CAPITAL STOCK. SECTION 3. Any court having jurisdiction in equity may, on the appli- Remedies. cation of said commissioners, or of the attorney-general, or of any stockholder, or of any interested party, enforce all lawful orders and decisions of said commissioners made in pursuance of the provisions of this act, and all provisions of law herein contained respecting such companies. affected. 25 SECTION 4. Nothing herein contained shall affect any issue of stock or Prior issues not bonds authorized by said board of railroad commissioners prior to the passage of this act. [Approved June 9, 1894. CAPITAL STOCK. transferred. 1881, 302. 12 Gray, 213, 227. 3 Allen, 342. SECTION 56. The shares in the capital stock may be transferred by Shares how a conveyance in writing, recorded either by the treasurer in books to 1874, 372, § 44. be kept in his office, or by an officer duly authorized by the directors, in books to be kept at such other place as they may appoint. When 8 Allen, 15. recorded in such other place, such conveyances shall within ten days See $229. thereafter be also recorded in the books kept by the treasurer; and 1884, 229. no conveyance of shares, unless so recorded, shall be valid against any other persons than the grantors or their representatives, except as provided in section twenty-four of chapter one hundred and five. On making the transfer, a new certificate shall be issued. Acts of 1884, Chapter 229. Amended. stock in corpo rations. 138 Mass. 244. 159 Mass. 64. An Act relating to the Transfer of Stock in Corporations. The delivery of a stock certificate of a corporation to a bona fide pur- Transfer of chaser or pledgee, for value, together with a written transfer of the same, or a written power of attorney to sell, assign and transfer the same, signed by the owner of the certificate, shall be a sufficient delivery to transfer the title as against all parties; but no such transfer shall affect the right of the corporation to pay any dividend due upon the stock, or to treat the holder of record as the holder in fact, until such transfer is recorded upon the books of the corporation, or a new certificate is issued to the person to whom it has been so transferred. [Approved May 9, 1884. on shares. of non-payment. 1874, 372, § 45. 9 Cush. 15. 2 Gray, 277. 8 Gray, 596. 110 Mass. 213. $229. SECTION 57. The directors may from time to time assess upon Assessments each share such sums of money, not exceeding in the whole one hun- Remedies in case dred dollars on a share, as they think proper, and may direct the same to be paid to the treasurer, who shall give notice thereof to the 1 Gray, 544. subscribers or stockholders. When a subscriber has paid nothing 4 Gray, 61. upon his shares, the directors, after thirty days from the time when 5 Gray, 520. an assessment has become due, may declare them forfeited, and may transfer them to any responsible person who subscribes for the same and pays the assessments then due. Or if a stockholder neglects to pay an assessment for thirty days after notice from the treasurer, the directors may order the treasurer to sell such shares by public auction to the highest bidder, giving notice of the sale, and the shares shall be transferred to the purchaser. If the shares of a stockholder do not sell for a sum sufficient to pay his assessments with interest and charges of sale, he shall be liable to the corporation for the deficiency; if such shares sell for more, he shall be entitled to the surplus remaining. 26 INCREASE OF CAPITAL STOCK. New shares may be offered to stockholders at par. Increase of Capital Stock. [SECTION 58. A railroad corporation authorized to increase its capital stock may, if its board of directors so decide, cause written notice of such intended increase to be given to each stockholder who 1886, 337, § 3. was such at the date of the vote to increase, stating the amount of Repealed. 1878, 84, § 1. See § 60. 1893, 315. Sale at auction of shares not so such increase and the proportion thereof in shares or fractions of shares which he would be entitled to receive on a division of the same, and fixing a time, not less than thirty days from the date of said notice, within which he may subscribe for such additional stock; and each stockholder may within the time fixed subscribe for his proportion of such stock at par; and the same shall be paid for in cash on the issue of a certificate therefor.] [SECTION 59. If such shares are not so offered to the stockholders, offered or taken. the corporation, if the cash market value of its shares exceeds the par value thereof, shall sell them in the manner hereinafter provided, 1886, 337, § 3. to the number necessary to produce the amount of money for which 1874, 372, § 46. 1878, 84, § 2. See § 60. Repealed. 1893, 315. such increase of capital is authorized: and if, after the expiration of the notice provided for in the preceding section, any shares of such stock remain unsubscribed for by the stockholders entitled to take them, the same shall be sold in the same manner; that is to say, the directors shall offer the same for sale to the highest bidder at public auction in the city of Boston; and notice of the time and place of such sale shall be published at least five times during the ten days immediately preceding the sale in the newspaper in which the general laws are published and in two other daily newspapers in said city; or if the road of the corporation does not terminate in said city, such notice shall be so published in the first-mentioned newspaper, and at least once a week for three successive weeks preceding the sale in one or more newspapers published in each county through or into which its road extends. Not exceeding two thousand shares of the stock of any such corporation shall be offered for sale on any one day; and no share shall be sold or issued for a less sum to be actually paid in cash than the par value thereof.] Acts of 1893, Chapter 315. An Act relating to the Increase of Capital Stock by Corporations owning or operating a Railroad or Railway by steam or other power. [SECTION 1. Whenever a corporation owning or operating a railroad or shares at market railway by steam or other power increases its capital stock, the new shares Stockholders may take new value, etc. Repealed. 