pipers, fiddlers, runaways, drunkards, night walkers, railers, CHAP. 82 brawlers and pilferers; persons wanton or lascivious in speech or behaviour, or neglecting their callings or employments, mis-spending what they earn and not providing for the support of themselves and their families. And all idle and disorderly persons having no visible means of support, neglecting all lawful calling or employment; and all idle and disorderly persons who neglect all lawful calling or employment and mis-spend their time by frequenting disorderly houses, houses of ill fame, gaming houses or tippling shops.' Approved March 21, 1891.

Chapter 82.

An Act to protect Waters used for Domestic Purposes.

Be it enacted by the Senate and House of Representatives in Legislature assembled, as follows:

SECT. 1. Whoever knowingly and willfully poisons, defiles or in any way corrupts the waters of any well, spring, brook, lake, pond, river or reservoir, used for domestic purposes for man or beast, or knowingly corrupts the sources of the water supply of any water company, or of any city or town, supplying its inhabitants with water, or the tributaries of said sources of supply in such manner as to affect the purity of the water so supplied, or knowingly defiles such water in any manner, whether the same be frozen or not, or puts the carcass of any dead animal or other offensive material into said. waters, or upon the ice thereof, shall be punished by a fine not exceeding one thousand dollars, or by imprisonment not exceeding one year.

SECT. 2. Whoever shall willfully injure any of the property of any water company or of any city or town used by it in supplying water to its inhabitants, shall be punished by a fine not exceeding one thousand dollars, or by imprisonment not exceeding one year; and such person shall also forfeit and pay to such water company, city or town three times the amount of actual damages sustained, to be recovered in an action of the case.

acts repealed.

SECT. 3. The provisions of all general laws, and of all Inconsistent special acts inconsistent with this act, are hereby repealed.

Approved March 21, 1891.

CHAP. 83

Fees of trial justices.

Chapter 83.

An Act relating to the fees of Trial Justices.

Be it enacted by the Senate and House of Representatives in Legislature assembled, as follows:

That trial justices shall be allowed a fee of eighty cents for trial of an issue in criminal cases.

Approved March 21, 1891.

Corporations shall not sell franchises without consent

Chapter 84.

An Act to define the Rights of Minority Stockholders.

Be it enacted by the Senate and House of Representatives in Legislature assembled, as follows:

SECT. 1. No corporation shall sell, lease or in any manner part with its franchises except with the consent of its stockof stockholders. holders at an annual or special meeting, the call for which shall give notice of the subject matter of the proposed sale, lease or consolidation. All such sales, leases and consolidations shall be subject to the provisions of this act, and to the prior liens of stockholders as herein defined.

Dissent of stockholders shall be filed, and petition entered, with

8. J. Court, that value of shares shall be determined.

If corporation fails to enter petition,

dissenting

SECT. 2. If any stockholder in any corporation, which shall vote to sell, lease or consolidate its franchise; shall vote in the negative and shall file his written dissent therefrom. with the president, clerk or treasurer of such corporation within one month from the day of such vote, the corporation in which he is a stockholder may within one month after such dissent is so filed, enter a petition with the supreme judicial court, sitting in equity, in the county where it held its last annual meeting, in term time or in vacation, setting forth in substance the material facts of the transaction, the action of the corporations thereon, the names and residence of all dissenting stockholders whose dissents were so filed, making such dissenting stockholders parties thereto, and praying that the value of the shares of such dissenting stockholders may be determined, and for other appropriate relief.

SECT. 3. If any such corporation shall fail to enter such petition as aforesaid, any stockholder dissenting as aforesaid

stockholder may may within one month thereafter enter such petition and

enter and

prosecute the

same.

prosecute the same, making such corporation party defend

ant.

In either case the court shall fix the time of hearing CHAP. 84 and shall order notice thereof to all parties interested, by publication in some newspaper or newspapers at least two weeks successively, and such personal service as is required upon bills in equity.

parties,

value of shares

rights of stockholders.

corporation amount of

shall deposit

award in some

bank.

SECT. 4. The court, or any justice thereof in term time Court shall bear or in vacation, shall hear the parties and determine as soon determine as practicable the value of the stock of such dissenting stock-and secure holders; and shall make and enforce all such orders and decrees as may be necessary to secure to such stockholders all their rights. Such corporation shall, notwithstanding any appeal as hereinafter authorized, forthwith deposit the amount so awarded, in some bank or trust company designated by the court, to be by it held until final judgment, and paid to the parties as thereafterwards ordered by the court directing such deposit. Upon such deposit and upon compliance with final judgment as hereinafter ordered, the shares of such stockholders shall become the property of such corporation, and the court may make and enforce such orders as may be necessary to secure its title thereto.

when shares property of

shall become

corporation.

Either party appeal, and trial

may enter

had before a jury.

paid.

