Certificate, map and board of be railroad com missioners. 1872, 53, § 9. R. L. 111, 45. damage caused to it by the construction and use of such tracks and by the negligence or default of the agents or workmen of such corporation on such way. SECTION 23. When the amount of capital stock named in the deposited with agreement of association has been subscribed in good faith by responsible persons, and ten per cent of the par value of each share has been actually paid in cash to the treasurer, the direc1874, 372, 28. tors, clerk and treasurer shall annex to the agreement of associaP. S. 112.43. tion their certificate setting forth these facts, and that it is intended in good faith to locate, construct, maintain and operate the railroad upon the route fixed, shall also annex to said agreement the certificate of publication specified in section sixteen, and the several certificates fixing the route, shall present the same for inspection to the board of railroad commissioners, and shall at the same time deposit in the office of said board the report of the engineer and the map. Certificate of 1872, 53, § 10. 1881, 161. SECTION 24. When it is shown to the satisfaction of the board of railroad commissioners that the requirements of this incorporation. chapter preliminary to the incorporation of a railroad corpora1874, 372, 29. tion have been complied with, and that an amount sufficient in P. S. 112. § 44. its judgment to pay all damages immediate or consequential R. L. 111, 46. which may be occasioned by laying out, making and maintaining the railroad, or by taking any land or materials therefor, has in good faith been paid in cash to the treasurer, and when said board is satisfied by a bond, or such other assurance of good faith as it may consider necessary and require, that said amount will remain in the hands of said treasurer until it is drawn out for the lawful expenditures of the corporation, the clerk of said board, upon its order, shall annex to the agreement of association a certificate stating that such requirements have been complied with. The directors shall thereupon file the agreement of association, with all the certificates annexed thereto, in the office of the secretary of the commonwealth; who, upon the payment to him of a fee of fifty dollars, shall receive and preserve the same in form convenient for reference and open to public inspection, and shall thereupon issue a certificate of incorporation substantially in the following form: Form of certificate. COMMONWEALTH OF MASSACHUSETTS. Be it known that whereas [names of the subscribers to the agreement of association] have associated themselves with the intention of forming a corporation under the name of the [name of the corporation], for the purpose of locating, constructing, maintaining and operating a railroad [description of the railroad as in the agreement of association], and have complied with the statutes of this commonwealth in such cases made and provided: Now, therefore, I secretary of the commonwealth of Massachusetts, do hereby certify that the persons aforesaid, their associates and successors, are legally established as a corporation under the name of the [name of the corporation], with all the powers and privileges, and subject to all the duties, liabilities and restrictions, set forth in all general laws which now are or hereafter may be in force relating to railroad corporations. In witness whereof, I have hereunto subscribed my official signature, and affixed the Great Seal of said commonwealth, this day The secretary of the commonwealth shall sign the certificate Certificate to of incorporation, and cause the Great Seal of the commonwealth be recorded. 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. reduction of P. S. 112, 45. R. L. 111,848. gauge regu SECTION 25. If the capital stock fixed in the agreement of Increase and association is found to be insufficient for the construction and capital stock. 1872, 53, § 15. equipment of the railroad, the corporation at a meeting called 1873, 121, 1. for the purpose may, subject to the provisions of section sixtyfive, increase the same, from time to time, to the amount necessary for those purposes. It may, at a meeting called for the purpose, reduce the amount of the capital stock, but not below the limit prescribed in section fourteen. It may, also, in like Change of manner, change the gauge to the other authorized gauge; but a fated. corporation organized to construct its railroad on a gauge of 1879, 156. three feet shall not change such gauge to four feet eight and one half inches without complying with all provisions of law relative to the capital stock of railroads of the broad gauge; and the fact that such provisions have been complied with shall be shown to the satisfaction of the board of railroad commissioners, and indorsed by its clerk upon the certificate of such change of gauge before it is filed in the office of the secretary of the commonwealth. A certificate of the increase or reduction of capital or change of gauge shall, within thirty days thereafter, be filed in the office of the secretary of the commonwealth. void. R. L. 111, § 47. SECTION 26. The agreement of association, and all proceed- Proceedings ings thereunder, including the fixing of the route, shall be void, 1882, 265, § 2unless the certificate of incorporation is issued within one year after the time the route is fixed as provided in section twenty or twenty-one. for construc road. SECTION 27. If a corporation does not begin the construc- Limit of time tion of its railroad and expend thereon at least ten per cent of tion of railthe amount of its original capital stock within two years after 1872, 53, § 16. the date of its certificate of incorporation, and does not com- R. L. 111, 48. plete and open its railroad for use within four years after said date, its corporate powers and existence shall cease. P. S. 112, § 45. of narrow SECTION 28. A corporation which has a railroad of the gauge Capital stock of three feet shall not begin running its trains, until its paid-up gauge railcapital stock is equal to one half of its cost, including ment. ORGANIZATION. equip roads. 1874, 298. P. S. 112, § 45. of incorpora SECTION 29. Upon the issue of such certificate of incorpora- First meeting tion, the first meeting of the incorporators shall be called by a tors. notice signed by a majority of the directors; and such notice R. L. 109, §§ 13, 14. R. L. 111, § 48. See 1903, 437, § 9. R. L. 110. § 17. shall state the time, place and purposes of the meeting. A copy of such notice shall, seven days at least before the day appointed for the meeting, be given to each incorporator or left at his residence or usual place of business, or deposited in the 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 corporation. 