with respect to a distribution.  

SECTION 19.         Subsection (b) of section 6.27 of subdivision B of PART 6 of said chapter 156D, as so appearing, is hereby amended by striking out the words "transfer of the holder if the restriction is authorized by this section and its existence is noted conspicuously on the front or back of the certificate or is contained in the formation" and inserting in place thereof the following words:-  transferee of the holder if the restriction is authorized by this section and its existence is noted conspicuously on the front or back of the certificate or is contained in the information.

SECTION 20.         Subsection (d) of section 6.27 of subdivision B of PART 6 of said chapter 156D, as so appearing, is hereby amended by striking out the word

"to transfer" and inserting in place thereof the following words:-  of transfer.

SECTION 21.         Subsection (b) of section 6.30 of subdivision C of PART 6 of said chapter 156D, as so appearing, is hereby amended by striking out the words "'share includes" and inserting in place thereof the following words:- shares include.

SECTION 22.         Clause (2) of subsection (c) of section 6.40 of subdivision D of PART 6 of said chapter 156D, as so appearing, is hereby amended by striking out the words "articles or organization" and inserting in place thereof the following words:- articles of organization.

SECTION 23.         Subsection (g) of section 6.40 of subdivision D of PART 6 of said chapter 156D, as so appearing, is hereby amended by striking out the words "could than be made" and inserting in place thereof the following words:-  could then be made.

SECTION 24.         Clause (2) of subsection (f) of section 6.41 of subdivision D of PART 6 of said chapter 156D, as so appearing, is hereby amended by striking out the words "two-year period" and inserting in place thereof the following words:- three-year period.

SECTION 25.         Clause (1) of subsection (d) of section 7.04 of subdivision A of PART 7 of said chapter 156D, as so appearing, is hereby amended by striking out the word "Act" and inserting in place thereof the following word:- chapter.

SECTION 26.         Subclause (i) of clause (2) of section 7.08 of subdivision A of PART 7 of said chapter 156D, as so appearing, is hereby amended by striking out the word "stockholder" and inserting in place thereof the following word:- shareholder.

SECTION 27.         Subclause (iii) of clause (2) of section 7.08 of subdivision A of PART 7 of said chapter 156D, as so appearing, is hereby amended by striking out the word "stockholder" and inserting in place thereof the following word:- shareholder.

SECTION 28.         Clause (5) of subsection (b) of section 7.24 of subdivision B of PART 7 of said chapter 156D, as so appearing, is hereby amended by striking out the word "demutualization" and inserting in place thereof the following word:- cotenants.

SECTION 29.         The second sentence of subsection (a) of section 7.25 of subdivision B of PART 7 of said chapter 156D, as so appearing, is hereby amended by striking out the word "Act" and inserting in place thereof the following word:-  chapter.

SECTION 30.         Section 7.47 of subdivision D of PART 7 of said chapter 156D, as so appearing, is hereby amended by striking out the word  “subchapter” and inserting in place thereof the following word:- subdivision.

SECTION 31.         The last sentence of subsection (b) of section 8.06 of subdivision A of PART 8 of said chapter 156D, as so appearing, is hereby amended by striking out the word “stock” and inserting in place thereof the following word:- shares.

SECTION 32.         The first sentence of clause (1) of subsection (c) of section 8.06 of subdivision A of PART 8 of said chapter 156D, as so appearing, is hereby amended by striking out the word “stock” and inserting in place thereof the following word:- shares.

SECTION 33.         The second sentence of clause (1) of subsection (c) of section 8.06 of subdivision A of PART 8 of said chapter 156D, as so appearing, is hereby amended by striking out the words “shall, unless otherwise provided in the vote, shall become” and inserting in place thereof the following words:- shall, unless otherwise provided in the vote, become.

SECTION 34.         The first sentence of subsection (g) of section 8.06 of subdivision A of PART 8 of said chapter 156D, as so appearing, is hereby amended by striking out the word “effect” and inserting in place thereof the following word:- affect.

SECTION 35.         Subsection (b) of section 8.10 of subdivision A of PART 8 of said chapter 156D, as so appearing, is hereby amended by striking out the word “by-laws” and inserting in place thereof the following word:-  bylaws.

SECTION 36.         Subsection (a) of section 8.32 of subdivision C of PART 8 of said chapter 156D, as so appearing, is hereby amended by striking out the words “the obligation of a director of, the corporation” and inserting in place thereof the following words:- the obligation of, a director of the corporation.

SECTION 37.         The first sentence of section 8.45 of subdivision D of PART 8 of said chapter 156D, as so appearing, is hereby amended by striking out the word “clerk” in each place where it appears and inserting in place thereof the following word:- secretary.

