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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 chapter 156D of the General Laws, as appearing in the 2006 Official Edition, is hereby amended by striking out the word "Act" in line 4, and inserting in place thereof the following word:- chapter.
SECTION 2. Section 1.40 of chapter 156D is hereby amended by striking out the word "means" in line 4.
SECTION 3. Section 1.40 of chapter 156D is hereby amended by striking out the word "means" in line 8.
SECTION 4. Section 1.40 chapter 156D is hereby amended by striking out the words "includes authority, county, district, and municipality" in lines 52-53 and inserting in place thereof the following words:- an authority, county, district or municipality.
SECTION 5. Section 1.40 chapter 156D is hereby amended by striking out the words “apply to” in line 100 and inserting in place thereof the following word:- applies.
SECTION 6. Section 1.40 of chapter 156D 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. Section 2.05 of chapter 156D is hereby amended by striking out the word “by-laws” in each place where it appears and inserting in place thereof the following word:- bylaws.
SECTION 8. Section 2.05 of chapter 156D is hereby amended by striking out the word "and" in line 19 and inserting in place thereof the following word:- or.
SECTION 9. Section 3.02 of chapter 156D 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 10. Clause (1) of subsection (a) of section 4.01 of chapter 156D 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 11. Section 4.01 of chapter 156D is hereby amended by striking out the words "section 301" in line 7, and inserting in place thereof the following words:- section 3.01.
SECTION 12. Section 4.01 of chapter 156D is hereby amended by striking out the word "fictious" in line 15, and inserting in place thereof the following word:- fictitious.
SECTION 13. Section 5.02 of 156D 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 14. Section 6.02 of chapter 156D is hereby amended by striking out the word “recision” in line 40, and inserting in place thereof the following word:- rescission.
SECTION 15. Section 6.23 of chapter 156D is hereby amended by striking out the words “the articles of organization so authorized” in lines 7-8, and inserting in place thereof the following words:- authorized by the articles of organization.
SECTION 16. Section 6.23 of chapter 156D is hereby amended by striking out the words "class of series" in line 9, and inserting in place thereof the following words:- class or series.
SECTION 17. Section 6.23 of chapter 156D is hereby amended by striking out the words "with respect to distributions" in line 16, and inserting in place thereof the following words:- with respect to a distribution.
SECTION 18. Section 6.27 of chapter 156D 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" in lines 14-17, 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 19. Section 6.27 of chapter 156D is hereby amended by striking out the word
"to transfer" in line 26, and inserting in place thereof the following words:- of transfer.
SECTION 20. Section 6.30 of chapter 156D is hereby amended by striking out the words “‘share’ includes” in line 6, and inserting in place thereof the following words:- shares include.
SECTION 21. Section 6.40 of chapter 156D is hereby amended by striking out the words "articles or organization" in line 16, and inserting in place thereof the following words:- articles of organization.
SECTION 22. Section 6.40 of chapter 156D is hereby amended by striking out the word "than" in line 47, and inserting in place thereof the following word:- then.
SECTION 23. Section 6.41 of chapter 156D is hereby amended by striking out the words "two-year period" in line 44, and inserting in place thereof the following words:- three-year period.
SECTION 24. Section 7.04 of chapter 156D is hereby amended by striking out the word "Act" in line 28, and inserting in place thereof the following word:- chapter.
SECTION 25. Section 7.08 of chapter 156D is hereby amended by striking out the word "stockholder" in line 17, and inserting in place thereof the following word:- shareholder.
SECTION 26. Section 7.08 of chapter 156D is hereby amended by striking out the word "stockholder" in line 23, and inserting in place thereof the following word:- shareholder.
SECTION 27. Section 7.24 of chapter 156D is hereby amended by striking out the word "demutualization" in line 25, and inserting in place thereof the following word:- cotenants.
SECTION 28. Section 7.25 of chapter 156D is hereby amended by striking out the word "Act" in line 5, and inserting in place thereof the following word:- chapter.
SECTION 29. Section 7.47 said chapter 156D is hereby amended by striking out the word “subchapter” in line 3, and inserting in place thereof the following word:- subdivision.
SECTION 30. Section 8.06 of chapter 156D is hereby amended by striking out the word “stock” in line 38, and inserting in place thereof the following word:- shares.
SECTION 31. Section 8.06 of chapter 156D is hereby amended by striking out the word “stock” in line 50, and inserting in place thereof the following word:- shares.
SECTION 32. Section 8.06 of chapter 156D is hereby amended by striking out the words “shall, unless otherwise provided in the vote, shall become” lines 53-54, and inserting in place thereof the following words:- shall, unless otherwise provided in the vote, become.
SECTION 33. Section 8.06 of chapter 156D is hereby amended by striking out the word “effect” in line 111, and inserting in place thereof the following word:- affect.
