22 Penalty. CITY AND TOWN SUBSCRIPTIONS. on which the vote was taken; and if he neglects or refuses to do so, he shall be punished by fine of not less than five nor more than fifty dollars. Public Statutes, Chapter 29, §§ 3, 19. Certain sections not to apply to debts in aid of railroads, etc. 1875, 209, § 10. 1880, 32. Limitation of debt in aid of railroad. 1876, 175. Proviso. City or town to select an agent to make its subscription. 1874, 372, § 37. subscription of, void, if not made within one year, etc. Of Municipal indebtedness. SECTION 3. The provisions of the first seventeen sections of this chapter shall not apply to debts lawfully incurred in aid of railroad corporations, or to water-scrip lawfully issued by a town under special statutes, for the indebtedness of a fire district. SECTION 19. No city or town shall, for the purpose of subscribing in aid of a railroad corporation, increase its indebtedness to an amount which with its existing net indebtedness, incurred for any purpose, exceeds three per cent of the valuation of the taxable property therein, to be ascertained by the last preceding city or town valuation for the assessment of taxes; but the limitation of this section shall not apply to temporary loans in anticipation of the taxes of the year in which such debts are incurred and of the year next ensuing, and expressly made payable from such taxes by vote of the said city or town. SECTION 47. A city or town, by vote passed in accordance with the provisions of the preceding section, may become an associate under section thirty-four in the formation of a railroad corporation to construct a road located or terminating therein, with all the powers and privileges enjoyed by an individual associate. SECTION 48. The form in which the matters provided for in the two preceding sections shall be voted upon shall be determined in cities by a concurrent vote of both branches of the city council, and in towns by the selectmen; and whenever a city or town has voted to subscribe to such stock or securities or to become an associate in the formation of such corporation, the mayor and aldermen or the selectmen shall select some person who may in behalf of the city or town execute its vote. SECTION 49. A subscription authorized by vote under section forty-six shall be void, unless actually made by the persons author1874, 372, § 38. ized, within twelve months from said vote; and unless, within the may raise money to pay for stock, etc. 1874, 372, § 39. 1876, 175. 117 Mass. 226. See § 53. 13 Mass. 286 156 Mass. 70. said period, a part thereof is actually paid, or some proceeding is commenced by the corporation to enforce payment thereof, and at least twenty per cent of the capital stock of the corporation is actually paid in cash, and at least ten per cent of the capital stock is actually expended by it in the construction of its road. ties SECTION 50. Towns and cities so subscribing for stock or securiraise may money to pay for the same by tax, or, within the limits prescribed by section nineteen of chapter twenty-nine, by loan, and may issue their notes or bonds for such loan, and may hold and dispose of such stock and securities in like manner as other town property; and the selectmen of towns, and such persons as may be authorized by the city councils of cities, may represent their respective municipalities at all meetings of the corporations in which the stock or securities are held, and vote upon all the shares of stock owned by them respectively. CORPORATE MEETINGS, OFFICERS, ETC. 23 223 Public Statutes, Chapter 29, § 20. may be estab loans, etc. 1876, 133, § 1. SECTION 20. A city or town owing debts incurred in aid of a railroad Sinking fund corporation may, for the purpose of paying the same, establish a sinking lished for such fund, which shall be subject to the provisions of sections ten and eleven, and may contribute thereto any sums received from sales of the stock or securities of such corporations, or from dividends or interest upon the same, or from taxes voted for the payment of such indebtedness; and may transfer the custody and management of such stock and securities to the commissioners of such sinking fund. CORPORATE MEETINGS, OFFICERS, ETC. meeting. 1874, 372, § 40. Bee § 229. SECTION 51. Every railroad corporation shall hold at least one Annual meeting in each year for the choice of directors. Such meeting shall be known as the annual meeting, and shall be held at some convenient place established by the by-laws. At such meeting the corporation shall fix the number of directors for the ensuing year, which number shall not be less than five. meetings. SECTION 52. The president of a railroad corporation shall call a Special special meeting, to be held not more than thirty days from the date 1876, 201. of the call, within ten days after receiving a written request therefor signed by not less than thirty stockholders; or if the number of stockholders is less than thirty, such meeting shall be called upon the request of a majority. A president who neglects to call such meeting, when so requested, shall be punished by fine of not less than one hundred nor more than one thousand dollars. SECTION 53. At all meetings each stockholder shall be entitled to Votes. 1874, 372, § 41. one vote for each share held by him, not exceeding, however, one- 1881, 102. tenth part of the whole capital stock; except that cities, towns, and railroad corporations may vote upon the whole number of shares held by them as provided in sections fifty and eighty. No vote shall be given upon shares owned by the corporation, or pledged in any form to or for its benefit. This section shall not be construed to prevent the commonwealth from voting upon all its shares of stock in any railroad corporation. SECTION 54. No proxy shall be valid unless executed and dated Proxies, 1874, 372, § 42. within six months before the meeting at which it is used. [No person Amended. 