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

Mass. Gen. Laws ch. 156B, § 55 (2026)

Committees; delegation of powers

✓ current as of July 2026
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Section 55. If and to the extent authorized by its articles of organization or by its by-laws, a corporation may provide for an executive committee or other committees to be elected from and by its board of directors, and the directors may delegate to any such committee or committees some or all of their powers, except, however, the power

(a) to change the principal office of the corporation;

(b) to amend by-laws;

[There is no clause (c) or (d).]

(e) to elect officers required by this chapter to be elected by the stockholders or directors and to fill vacancies in any such offices;

(f) to change the number of the board of directors and to fill vacancies in the board of directors;

(g) to remove officers or directors from office;

(h) to authorize the payment of any dividend or distribution to shareholders;

(i) to authorize the reacquisition for value of stock of the corporation; or

(j) to authorize a merger pursuant to section eighty-two or section eighty-three.

Except as otherwise provided in the articles of organization or the by-laws, the directors may determine the manner of conducting committee business, whether at a meeting or otherwise, and the number of members required to constitute a quorum or required to take specified types of action. The designation of any such committee and the delegation of any authority thereto shall not operate to relieve the directors from any responsibility imposed upon them by law.

Notes of Decisions
Cited in 3 cases, 1973–1999 · leading case: Houle v. Low, 556 N.E.2d 51 (Mass. 1990).
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Houle v. Low, 556 N.E.2d 51 (Mass. 1990). · cites it 2× “Moreover, G. L. c. 156B, § 55 (1988 ed.), makes it clear that the board of directors may create a committee and delegate to it certain powers, including the power to bring suit.”
Juergens v. Venture Capital Corp., 295 N.E.2d 398 (Mass. App. Ct. 1973). · cites it 2× “I am of opinion, however, that the provisions of G.L.c. 156B, § 55(i), preclude a holding that either the president or a single director of a corporation can be clothed with apparent authority to bind the corporation to a reacquisition of its stock for value.”
Harhen v. Brown, 710 N.E.2d 224 (Mass. App. Ct. 1999). “175, § 30(a)(3), expressly incorporates G. L. c. 156B, § 55, making the powers of a board of directors of a mutual insurance company coextensive with the powers of a board of a business corporation.”
— Mass. Gen. Laws ch. 156B, § 55(i) — 1 case
Juergens v. Venture Capital Corp., 295 N.E.2d 398 (Mass. App. Ct. 1973). “I am of opinion, however, that the provisions of G.L.c. 156B, § 55(i), preclude a holding that either the president or a single director of a corporation can be clothed with apparent authority to bind the corporation to a reacquisition of its stock for value.”
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