contain a reference to all votes creating preferred stock and a brief description of the respective preferences, rights and restrictions of each class of such stock. of stock. preferred stock shares, how SECTION 4. Any preferred stock issued under authority of this act Voting powers shall have the same voting power as the common stock, except that, in any case, there may be such limitations of the voting power of said preferred stock as said board approves and finds to be consistent with the adequate protection of the public interests. The aggregate amount at Amount of par of preferred stock of all classes issued by a street railway company regulated. shall at no time exceed twice the amount at par value of its outstanding common stock, and no class of preferred stock shall be created which is not, in a manner approved by the board of railroad commissioners, made subordinate in respect to dividends or to participation in the proceeds of liquidation to the preferences of every previously created class of preferred stock. Upon any issue of preferred stock the new shares shall, Preferred unless the common stockholders shall, with the approval of the board of issued. railroad commissioners, otherwise provide, first be offered to the common stockholders in the manner prescribed in said chapter six hundred and thirty-six of the acts of the year nineteen hundred and eight and acts in amendment thereof, and any shares of the preferred stock which shall not have been duly subscribed and paid for by the common stockholders or their assigns shall be offered in the same manner to the existing holders of preferred stock of the same class; and any of such preferred Remaining preferred shares then remaining untaken, and all of the preferred shares if the shares to be common stockholders so determine and the said board approves, may be sold. sold in the manner and subject to the provisions of section two of said chapter six hundred and thirty-six. In case of any increase in the com- Increase of mon stock of the company, holders of preferred stock shall be entitled to preferred stock have offered to them shares of the new stock in the manner provided in present holders said chapter six hundred and thirty-six, and acts in amendment thereof, board whenever the vote creating such preferred stock as approved by the said approves. board shall so provide. to be offered whenever SECTION 5. Chapter four hundred and forty-one of the acts of the Repeal. year nineteen hundred and two, so far as it applies to street railway companies, is hereby repealed. [Approved June 12, 1913. issue of bonds, and other evi 1889, 316, § 2. 2. R. L. 109, 25. §1; 1909, 485. SECTION 108. A street railway company, unless expressly Limit of authorized by its charter or by special law, shall not issue coupon notes bonds, coupon notes or other evidences of indebtedness payable dences of inat periods of more than twelve months after the date thereof debtedness. to an amount which, including the amount of all such securities 1897, 337, previously issued and outstanding, exceeds in the whole the See 1908, 620. amount of its capital stock at the time actually paid in; but this limitation shall not apply to the issue of bonds for the purpose of paying and refunding at maturity bonds lawfully issued prior to the second day of June in the year eighteen hundred and ninety-seven; nor shall it apply to such of the bonds issued or to be issued under a mortgage as are deposited to retire at or before maturity bonds or other evidences of indebtedness previously issued and outstanding at the date of such mortgage, and as do not exceed the par value of the funded or other debt so to be retired; and such company shall not issue the securities specified in this section unless authorized by a vote of its stockholders at a meeting called for the purpose. Enforcement. 1894, 450, § 3; R. L. 109, § 27. Penalties. R. L. 109, § 28. See 1908, 636; New shares to be offered to stockholders upon increase of capital stock. 1870, 179. 305. SECTION 109. The supreme judicial court or the superior court shall have jurisdiction in equity, upon the application of the board of railroad commissioners, of the attorney-general, or any stockholder or of any interested party, to enforce the provisions of the two preceding sections and all lawful orders and decisions, conditions or requirements of said board made in pursuance thereof. SECTION 110. A director, treasurer or other officer or agent of a 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 the three preceding sections, or who knowingly votes to authorize the application, or knowingly applies the proceeds, of such stock or bonds contrary to the provisions of said sections, or who knowingly votes to assume or incur, or knowingly assumes or incurs in the name or behalf of such company, any debt or liability except for the legitimate purposes of the company shall be punished by a fine of not more than one thousand dollars, or by imprisonment for not more than one year, or by both such fine and imprisonment. SECTION 111. If a company which owns or operates a street railway increases its capital stock, such new shares as are necessary to produce the amount of increased capital stock which has been authorized shall, except as provided in the following sec1871, 392, §1. tion, be offered proportionately to its stockholders at such price not less than the market value thereof at the time of increase, as may be determined by the board of railroad