Mass. Gen. Laws » Part I Title XXII Chapter 156
Massachusetts General Laws

Mass. Gen. Laws ch. 156, § 22 (2026)

Election or appointment of officers; terms; qualifications

✓ text as last checked Sept. 2026 (this copy records no edition or section history)
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Section 22. Except as otherwise provided in this and the following section, the directors, treasurer and clerk shall be elected annually by ballot, by such stockholders as have the right to vote, and the president shall be elected annually by and from the board of directors. All other agents and officers shall be chosen or appointed, and all vacancies filled, in the manner prescribed in the by-laws, or, in default of such by-law, by the board of directors. Every director, unless the by-laws otherwise provide, shall be a stockholder. The directors and other officers shall hold office for one year and until their successors are chosen and qualified, except that a corporation may, by its articles of organization or by an amendment to such articles adopted as provided in this chapter, divide its directors into classes and prescribe the tenure of office of the several classes and the class of stock by which each class of directors shall be elected; but no class shall be elected for a shorter period than one year or for a longer period than five years, and the term of office of at least one class shall expire in each year.

Notes of Decisions
Cited in 3 cases, 1928–2000 · leading case: Albert E. Touchet, Inc. v. Touchet, 163 N.E. 184 (Mass. 1928).
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Albert E. Touchet, Inc. v. Touchet, 163 N.E. 184 (Mass. 1928). “This is the effect also of G. L. c. 156, § 22, providing that directors and other officers of a business corporation "shall hold office for one year and until their successors are chosen and qualified.”
Tufts v. Waltham Auto Bus Co., 173 N.E. 537 (Mass. 1930). · cites it 2× “See G. L. c. 156, § 22. The bill charges, and the answers of the defendants admit, that an indictment was returned by the grand jury sitting at Cambridge on the first Monday of November, 1915, presenting that Daniel L.”
Biotrack, Inc. v. Muni, 12 Mass. L. Rptr. 244 (Mass. Super. Ct. 2000). “I do not read G.L.c. 156, §22, as imposing a notice provision on BioTrack which was not part of the company’s April 29 agreement with Muni.”
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