Mass. Gen. Laws ch. 92B § 2
There is hereby created a nonprofit body to be known as the Commonwealth Zoological Corporation. The corporation is hereby placed in the commission, but shall not be subject to the supervision of the commission, nor any office, board, bureau, department, or other agency of the commonwealth, except as specifically provided in this chapter. This shall not preclude the director or his agents from inspecting the books, records, files or premises of the corporation at any time.
The corporation may receive, subject to appropriation, an annual operating subsidy from the commonwealth through a line item in the budget of the commission.
Pursuant to section three of chapter twenty-nine, the corporation may submit a request for such annual operating subsidy to the commission. The commonwealth may also fund, from time to time, major capital improvements and expansion subject to the provisions of section nine.
The corporation shall be governed and its corporate powers exercised by a board, which shall consist of 30 members, 2 of whom shall be appointed by the governor to serve at the pleasure of the governor, 1 of whom shall be appointed by the mayor of the city of Boston to serve at the pleasure of the mayor and 27 members to be appointed by the board.
Members shall serve for terms of 4 years and shall be eligible for reappointment. A person appointed to fill a vacancy on the board shall be appointed in a like manner and shall serve for the unexpired term. A member may be removed by the board for cause. All members of the board shall exercise full and equal voting privileges.
Half of the board members serving at any time shall constitute a quorum and the affirmative vote of a majority of the board members present shall be necessary for any action to be taken by the board. The members shall serve without compensation but each shall be reimbursed for necessary expenses incurred in the performance of the official duties of the corporation. Those expenses and duties shall be specified in the board's by-laws. Disbursement for the expenses shall be detailed and available for review in the account books of the corporation. The board shall meet at least 6 times annually and shall have authority over the activities of the corporation.
The board shall elect 1 of its members to serve as the chairperson of the board. The board shall also designate a secretary who shall not be a member of the board. The secretary shall keep a record of the proceedings of the corporation and detailed minutes of each meeting, shall be the custodian of all the books, documents and papers of the corporation and shall certify the authenticity of copies of all the records. The board shall also appoint a treasurer from among its members who shall have authority over the books of account and accounting records of the corporation and shall be responsible, under the supervision of the president, for financial control of the corporation.
The corporation shall establish procedures by which all meetings of the corporation and the board are open to the public.
The provisions of chapter two hundred and sixty-eight A and chapter two hundred and sixty-eight B shall apply to all members, officers and employees of the corporation; provided, that such members, officers and employees shall be authorized to conduct fund-raising activities on behalf of the corporation following notice to the state ethics commission.
Mass. Gen. Laws ch. 92B, § 2