Massachusetts General Laws ch. 164 sec. 6 – Articles of organization; contents
Section 6. (a) The articles of organization shall state:
Terms Used In Massachusetts General Laws ch. 164 sec. 6
- 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.
- Damages: Money paid by defendants to successful plaintiffs in civil cases to compensate the plaintiffs for their injuries.
- Fiduciary: A trustee, executor, or administrator.
- Fiscal year: The fiscal year is the accounting period for the government. For the federal government, this begins on October 1 and ends on September 30. The fiscal year is designated by the calendar year in which it ends; for example, fiscal year 2006 begins on October 1, 2005 and ends on September 30, 2006.
(1) that the incorporators (stating their names, including their given names, and post office addresses) associate themselves with the intention of forming a gas or electric company, or a combined gas and electric company, as the case may be;
(2) the name of the corporation;
(3) the purposes for which the corporation is formed;
(4) the amount of its capital stock, which shall not be less than one thousand dollars; the number of shares into which the capital stock is to be divided; and if more than one class of stock is authorized, a description of each class with the preferences, voting powers, qualifications, special or relative rights or privileges as to each class thereof and any series then established; provided, however, that the aggregate amount of preferred stock shall not exceed the aggregate amount of common stock and all cash premiums paid to the corporation and applied to the purposes of the corporation;
(5) the par value of the shares, which may be one hundred dollars, fifty dollars, twenty-five dollars, twenty dollars, ten dollars, five dollars, one dollar or such other amount as the department shall authorize.
(6) in case of a corporation organized for the purposes set forth in section nine A, the statement described in said section.
(b) The articles of organization, in addition may state:
(1) any restrictions imposed upon the transfer of shares of stock of any class;
(11/2) a provision eliminating or limiting the personal liability of a director to the corporation or its stockholders for monetary damages for breach of fiduciary duty as a director notwithstanding any provision of law imposing such liability; provided, however, that such provision shall not eliminate or limit the liability of a director (i) for any breach of the director’s duty of loyalty to the corporation or its stockholders, (ii) for acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law, (iii) under section sixty-one or sixty-two of chapter one hundred and fifty-six B, or (iv) for any transaction from which the director derived an improper personal benefit; and
(2) any other lawful provisions for the conduct and regulation of the business and affairs 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.
No provision adopted pursuant to clause (11/2) shall eliminate or limit the liability of a director for any act or omission occurring prior to the date upon which such provision becomes effective.
(c) The form on which articles of organization are filed shall also contain the following information which shall not for any purpose be treated as a permanent part of said articles:
(1) the post office address of the initial principal office of the corporation in the commonwealth;
(2) the name, residence and post office address of each of the initial directors and the president, treasurer and clerk of the corporation;
(3) the fiscal year of the corporation initially adopted;
(4) the date initially fixed in the by-laws for the annual meeting of stockholders of the corporation;
(5) the name and business address of the resident agent, if any, of the corporation.