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H 3365

Eliminate the Marriage Tax Penalty Act

2025-2026 Regular Session Introduced by Mike Burns and 19 co-sponsors

Allows public corporations to hold annual and special shareholder meetings remotely, with board authorization and guidelines, enabling remote participation and voting.

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Bill Summary · H 3365

Summary: House Bill H 3365 – An Act relative to permitting public corporations to hold remote annual and special meetings

Overview

Bill H 3365, introduced February 27, 2025, would authorize public corporations in Massachusetts to hold annual and special shareholder meetings remotely, rather than at a physical location, provided certain conditions are met. The legislation aims to increase flexibility and accessibility for shareholders and proxyholders to participate in governance proceedings.

What the bill would do

  • Allow, with board authorization, any annual or special meeting of shareholders to be held solely by remote communication.
  • Permit remote participation by shareholders and proxyholders who are not physically present at the meeting.
  • Clarify that the remote-meeting option applies unless the articles of organization or bylaws provide otherwise.
  • Require the board of directors to establish and follow guidelines and procedures governing remote meetings.

Key provisions and changes

  • Amendment to Section 7.08 of Chapter 156D (Corporations) by striking the existing first paragraph and inserting language that enables remote-only meetings for annual and special shareholder meetings, subject to board authorization.
  • Remote participation for shareholders and proxyholders by means of remote communications.
  • Conditions are dependent on board authorization and consistency with the corporation’s articles/bylaws.
  • Board may adopt guidelines and procedures governing how remote meetings are conducted, including participation, voting, and proxy mechanics.

Who is affected

  • Public corporations organized under Massachusetts law (Chapter 156D).
  • Shareholders and proxyholders who would participate remotely.
  • Boards of directors responsible for authorizing remote meetings and establishing guidelines.
  • Corporate governance staff and secretaries who manage meeting logistics and voting procedures.

Procedural timeline and status

  • Introduced: February 27, 2025.
  • Referred to: Senate/House Committee on State Administration and Regulatory Oversight.
  • Hearing: Scheduled for October 14, 2025, from 01:00 PM to 05:00 PM in Room B-2.
  • Related history: Similar matter previously filed as House Bill 3063 in 2023-2024; House Docket No. 1398 (this bill) replaces or supersedes that prior filing.

Legislative context

  • Related/companion: HD 1398 (replaces) in the same session framework.
  • Objective aligns with modern governance practices by enabling remote participation while preserving board oversight and bylaw- or charter-based limitations.

Potential implications and considerations

  • Accessibility and participation: Potentially broader shareholder engagement and easier attendance for remote participants.
  • Governance standards: Need robust guidelines to address attendance verification, voting, quorum, security, and record-keeping.
  • Costs and infrastructure: Possible cost savings for travel/distribution, plus the need for dependable remote-meeting technology and cybersecurity measures.
  • Implementation: Dependent on board adoption of procedures and consistency with existing articles/bylaws.

Next steps for stakeholders

  • Monitor the Oct. 14, 2025 hearing for amendments or clarifications.
  • Consider drafting comment or amendments clarifying voting mechanics, quorum, digital security, and record-keeping requirements.

Compiled from official sources — confirm details with the bill’s official record.

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