Corporate Bylaws - Massachusetts

BYLAWS OF [____________________], a Massachusetts corporation

A for-profit corporation organized under the Massachusetts Business Corporation Act, M.G.L. c. 156D (the "Act").

Effective Date: [__/__/____]

TABLE OF CONTENTS

1. Article I — Offices and Registered Agent
2. Article II — Shareholders
3. Article III — Board of Directors
4. Article IV — Committees
5. Article V — Officers
6. Article VI — Shares and Transfers
7. Article VII — Indemnification and Advance for Expenses
8. Article VIII — Distributions and Dividends
9. Article IX — Records and Reports
10. Article X — Corporate Seal, Fiscal Year, and General Provisions
11. Article XI — Amendment of Bylaws
12. Article XII — Emergency Bylaws
13. Certification / Secretary's Adoption Block
14. Sources and References

ARTICLE I — OFFICES AND REGISTERED AGENT

Section 1.1 Principal Office. The principal office of the corporation shall be located at [____________________], or at such other place as the Board may from time to time determine. The corporation may also have offices at such other places, within or without the Commonwealth of Massachusetts, as the Board may designate or the business of the corporation may require.

Section 1.2 Registered Office and Registered Agent. The corporation shall continuously maintain in the Commonwealth a registered office and a registered agent as required by M.G.L. c. 156D, § 5.01. The registered agent is [____________________], whose registered office address is [____________________]. The Board may change the registered office or registered agent from time to time by filing the appropriate statement of change with the Secretary of the Commonwealth as provided in M.G.L. c. 156D, § 5.02.

ARTICLE II — SHAREHOLDERS

Section 2.1 Annual Meeting. Pursuant to M.G.L. c. 156D, § 7.01, the corporation shall hold an annual meeting of shareholders at a time stated in or fixed in accordance with these Bylaws, for the election of directors and the transaction of such other business as may properly come before the meeting. The annual meeting shall be held on [____________________], or on such other date and at such time as the Board may fix. The failure to hold an annual meeting at the designated time does not affect the validity of any corporate action.

Section 2.2 Special Meetings. Pursuant to M.G.L. c. 156D, § 7.02, special meetings of shareholders may be called by the Board, by the person or persons authorized to do so by the Articles or these Bylaws, or, except as the Articles otherwise provide for a corporation with more than a stated number of shareholders, upon the written demand of the holders of at least ten percent (10%) of all the votes entitled to be cast on any issue proposed to be considered at the meeting (or such other percentage, not exceeding forty percent (40%), as the Articles may provide). Only business within the purpose or purposes described in the meeting notice may be conducted at a special meeting.

Section 2.3 Place of Meetings; Remote Participation. Meetings of shareholders may be held in or out of the Commonwealth at the place stated in or fixed in accordance with these Bylaws. If no place is stated or fixed, meetings shall be held at the corporation's principal office. As authorized by M.G.L. c. 156D, § 7.08, the Board may determine that a meeting not be held at any place and instead be held solely by means of remote communication, and may permit shareholders not physically present to participate and be deemed present in person and to vote at the meeting, subject to the conditions of that section.

Section 2.4 Notice of Meetings. Pursuant to M.G.L. c. 156D, § 7.05, the corporation shall notify shareholders of the date, time, and place of each annual and special shareholders' meeting no fewer than seven (7) days nor more than sixty (60) days before the meeting date, unless the Act or the Articles require otherwise. Notice of a special meeting must include a description of the purpose or purposes for which the meeting is called. Unless the Act or the Articles require otherwise, notice of an annual meeting need not include a description of its purpose. The corporation is required to give notice only to shareholders entitled to vote at the meeting unless the Act requires otherwise.

Section 2.5 Waiver of Notice. A shareholder may waive any notice required by the Act, the Articles, or these Bylaws before or after the date and time stated in the notice, as provided in M.G.L. c. 156D, § 7.06. The waiver must be in writing, be signed by the shareholder entitled to the notice, and be delivered to the corporation for inclusion in the minutes or filing with the corporate records. A shareholder's attendance at a meeting waives objection to lack of, or defective, notice and (in the case of a special meeting) objection to consideration of a particular matter not within the purpose described in the meeting notice, unless the shareholder objects as provided in § 7.06.