SECTION 34. Section 8.10 of chapter 156D is hereby amended by striking out the word “by-laws” in line 12, and inserting in place thereof the following word:- bylaws.
SECTION 35. Section 8.32 of chapter 156D is hereby amended by striking out the words “the obligation of a director of, the corporation” in line 3, and inserting in place thereof the following words:- the obligation of, a director of the corporation.
SECTION 36. Section 8.45 of chapter 156D is hereby amended by striking out the words “clerk or an assistant clerk” in line 6, and inserting in place thereof the following words:- secretary or an assistant secretary.
SECTION 37. Section 8.50 of chapter 156D is herby amended by striking out the title "SUBCHAPTER DEFINITIONS" in line 1, and inserting in place thereof the following title:- SUBDIVISION DEFINITIONS.
SECTION 38. Section 8.54 of chapter 156D is hereby amended by striking out the words “sections 8.51 or 8.51” in lines 19-20, and inserting in place thereof the following words:- section 8.51.
SECTION 39. Section 8.55 of chapter 156D is hereby amended by inserting, after the words "appointed by" in lines 11-12, the following words:- such a.
SECTION 40. 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 41. Section 8.58 of chapter 156D is hereby amended by striking out the in title the word "SUBCHAPTER" in line 2, and inserting in place thereof the following word:- SUBDIVISION.
SECTION 42. Section 8.58 of chapter 156D is hereby amended by striking out the words "articles of incorporation" in line 20, and inserting in place thereof the following words:- articles of organization.
SECTION 43. Section 8.58 of chapter 156D is hereby further amended by striking out the words "clause (3) of subsection (a) of section 11.06" in line 24, and inserting in place thereof the following words:- clause (4) of subsection (a) of section 11.07.
SECTION 44. Section 8.58 of chapter 156D is hereby amended by striking out the word "subchapter" in line 27, and inserting in place thereof the following word:- subdivision.
SECTION 45. Section 8.59 of chapter 156D is hereby amended by striking out, in the title, the word "SUBCHAPTER" in line 1, and inserting in place thereof the following word:- SUBDIVISION.
SECTION 46. Section 9.21 of chapter 156D is hereby further amended by striking out the words "subsection (c) of section 9.21" in line 28, and inserting in place thereof the following words:- subsection (3) of section 9.21.
SECTION 47. Section 9.22 of chapter 156D is hereby amended by striking out the words "chapter 15" in line 33, and inserting in place thereof the following words:- PART 15.
SECTION 48. Section 9.30 of chapter 156D is hereby amended by striking out the word "subchapter" in line 10, and inserting in place thereof the following word:- subdivision.
SECTION 49. Section 9.31 of chapter 156D is hereby amended by striking out the words "section 10.22" in line 27, and inserting in place thereof the following words:- section 10.21.
SECTION 50. Section 9.31 of chapter 156D is hereby further amended by striking out the words "plan of domestication" in line 30, and inserting in place thereof the following words:- plan of nonprofit conversion.
SECTION 51. Section 9.31 of chapter 156D is hereby further amended by striking out the words "section 9.31(c)" in line 35, and inserting in place thereof the following words:- section 9.31(3).
SECTION 52. Section 9.32 of chapter 156D is hereby amended by striking out the word "Act" in line 16, and inserting in place thereof the following word:- chapter.
SECTION 53. Section 9.40 of chapter 156D is hereby amended by striking out the word "subchapter" in line 7, and inserting in place thereof the following word:- subdivision.
SECTION 54. Section 9.52 of chapter 156D is hereby amended by striking out the words "organizational documents" in lines 16-17, and inserting in place thereof the following words:- organic documents.
SECTION 55. Section 9.52 of chapter 156D is hereby further amended by striking out the words "plan of domestication" in line 24, and inserting in place thereof the following words:- plan of conversion.
SECTION 56. Section 9.52 of chapter 156D is hereby further amended by striking out the words "subsection (c) of this section" in line 29, and inserting in place thereof the following words:- subsection (3) of this section.
SECTION 57. Section 9.52 of chapter 156D is hereby amended by striking out subclauses (1) and (2) in lines 32-37, 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 58. Section 9.53 of chapter 156D is hereby amended by striking out the words “any other desired provisions that section 2.02 subsection (b) of permits” in lines 34-35, and inserting in place thereof the following words:- any other desired provisions that subsection (b) of section 2.02 permits.
SECTION 59. Section 9.55 of chapter 156D is hereby amended by striking out the word "subchapter" in line 2, and inserting in place thereof the following word :- subdivision.
SECTION 60. Clause (5) of subsection (a) of section 9.55 of chapter 156D 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 61. Section 10.22 of chapter 156D is hereby amended by striking out the word "Act" in line 5, and inserting in place thereof the following word:- chapter.