SECTION 38.         Section 8.50 of subdivision E of PART 8 of said chapter 156D, as so appearing, is herby amended by striking out the title "SUBCHAPTER DEFINITIONS" and inserting in place thereof the following title:-  SUBDIVISION DEFINITIONS.

SECTION 39.         Subclause (ii) of clause (3) of subsection (a) of section 8.54 of subdivision E of PART 8 of said chapter 156D, as so appearing, is hereby amended by striking out the words “sections 8.51 or 8.51” and inserting in place thereof the following words:- section 8.51.

SECTION 40.         Clause (1) of subsection (b) of section 8.55 of subdivision E of PART 8 of said chapter 156D, as so appearing, is hereby amended by inserting, after the words "appointed by", the following words:- such a.

SECTION 41.         Subsection (a) of section 8.56 of subdivision E of PART 8 of said chapter 156D, as so appearing, is hereby amended by striking out the word "subchapter" and inserting in place thereof the following word:- subdivision.

SECTION 42.         Section 8.58 of subdivision E of PART 8 of said chapter 156D, as so appearing, is hereby amended by striking out the in title the word "SUBCHAPTER" and inserting in place thereof the following word:- SUBDIVISION.

SECTION 43.         The second sentence of subsection (b) of section 8.58 of subdivision E of said PART 8 of said chapter 156D, as so appearing, is hereby amended by striking out the words "articles of incorporation" and inserting in place thereof the following words:-  articles of organization.

SECTION 44.         The second sentence of subsection (b) of section 8.58 of subdivision E of said PART 8 of said chapter 156D, as so appearing, is hereby further amended by striking out the words "clause (3) of subsection (a) of section 11.06" and inserting in place thereof the following words:- clause (4) of subsection (a) of section 11.07.

SECTION 45.         Subsection (c) of section 8.58 of subdivision E of PART 8 of said chapter 156D, as so appearing, is hereby amended by striking out the word "subchapter" and inserting in place thereof the following word:- subdivision.

SECTION 46.         Section 8.59 of subdivision E of PART 8 of said chapter 156D, as so appearing, is hereby amended by striking out, in the title, the word "SUBCHAPTER" and inserting in place thereof the following word:- SUBDIVISION.

SECTION  47.        Clause (5) of section 9.21 of subdivision A of PART 9 of said chapter 156D, as so appearing, is hereby further amended by striking out the words "subsection (c) of section 9.21" and inserting in place thereof the following words:- subsection (3) of section 9.21.

SECTION 48. Subsection (e) of section 9.22 of subdivision A of PART 9  of said chapter 156D, as so appearing, is hereby amended by striking out the words "chapter 15" and inserting in place thereof the following words:- PART 15.

SECTION 49. The second sentence of subsection (b) of section 9.30 of subdivision B of PART 9 of said chapter 156D, as so appearing, is hereby amended by striking out the word "subchapter" and inserting in place thereof the following word:- subdivision.

SECTION 50. Clause (5) of section 9.31 of subdivision B of PART 9 of said chapter 156D, as so appearing, is hereby amended by striking out the words "section 10.22" and inserting in place thereof the following words:- section 10.21.

SECTION 51. Clause (5) of section 9.31 of subdivision B of PART 9 of said chapter 156D, as so appearing, is hereby further amended by striking out the words "plan of domestication" and inserting in place thereof the following words:- plan of nonprofit conversion.

SECTION 52. Clause (5) of section 9.31 of subdivision B of PART 9 of said chapter 156D, as so appearing, is hereby further amended by striking out the words "section 9.31(c)" and inserting in place thereof the following words:- section 9.31(3).

SECTION 53.         Clause (2) of subsection (a) of section 9.32 of subdivision B of PART 9 of said chapter 156D, as so appearing, is hereby amended by striking out the word "Act" and inserting in place thereof the following word:- chapter.

SECTION 54.  Section 9.40 of subdivision C. of PART 9 of said chapter 156D, as so appearing, is hereby amended by striking out the word "subchapter" and inserting in place thereof the following word:-  subdivision.

SECTION 55.         The third sentence of clause (4) of section 9.52 of subdivision D of PART 9 of said chapter 156D, as so appearing, is hereby amended by striking out the words "organizational documents" and inserting in place thereof the following words:- organic documents.

SECTION 56. Clause (5) of section 9.52 of subdivision D of PART 9 of said chapter 156D, as so appearing, is hereby further amended by striking out the words "plan of domestication" and inserting in place thereof the following words:- plan of conversion.

SECTION 57. Clause (5) of section 9.52 of subdivision D of PART 9 of said chapter 156D, as so appearing, is hereby further amended by striking out the words "subsection (c) of this section" and inserting in place thereof the following words:- subsection (3) of this section.