Section 2.6 Record Date. Pursuant to M.G.L. c. 156D, § 7.07, these Bylaws may fix or provide the manner of fixing the record date for determining the shareholders entitled to notice of a meeting, to demand a special meeting, to vote, or to take any other action. If not so fixed, the Board may fix a future date as the record date. A record date may not be more than seventy (70) days before the meeting or action requiring a determination of shareholders.

Section 2.7 Shareholders' List. After fixing a record date for a meeting, the corporation shall prepare an alphabetical list of the names of all its shareholders entitled to notice of the meeting, arranged by voting group and within each group by class or series of shares, and shall make the list available for inspection as provided in M.G.L. c. 156D, § 7.20.

Section 2.8 Quorum. Pursuant to M.G.L. c. 156D, § 7.25, shares entitled to vote as a separate voting group may take action on a matter at a meeting only if a quorum of those shares exists with respect to that matter. Unless the Act, the Articles, these Bylaws, or a resolution of the Board permitted by M.G.L. c. 156D, § 7.27 provides otherwise, a majority of the votes entitled to be cast on the matter by the voting group constitutes a quorum of that voting group for action on that matter. Once a share is represented for any purpose at a meeting, it is deemed present for quorum purposes for the remainder of the meeting and any adjournment, unless the shareholder attends solely to object to the meeting or, in the case of an adjournment, a new record date is set.

Section 2.9 Voting. Except as otherwise provided by the Act or the Articles, each outstanding share is entitled to one (1) vote on each matter voted on at a shareholders' meeting, as provided in M.G.L. c. 156D, § 7.21. Pursuant to M.G.L. c. 156D, § 7.25(c), if a quorum of a voting group exists, favorable action on a matter, other than the election of directors, is taken by the voting group if the votes cast within the group favoring the action exceed the votes cast opposing the action, unless the Act, the Articles, these Bylaws, or a Board resolution permitted by § 7.27 requires a greater number of affirmative votes. The election of directors is governed by M.G.L. c. 156D, § 7.28.

Section 2.10 Proxies. A shareholder may appoint a proxy to vote or otherwise act for the shareholder by signing an appointment form or by an electronic transmission, in accordance with M.G.L. c. 156D, § 7.22. An appointment is effective when received by the Secretary or other officer or agent authorized to tabulate votes, and is valid for eleven (11) months unless a longer period is expressly provided. An appointment is revocable unless the form conspicuously states that it is irrevocable and the appointment is coupled with an interest.

Section 2.11 Greater or Lesser Quorum or Voting Requirements. As permitted by M.G.L. c. 156D, §§ 7.27 and 10.21, if authorized by the Articles, the initial bylaws or a bylaw subsequently adopted by the shareholders may provide for a greater or lesser quorum requirement, or a greater voting requirement, for any voting group of shareholders than is provided by the Act. A bylaw dealing with quorum or voting requirements for shareholders may not be adopted, amended, or repealed by the Board.

Section 2.12 Action Without Meeting. Pursuant to M.G.L. c. 156D, § 7.04, action required or permitted to be taken at a shareholders' meeting may be taken without a meeting if the action is taken by all the shareholders entitled to vote on the action, or, to the extent permitted by the Articles, by shareholders holding shares having not less than the minimum number of votes that would be necessary to authorize or take the action at a meeting at which all shares entitled to vote were present and voted. The action must be evidenced by one or more written consents (or electronic transmissions) describing the action taken, signed by the consenting shareholders, bearing the date of signature, and delivered to the corporation for inclusion in the minutes or filing with the corporate records, and the corporation shall give any notice of less-than-unanimous action required by § 7.04.

Section 2.13 Adjournment. Unless these Bylaws require otherwise, if a meeting of shareholders is adjourned to a different date, time, or place, notice need not be given of the new date, time, or place if announced at the meeting before adjournment. If a new record date for the adjourned meeting is or must be fixed under M.G.L. c. 156D, § 7.07, however, notice of the adjourned meeting must be given to shareholders entitled to vote as of the new record date.

