Massachusetts General Laws ch. 156B sec. 75 – Mortgage or disposal of assets; vote; notice of meeting
Section 75. (a) Every corporation may, subject to the provisions of section eight, authorize, at a meeting duly called for the purpose, by vote of two-thirds of the shares of each class of stock outstanding and entitled to vote thereon, the sale, lease or exchange of all or substantially all of its property and assets, including its goodwill, upon such terms and conditions as it deems expedient, except that the articles of organization of any corporation may provide that a vote of less than two-thirds but not less than a majority of the outstanding shares of each class of stock outstanding and entitled to vote thereon, shall be necessary for such authorization. Notice of the time, place and purposes of such meeting shall be given to each stockholder of record, whether or not entitled to vote thereat, in the manner provided in section thirty-six but at least twenty days prior to the date of such meeting.
Terms Used In Massachusetts General Laws ch. 156B sec. 75
- Assets: (1) The property comprising the estate of a deceased person, or (2) the property in a trust account.
- Corporation: A legal entity owned by the holders of shares of stock that have been issued, and that can own, receive, and transfer property, and carry on business in its own name.
- Lease: A contract transferring the use of property or occupancy of land, space, structures, or equipment in consideration of a payment (e.g., rent). Source: OCC
- Mortgage: The written agreement pledging property to a creditor as collateral for a loan.
(b) The authorization or consent of stockholders to the mortgage or pledge of, or granting of security interest in, property or assets of a corporation shall not be necessary except to the extent that the corporation’s articles of organization otherwise provide.