SECTION 62. Section 11.01 of chapter 156D is hereby amended by striking out the words "merger under a plan of merger" in line 9, and inserting in place thereof the following word:- merge under a plan of merger.
SECTION 63. Subsection (b) of section 11.03 of chapter 156D 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 64. Section 11.04 of chapter 156D is hereby amended by striking out the words "the Act" in line 35, and inserting in place thereof the following words:- this chapter.
SECTION 65. Section 11.04 of chapter 156D is hereby further amended by striking out the words "subsection (c) of section 11.04" in lines 36-37, and inserting in place thereof the following words:- subsection (3) of section 11.04.
SECTION 66. Section 11.04 of chapter 156D is hereby amended by striking out the words "article of organization" in lines 38-39, and inserting in place thereof the following words:- articles of organization.
SECTION 67. Section 11.04 of chapter 156D is hereby amended by striking out the word "stock" in line 65, and inserting in place thereof the following word:- shares.
SECTION 68. Section 11.06 of chapter 156D is hereby amended by striking out the words "organizational documents" in line 28, and inserting in place thereof the following words:- organic documents.
SECTION 69. Section 11.07 of chapter 156D is hereby amended by striking out the words "organizational documents" in line 18, and inserting in place thereof the following words:- organic documents.
SECTION 70. Subsection (e) of section 12.02 of chapter 156D 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 71. Section 13.02 of chapter 156D 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" in lines 14-17, 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 72. Section 13.02 of chapter 156D is hereby amended by striking out the words "other than in his capacity as (i) a shareholder of the corporation whose shares are to be exchanged, (ii) a director, officer, employee or consultant of either the corporation whose shares are to be exchanged or the acquiring corporation" in lines 26-30, 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. Section 13.02 of chapter 156D 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 corporation or the acquiring corporation" in lines 51-53, 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. Section 13.02 of chapter 156D is hereby amended by striking out the words "transfer of registration or any outstanding shares" in lines 79-80, and inserting in place thereof the following words:- transfer of registration of any outstanding shares.
SECTION 75. Subsection (a) of section 13.20 of chapter 156D 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 76. Section 13.21 of chapter 156D is hereby amended by striking out the word "chapter" in line 13, and inserting in place thereof the following word:- PART.
SECTION 77. Section 13.22 of chapter 156D is hereby amended by striking out the word "chapter" in line 38, and inserting in place thereof the following word:- PART.
SECTION 78. Section 13.25 of chapter 156D is hereby amended by striking out the word "deserved" in line 31, and inserting in place thereof the following word:- described.
SECTION 79. Section 13.31 of chapter 156D is hereby amended by striking out the word "chapter" in line 20, and inserting in place thereof the following word:- PART.
SECTION 80. Section 14.20 of chapter 156D is hereby amended by inserting immediately before the words “the General Laws” in line 7, the following words:- chapter 62C or chapter 63 of.
SECTION 81. Section 14.30 of chapter 156D is hereby amended by striking out the word “stock” in line 11, and inserting in place thereof the following word:- shares.
SECTION 82. Section 14.34 of chapter 156D is hereby amended by striking out the word “stock” in line 24, and inserting in place thereof the following word:- shares.
SECTION 83. Section 15.01 of chapter 156D is hereby amended by striking out the word "corporations" in line 19, and inserting in place thereof the following word:- corporation’s.
SECTION 84. Section 15.01 of chapter 156D is hereby amended by inserting after the word "with" in line 29, the following word:- the.
SECTION 85. Section 15.03 of chapter 156D is hereby amended by striking out the word "agents" in line 14, and inserting in place thereof the following word:- agent’s.
SECTION 86. Section 15.04 of chapter 156D is hereby amended by inserting after the word “information" in line 23, the following word:- in.
SECTION 87. Section 15.05 of chapter 156D is hereby amended by striking out the word "corporations" in line 12, and inserting in place thereof the following word:- corporation’s.
SECTION 88. Section 15.05 of chapter 156D is hereby further amended by striking out the word "stockholders" in line 13, and inserting in place thereof the following word:- shareholders.
SECTION 89. Section 15.30 of chapter 156D is hereby amended by inserting after the words "or chapter 63" in line 6, the following words:- of the General Laws.
SECTION 90. Section 15.31 of chapter 156D is hereby amended by striking out the word "corporations" in line 13, and inserting in place thereof the following word:- corporation’s.
SECTION 91. Section 15.31 of chapter 156D is hereby amended by striking out the word "corporations" in line 19, and inserting in place thereof the following word:- corporation’s.
SECTION 92. Section 15.32 of chapter 156D is hereby amended by striking out the word "corporations" in line 10, and inserting in place thereof the following word:- corporation’s.
SECTION 93. Section 16.21 of chapter 156D is hereby amended by striking out the title “BY-LAW AMENDMENTS” in line 1, and inserting in place thereof the following title:- BYLAW AMENDMENTS.