ARTICLE III — BOARD OF DIRECTORS

Section 3.1 General Powers and Duties. Pursuant to M.G.L. c. 156D, § 8.01, except as otherwise provided in the Act or in an agreement authorized under M.G.L. c. 156D, § 7.32, all corporate powers shall be exercised by or under the authority of the Board, and the business and affairs of the corporation shall be managed by or under the direction, and subject to the oversight, of the Board.

Section 3.2 Number and Qualifications. Pursuant to M.G.L. c. 156D, § 8.03, the Board shall consist of one (1) or more individuals, with the number specified as [____] director(s), or fixed from time to time within a range of not fewer than [____] nor more than [____] directors as permitted by the Articles or these Bylaws; provided that if the corporation has more than two shareholders, the number of directors may not be fewer than three (3), except that the number may be fixed at the number of shareholders if there are fewer than three shareholders, as provided in § 8.03. Directors need not be residents of the Commonwealth or shareholders of the corporation unless the Articles or these Bylaws so require (M.G.L. c. 156D, § 8.02).

Section 3.3 Election and Term. Directors are elected at the first annual shareholders' meeting and at each annual meeting thereafter, unless their terms are staggered under M.G.L. c. 156D, § 8.06. The terms of the directors expire at the next annual shareholders' meeting following their election, except in the case of staggered terms, and a director continues to hold office until a successor is elected and qualifies or until there is a decrease in the number of directors, subject to earlier resignation, removal, or death (M.G.L. c. 156D, § 8.05).

Section 3.4 Resignation. A director may resign at any time by delivering written notice to the Board, its chair, or the corporation, in accordance with M.G.L. c. 156D, § 8.07. A resignation is effective when the notice is delivered unless it specifies a later effective date.

Section 3.5 Removal. Pursuant to M.G.L. c. 156D, § 8.08, the shareholders may remove one or more directors with or without cause unless the Articles provide that directors may be removed only for cause. A director may be removed by the shareholders only at a meeting called for the purpose of removing the director, and the meeting notice must state that the purpose, or one of the purposes, of the meeting is removal of the director.

Section 3.6 Vacancies. Pursuant to M.G.L. c. 156D, § 8.10, unless the Articles provide otherwise, a vacancy on the Board, including a vacancy resulting from an increase in the number of directors, may be filled by the shareholders, by the Board, or, if the directors remaining in office constitute fewer than a quorum, by the affirmative vote of a majority of all the directors remaining in office.

Section 3.7 Regular Meetings. The Board may hold regular meetings, in or out of the Commonwealth, at such times and places as it may determine. Regular meetings may be held without notice of the date, time, place, or purpose, as provided in M.G.L. c. 156D, § 8.22.

Section 3.8 Special Meetings. Pursuant to M.G.L. c. 156D, § 8.20, the Board may hold special meetings in or out of the Commonwealth. Special meetings of the Board may be called by [the chair of the Board / the president / any two (2) directors].

Section 3.9 Notice of Special Meetings. Pursuant to M.G.L. c. 156D, § 8.22, unless the Articles or these Bylaws provide otherwise, special meetings of the Board must be preceded by at least [two (2)] days' notice of the date, time, and place of the meeting, but the notice need not describe the purpose of the special meeting. A director may waive notice as provided in M.G.L. c. 156D, § 8.23; a director's attendance at or participation in a meeting waives any required notice unless the director, at the beginning of the meeting or promptly upon arrival, objects to holding the meeting or transacting business at the meeting and does not thereafter vote for or assent to action taken at the meeting.

Section 3.10 Quorum and Voting. Pursuant to M.G.L. c. 156D, § 8.24, unless the Articles or these Bylaws require a greater number, a quorum of the Board consists of a majority of the fixed number of directors (or, if a variable range is established, a majority of the number of directors prescribed, or if no number is prescribed, the number in office immediately before the meeting begins). The Articles or these Bylaws may authorize a quorum of not fewer than one-third (1/3) of the number of directors so fixed or prescribed. If a quorum is present when a vote is taken, the affirmative vote of a majority of directors present is the act of the Board unless the Act, the Articles, or these Bylaws require the vote of a greater number.

Section 3.11 Telephonic and Electronic Meetings. Pursuant to M.G.L. c. 156D, § 8.20, unless the Articles or these Bylaws provide otherwise, the Board may permit any or all directors to participate in a regular or special meeting by, or conduct the meeting through the use of, any means of communication by which all directors participating may simultaneously hear each other during the meeting. A director participating by such means is deemed present in person at the meeting.

