Nonprofit Corporation Board Meeting, Notice, Quorum, and Director Proxy Rules in Massachusetts
At a glance
| Governing law and documents | Chapter 180 nonprofit; § 10C applies Chapter 156B, §§ 56–59, subject to Chapter 180; bylaws control several meeting defaults (ch. 180, §§ 6A, 10C). |
|---|---|
| Meeting type, caller, and place | Director meetings may be in/out of MA; ch. 180 lets bylaws determine meeting-calling manner; § 56 supplies no standalone caller (ch. 180, § 6A; ch. 156B, § 56). |
| Regular meeting notice | Without notice if time/place fixed by bylaws or board, unless bylaws provide otherwise (ch. 156B, § 56). |
| Special meeting notice | Notice required; bylaws may define proper notice; purpose omitted unless bylaws require it (ch. 156B, §§ 56, 58). |
| Notice waiver and objection | Executed written waiver before/after filed with meeting records, or attendance without protest before/at start (ch. 156B, § 58). |
| Remote attendance | Unless articles/bylaws vary, conference telephone or similar equipment allowing all to hear each other at once; presence in person (ch. 156B, § 59). |
| Quorum and minimum | Majority of directors then in office unless bylaws provide otherwise (ch. 156B, § 57). |
| Director proxy | Board action is by directors present; Chapter 180's express proxy language concerns members; no separate director-proxy procedure stated in these board sections (ch. 180, § 6A; ch. 156B, § 57). |
| Vote and assent | At quorum, majority of directors present may act unless law, articles, or bylaws require more; § 57 states no separate deemed-assent procedure (ch. 156B, § 57). |
Requirements one by one
Applying the board-meeting rules
Chapter 180, § 10C applies Chapter 156B, §§ 56–59 to a Chapter 180 corporation. Under Chapter 156B, § 56, meetings may be held in or outside Massachusetts; a regular meeting with time and place fixed by the bylaws or board can proceed without notice unless the bylaws say otherwise. Special meetings require notice. Chapter 180, § 6A lets the bylaws determine how meetings are called and conducted, while Chapter 156B, § 58 lets the bylaws define proper notice and ordinarily permits a special-meeting notice or waiver to omit the purpose.
Presence and vote
Chapter 156B, § 59 treats conference telephone or similar equipment as presence in person when all participants can hear one another at the same time, unless the articles or bylaws provide otherwise. Under § 57, a majority of directors then in office forms the default quorum unless the bylaws vary it. Once quorum is present, a majority of directors present can act unless a larger number is required by law, articles, or bylaws.
What trips people up
Chapter 156B, § 58 recognizes a written waiver executed before or after a meeting and filed with its records; attending without protesting lack of notice before or when the meeting starts also waives notice. Chapter 180, § 6A expressly allows a member to vote by proxy by default. The incorporated board vote in Chapter 156B, § 57 is framed in terms of directors present; those board sections do not supply a separate director-proxy appointment procedure.
Common questions
Does a special-board-meeting notice have to state its purpose? Chapter 156B, § 58 says the purpose need not appear in the notice or waiver unless the bylaws require it.
Can directors join by telephone? Yes, under Chapter 156B, § 59, if all participants can hear each other at the same time and the articles or bylaws do not provide otherwise.
Statutes and sources
- Mass. Gen. Laws ch. 180, §§ 6A, 10C, official text accessed September 30, 2026.
- Mass. Gen. Laws ch. 156B, §§ 56–59, official text accessed September 30, 2026.
Source links
Every statute quoted above, linked, with the date we checked it.
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