tions, set forth in all general laws which now are or hereafter may be in force relating to street railway companies. In witness whereof, I have hereunto subscribed my official signature, and affixed the Great Seal of said commonwealth, this day [day, month and year]. of in the year The secretary of the commonwealth shall sign the certificate of incorporation, and cause the Great Seal of the commonwealth to be thereto affixed, and such certificate shall have the force and effect of a special charter. The secretary of the commonwealth shall also cause a record of the certificate of incorporation to be made, and such certificate, or such record, or a certified copy thereof, shall be conclusive evidence of the existence of such corporation. ORGANIZATION. A tors. 1874, 372, § 30. 1878, 215. 1879, 156. P. S. 112, § 45. R. L. 111, § 48. SECTION 10. Upon the issue of such certificate of incorpora- First meeting tion, the first meeting of the incorporators shall be called by of incorporaa notice signed by a majority of the directors; and such notice 1872, 53, § 11. shall state the time, place and purposes of the meeting. copy of such notice shall, seven days at least before the day appointed for the meeting, be given to each incorporator or left R. L. 112, 8. at his residence or usual place of business, or deposited in the See 1903, 437, post office, postage prepaid, and addressed to him at his residence or usual place of business, and another copy thereof, and an affidavit of the clerk that the notice has been duly served, shall be recorded with the records of the company. If all of the incorporators shall in writing waive such notice and fix the time and place of the meeting, no notice shall be required. R. L. 112, § 8. SECTION 11. At such first meeting, or at any adjournment Organization. thereof, the incorporators shall organize by the adoption of See 1903, 437, by-laws, and by the election, by ballot, of not less than five $10. directors. The clerk appointed by the directors under section five shall make and attest a record of the proceedings until the clerk of the company has been chosen and sworn, including a record of such choice and qualification. OFFICERS. SECTION 12. The business of every company shall be man- Officers. aged and conducted by a president, a board of not less than 1864, 229, §2. five directors, a clerk, a treasurer and such other officers and P. S. 113, 9. such agents as the company by its by-laws shall authorize. R. L. 112, § 15. officers. P. S. 113, § 9. See 1903, 437, SECTION 13. The directors shall be elected annually by the Election of stockholders by ballot, and the president shall be elected annu- 1864, 229, § 2. ally by and from the board of directors, and the treasurer and 1871, 381, 2. the clerk annually by said board. Every director, unless the R. L. 112, $15. by-laws otherwise provide, shall be a stockholder. The treas- $18. urer may be required to give a bond for the faithful perform- 1909, 417, ance of his duty in such sum and with such sureties as the by-laws may prescribe. The clerk, who shall be a resident of Amended. §§ 5, 6. 1906, 463, Part III § 13, amended. 481, 509. Election of officers. this commonwealth, shall be sworn, and shall record all votes of the company in a book to be kept for that purpose. The officers of a company shall hold office for one year and until their successors are chosen and qualified. The manner of choosing or of appointing all other agents and officers and of filling all vacancies shall be prescribed by the by-laws, and, in default of provision by such by-laws, vacancies may be filled by the board of directors. Any requirement in the general laws of action to be taken or instruments to be signed by the president, directors or a majority of the directors, of a street railway company, relative to the grants, extensions, alterations and revocations of location, abolition of grade crossings and rights in state highways, shall be sufficiently and legally complied with if such action is taken by a vote, or if such instrument is executed in accordance with and by the person or persons designated in, a vote of the directors of such company, at a meeting duly and properly held, at which a quorum of the board is present. [See page 179, § 13.] Acts of 1909, Chapter 417, §§ 5, 6. SECTION 5. Section thirteen of Part III of said chapter four hundred and sixty-three is hereby amended by adding at the end thereof the following: Any requirement in the general laws of action to be taken or instruments to be signed by the president, directors, or a majority of the directors, of a street railway company, relative to the grants, extensions, alterations, and revocations of location, abolition of grade crossings and rights in state highways, shall be sufficiently and legally complied with if such action is taken by a vote, or if such instrument is executed in accordance with, and by the person or persons designated in, a vote of the directors of such company, at a meeting duly and properly held, at which a quorum of the board is present, so as to read as follows: Section 13. 