Massachusetts General Laws

Mass. Gen. Laws ch. 172, § 11 (2026)

Stockholder voting; votes by proxy

✓ current as of July 2026

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Section 11. Stockholders entitled to vote may vote in person or by proxy. No proxy dated more than 6 months before the date of the meeting named therein shall be valid, and no proxy shall be valid after the final adjournment of such meeting. A proxy with respect to stock held in the name of 2 or more persons shall be valid if executed by any 1 of them unless at or prior to the exercise of the proxy such corporation receives a specific written notice to the contrary from any 1 of them. A proxy purporting to be executed by or on behalf of a stockholder shall be deemed valid unless challenged at or prior to its exercise and the burden of proving invalidity shall rest on the challenger. Except as otherwise provided in the articles of organization or by-laws of the corporation, special meetings of the stockholders may be called pursuant to section 7.02 of chapter 156D.

Notes of Decisions

Cited in 6 cases, 1963–1976 · leading case: City Bank & Trust Co. v. Bd. of Bank Incorporation, 190 N.E.2d 107 (Mass. 1963).

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City Bank & Trust Co. v. Bd. of Bank Incorporation, 190 N.E.2d 107 (Mass. 1963). · cites it 2× “30A (the State Administrative Procedure Act) of a decision of the board denying the petitioner’s application *30 to establish a branch office in Boston pursuant to GL L. c. 172, § 11 (a) (as amended through St.”

SDK Med. Comput. Servs. Corp. v. Prof'l Operating Mgmt. Grp., Inc., 354 N.E.2d 852 (Mass. 1976). “170, § 12; G. L. c. 172, § 11 (a); First Nat'l Bank v.”

First Nat'l Bank of Cape Cod v. Bd. OF BANK INC., 280 N.E.2d 400 (Mass. 1972). · cites it 3× “G. L. c. 172, § 11 (a), makes the Board the sole arbiter of the existence of inadequate banking facilities.”

South Shore Nat'l Bank v. Bd. of Bank Incorporation, 220 N.E.2d 899 (Mass. 1966). “” The establishment and operation of new branch offices are governed by G. L. c. 172, § 11 (a), as appearing in St.”

Chicopee Co-Operative Bank v. Bd. of Bk. Incorporation, 200 N.E.2d 284 (Mass. 1964). “170, § 12); and establishment of branch offices of trust companies (G. L. c. 172, § 11). In light of these closely knit and precisely drawn statutes, dealing with the delicate subject of banking in its various forms, and with the board’s powers in respect thereto, we find it…”

Pilgrim Co-operative Bank v. Comm'r of Banks, 339 N.E.2d 751 (Mass. 1976). “Thereafter the Commissioner granted the petition and the plaintiff commenced the two actions which are here on appeal. A copy of the record of the proceedings before the Commissioner, including the briefs received *964 by her at the hearing, is before us.”

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