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Forms for returns.
bank. 15. Cash in hands of agents. 16. Amount of losses paid in each class the last year. 17. Amount assessed on notes in each class the past year. 18. Amount assessed beyond the amount of notes in each class. 19. Amount of liabilities of the assured to further assessments in addition to the amount already assessed in each class. 20. Amount of assessments past due and not paid in each class. 21. Amount of policies terminated in each class the past year. 22. Amount of policies issued in each class the last year. 23. Amount of cash received for such policies in each class the last year. 24. Amount of premiums received in notes for the same in each class the last year. 25. Amount of losses ascertained and unpaid in each class. 26. Amount of losses claimed, other than those ascertained and unpaid. 27. Amount of cash dividends paid to policy holders in each class the last year. 28. Amount of assessments beyond the notes received in each class the last year. 29. Amount owed for money borrowed, and on what securities. 30. Highest rate of interest paid. 31. Highest rate of interest received. 32. Amount received for interest. 33. Amount insured on real estate. 34. Amount insured on personal property. 35. Amount of delinquent notes not charged to profit and loss account. 36. Amount paid for expenses, taxes, and commissions, the last year. 37. What proportion of the property insured is in Massachusetts. 38. What proportion of the losses occurred on property situated in Massachusetts.
D. Form of Return for Life Insurance Companies. 1. Name of the company. 2. When chartered. 3. For what period. 4. Where located. 5. State in full the assets of the company. 6. Number of shares owned in each bank; state par value and market value, per share. 7. Number of shares owned in each railroad, stating the corporate name of each, and amount invested in each, at cost, on books; state par value and market value, per share. 8. Amount owned in railroad bonds ; state par value and market value, per share. 9. Amount invested in real estate, at cost, on the hooks of the company. 10. Amount loaned on mortgages of real estate. 11. Amount loaned on notes secured by collaterals of personal property. 12. Amount loaned on notes without collaterals. 13. State in full all other investments. 14. Amount due to the company which is overdue and in arrears; are any such included in the above statements of assets and investments, and if so, to what amount ? what part, if any, is due on account of risks actually terminated by the company? 16. Number, date, and amount, of each outstanding policy not heretofore returned, and age of the insured. 16. Number, date, and amount, of each policy which has within the year ceased to be in force, how terminated, what has been paid to the legal holder of the policy, and age of the insured. 17. Amount of losses ascertained and unpaid. 18. Amount of losses claimed against the company, whether acknowledged as due or not by the company. 19. Amount due from the company on its declared, promised, or acknowledged indebtedness or other claims, including dividends, bonuses on distribution of surplus, or as profits. 20. Amount received for premiums the past year. 21. Amount received for premiums in cash. 22. Amount received for premiums in promissory notes or securities. 23. Amount received for interest the past year. 24. Amount paid for interest the past year. 25. Amount of guarantee funds; and state particularly whether the same are in cash or subscription
26. How are dividends, distributions of surplus funds, bonuses or estimated profits paid, whether in cash, scrip, or otherwise on credit, and whether on demand, or if on credit, for what length of time, and whether payable at a specific time or indefinitely at the discretion of the company. 27. Amount paid for expenses, taxes and commissions, the past year.
OF LOAN AND FUND ASSOCIATIONS.
1. Associations incorporated, to continue
bership, &c. 5. Statement of condition to be published and
filed in secretary's office.
6. Member interested not to vote.
gislature ; violation, &c., to attorney-gen-
title of ;
to make loans
not to vote.
SECTION 1. Loan and fund associations heretofore incorporated may Associations inbe and remain bodies corporate with the powers and privileges, and sub- corporated, to ject to the duties and liabilities, set forth in this and chapter sixty-eight 1851, 451. so far as the same are applicable.
Sect. 2. Every such association shall have as part of its title the tords Loan and Fund Association,” shall have not less than three shares by-laws hundred shares, and shall file a copy of its by-laws in the office of the secretary, &c. secretary of the commonwealth. Copies of certificates filed under section 1859, 245, $ 1. two of chapter four hundred and fifty-four of the statutes of eighteen bundred and fifty-four, attested by the register of deeds or secretary of the commonwealth, shall be sufficient evidence.
Sect. 3. Such associations shall make loans in accordance with their by-laws, but only on real estate or such other securities as savings banks de real estate, may loan upon. They shall contract no debts other than those con- See Ch. 57, nected with the expenses of their business. In all loans, members who i3 Gray, 157, 168. can give satisfactory security shall be preferred.
Sect. 4. All payments of principal shall be deducted therefrom as Payments of often as once in two years, and the interest correspondingly reduced. principal. The charge for membership shall not exceed two dollars on a share. membership, No fine shall exceed ten per cent. on the amount for which default is made, nor five per cent. if paid within six months from the time of default.