Section 3.12 Action Without Meeting. Pursuant to M.G.L. c. 156D, § 8.21, unless the Articles or these Bylaws provide otherwise, action required or permitted to be taken at a Board meeting may be taken without a meeting if the action is taken by the unanimous consent of the members of the Board. The action must be evidenced by one or more consents in writing or by electronic transmission describing the action taken, signed by each director, and included in the minutes or filed with the corporate records. Action taken under this section is effective when the last director signs or delivers the consent, unless the consent specifies a different effective date.

Section 3.13 Compensation. Pursuant to M.G.L. c. 156D, § 8.11, the Board may fix the compensation of directors and may provide for reimbursement of reasonable expenses incurred in the performance of their duties.

Section 3.14 Standards of Conduct. Pursuant to M.G.L. c. 156D, § 8.30, each member of the Board, when discharging the duties of a director, shall act in good faith and in a manner the director reasonably believes to be in the best interests of the corporation, and shall discharge those duties with the care that a person in a like position would reasonably believe appropriate under similar circumstances. A director is entitled to rely on information, opinions, reports, and statements as provided in § 8.30.

ARTICLE IV — COMMITTEES

Section 4.1 Creation of Committees. Pursuant to M.G.L. c. 156D, § 8.25, unless the Articles or these Bylaws provide otherwise, the Board may create one or more committees and appoint one or more members of the Board to serve on them. The creation of a committee and appointment of members to it must be approved by the greater of (a) a majority of all the directors in office when the action is taken or (b) the number of directors required by the Articles or these Bylaws to take action under M.G.L. c. 156D, § 8.24.

Section 4.2 Authority of Committees. To the extent specified by the Board or in the Articles or these Bylaws, each committee may exercise the powers of the Board. A committee may not, however, take any action that M.G.L. c. 156D, § 8.25 prohibits a committee from taking, including authorizing distributions; approving or proposing to shareholders action that the Act requires be approved by shareholders; changing the number of directors, filling vacancies on the Board or any committee, or removing directors; or adopting, amending, or repealing these Bylaws.

Section 4.3 Committee Procedures. The provisions of the Act and these Bylaws governing meetings, action without meeting, notice and waiver of notice, and quorum and voting requirements of the Board apply to committees and their members.

ARTICLE V — OFFICERS

Section 5.1 Required Officers. Pursuant to M.G.L. c. 156D, § 8.40, the corporation shall have a president, a treasurer, and a secretary, and may have such other officers and assistant officers as are appointed by the Board or by a duly authorized officer. The same individual may simultaneously hold more than one office in the corporation, except that the same person may not serve concurrently as both the president and the secretary unless permitted by the Act and these Bylaws.

Section 5.2 Appointment and Term. Officers are appointed by the Board, or by an officer to the extent the Board or these Bylaws so authorize. Each officer holds office until a successor is appointed or until the officer's earlier resignation or removal.

Section 5.3 Resignation and Removal. Pursuant to M.G.L. c. 156D, § 8.43, an officer may resign at any time by delivering notice to the corporation; the resignation is effective when the notice is delivered unless it specifies a later effective date. The Board may remove any officer at any time with or without cause. The appointment of an officer does not itself create contract rights (M.G.L. c. 156D, § 8.44).

Section 5.4 President. The president is the principal executive officer of the corporation (unless the Board designates another officer as principal executive officer) and, subject to the Board's control, supervises and controls the business and affairs of the corporation. The president shall preside at meetings of shareholders and of the Board in the absence of a chair of the Board, and shall perform such other duties as the Board may assign.

Section 5.5 Secretary. The secretary shall: (a) prepare and maintain minutes of the meetings of shareholders and the Board and a record of actions taken by the shareholders or Board without a meeting; (b) authenticate records of the corporation; (c) give all notices required by the Act, the Articles, or these Bylaws; and (d) perform such other duties as the Board or the president may assign, consistent with M.G.L. c. 156D, § 8.41.