1894, 472. to the number necessary to produce the amount necessary for the purposes for which such increase is authorized shall be offered proportionally to its stockholders at the market value thereof at the time of increase, as shall be determined by the board of railroad commissioners, taking into account previous sales of stock of the corporation and other pertinent conditions. The directors shall cause written notice of such increase to be given to each stockholder who was such at the date of the vote to increase, stating the amount of such increase and the proportion thereof in shares or portions of shares which he would be entitled to receive on a division of the same, and the price at which he is entitled to take the same, and fixing a time, not INCREASE OF CAPITAL STOCK. less than fifteen days from the date of such notice, within which he may 27 taken to be sold 1894, 472. [SECTION 2. If, after the expiration of the notice provided for in the Shares not so preceding section, any shares of such stock remain unsubscribed for by at auction, etc. the stockholders entitled to take them, the directors shall sell the same at Repealed. auction. All shares to be disposed of at auction under the provisions of this act shall be offered for sale to the highest bidder in the city of Boston, or such city or town as may be prescribed by the railroad commissioners; and notice of the time and place of such sale shall be published at least five times during the ten days immediately preceding the sale in such daily newspapers, not less than three in number, as may be prescribed by the railroad commissioners. No share shall be sold or issued for a less sum to be actually paid in cash than the par value thereof.] SECTION 3. Sections fifty-eight and fifty-nine of chapter one hundred and twelve and section sixteen of chapter one hundred and thirteen of the Public Statutes are hereby repealed. [Approved May 4, 1893. Acts of 1894, Chapter 472. An Act relating to the Increase of Capital Stock by Corporations owning or operating a Railroad or Railway by steam or other power, and of Gas Light, Electric Light, Telegraph, Telephone, Aqueduct and Water Companies. Repeal of P. S. 112, §§ 58, 59; 113, § 16. SECTION 1. Whenever a corporation owning or operating a railroad or Stockholders may take new railway, whether such railroad or railway is operated by steam or other shares at market power, or a gas light, electric light, aqueduct or water company, or a corpo- value, etc. ration established for and engaged in the business of transmitting intelligence by electricity, increases its capital stock, the new shares to the number necessary to produce the amount necessary for the purposes for which such increase is authorized shall be offered proportionately to its stockholders at not less than the market value thereof at the time of increase, as shall be determined by the board of railroad commissioners in the case of a steam railroad or street railway company, by the board of gas and electric light commissioners in the case of a gas light or electric light company, and by the commissioner of corporations in the case of an aqueduct or water company or a corporation established for and engaged in the business of transmitting intelligence by electricity, taking into account previous sales of stock of the corporation and other pertinent conditions. The directors shall cause written notice of such increase to be given to each stockholder who was such at the date of the vote to increase, stating the amount of such increase and the proportion thereof in shares or portions of shares which he would be entitled to receive on a division of the same, and the price at which he is entitled to take the same, and fixing a time, not less than fifteen days from the date of such notice, within which he may subscribe for such additional stock; and each stockholder may, within the time fixed, subscribe for his portion of such stock, and the same shall be paid for in cash on the issue of a certificate therefor: provided, that when the increase in the cap- Proviso. ital stock does not exceed four per cent of the existing capital stock of the corporation, the directors may dispose of the same in the manner provided in section two of this act without first offering the same to the stockholders. 28 Shares not so taken to be sold INCREASE OF STOCK AND BONDS. SECTION 2. If, after the expiration of the notice provided for in the preat auction, etc. ceding section, any shares of such stock remain unsubscribed for by the stockholders entitled to take them, the directors shall sell the same at auction. All shares to be disposed of at auction under the provisions of this act shall be offered for sale to the highest bidder in the city of Boston, or such city or town as may be prescribed by such commissioners; and notice of the time and place of such sale shall be published at least five times during the ten days immediately preceding the sale in such daily newspapers, not less than three in number, as may be prescribed by such commissioners. No shares shall be sold or issued for a less sum, to be actually paid in cash, than the par value thereof. Repeal of P. S. 106, §§ 39-41; 110, §§ 7, 8; 1893, 315. Prior issues not affected. Stock and bonds may be in creased to build branches, etc. 1874, 372, § 48. 