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

Mass. Gen. Laws ch. 156B, § 17 (2026)

Power to make, amend and repeal by-laws

✓ current as of July 2026
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Section 17. The power to make, amend or repeal by-laws shall be in the stockholders; provided that if authorized by the articles of organization, the by-laws may provide that the directors may also make, amend or repeal the by-laws in whole or in part, except with respect to any provision thereof which by law, the articles of organization or the by-laws requires action by the stockholders. Not later than the time of giving notice of the meeting of stockholders next following the making, amending or repealing by the directors of any by-law, notice thereof stating the substance of such change shall be given to all stockholders entitled to vote on amending the by-laws. Any by-law adopted by the directors may be amended or repealed by the stockholders.

Notes of Decisions
Cited in 2 cases, 1977–1980 · leading case: Jessie v. Boynton, 361 N.E.2d 1267 (Mass. 1977).
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Jessie v. Boynton, 361 N.E.2d 1267 (Mass. 1977). “180, § 6A, incorporating by reference G. L. c. 156B, § 17. The hospital by-law provision applicable to any amendments to be made at the September 9 meeting stated that the by-laws may be amended “at any meeting called for the purpose.”
Seibert v. Milton Bradley Co., 405 N.E.2d 131 (Mass. 1980). “The plaintiff argues first that the by-law amendment is invalid because it attempts to delegate to the Milton Bradley directors the power to “make, amend or repeal” a by-law concerning the shareholder vote required for a merger or consolidation, in violation of G. L. c. 156B, §…”
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