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

Mass. Gen. Laws ch. 156B, § 8 (2026)

Voting by stockholders; effect of articles of organization or by-laws

✓ current as of July 2026
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Section 8. (a) Whenever, with respect to any action to be taken by the stockholders of a corporation, the articles of organization or by-laws require the vote or concurrence of the holders of all of the shares, or of any class or series thereof, or a greater proportion thereof than required by this chapter with respect to such action, the provisions of the articles of organization or by-laws shall control.

(b) Whenever, with respect to any action to be taken by the stockholders of a corporation as to which a vote of each class of stock outstanding and entitled to vote thereon is required by this chapter, the articles of organization or by-laws provide that two or more classes of stock shall vote as a single class, the provisions of the articles of organization or by-laws shall control, provided, however, that no such provision shall deprive any class or series of stock whose rights would be adversely affected by such action of any right to a separate vote which such class or series may have under section seventy-one or section seventy-four.

Notes of Decisions
Cited in 3 cases, 1977–1981 · 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). “5 The plaintiffs do not rely on the incorporation of G. L. c. 156B, § 8, into G. L. c. 180. See G.”
Barclay v. DeVeau, 429 N.E.2d 323 (Mass. 1981). “, G. L. c. 156B, §§ 8, 13, 26, 41. 11 A comparison of 1963 House Doc.”
Seibert v. Milton Bradley Co., 405 N.E.2d 131 (Mass. 1980). “The plaintiff’s second argument is that the establishment of two voting standards — one to apply when at least two-thirds of the directors first approve a merger or consolidation; the second to apply when they do not — violates G. L. c. 156B, §8 (a). Section 8 (a), as amended by…”
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