SECTION 58.  Clause (6) of section 9.52 of subdivision D of PART 9 of said chapter 156D, as so appearing, is hereby amended by striking out subclauses (1) and (2) and inserting in place thereof the following two subclauses:- (i) would have a right to vote as a separate voting group on a provision in the plan that, if contained in a proposed amendment to articles of organization, would require action by separate voting groups under section 10.04; or

(ii) is entitled under the articles of organization to vote as a voting group to approve a plan of merger.

SECTION 59.         Clause (3) of subsection (b) of section 9.53 of subdivision D of PART 9 of said chapter 156D, as so appearing, is hereby amended by striking out the words “any other desired provisions that section 2.02 subsection (b) of permits” and inserting in place thereof the following words:- any other desired provisions that subsection (b) of section 2.02 permits.

SECTION 60.  The introductory language of subsection (a) of section 9.55 of subdivision D of PART 9 of said chapter 156D, as so appearing, is hereby amended by striking out the word "subchapter" and inserting in place thereof the following word :- subdivision.

SECTION 61.         Clause (5) of subsection (a) of section 9.55 of subdivision D of PART 9 of said chapter 156D, as so appearing, is hereby amended by striking out the words "organizational document" in each place it appears and inserting in place thereof the following words:- organic document.

SECTION 62.         Subsection (a) of section 10.22 of subdivision B of PART 10 of said chapter 156D, as so appearing, is hereby amended by striking out the word "Act" and inserting in place thereof the following word:-  chapter.

SECTION 63.         Paragraph (1) of the definition of “Party to a merger” in section 11.01 of PART 11 of said chapter 156D, as so appearing, is hereby amended by striking out the words "merger under a plan of merger" and inserting in place thereof the following word:- merge under a plan of merger.

SECTION 64 .  Subsection (b) of section 11.03 of PART 11 of said chapter 156D, as so appearing, is hereby amended by striking out the word "chapter", each time it appears, and inserting in place thereof, in each instance, the following word:- PART.

SECTION 65.         Clause (5) of section 11.04 of PART 11 of said chapter 156D, as so appearing, is hereby amended by striking out the words "the Act" and inserting in place thereof the following words:-  this chapter.

SECTION 66.         Clause (5) of section 11.04 of PART 11 of said chapter 156D, as so appearing, is hereby further amended by striking out the words "subsection (c) of section 11.04" and inserting in place thereof the following words:-  subsection (3) of section 11.04.

SECTION 67.         Clause (6) of section 11.04 of PART 11 of said chapter 156D, as so appearing, is hereby amended by striking out the words "article of organization" in the first line thereof and inserting in place thereof the following words:-  articles of organization.

SECTION 68.         Subclause (iv) of clause (7) of section 11.04 of PART 11 of said chapter 156D, as so appearing, is hereby amended by striking out the word "stock" and inserting in place thereof the following word:-  shares.

SECTION 69.         Clause (5) of subsection (a) of section 11.06 of PART 11 of said chapter 156D, as so appearing, is hereby amended by striking out the words "organizational documents" and inserting in place thereof the following words:- organic documents.

SECTION 70.         Clause (7) of subsection (a) of section 11.07 of PART 11 of said chapter 156D, as so appearing, is hereby amended by striking out the words "organizational documents" and inserting in place thereof the following words:- organic documents.

SECTION 71.         Subsection (e) of section 12.02 of PART 12 of said chapter 156D, as so appearing, is hereby amended by striking out the words "subsection (c) of section 12.02" in each place it appears and inserting in place thereof the following words:- subsection (b) of section 12.02.

SECTION 72.         Clause (1) of subsection (a) of section 13.02 subdivision A of PART 13 of said chapter 156D, as so appearing, is hereby amended by striking out the words "other than in his capacity as (i) a shareholder of the corporation, (ii) a director, officer, employee or consultant of either the merging or the surviving corporation" and inserting in place thereof the following words:- other than (i) in his capacity as a shareholder of the corporation, (ii) in his capacity as a director, officer, employee or consultant of either the merging or the surviving corporation.

SECTION 73.         Clause (2) of subsection (a) of section 13.02 subdivision A of PART 13 of said chapter 156D, as so appearing, is hereby amended by striking out the words "other than in his capacity as (i) a shareholder of the corporation, (ii) a director, officer, employee or consultant of either the merging or the surviving corporation" and inserting in place thereof the following words:- other than (i) in his capacity as a shareholder of the corporation, (ii) in his capacity as a director, officer, employee or consultant of either the merging or the surviving corporation.

