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

Mass. Gen. Laws ch. 156B, § 34 (2026)

Special stockholders' meeting

✓ current as of July 2026
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Section 34. (a) Special meetings of the stockholders of a corporation not described in subsection (b) may be called by the president or by the directors, and shall be called by the clerk, or in the case of the death, absence, incapacity or refusal of the clerk, by another officer, upon written application of one or more stockholders who hold at least ten percent in interest of the capital stock entitled to vote thereat. In the event that none of the officers is able and willing to call a special meeting, the supreme judicial or superior court, upon application of one or more stockholders who hold at least ten percent in interest of the capital stock entitled to vote thereat, shall have jurisdiction to authorize one or more of such stockholders to call a meeting by giving such notice as is required by law.

(b) Special meetings of the stockholders of a corporation with a class of voting stock registered under the Securities Exchange Act of 1934, as amended, may be called by the president or by the directors and, unless otherwise provided in the articles of organization or by-laws, shall be called by the clerk, or in case of the death, absence, incapacity or refusal of the clerk, by any other officer, upon written application of one or more stockholders who hold at least forty percent in interest of the capital stock entitled to vote thereat. In case none of the officers is able and willing to call a special meeting, the supreme judicial or superior court, upon application of one or more stockholders who hold at least forty percent in interest, or such other percentage as shall be specified in the corporation's articles of organization or by-laws, of the capital stock entitled to vote thereat, shall have jurisdiction in equity to authorize one or more of such stockholders to call a meeting by giving such notice as is required by law.

Notes of Decisions
Cited in 3 cases, 1985–2004 · leading case: Ott v. Boston Edison Co., 602 N.E.2d 566 (Mass. 1992).
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Ott v. Boston Edison Co., 602 N.E.2d 566 (Mass. 1992). · cites it 2× “4 Their rights under Massachusetts law as to any special meeting of Edison’s stockholders are governed by G. L. c. 156B, § 34 (b) (1990 ed.), under which only stockholders who hold at least 40 % of the stock that is entitled to vote at such a meeting may insist on the call of a…”
Riseman v. Orion Rsch. Inc., 475 N.E.2d 398 (Mass. 1985). “, G. L. c. 156B, § 34, concerning the right of a stockholder holding at least 10% of the voting stock to obtain from a court the right to call a meeting of stockholders; 15 U.”
Pasquale v. Casale, 18 Mass. L. Rptr. 549 (Mass. Super. Ct. 2004). “G.L.c. 156B, §34. The plaintiffs’ claimfails, as the statutory language controls where there is a conflict with the by-laws.”
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