Section 5.6 Treasurer. The treasurer is the principal financial and accounting officer of the corporation and shall: (a) have charge and custody of, and be responsible for, the funds and securities of the corporation; (b) keep accurate books and records of account; (c) deposit corporate funds in depositories selected by the Board; and (d) perform such other duties as the Board or the president may assign.

Section 5.7 Standards of Conduct for Officers. Pursuant to M.G.L. c. 156D, § 8.42, each officer with discretionary authority shall discharge the officer's duties under that authority in good faith, with the care that a person in a like position would reasonably exercise under similar circumstances, and in a manner the officer reasonably believes to be in the best interests of the corporation.

ARTICLE VI — SHARES AND TRANSFERS

Section 6.1 Issuance of Shares. The Board may authorize the issuance of shares for consideration consisting of any tangible or intangible property or benefit to the corporation, as permitted by M.G.L. c. 156D, § 6.21. Shares may be certificated or uncertificated as determined by the Board.

Section 6.2 Share Certificates. If shares are certificated, each certificate shall state on its face the name of the issuing corporation and that it is organized under the laws of the Commonwealth of Massachusetts, the name of the person to whom issued, and the number and class (and the designation of the series, if any) of shares the certificate represents, in accordance with M.G.L. c. 156D, § 6.25. Each certificate shall be signed (manually or in facsimile) by two officers designated in these Bylaws or by the Board, and may bear the corporate seal or its facsimile.

Section 6.3 Uncertificated Shares. The Board may authorize the issuance of some or all shares without certificates. Within a reasonable time after the issuance or transfer of uncertificated shares, the corporation shall send the shareholder a written statement of the information required by M.G.L. c. 156D, § 6.26 that would otherwise appear on a certificate.

Section 6.4 Transfer of Shares. Transfers of shares shall be made on the books of the corporation only by the record holder or by a duly authorized attorney, upon surrender of any certificate (if certificated) properly endorsed for transfer, and subject to any restriction on transfer imposed in accordance with the Act.

Section 6.5 Transfer Restrictions. The corporation may impose restrictions on the transfer or registration of transfer of shares as authorized by M.G.L. c. 156D, § 6.27. A restriction is valid and enforceable against the holder or a transferee if it is authorized by that section and its existence is noted conspicuously on the front or back of any certificate or is contained in the information statement for uncertificated shares.

Section 6.6 Lost, Destroyed, or Stolen Certificates. The Board may direct the issuance of a new certificate (or uncertificated shares) in place of any certificate alleged to have been lost, destroyed, or wrongfully taken, upon receipt of such evidence of the loss, destruction, or theft and, if the Board requires, the giving of a bond sufficient to indemnify the corporation against any claim that may be made on account of the alleged loss, destruction, or theft.

ARTICLE VII — INDEMNIFICATION AND ADVANCE FOR EXPENSES

Section 7.1 Permissible Indemnification of Directors. To the fullest extent authorized by M.G.L. c. 156D, § 8.51, and except as that section otherwise provides, the corporation shall indemnify an individual who is a party to a proceeding because the individual is a director against liability incurred in the proceeding if: (a)(i) the individual conducted himself or herself in good faith; (ii) the individual reasonably believed that the conduct was in the best interests of the corporation or that the conduct was at least not opposed to the best interests of the corporation; and (iii) in the case of any criminal proceeding, the individual had no reasonable cause to believe the conduct was unlawful; or (b) the individual engaged in conduct for which the individual is not liable under a provision of the Articles authorized by M.G.L. c. 156D, § 2.02(b)(4). The termination of a proceeding by judgment, order, settlement, conviction, or upon a plea of nolo contendere or its equivalent is not, of itself, determinative that the director did not meet the relevant standard of conduct. A corporation may not indemnify a director under § 8.51 if the director's conduct did not satisfy the standards set forth in that section, unless ordered by a court under M.G.L. c. 156D, § 8.54.

Section 7.2 Mandatory Indemnification. Pursuant to M.G.L. c. 156D, § 8.52, the corporation shall indemnify a director who was wholly successful, on the merits or otherwise, in the defense of any proceeding to which the director was a party because the director is or was a director of the corporation, against reasonable expenses incurred by the director in connection with the proceeding.