1886, 337, § 3. Approval of board. Proceedings. Remedy. Amendment of P. S. 112, § 60. Additional purposes for which stock and bonds may be increased. SECTION 3. Sections thirty-nine, forty and forty-one of chapter one hundred and six, sections seven and eight of chapter one hundred and ten, of the Public Statutes, and chapter three hundred and fifteen of the acts of the year eighteen hundred and ninety-three, are hereby repealed. SECTION 4. Nothing herein contained shall affect any issue of stock or bonds authorized by said board of railroad commissioners or by said board of gas and electric light commissioners prior to the passage of this act. [Approved June 14, 1894. SECTION 60. A railroad corporation, for the purpose of building a branch or extension, or of aiding in the construction of another railroad, or of taking stock in an elevator corporation in the organization of which it is an associate, or of erecting and operating grain elevators within the commonwealth, [may increase its capital stock, and in so doing shall conform to the provisions of the two preceding sections] or of building depots, or of abolishing grade crossings, or of making permanent investments or improvements, or of funding its floating debt, or of refunding its funded debt, or for the payment of money borrowed for any lawful purpose, or for other necessary and lawful purposes, may, from time to time, with the approval of the railroad commissioners, increase its capital stock or bonds beyond the amounts fixed and limited by its articles of association or its charter, or by any act of the general court concerning the same. The amount of said increase shall be determined upon petition of the railroad corporation by the board of railroad commissioners, who shall, within thirty days afer final hearing on said petition, file in the office of the secretary of the commonwealth a certificate showing the amount and purposes of the increase; and the company shall not apply such increase or the proceeds thereof to any purpose not specified in said certificate, and may be enjoined from so doing by any justice of the supreme judicial or superior court upon application of the board or of any interested party. Acts of 1894, Chapter 502. An Act relative to the Increase of the Capital Stock and Bonds of Section sixty of chapter one hundred and twelve of the Public Statutes is hereby amended by striking out all after the word " commonwealth ” in the fifth line, and inserting in place thereof the following words: — or of building depots, or of abolishing grade crossings, or of making perma STOCK OR SCRIP DIVIDENDS. board. nent investments or improvements, or of funding its floating debt, or of refunding its funded debt, or for the payment of money borrowed for any lawful purpose, or for other necessary and lawful purposes, may, from time to time, with the approval of the railroad commissioners, increase its cap- Approval of ital stock or bonds beyond the amounts fixed and limited by its articles of Proceedings. association or charter, or by any act of the general court concerning the same. The amount of said increase shall be determined upon petition of the railroad corporation by the board of railroad commissioners, who shall, within thirty days after final hearing on said petition, file in the office of the secretary of the commonwealth a certificate showing the amount and purposes of the increase; and the company shall not apply such increase or the proceeds thereof to any purpose not specified in said certificate, and may be enjoined from so doing by any justice of the supreme judicial or Remedy. superior court upon application of the board or of any interested party,— so as to read as follows:- Section 60. (See SECTION 60, supra.) [Approved June 21, 1894. unauthorized 29 1874, 372, § 177. 142 Mass. 146. SECTION 61. If a railroad corporation, without authority of the Penalties for general court, increases its capital stock beyond the maximum fixed increase, etc. in its act of incorporation or in conformity with this chapter, or 109 Mass. 99. declares a stock dividend, or divides the proceeds of the sale of stock See 1891, 350. among its stockholders, or issues certificates of stock when the par value of the shares so issued is not first paid in cash to its treasurer, all certificates so issued shall be void, and its directors shall be liable to a penalty of one thousand dollars each, to be recovered by indictment in any county where any of them resides; but if a director proves that before such issue he filed his dissent in writing thereto with the clerk of the corporation, or was absent and at no time voted therefor, he shall not be liable. If a railroad corporation owning a railroad in this commonwealth and consolidated with a corporation in another state owning a railroad therein increases its capital stock, or the capital stock of such consolidated corporation, except as authorized by this chapter, without authority of the general court, or without such authority extends its line of road, or consolidates with any other corporation, or makes a stock dividend, the charter and franchise of such corporation shall be subject to be forfeited and to become null and void. Stock or Scrip Dividends. Acts of 1894, chapter 350. An Act prohibiting the Issue of Stock or Scrip Dividends by Cor porations. SECTION 1. No telegraph, telephone, gas light, electric light, steam railroad, street railway, aqueduct or water company established under the laws of this Commonwealth shall declare any stock or scrip dividend, or divide the proceeds of the sale of stock or scrip among its stockholders; nor shall any such company create any additional new stock or issue certificates thereof to any person unless the par value of the shares so issued is first paid in cash to its treasurer. Stock and scrip prohibited. dividends, etc., |