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. SECTION 30. At such first meeting, or at any adjournment thereof, the incorporators shall organize by the adoption of by10. laws, and by the election, by ballot, of not less than five directors. The clerk appointed by the directors under section fifteen shall make and attest a record of the proceedings until the clerk has been chosen and sworn, including a record of such choice and qualification. Organization. G. S 61, § 5. 1870, 224, R. L. 110, 19. See 1903, 437, P. S. 106, 20. § 10. Officers. R. L. 110, 22. See 1903, 437, OFFICERS. SECTION 31. The business of every corporation shall be manR. L. 111, 58. aged and conducted by a president, a board of not less than five directors, a clerk, a treasurer and such other officers and such agents as the corporation by its by-laws shall authorize. § 17. Election of officers. R. L. 110, SECTION 32. The directors shall be elected annually by the stockholders by ballot, and the president shall be elected annuR. L. 111, § 58. ally by and from the board of directors, and the treasurer and §§ 22, 24. See 1903, 437, $18. Changes in officers, notice, etc. Amended by 1908, 180. Clerk to be resident of Commonwealth. Penalty. 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 bylaws may prescribe. The clerk, who shall be a resident of this commonwealth, shall be sworn, and shall record all votes of the corporation in a book to be kept for that purpose. The officers of a corporation 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. Acts of 1907, Chapter 282. An Act relative to Changes in Officers of Domestic Corporations. SECTION 1. Whenever any change is made in the officers of a domestic corporation the corporation shall forthwith file in the office of the commissioner of corporations a certificate of such change, signed and sworn to by the president, clerk and a majority of its directors. SECTION 2. Any such corporation which omits to make and file a certificate as aforesaid within thirty days after such a change has been made, or which fails to keep a clerk of the corporation in this Commonwealth, shall forfeit not more than five hundred dollars, to be recovered in the manner prescribed by section fifty of chapter four hundred and thirty-seven of the acts of the year nineteen hundred and three. SECTION 3. Every officer of such corporation who fails to perform Penalty for any duty imposed upon him by this act shall be liable to a fine of not failure, etc. more than five hundred dollars. [Approved April 6, 1907. MEETINGS. stockholders. See 1903, 437. meeting. SECTION 33. There shall be an annual meeting of the stock- Meetings of holders, and the time and place of holding it, and the manner R. L. 111, § 55. of conducting it, shall be fixed by the by-laws. All meetings of $20. stockholders shall, unless the by-laws otherwise provide, be held in the commonwealth; and shall be called, and notice thereof Notice of given, in the manner provided in the by-laws of the corporation; 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 corporation. Unless the by-laws otherwise provide, a majority Quorum, etc. 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. may be called by justice of the peace in 1833, 49. cases. R. S. 44, § 4. SECTION 34. If, by reason of the death or absence of the offi- Meetings cers of a corporation or other cause, there is no person author- under warrant ized to call or preside at a legal meeting, or if the clerk or other officer refuses or neglects to call it, a justice of the peace may, upon written application of three or more of the stockholders, issue a warrant to any one of them, directing him to 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 corporation is present who is legally authorized to preside. P. S. 105, § 11. R. L. 109, § 15. § 21. meetings. SECTION 35. A special meeting of the stockholders shall be Special called, and a written or printed notice thereof, stating the time, R. L. 111, § 56. place and purpose of the meeting, given, by the clerk upon See 1903, 437, written application of three or more stockholders who are entitled to vote, and who hold at least one tenth part in interest of the capital stock. SECTION 36. A corporation shall not, directly or indirectly, Voting right vote upon any share of its own stock. of corporation upon its own stock. holders; shall - of stockStock- proxies. R. L. 110, § 25. SECTION 37. Stockholders who are entitled to vote have one vote for each share of stock owned by them. holders may vote either in person or by proxy. No proxy R. L. 111, 57. which is dated more than six months before the meeting named See 1903, 437, therein shall be accepted, and no such proxy shall be valid after the final adjournment of such meeting. § 24. Meetings of directors. $25. SECTION 38. Executors, administrators, conservators, guardians, trustees or persons in any other representative or fiduciary capacity may vote as stockholders upon stock held in such capacity. See 1903, 437, § 29. P. S. 105, 13. 9 Cush. 192. R. L. 109, § 17. SECTION 39. Meetings of the board of directors may be held See 1903, 437, 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 certificates. R. L. 111, 59. § 26. Transfer of stock. R. S. 39, § 52. G. S. 63, 11. 1874, 372, § 44. 1881, 302. P. S. 112, § 56. R. L. 109, 37. 1903, 423,437 $28. 12 Gray, 213, 227. CAPITAL STOCK. SECTION 40. Each stockholder shall be entitled to a certifiR. L. 110, § 27. cate, which shall be signed by the president and by the treasurer of the corporation, 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 corporation. SECTION 41. The delivery of a certificate of stock by the 1833, 187, §8. person named as the stockholder in such certificate or by a person entrusted by him with its possession for any purpose to 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 corporation 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 corporation, 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 corporation, 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. 3 Allen, 342. 159 Mass. 64. 1910, 171. Stock books, and corporate See 1903, 437, SECTION 42. The certificate of incorporation, and an attested copy of the agreement of association, and of the by-laws, with a reference on the margin of the copy of the by-laws to all amendments thereof, and a true record of all meetings of stockholders, shall be kept by the corporation at its principal office for the inspection of its stockholders. The stock and transfer books of such corporation, which shall contain a complete list of all stockholders, their residences and the amount of stock held by each, shall be kept at an office of the corporation for the inspection of its stockholders. Said stock and transfer books and said attested copies and records shall be competent evidence in any court of this commonwealth. If any officer or agent of a corporation having charge of such copies, books or records re |