SECTION 74.         Subclause (iii) of clause (3) of subsection (a) of section 13.02 subdivision A of PART 13 of said chapter 156D, as so appearing, is hereby amended by striking out the words "other than in his capacity as (i) a shareholder of the corporation, (ii) a director, officer, employee or consultant of either the merging or the surviving corporation" and inserting in place thereof the following words:- other than (i) in his capacity as a shareholder of the corporation, (ii) in his capacity as a director, officer, employee or consultant of either the merging or the surviving corporation.

SECTION 75.         Clause (5) of subsection (a) of section 13.02 subdivision A of PART 13 of said chapter 156D, as so appearing, is hereby amended by striking out the words "transfer of registration or any outstanding shares " and inserting in place thereof the following words:- transfer of registration of any outstanding shares.

SECTION 76.         Subsection (a) of section 13.20 of subdivision B of PART 13 of said chapter 156D, as so appearing, is hereby amended by striking out the word "chapter", each time it appears, and inserting in place thereof, in each instance, the following word:-  PART.

SECTION 77.         Subsection (b) of section 13.21 of subdivision B of PART 13 of said chapter 156D, as so appearing, is hereby amended by striking out the word "chapter" and inserting in place thereof the following word:-  PART.

SECTION 78.         Clause (3) of subsection (b) of section 13.22 of subdivision B of PART 13 of said chapter 156D, as so appearing, is hereby amended by striking out the word "chapter" and inserting in place thereof the following word:-  PART.

SECTION 79.         Subsection (d) of section 13.25 of subdivision B of PART 13 of said chapter 156D, as so appearing, is hereby amended by striking out the word "deserved" and inserting in place thereof the following word:- described.

SECTION 80.         Clause (2) of subsection (b) of section 13.31 of subdivision C of PART 13 of said chapter 156D, as so appearing, is hereby amended by striking out the word "chapter" and inserting in place thereof the following word:-  PART.

SECTION 81.         Subsection (a) of section 14.20 of subdivision B of PART 14 of said chapter 156D, as so appearing, is hereby amended by inserting immediately before the words “the General Laws” the following words:- chapter 62C or chapter 63 of.

SECTION 82.         The introductory language of clause (2) of section 14.30 of subdivision C of PART 14 of said chapter 156D, as so appearing, is hereby amended by striking out the word “stock” and inserting in place thereof the following word:- shares.

SECTION 83.         Subsection (b) of section 14.34 of subdivision C of PART 14 of said chapter 156D, as so appearing, is hereby amended by striking out the word “stock” and inserting in place thereof the following word:- shares.

SECTION 84.  Clause (4) of subsection (c) of section 15.01 of subdivision A of PART 15 of said chapter 156D, as so appearing, is hereby amended by striking out the word "corporations" and inserting in place thereof the following word:- corporation’s.

SECTION 85.  Clause (11) of subsection (c) of section 15.01 of subdivision A of PART 15 of said chapter 156D, as so appearing, is hereby amended by inserting after the word "with" the following word:- the.

SECTION 86.  Clause (5) of subsection (a) of section 15.03 of subdivision A of PART 15 of said chapter 156D, as so appearing, is hereby amended by striking out the word "agents" and inserting in place thereof the following word:- agent’s.

SECTION 87.  Subsection (d) of section 15.04 of subdivision A of PART 15 of said chapter 156D, as so appearing, is hereby amended by inserting after the word “information" the following word:- in.

SECTION 88.  Subsection (c) of section 15.05 of subdivision A of PART 15 of said chapter 156D, as so appearing, is hereby amended by striking out the word "corporations" and inserting in place thereof the following word:- corporation’s.

SECTION 89.  Subsection (c) of section 15.05 of subdivision A of PART 15 of said chapter 156D, as so appearing, is hereby further amended by striking out the word "stockholders" and inserting in place thereof the following word:- shareholders.

SECTION  90.        Section 15.30 of subdivision C of PART 15 of said chapter 156D, as so appearing, is hereby amended by inserting after the words "or chapter 63" the following words:-  of the General Laws.

SECTION 91.  Subsection (b) of section 15.31 of subdivision C of PART 15 of said chapter 156D, as so appearing, is hereby amended by striking out the word "corporations" and inserting in place thereof the following word:- corporation’s.

SECTION 92.  Subsection (d) of section 15.31 of subdivision C of PART 15 of said chapter 156D, as so appearing, is hereby amended by striking out the word "corporations" and inserting in place thereof the following word:- corporation’s.

SECTION 93.  Clause (3) of subsection (a) of section 15.32 of subdivision C of PART 15 of said chapter 156D, as so appearing, is hereby amended by striking out the word "corporations" and inserting in place thereof the following word:- corporation’s.

SECTION 94.  Section 16.21 of subdivision B of PART 16 of said chapter 156D, as so appearing, is hereby amended by striking out the title “BY-LAW AMENDMENTS” and inserting in place thereof the following title:- BYLAW AMENDMENTS.