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Massachusetts Agencies

Corporate Officers: Authority

Corporations

Chapter 155 of the General Laws is the general corporation statute. G.L.c. 155, §8 provides as follows:

A corporation may convey land to which it has a legal title. Any recordable instrument purporting to affect an interest in real estate, executed in the name of a corporation by the president or a vice president and the treasurer or an assistant treasurer, who may be one and the same person, shall be binding on the corporation in favor of a purchaser or other person relying in good faith on such instrument notwithstanding inconsistent provisions of the articles of organization, certificate of incorporation, charter, special act of incorporation, constitution, by-laws, resolutions or votes of the corporation. The provisions of this section shall apply to foreign corporations, as defined in section one of chapter one hundred and eighty-one, as well as to corporations included within section one of this chapter. (Emphasis added.)

The italicized words are interesting. As you know, G.L.c. 155, §1 provides that the chapter applies to all corporation, except those (among others) under G.L.c. 180 (not-for-profit corporations). In order for the italicized words to have meaning the phrase "corporations included within section one" cannot mean the corporation covered (as opposed to excluded) by the statute, but must mean the corporations mentioned in the section. Otherwise, the italicized language is surplus. In other words, the president and treasurer (or vice president and assistant treasurer) can sign for a not-for-profit corporations without a vote.

Note that the provisions of the statute are similar to those contained in G.L.c. 156B, §115, which is the statute generally encountered with respect to this question.