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 this commonwealth, shall be sworn, and shall record all votes of the company in a book to be kept for that purpose. The officers of a company shall hold office for one year and until their successors are chosen and qualified. The manner of choosing or of appointing all other agents and officers and of filling all vacancies shall be prescribed by the by-laws, and, in default of provision by such by-laws, vacancies may be filled by the board of directors. Any requirement in the general laws of action to be taken or instruments to be signed by the president, directors, or a majority of the directors, of a street railway company, relative to the grants, extensions, alterations, and revocations of location, abolition of grade crossings and rights in state highways, shall be sufficiently and legally complied with if such action is taken by a vote, or if such instrument is executed in accordance with, and by the person or persons designated in, a vote of the directors of such company, at a meeting duly and properly held, at which a quorum of the board is present. apply. SECTION 6. Sections seven, sixty-four, sixty-five and seventy of Part Boston Elevated Railway III of said chapter four hundred and sixty-three, as amended by this Company. act, and section sixty-six of Part III of said chapter, shall apply to the Sections to Boston Elevated Railway Company in respect to the street railways at any time owned, leased or operated by it, and to companies whose railways were, on the first day of October in the year eighteen hundred and ninety-eight, leased or operated by it. [Approved May 20, 1909. stockholders. 1871, 381, § 3. SECTION 14. There shall be an annual meeting of the stock- Meetings of holders, and the time and place of holding it, and the manner 1864, 229, § 3. of conducting it, shall be fixed by the by-laws. All meetings P. S. 113, 10. of stockholders shall be held in the commonwealth, and shall be See 1903, 437, called, and notice thereof given, in the manner provided in the $20. by-laws of the company; or, if the by-laws make no provision therefor, shall be called by the president, and a written or printed notice, stating the place, day and hour thereof, given by the clerk, at least seven days before such meeting, to each stockholder by leaving such notice with him or at his residence or usual place of business, or by mailing it, postage prepaid, and addressed to each stockholder at his address as it appears upon the books of the company. Unless the by-laws otherwise provide, a majority in interest of all stock issued and outstanding and entitled to vote shall constitute a quorum. Notices of all meetings of stockholders shall state the purposes for which the meetings are called. No notice of the time, place or purpose of any regular or special meeting of the stockholders shall be required if every stockholder, or his attorney thereunto authorized, by a writing which is filed with the records of the meeting, waives such notice. under warrant the peace. R. S. 44, § 4. R. L. 109, $ 15. SECTION 15. If, by reason of the death or absence of the May be called officers of the company or other cause, there is no person au- of justice of thorized to call or preside at a legal meeting, or if the clerk or 1833, 49. other officer refuses or neglects to call it, a justice of the peace G. S. 68.5. may, upon written application of three or more of the stock- P. S. 105, § 11. holders, issue a warrant to any one of them, directing him to See 1903, 437, call a meeting by giving such notice as is required by law, and may, by the same warrant, direct him to preside at the meeting until a clerk is chosen and qualified, if no officer of the company is present who is legally authorized to preside. $ 21. meetings. P. S. 112, § 52. SECTION 16. A special meeting of the stockholders shall be Special called, and a written or printed notice thereof, stating the time, 1876, 201. place and purpose of the meeting, given, by the clerk upon 1897, 99. written application of three or more stockholders who are en- See 1903, 437, titled to vote, and who hold at least one tenth part in interest § 22. of the capital stock. R. L. 111, § 56. SECTION 17. A company shall not directly or indirectly vote Voting rights upon any share of its own stock. of company upon its own stock. shall of stock holders; SECTION 18. Stockholders who are entitled to vote have one vote for each share of stock owned by them. Stock- proxies. holders may vote either in person or by proxy. No proxy §§ 4, 5. 1864, 229. 182 1871, 381, Voting rights of fiduciary which is dated more than six months before the meeting named therein shall be accepted, and no such proxy shall be valid after the final adjournment of such meeting. SECTION 19. Executors, administrators, guardians, trustees or persons in any other representative or fiduciary capacity may R. S. 38, 35. vote as stockholders upon stock held in such capacity. stockholders. 1829, 53, § 12. 1838, 98, § 2. Meetings of directors. See 1903, 437, § 25. G. S. 68, 11. P. S. 105, § 13. R. L. 109, § 17. 101 Mass. 398. SECTION 20. Meetings of the board of directors may be held within or without the commonwealth. Any meeting of the board of directors shall be a legal meeting without notice, if each director who is absent, by a writing which is filed with the records of the meeting, waives such notice. Stock certifi cates. See 1903, 437, § 26. Transfer of shares. 1871, 381, § 10. 