SECT. 5. Within thirty days after filing the decree determining such values, as aforesaid, either party may enter an appeal therefrom, to be heard at the next term of the supreme judicial court in the county where such petition is pending. The issue may thereupon, at the request of any party thereto, be submitted to a jury. If upon such trial the amount of -award, how such award is increased, the stockholder shall have judgment and execution against the petitioning corporation or corporation defending, for such increase with interest and costs; and if not increased, such corporation may withdraw from said deposit, the amount of the decrease with interest and costs. During the pendency of such appeal, the appellant shall have a lien upon all the property of the corporation interested in property of corsuch sale or lease, or consolidation for thirty days after judgment on appeal. Such lien shall have precedence over any mortgages or leases made after any vote of sale, lease or consolidation. All such liens may be released upon filing with the court, a bond in such amount and with such sureties as the court may approve. Two or more stockholders may join in the same appeal.

SECT. 6. Any stockholder failing to file his dissent as required in section two shall be deemed to have assented to

-appellant shall have lien on

poration.

If dissent is not

fled, stockdeemed to have

holder shall be

assented.

CHAP. 84 -guardian may

such vote. If it appears that any stockholder is legally be appointed for incapacitated from giving such assent or waiver, the court

incapacitated stockholder.

-proviso.

Stockholders shall deposit in court, certificates of shares.

-transfers shall be subject to final decrees.

If corporation fails to pay

stockholder may

and execution or withdraw stock.

shall appoint suitable guardians or representatives for such persons, and the case shall then be heard and determined as if such stockholders had filed their dissent as required by section two. Provided, however, that, if the proceedings authorized by this act are not had, then as against any stockholder who is a minor, or otherwise legally incapacitated, and who has no guardian, the period of one month in which to file the written dissents aforesaid shall not begin to run until the removal of the incapacity, by the appointment of a guardian or otherwise and actual notice of the vote of sale, lease or consolidation.

All

SECT. 7. Every stockholder appearing in answer to, or filing any petition, by himself, guardian or other legal representative, shall simultaneously therewith or within such time. as the court may allow, deposit in court his certificate of shares duly endorsed to the corporation of which he is a shareholder, or some other sufficient transfer thereof, which shall there remain subject to the order of the court. attachments and transfers of such shares shall be subject to the final decrees in such proceeding; and any such attaching creditor or transferee shall be allowed to become a party to the proceedings to protect his interests; and if such person, so claiming under such transfer or attachment omits or fails to intervene in such proceedings, his omission as a party shall not bar or impair the proceedings.

SECT. 8. If none of the corporations interested in such amount decreed, petition shall pay or deposit the amount as herein ascertained take judgment and decreed, with interest thereon, within such time as the court shall order, any stockholder, entitled to such amount, may at his option take judgment and execution therefor, with interest and costs, against such corporation or withdraw his stock aforesaid; and after such withdrawal or if said execution is returned unsatisfied within thirty days after judgment, retain all rights. the owner of such shares shall retain all the rights of a dis

-after

withdrawal, or

if execution is not satisfied, owner shall

-dissenting

stockholders shall have lien on property.

senting stockholder as though no proceedings had taken place. All stockholders entitled to a remedy hereunder, shall have a lien upon the property of the corporations in which they are stockholders which shall take precedence of all mortgages or leases, of any kind made after any vote of sale, lease or con

solidation. Such liens may be released as provided in section CHAP. 84

five.

Court may hear

and determine

petitions, and

make orders for enforcement of rights of all

SECT. 9. The supreme judicial court, or any justice thereof, may in term time or vacation hear aud determine said petitions, and make all orders for giving notice to nonresident parties, and taking action with reference to them, parties, etc. for the enforcement of the rights of any party to the proceeding, for the consolidation of two or more petitions, for the payment of interest on the adjudged value of the shares, for the payment of dividends, pending the proceedings, for interest upon the deposit aforesaid, for the distribution of costs between the parties and for enforcing its orders and decrees, as are consistent with the principles of equity practice, and as the convenient and speedy settlement of the controversy may require.

SECT. 10. If any petition shall fail for any matter of form, any party interested therein may file a new petition within two months thereafter. No petition shall be abated by the death of any party, but may thereupon be summarily revived by suggestion and amendment.

SECT. 11. This act shall not apply to nor affect any pending action at law or in equity or cause of action, legal or equitable, heretofore accrued, nor any special acts relating to the rights of minority stockholders in any particular corporations enacted heretofore, or by the present legislature, nor to any mortgage legally made.

SECT. 12. In the event either of the corporations interested has consolidated its stock with corporations created by any other state or states, or the stock therein is held by virtue of concurrent legislation of one or more states, and proceedings have been commenced for valuing the stock and paying the value thereof in any state having jurisdiction, such proceedings shall, while pending, be a bar to any under this statute; but if such proceedings in any other state shall fail for any reason not touching the merits, a petition may be filed as herein provided, within two months thereafter.

Approved March 21, 1891.

If petition fails of form, new

for any matter petition may be

filed.

Act shall not peuding actions.

apply to

Proceedings for

valuing stock

under the laws shall be a bar to

of other states,

any under this

act.