Section 7.3 Advance for Expenses. Pursuant to M.G.L. c. 156D, § 8.53, the corporation may, before final disposition of a proceeding, advance funds to pay for or reimburse the reasonable expenses incurred by a director who is a party to a proceeding because the individual is a director if the director delivers to the corporation: (a) a written affirmation of the director's good-faith belief that the director has met the relevant standard of conduct described in M.G.L. c. 156D, § 8.51 or that the proceeding involves conduct for which liability has been eliminated under a provision of the Articles authorized by M.G.L. c. 156D, § 2.02(b)(4); and (b) a written undertaking to repay any funds advanced if the director is not entitled to mandatory indemnification under M.G.L. c. 156D, § 8.52 and it is ultimately determined under § 8.54 or § 8.55 that the director has not met the relevant standard of conduct. The undertaking must be an unlimited general obligation of the director, but need not be secured and may be accepted without reference to the financial ability of the director to make repayment.

Section 7.4 Determination and Authorization. Pursuant to M.G.L. c. 156D, § 8.55, the corporation may not indemnify a director under § 8.51 unless authorized for a specific proceeding after a determination has been made that indemnification is permissible because the director has met the relevant standard of conduct. The determination and authorization shall be made by the disinterested directors, by special legal counsel, or by the shareholders, in the manner specified in that section (shares owned or voted under the control of a director who at the time does not qualify as a disinterested director may not be voted).

Section 7.5 Indemnification of Officers. Pursuant to M.G.L. c. 156D, § 8.56, an officer of the corporation who is not a director is entitled to mandatory indemnification under § 8.52, and is entitled to apply for court-ordered indemnification or advance for expenses under § 8.54, in each case to the same extent as a director. The corporation may also indemnify and advance expenses to an officer, employee, or agent of the corporation to the same extent as to a director and, in the case of an officer, to the further extent provided by the Articles, these Bylaws, a Board resolution, or a contract, except for liability arising out of conduct described in M.G.L. c. 156D, § 8.56.

Section 7.6 Insurance. Pursuant to M.G.L. c. 156D, § 8.57, the corporation may purchase and maintain insurance on behalf of an individual who is a director or officer of the corporation, or who, while a director or officer, serves at the corporation's request in another capacity, against liability asserted against or incurred by the individual in that capacity or arising from the individual's status, whether or not the corporation would have power to indemnify or advance expenses to the individual against the same liability under §§ 8.51 to 8.53.

Section 7.7 Obligatory Indemnification; Variation by Corporate Action. Pursuant to M.G.L. c. 156D, § 8.58, the corporation hereby obligates itself, in advance of the act or omission giving rise to a proceeding, to provide indemnification in accordance with M.G.L. c. 156D, §§ 8.51 and 8.56 and to advance funds to pay for or reimburse expenses in accordance with M.G.L. c. 156D, § 8.53, in each case to the fullest extent permitted by law (unless this Article specifically provides otherwise), and this obligation is deemed to satisfy the authorization requirements of § 8.53(c) and § 8.55(c).

Section 7.8 Non-Exclusivity; Continuation. The indemnification and advance for expenses provided by this Article are in addition to and not exclusive of any other rights to which a person may be entitled, consistent with the Act. Such rights continue as to a person who has ceased to serve in the capacity that gave rise to the right and inure to the benefit of the person's heirs, executors, and administrators.

ARTICLE VIII — DISTRIBUTIONS AND DIVIDENDS

Section 8.1 Authorization. The Board may authorize, and the corporation may make, distributions to its shareholders (including dividends) at such times and in such amounts as the Board determines, subject to any restriction in the Articles and to the limitations of M.G.L. c. 156D, § 6.40.

Section 8.2 Limitations. No distribution may be made if, after giving it effect: (a) the corporation would not be able to pay its debts as they become due in the usual course of business; or (b) the corporation's total assets would be less than the sum of its total liabilities plus (unless the Articles permit otherwise) the amount that would be needed, if the corporation were to be dissolved at the time of the distribution, to satisfy the preferential rights upon dissolution of shareholders whose preferential rights are superior to those of the shareholders receiving the distribution, all as provided and measured under M.G.L. c. 156D, § 6.40.