1903, 423, §§ 1, 2; 437, CAPITAL STOCK. SECTION 21. Each stockholder shall be entitled to a certificate which shall be signed by the president and by the treasurer of the company, or by such other officers as may be authorized by the by-laws, shall be sealed with its seal, and shall certify the number of shares owned by him in such company. SECTION 22. The delivery of a certificate of stock by the 1864, 229, § 10. person named as the stockholder in such certificate or by a person entrusted by him with its possession for any purpose to R. L. 112, 18. a bona fide purchaser or pledgee for value, with a written transfer thereof, or with a written power of attorney to sell, assign or transfer the same, signed by the person named as the stockholder in such certificate, shall be a sufficient delivery to transfer title as against all persons; but no such transfer shall affect the right of the company to pay any dividend due upon the stock, or to treat the holder of record as the holder in fact until it has been recorded upon the books of the company, or until a new certificate has been issued to the person to whom it has been so transferred. Such purchaser, upon delivery of the former certificate to the treasurer of the company, shall be entitled to receive a new certificate. A pledgee of stock transferred as collateral security shall be entitled to a new certificate if the instrument of transfer substantially describes the debt or duty which is intended to be secured thereby. Such new certificate shall express on its face that it is held as collateral security, and the name of the pledgor shall be stated thereon, who alone shall be liable as a stockholder, and entitled to vote thereon. Stock books and corporate records. 1858, 144. P. S. 105, § 21. SECTION 23. The certificate of incorporation, and an attested copy of the agreement of association, and of the by-laws, with a G. S. 68. 10. reference on the margin of the copy of the by-laws to all amendR. L. 109, 32. ments thereof, and a true record of all meetings of stockholders shall be kept by the company at its principal office in this commonwealth for the inspection of its stockholders. The stock P. S. 105, 22. and transfer books of such company, which shall contain a 1859, 227. G. S. 68, § 20. 1861, 120. 1864, 201, § 1. R. L. 109, § 33. R. L. 109, § 34. 278.1 G. S. 68. § 12. See 1903, 437, complete list of all stockholders, their residences and the amount 1889, 222, § 3. of stock held by each, shall be kept at an office of the company [1 Op. A. G. in this commonwealth for the inspection of its stockholders. 1847, 107. Said stock and transfer books and said attested copies and rec- P. S. 105, § 23. ords shall be competent evidence in any court of this common- R. L. 109, § 35. wealth. If any officer or agent of a company having charge of § 30. such copies, books or records refuses or neglects to exhibit them or to submit them to examination as aforesaid, he or the company shall be liable to any stockholder for all actual damages sustained by reason of such refusal or neglect, and the supreme judicial court or the superior court shall have jurisdiction in equity, upon petition of a stockholder, to order any or all of said copies, books or records to be exhibited to him and to such other stockholders as may become parties to said petition, at such a place and time as may be designated in the order. certificates. R. L. 110, § 28. See 1903, 437, SECTION 24. The directors of a company may, unless other- Lost wise provided by the by-laws, determine the conditions upon which a new certificate of stock may be issued in place of any certificate which is alleged to have been lost or destroyed. They may, in their discretion, require the owner of a lost or destroyed certificate, or his legal representative, to give a bond with sufficient surety to the company in a sum not exceeding double the market value of the stock to indemnify the company against any loss or claim which may arise by reason of the issue of a certificate in place of such lost or destroyed stock certificate. dividends. G. S. See 1903, 437, SECTION 25. Every company shall, once in every five years, Unclaimed publish three times successively in a newspaper in the city of 1837, 56. Boston, and also in a newspaper in the county in which the GS: 68, $12. principal office of the company is located, a list of all dividends R. L. 109, $40. which have remained unclaimed for two years or more and the § 32. names of the persons to whose credit such dividends stand. SECTION 26. Certificates of stock shall not be issued by a Shares to be company until the par value thereof shall have been actually 1864, 229, paid in in cash. P. S. 113, § 13. 1871, 381, §§ 7, 10. R. L. 112, § 18. 1881, 302. 150 Mass. 200.. issued at par. 88 6, 10. SHARES ISSUED FOR PAR ONLY. not to be issued for SECTION 19. No corporation, unless specially authorized, shall issue a share for a less amount to be actually paid in thereon than the par less than par. value of the shares at the date of issue. 1859, 104. P. S. 106, § 41. 1851, 133, § 16. 1858, 167. upon capital collection SECTION 27. The directors may assess upon all the shares Assessments subscribed, but not paid in, such amounts of money which are stock, and not in excess of their par value, as they think proper, and may thereof. direct the same to be paid to the treasurer, who shall give 1864, 229, written notice thereof to the subscribers. If a subscriber neglects to pay his assessment for thirty days after such notice, |