commissioners, taking into account previous sales of stock of the company and other pertinent conditions, which determination shall be in writing and with the date thereof shall be certified to and recorded in the books of the company. The directors, upon the approval of such increase as provided in section one hundred and seven, and the determination of the market value as hereinbefore provided, shall cause written notice of such increase to be given to each stockholder of record upon the books of the company at the close of business on the date of such determination by said board, stating the amount of such increase, the number of shares or fractions of shares to which he, according to the proportionate number of his shares at the date of such determination, is entitled, the price at which he is entitled to take them, and fixing a time, not less than fifteen days after the date of such determination by said board, within which he may subscribe for such additional stock. Each stockholder may, within the time limited, subscribe for his portion of such stock, which shall be paid for in cash before the issue of a certificate therefor. 112, § 58; 113, $ 16. 1893, 315, § 1. 1894, 472, § 1. R. L. 109, 30. 1909, 369, 485. Stock sold at auction. 1870, 179. 1871, 392, § 2. 1873, 39. § 1; SECTION 112. If the increase in the capital stock which is subject to the provisions of the preceding section does not exceed four per cent of the existing capital stock of the company, 1874, 372. § 46. the directors, without first offering the same to the stockholders, may sell them by auction to the highest bidder at not less than P. S. 106. §40; the par value thereof to be actually paid in cash. They may 305; 333. 1878, 84, § 2. 1879, 90. 112. § 59; 113, $16. 1894, 472. R. L. 109, § 31. also so sell at public auction any shares, which, after the ex- 1893, 315, § 2. piration of the time limited in the notice required by the pre- $1,2 ceding section, remain unsubscribed for by the stockholders en- See 1908, 636; titled to take them. Such shares shall be offered for sale in 1909, 369, 485. the city of Boston, or in such other city or town as may be prescribed by the board of 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 each of at least three of such daily newspapers as may be prescribed by said board. No shares shall be sold or issued under this or the preceding section for a less amount to be actually paid in cash than the par value thereof. RAILROAD CROSSINGS. railroad cross 1898, 404, § 1. SECTION 113. For the purpose of avoiding or abolishing a Abolition of crossing of a railroad by the tracks of a street railway company ings. at grade, the company may purchase or otherwise take land R. L. 112; 65. necessary therefor, not exceeding fifty feet in width, outside the limits of a public way; but no land shall be so taken which cannot lawfully be taken for the laying out of a railroad, nor shall it be so taken until a plan on an appropriate scale, showing by metes and bounds the land, and the names of the owners thereof, has, after notice to such owners, and after such public notice and hearing as is required by section seven, been approved in writing by the board of aldermen of the city or the selectmen of the town in which such land is situated; nor shall the land of a railroad corporation or of another street railway company be so taken without its consent, except with the approval of the board of railroad commissioners, after notice and a hearing. SECTION 114. A deed or description and a plan of the land Description so purchased or taken shall be filed in the registry of deeds for 1898, 404, § 2. the county or district in which the land is situated; and the provisions of law relative to the assessment, payment or recovery of damages for land and other property taken for railroad purposes shall apply to land and property taken under the provisions of the preceding section. of land. R. L. 112, § 66. of tracks out ways. SECTION 115. A street railway company, which has acquired Construction land for such purpose, may construct its railway over or under side public a railroad, in the manner agreed upon by the companies, or, if 1898, 404, § 3. they do not agree, in the manner prescribed by the board of R. L. 112, § 67. railroad commissioners; but no overhead structure shall be built at a height of less than eighteen feet above the railroad track without the consent in writing of said board. within limits ways. SECTION 116. The board of aldermen of a city or the select- Structures men of a town in case of a public way, and the Massachusetts of public ways highway commission, in case of a state highway, may authorize or state highstructures or alterations within, or partly within, the limits 1898, 404, § 4 thereof, which are necessary for carrying a street railway over or under a railroad, if such way is not thereby made unsafe for other public travel. R. L. 112, § 68. Liens for labor and materials. 1904, 373. Exception. 1904, 373. Filing of claims for labor. 1904, 373. for materials. 1904, 373. Statute of limitations. 