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

Mass. Gen. Laws ch. 156B, § 71 (2026)

Amendment of articles of organization; authorization by corporation

✓ current as of July 2026
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Section 71. A corporation may, subject to the provisions of section eight, authorize, at a meeting duly called for the purpose, by vote of two-thirds of each class of stock outstanding and entitled to vote thereon or, if the articles of organization so provide, by vote of a lesser proportion but not less than a majority of each class of stock outstanding and entitled to vote thereon, any amendment of its articles of organization; provided, only, that any provision added to or changes made in its articles of organization by such amendment could have been included in, and any provision deleted thereby could have been omitted from, original articles of organization filed at the time of such meeting. For the purpose of this section, if any such amendment would adversely affect the rights of any class of stock, the vote in the proportion provided for in or pursuant to this section of such class, voting separately, shall also be necessary to authorize such amendment. Any series of a class which is adversely affected in a manner different from other series of the same class shall, together with any other series of the same class adversely affected in the same manner, be treated as a separate class under this section.

Notes of Decisions
Cited in 3 cases, 1977–2002 · 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). “156B makes G. L. c. 156B, § 71, applicable to protect the rights of a class of stock against a multiclass vote on certain proposed action which would adversely affect that class.”
Harhen v. Brown, 710 N.E.2d 224 (Mass. App. Ct. 1999). “See G. L. c. 156B, § 71. Hancock’s by-laws provide that merely ten policyholders (out of seven million policyholders) constitute a quorum for any meeting of Hancock.”
Indep. Bank Corp. v. Spence, 14 Mass. L. Rptr. 547 (Mass. Super. Ct. 2002). “G.L.c. 156B, §71. Section 50 thus suggests that only the stockholders have the authority to establish an age disqualification for a director unless the stockholders have delegated or shared this authority with the board of directors.”
Annotations are extracted automatically from the opinions in the Syfert caselaw corpus and ranked by authority, recency, and treatment. Dots show Syfertize treatment of the citing case itself.