950 C.M.R. 104.09 – Amendments of Articles of Organization

(1) The amendments provided below may be authorized at a meeting duly called for the purpose by a majority of each class of stock outstanding and entitled to vote thereon unless such change would impair or diminish the preferences, voting powers, restrictions (including restrictions on transfer), qualifications special or relative rights or privileges of any outstanding shares.
1. (a) An increase or a reduction of its capital stock of any class then authorized;
2. (b) A change of the par value of its authorized shares with par value or any class thereof;
3. (c) A change of its authorized shares with par value or any class thereof into any number of shares without par value, or the exchange thereof pro rata for any number of shares without par value;
4. (d) A change of its authorized shares without par value or any class thereof into a greater or lesser number of shares without par value, or the exchange thereof pro rata for a greater or lesser number of shares without par value;
5. (e) A change of its authorized shares with par value or any class thereof into a greater or lesser number of shares with par value, or the exchange thereof pro rata for a greater or lesser number of shares with par value;
6. (f) A change of its authorized shares without par value or any class thereof into any number of shares with par value, or the exchange thereof pro rata for any number of shares with par value; and
7. (g) A change of its corporate name.
(2) Any other amendment to the Articles of Organization, which change could have been included in the original articles, or which change impairs or diminishes the preferences, voting powers, restrictions (including restrictions on transfer), qualifications, special or relative rights or privileges of any outstanding shares may be authorized at a meeting duly called for the purpose by a vote of two-thirds of each class of stock outstanding and entitled to vote thereon, or if the Articles of Organization so provide, by a lesser portion but not less than a majority of each class of stock outstanding and entitled to vote thereon. 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 950 CMR 104.09 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 any 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. Unless otherwise provided in the articles of organization, the rights of a stockholder shall be considered adversely affected by any amendment which:
1. (a) alters or abolishes any preferential right of stock having preferences;
2. (b) creates, alters or abolishes any right in respect of redemption of his stock;
3. (c) alters or abolishes any preemptive right in respect of his stock;
4. (d) creates or alters (other than to abolish) any restriction on transfer applicable to his stock; or
5. (e) excludes or limits his rights as a stockholder to vote on a matter except as such right may be limited by voting rights given to new shares then being authorized of an existing or new class.
(3) Any amendment shall be signed under penalties of perjury by the president or any vice president and by the clerk or assistant clerk. An amendment shall become effective upon its proper filing with the Division. However, a later effective date of not more than 30 days after filing with the Division shall be allowed in accordance with M.G.L. c. 156B, § 72 or § 100 as the case may be. A photocopy of the approved amendment shall be sent to the corporation within 60 days of filing. If the articles of organization so provide, the directors may determine, in whole or in part, the preferences, voting powers, qualifications, and special or relative rights or privileges of (1) any class of stock before the issuance of any shares of that class or (2) one or more series within a class before the issuance of any shares of that series. Each series of a class shall have a distinguishing designation. Prior to the issuance of any shares of a class or series having terms so determined by the directors other than a reissue of shares of the same class and series, the corporation shall file with the Division a certificate setting forth a copy of the vote of the directors determining the terms of the class or the number of shares and the terms of any series, the date of the adoption of such vote and a certification that such vote was duly adopted by the directors. The certificate shall constitute an amendment of the Articles of Organization. A minimum fee of $100.00 shall be paid to the Division for each Article amended even if the amendments are set forth on a single amendment form. For example, if four amendments are set forth on a single amendment form, a minimum fee of $400.00 shall be paid to the Division. Fees are determined by the Commissioner of Administration annually pursuant to M.G.L. c. 156, § 114.