1904, 373. LIENS FOR LABOR AND MATERIALS. SECTION 117. A person to whom a debt is due for labor performed or for materials furnished and actually used in constructing a street railway under a contract with a person, other than the street railway company, who has authority from or is rightfully acting for such company in furnishing such labor or materials shall have a right of action against such company to recover such debt with costs, except as provided in the four following sections. SECTION 118. A person who has contracted to construct the whole or a specified part of such street railway shall not have such right of action. SECTION 119. A person shall not have such right of action for labor performed, unless, within thirty days after ceasing to perform it, he files in the office of the clerk of a city or town in which any of said labor was performed a written statement, under oath, of the amount of the debt so due to him and of the name of the person or persons for whom and by whose employment the labor was performed. Such right of action shall not be lost by a mistake in stating the amount due; but the claimant shall not recover as damages a larger amount than is specified in said statement as due him, with interest thereon. SECTION 120. A person shall not have such right of action for materials furnished, unless, before beginning to furnish them, he files in the office of the clerk of the city or town in which any of the materials were furnished, in the manner provided for filing the statement mentioned in the preceding section, a written notice of his intention to claim such right. SECTION 121. Such action shall not be maintained unless it is begun within sixty days after the plaintiff ceased to perform such labor or to furnish such materials. Change of name. 2, 6. 1892, 198, 201. CHANGE OF NAME. SECTION 122. Upon the application of any street railway 1891, 360, §§ 1, company, authorized by a vote of two thirds of the stockholders present and voting at a meeting called for the purpose, the board of railroad commissioners may, after public notice and a hearing, authorize such company to change its name. 1895, 104. 1898, 474, § 9. 1899, 164; 442, $9. certificate of, to be filed of the commonwealth. 1801, 360, §§ 3, 6. SECTION 123. A certified copy of such authorization and a with secretary certificate of the vote of the corporation, signed and sworn to by the president, treasurer and a majority of the directors, shall be filed in the office of the secretary of the commonwealth. R. L. 109, § 10. The board of railroad commissioners shall require public notice to be given of the change so authorized; and upon receipt of proof thereof the secretary of the commonwealth may grant a certificate of the name which the company shall bear, which, subject to the restrictions of section four, shall thereafter be its legal name. liabilities R. L. 109, 11. SECTION 124. A street railway company shall have the same Rights and rights, powers and privileges, and be subject to the same duties, under new obligations and liabilities, under its new name as before its 1891, 360, § 4. name was changed, and may sue and be sued by its new name; but any action brought against it by its former name shall not be defeated on that account, and, on motion of either party, the new name may be substituted therefor. TAXATION. [For law as to taxation of corporate franchises, see 1909, 490, Part III, §§ 39-43, pages 145–148]. A. Corporate Franchise Tax. returns to tax 1864, 208, 1880, 117, 2. 1885, 238, § 1. 1888, 413, § 24. $2. 12 Allen, 75. 139 561. 157 Mass. 70. Op. A. G. 278.1 187 Mass. 352. Amended by 207 Mass. 522. 1909, 439; 440, SECTION 125. Every street railway company organized under Annual general or special laws of the commonwealth, in addition to all commissioner. returns required by its charter, shall annually, between the first 2,3. and tenth days of [May,] April, return to the tax commissioner, 1865, 283, § 3. under the oath of its treasurer, the amount of the capital stock P. S. 13, $ 38. of the company, its place of business and the par value and 1886, 270. market value of the shares made up as of said first day of 1898, 417; 578, [May.] April. It shall also contain a statement in detail of the R. L. 14, § 37. works, structures, real estate and machinery owned by said 98 Mass. 25. company and subject to local taxation within the common- 144 Mass. 593. wealth, and of the location and value thereof. A street railway 146 Mass. 408. company, whether chartered or organized in this commonwealth or elsewhere, shall also state in its return the whole length of its line, and so much of the length of its line as is without the commonwealth; also the length of track operated by it in each 2; 602, 3. city and town on the thirtieth day of [September] June pre-1908, 220, 615. ceding the return, to be determined by measuring as single track the total length of all tracks operated by it including sidings and turn-outs whether owned or leased by it or over which it has trackage rights only; and the amount of dividends paid on its capital stock during the year ending on such preceding thirtieth day of [September] June and during each year, ending on the thirtieth day of September prior to September thirtieth, nineteen hundred and ten, and during each year ending on the thirtieth day of June beginning with the year ending on the thirtieth day of June, nineteen hundred and eleven, from the organization of the company, and the amount of such dividends paid during the nine months ending on the thirtieth day of June, nineteen hundred and ten. Acts of 1909, Chapter 440. An Act to change the Date for the Assessment of Taxes, and the Listing and Registration of Voters. SECTION 1. The first day of April instead of the first day of May shall hereafter be the date for the assessment of taxes. SECTION 8. All acts and parts of acts inconsistent herewith are hereby repealed. See 1907, 395; |