Section 8.3 Record Date for Distributions. The Board may fix the record date for determining shareholders entitled to a distribution. If the Board does not fix a record date, the record date is the date the Board authorizes the distribution, as provided in M.G.L. c. 156D, § 6.40.

ARTICLE IX — RECORDS AND REPORTS

Section 9.1 Corporate Records. Pursuant to M.G.L. c. 156D, § 16.01, the corporation shall keep as permanent records minutes of all meetings of its shareholders and Board, a record of all actions taken by the shareholders or Board without a meeting, and a record of all actions taken by a committee of the Board in place of the Board on behalf of the corporation. The corporation shall maintain appropriate accounting records and a record of its shareholders in a form that permits preparation of a list of the names and addresses of all shareholders in alphabetical order by class of shares showing the number and class of shares held by each.

Section 9.2 Records to Be Kept Available. The corporation shall keep a copy of the records identified in M.G.L. c. 156D, § 16.01 (including the Articles, these Bylaws, certain resolutions, minutes of shareholder meetings and records of shareholder actions for the past three years, certain written communications to shareholders, a list of the names and business addresses of the current directors and officers, and the most recent annual report delivered to the Secretary of the Commonwealth) at its principal office.

Section 9.3 Shareholder Inspection Rights. A shareholder is entitled to inspect and copy corporate records in accordance with, and subject to the conditions and procedures of, M.G.L. c. 156D, §§ 16.02 and 16.03, including, for certain records, the requirement of a written demand made in good faith and for a proper purpose that describes with reasonable particularity the purpose and the records desired, where the records are directly connected with the stated purpose.

Section 9.4 Financial Statements. Upon the written request of a shareholder, the corporation shall furnish that shareholder its most recent annual financial statements as and to the extent required by M.G.L. c. 156D, § 16.20.

Section 9.5 Annual Report. The corporation shall deliver to the Secretary of the Commonwealth the annual report required by M.G.L. c. 156D, § 16.22, and shall maintain a copy with its corporate records.

ARTICLE X — CORPORATE SEAL, FISCAL YEAR, AND GENERAL PROVISIONS

Section 10.1 Corporate Seal. The corporation may, but need not, have a corporate seal in such form as the Board may approve. The presence or absence of the corporate seal on an instrument does not affect its validity or character.

Section 10.2 Fiscal Year. The fiscal year of the corporation shall end on [____________________] of each year, or on such other date as the Board may determine by resolution.

Section 10.3 Form of Records. The corporation may maintain its records in any form (including electronic form) capable of conversion into written form within a reasonable time, consistent with M.G.L. c. 156D, § 16.01.

Section 10.4 Conflict with Articles or Act. In the event of any conflict between these Bylaws and the Articles or the Act, the Articles or the Act, as applicable, shall control.

Section 10.5 Severability. If any provision of these Bylaws is held invalid or unenforceable, the remaining provisions shall continue in full force and effect.

ARTICLE XI — AMENDMENT OF BYLAWS

Section 11.1 Amendment by Shareholders. Pursuant to M.G.L. c. 156D, § 10.20, the shareholders may amend or repeal these Bylaws.

Section 11.2 Amendment by Board. Pursuant to M.G.L. c. 156D, § 10.20, the Board may amend or repeal these Bylaws unless (a) the Act or the Articles reserve that power exclusively to the shareholders in whole or in part, or (b) the shareholders, in amending, repealing, or adopting a particular bylaw, expressly provide that the Board may not amend, repeal, or reinstate that bylaw.

Section 11.3 Bylaw Increasing or Decreasing Quorum or Voting Requirements for Shareholders. Pursuant to M.G.L. c. 156D, § 10.21, a bylaw that adds, changes, or deletes a greater or lesser quorum requirement or a greater voting requirement for shareholders must meet the same quorum requirement and be adopted by the same vote and voting groups required to take action under the quorum and voting requirement then in effect or proposed to be adopted, whichever is greater, and may not be adopted, amended, or repealed by the Board.

ARTICLE XII — EMERGENCY BYLAWS

Section 12.1 Emergency Bylaws. Pursuant to M.G.L. c. 156D, § 2.07, unless the Articles provide otherwise, the Board may adopt emergency bylaws, subject to amendment or repeal by the shareholders, that are operative during an emergency, defined as a catastrophic event or other similar emergency condition as a result of which a quorum of the Board or a committee of the Board cannot readily be assembled.

