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Corporate bylaws are legally required in Massachusetts. The board of directors typically adopt initial bylaws at the first organizational meeting.
The following are the Massachusetts requirements for directors of corporations: Minimum number. Corporations must have no fewer than three directors, unless there are two or fewer shareholders. In such case, there may be one or two directors.
All corporations with a corporate purpose of rendering professional services and services ancillary thereto within a single profession in the commonwealth are subject to the following information.
Laws ch. 156D § 8.40. Section 156D:8.40 - Required officers (a) A corporation shall have a president, a treasurer and a secretary and such other officers described in its bylaws or appointed by the board of directors in ance with the bylaws.
Changing officers of a corporation involves filing the articles of incorporation while adhering to Massachusetts state codes. Directors add officers formally at an annual directors meeting but can do so at any time within the scope of the bylaws.
The shareholders own the company and they appoint the directors who in turn appoint the managers. When companies raise capital by attracting new investors, these new shareholders will, with the current shareholders, want to make sure that their interests are served by a competant board of directors.