Directors' resolutions under M.G.L. c. 156D § 8.21 (Massachusetts)
How a Massachusetts corporation's board passes resolutions, by meeting or under M.G.L. c. 156D § 8.21 unanimous written consent.
| § 8.21 | Action without meeting by directors |
|---|---|
| § 8.20 | Meetings of directors |
| § 8.31 | Director conflict-of-interest |
- M.G.L. c. 156D § 8.21 permits action by unanimous written consent
- Every director must sign or otherwise demonstrate consent in writing
- Conflict-of-interest rules under § 8.31
- Massachusetts adopted the Model Act in 2004
- Telephone meetings permitted under § 8.20
M.G.L. c. 156D § 8.21 written consent
Massachusetts adopted the Model Business Corporation Act in 2004, replacing its older statute. Section 8.21 permits action by unanimous written consent of directors. The mechanism is identical to other Model Act jurisdictions.
Conflict-of-interest under § 8.31
Section 8.31 governs director conflict-of-interest transactions, following the Model Act safe harbor pattern: disclosure plus disinterested-director or shareholder approval, or demonstrated fairness.
Massachusetts-specific considerations
Massachusetts corporations should pay particular attention to the § 8.31 disclosure requirements, which require specific information about the conflicted director's interest. The Massachusetts courts have applied these provisions strictly in derivative actions.
Octelligence captures every directors' resolution against the corporation it governs, with full signature record and unalterable timestamp. Filed automatically to the minute book.
See Digital Corporate RecordsTemplates per jurisdiction, electronic signature, complete activity log, every resolution tied to its underlying transaction.