Section 12.2 Notice and Quorum During Emergency. The emergency bylaws may make any provision that is practical and necessary for the circumstances of the emergency, including provisions that: (a) procedures for calling a meeting of the Board may be modified, and notice may be given only to those directors whom it is feasible to reach and by any practicable means; and (b) one or more officers of the corporation present at a Board meeting may be deemed directors for the meeting, in such order or by such other provision as may be designated, in order to achieve a quorum.

Section 12.3 Lines of Succession; Relocation. The emergency bylaws may provide lines of succession for officers and directors in the event that any of them are rendered incapable of discharging their duties, and may provide for the relocation of the principal office, the designation of alternative offices, or both, consistent with M.G.L. c. 156D, § 2.07 and § 3.03 (emergency powers).

Section 12.4 Effect; Liability. Pursuant to M.G.L. c. 156D, §§ 2.07 and 3.03, corporate action taken in good faith in accordance with the emergency bylaws or emergency powers binds the corporation and may not be used to impose liability on a director, officer, employee, or agent of the corporation. To the extent not inconsistent with any emergency bylaws so adopted, these Bylaws remain in effect during the emergency, and upon termination of the emergency the emergency bylaws cease to be operative.

CERTIFICATION / SECRETARY'S ADOPTION BLOCK

The undersigned, being the duly elected and acting Secretary of [____________________], a Massachusetts corporation, hereby certifies that the foregoing Bylaws were adopted as the Bylaws of the corporation by [the incorporator(s) / the board of directors] pursuant to M.G.L. c. 156D, §§ 2.05 and 2.06 on [__/__/____], and that such Bylaws have not been amended or repealed and remain in full force and effect as of the date set forth below.

Dated: [__/__/____]

____________________________________
[____________________], Secretary

SOURCES AND REFERENCES

• Massachusetts Business Corporation Act, M.G.L. c. 156D, § 1.01 et seq.
• M.G.L. c. 156D, § 2.05 (organization of corporation); § 2.06 (bylaws); § 2.07 (emergency bylaws)
• M.G.L. c. 156D, § 3.03 (emergency powers); § 4.01 (corporate name); §§ 5.01 to 5.02 (registered office and registered agent)
• M.G.L. c. 156D, §§ 6.21 to 6.27 (issuance of shares; share certificates; uncertificated shares; transfer restrictions); § 6.40 (distributions to shareholders)
• M.G.L. c. 156D, §§ 7.01 to 7.08 (annual, special, and court-ordered meetings; action without meeting; notice; waiver; record date; remote participation); § 7.20 (shareholders list)
• M.G.L. c. 156D, §§ 7.21 to 7.28 (voting entitlement; proxies; acceptance of votes; quorum and voting for voting groups; greater or lesser requirements; election of directors); § 7.32 (shareholder agreements)
• M.G.L. c. 156D, §§ 8.01 to 8.11 (board: powers and duties; qualifications; number and election; terms; staggered terms; resignation; removal; vacancy; compensation)
• M.G.L. c. 156D, §§ 8.20 to 8.25 (board meetings; action without meeting; notice; waiver; quorum and voting; committees); § 8.30 (general standards for directors); § 8.31 (conflict of interest)
• M.G.L. c. 156D, §§ 8.40 to 8.44 (required officers; duties; standards of conduct for officers; resignation and removal; contract rights)
• M.G.L. c. 156D, §§ 8.50 to 8.59 (indemnification and advance for expenses): § 8.51 (permissible indemnification); § 8.52 (mandatory indemnification); § 8.53 (advance for expenses; written affirmation and undertaking); § 8.54 (court-ordered indemnification and advance); § 8.55 (determination and authorization); § 8.56 (officers); § 8.57 (insurance); § 8.58 (variation by corporate action)
• M.G.L. c. 156D, §§ 10.20 to 10.21 (amendment of bylaws by board and shareholders; bylaw dealing with quorum or voting requirements for shareholders)
• M.G.L. c. 156D, §§ 16.01 to 16.05 (corporate records; inspection rights; financial statements); § 16.20 (financial statements for shareholders); § 16.22 (annual report)