1888, 188. shall as proxy or attorney cast more than fifty votes, unless all the See 1889, 210. shares so represented by him are owned by one person.] 1889, 222. Acts of 1888, Chapter 188. An Act in relation to Voting by Proxy at meetings of Corporations. SECTION 1. Section *** fifty-four of chapter one hundred and twelve Limit on proxy of the Public Statutes is hereby amended by striking out at the end thereof voting repealed. the words, "no person shall as proxy or attorney cast more than fifty votes unless all the shares so represented by him are owned by one person." SECTION 2. This act shall take effect upon its passage. [Approved April 3, 1888. 24 Officers. 1874, 372, § 43. 16 Gray, 407. See § 229. ISSUE OF STOCK AND BONDS. SECTION 55. The immediate government and direction of the affairs of the corporation shall be vested in a board of directors, who shall hold their offices for one year and until others are elected in their places. The directors shall elect one of their number to be president, and may elect another to be vice-president. They may choose a clerk, who shall be sworn, and a treasurer, who shall give bond in the sum required by the by-laws, with sureties, for the faithful discharge of his duties. Amounts of stock or bonds issued to be subject to ap proval of board. Proceedings. Construction. Penalties for unauthorized issue, etc. ISSUE OF CAPITAL STOCK AND BONDS. Acts of 1894, Chapter 462. An Act relative to the Issue of Stock and Bonds by Railroad and Street SECTION 1. Railroad and street railway companies, whether such companies are organized under general laws or under special charter, and however authorized to issue capital stock and bonds, shall hereafter issue only such amounts of stock and bonds as may from time to time, upon investigation by the board of railroad commissioners, be deemed and be voted by them to be reasonably requisite for the purposes for which such issue of stock or bonds has been authorized. The said board shall announce a decision within thirty days from the date of the last hearing upon the application of any railroad or street railway company for permission to issue such stock or bonds. The vote of the board approving such issue shall specify the respective amounts of stock and bonds authorized to be issued for the respective purposes to which the proceeds thereof are to be applied. Any such decision and vote of the board of railroad commissioners shall be filed in writing in the office of said board within seven days after the rendering thereof, and shall assign in writing the reasons for the decision. A certificate setting forth the vote of the board shall, within three days after said vote, be filed in the office of the secretary of the Commonwealth, before the certificates of stock or the bonds are issued; and no company included in the terms of this act shall apply the proceeds of such stock or bonds to any purpose not specified in such certificate. Nothing contained in this act shall be construed as impairing any existing requirements of law in relation to the issue of capital stock or bonds by such companies, provided such requirements are not inconsistent herewith. Nothing contained in this act shall be construed as requiring the approval of the board to the issue, by any railroad company, of capital stock or bonds, duly authorized by law of this Commonwealth, the proceeds of which are to be expended in another state or country, or which are to pay for borrowed money expended in another state or country. SECTION 2. Any member of the board of directors, or any treasurer or other officer or agent of any railroad or street railway company, who knowingly votes to authorize the issue of, or knowingly signs, certifies or issues, stock or bonds contrary to the provisions of this act, or who knowingly votes to authorize the application of, or knowingly applies, the proceeds of such stock or bonds contrary to the provisions of this act, or who knowingly votes to assume or incur, or knowingly assumes or incurs, in the name or behalf of such corporation, any debt or liability except for the legitimate purposes of the corporation, shall be punishable by a fine not exceeding one thousand dollars or by imprisonment not exceeding one year, or by both fine and imprisonment. [See page 24, Acts of 1894, Chapter 462.] Issue of Bonds, Coupon Notes, etc. Acts of 1897, Chapter 337. pon notes, etc., An Act relative to the Issue by Railroad and Street Railway Companies of Coupon Notes and other Evidences of Indebtedness. SECTION 1. The provisions of chapter four hundred and sixty-two of Issues of couthe acts of the year eighteen hundred and ninety-four, relative to the issue to be approved by board. of bonds by railroad and street railway companies, shall apply to the issue see P. S. 112, by such companies of coupon notes and other evidences of indebtedness § 62; 1889, 316, payable at periods of more than twelve months from the date thereof. 2. etc., not to ex See P. S. 112, SECTION 2. No railroad or street railway company, unless expressly Bonds, notes, authorized so to do by its charter or by special legislative act, shall issue ceed capital bonds, coupon notes or other evidences of indebtedness payable as afore-stock. said, to an amount which, including the amount of all such securities pre- § 62. viously issued and outstanding, exceeds in the whole the amount of its capital stock at the time actually paid in: provided, that this limitation Proviso. shall not apply to the issue of bonds for the purpose of paying and refunding on their maturity bonds heretofore lawfully issued SECTION 3. Nothing herein contained shall affect any notes or other Certain securi ties excepted. evidences of indebtedness issued by such corporations prior to the passage of this act, or in fulfilment of contracts now existing. [Approved May 3, 1897. |