Mass. Gen. Laws ch. 175 § 77
The number of the board of directors of every such company and requirements for eligibility, if any, shall be fixed by or determined in the manner provided in the by-laws but shall not be less than seven, and not less than five shall constitute a quorum. Such companies having a guaranty capital shall choose one half of the directors from the shareholders and one half from the policyholders who are not shareholders.
Directors shall hold office for one year or for the term provided in the by-laws, and until their successors are qualified. The by-laws of such a company may divide its board of directors into one, two, three or four classes, and provide for the election thereof in such manner that one class only shall retire and their successors be chosen each year.
Special meetings of the members of such a company may be called by the directors, or as the by-laws may provide, and shall be called by the secretary, or in case of the death, absence, incapacity or refusal of the secretary, by any other officer upon written application of at least one half of one per cent of the members or the owners of one fifth of the guaranty capital, upon such notice as the by-laws provide, and, in case none of the officers is able and willing to call a special meeting, the supreme judicial or superior court, upon application of at least one half of one per cent of the members or the owners of one fifth of the guaranty capital, shall have jurisdiction in equity to authorize one or more of such members or stockholders to call a meeting by giving such notice as is required by law.
Mass. Gen. Laws ch. 175, § 77