Massachusetts General Laws Part I. Administration of the Government (Ch. 1-182) Ch. 160, § 32

The directors shall be elected annually by the stockholders by ballot, and the president shall be elected annually by and from the board of directors, and the treasurer and the clerk annually by said board. Every director, unless the by-laws otherwise provide, shall be a stockholder. The treasurer may be required to give a bond for the faithful performance of his duty in such sum and with such sureties as the by-laws may prescribe. The clerk, who shall be a resident of the commonwealth, shall be sworn, and shall record all votes of the corporation in a book to be kept for that purpose. The officers of a corporation shall hold office for one year and until their successors are qualified. All other agents and officers shall be chosen or appointed, and all vacancies filled, in the manner prescribed by the by-laws, or, in default of such by-law, by the board of directors.