Voting by stockholders; articles of organization or by-laws controlling
M.G.L. c. 164, § 24
in effectc. 164, § 24. Voting by stockholders; articles of organization or by-laws controlling
Section 24. (a) Whenever, with respect to any action to be taken by the stockholders of a corporation subject to this chapter, 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 such 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 eight A or section eight C.
Source: Massachusetts General Court (malegislature.gov)URL: https://malegislature.gov/Laws/GeneralLaws/PartI/TitleXXII/Chapter164/Section24Fetched: 10/20/2026