Sect. 5. Each corporation shall annually in January publish in one Statement of or more newspapers in the county where it has its place of business, a published be statement verified by the oaths of its president and secretary setting 1854, 454, $ 3. forth its actual financial condition and the amount of its property and liabilities; and shall deposit a copy thereof so verified in the office of the secretary of the commonwealth.
SECT. 6. 'No member who has borrowed money shall vote on any Members, when question affecting a claim against himself.
1854, 454, 89. Sect. 7. Every borrower shall be entitled to have his bond and Bond, when mortgage or other evidence of indebtedness cancelled and discharged, 1854, 45$ 7. when he has repaid an amount equal to the principal sum borrowed with the monthly interest and his fines for defaults.
SECT. 8. When all the shares of the corporation have been redeemed Termination of by loans or advances thereon, or when its funds and property are suffi- 1861, 451, $7. cient to pay upon the unredeemed shares their value as fixed by the bylaws filed in the secretary's office, it shall cease to exist except to settle its affairs.
SECT. 9. The supreme judicial court shall have full jurisdiction in Equity jurisdioequity of all controversies arising between such corporation and its tion of. J. c.
, , $8. members.
SECT. 10. The insurance commissioners shall visit and examine every Insurance comsach corporation whenever requested in writing by five or more persons, missioners, dueach of whom is a stockholder or creditor, or pecuniarily interested in 1855, 236, , 2. said association, and also whenever they deem it necessary; at which 1858, 177, $f 1, 2. times they shall have free access to its books and papers, and shall thoroughly inspect and examine all its affairs, and make all inquiries necessary to ascertain its condition, its ability to fulfil all its engagements, and whether it has complied with all provisions of law applicable to its transactions. Upon such examinations the commissioners shall have the powers and perform the duties they have and perform in the examination of insurance companies.
SECT. 11. The commissioners shall annually on or before the first to report conWednesday of January submit to the legislature a report in print of ration to legiothe general conduct and condition of the several loan fund corporations, lature; viola with such suggessions as they deem expedient; and if in their opinion torney-general
. any such corporation has violated any law relative to such associations, 1855, 236, $ 2. they shall forthwith present the facts to the attorney-general, who may prosecute the association or its officers as the case may be for such Tiolation.
OF MANUFACTURING AND OTHER CORPORATIONS ORGANIZED UNDER
SECTION 1. Manufacturing corporations, powers of, &c. 23. Notice to be given annually of the state of 2. By-laws.
corporate affairs, or stockholders to be fia3. Officers.
ble. 4. choice of,
24. Publications, &c., required of certain cor6. Directors. President.
porations. 6. Clerk and treasurer.
25. Dividends made when corporation insol7. Stockholders' meetings. Votes, quorum, vent; each director consenting thereto, proxies, &c.
liable. 8. Capital, to remain as under existing laws, 26. Officer consenting to loan to stockholders, &c.
liable. 9. Stock of future companies to be in shares. 27. Debts of corporation not to exceed, &c., 10. Shares to be numbered, &c.
liability of directors, &c. 11. Capital stock may be increased.
28. Rights of companies incorporated before special and general. Rights, &c., of hold- Feb. 23, 1830, &c. ers of.
29. if such corporations adopt the provisions 13. Shares, how transferred.
of this chapter.
exceeding, &c. Notes of stockholders not ficers liable.
31. Suits against officers so liable.
taken on writs, &c. 17. Stockholders liable, &c.
33. Party summoned may defend. Separate 18. Certificate of capital to be filed and re- judgment. Supersedeas. corded.
34. How executions may be satisfied in such 19. Same provision as to increase of capital.
case. Proviso. 20. Officers individually liable for neglect. 35. Remedy of officers who pay company debts. 21. Mode of reducing capital stock; liability of 36. What charters revocable by legislature. directors.
37. Cotton factories, &c., may manufacture 22. If capital is withdrawn before payment of
silk, &c. debts, stockholders liable.
38. Provisions may be repealed ; saving rights.
SECTION 1. Corporations established within this state by special charters subsequently to the twenty-third day of February in the year one thousand eight hundred and thirty, for the purpose of carrying on any kind of manufacture, and corporations which have been chartered subject to the provisions of chapter thirty-eight of the Revised Statutes, and their respective officers and stockholders, may exercise the powers, and shall be governed by the provisions and be subject to the liabilities prescribed in this chapter.
Sect. 2. Every company may make by-laws not repugnant to the laws of the state, with penalties for the breach thereof not exceeding twenty dollars for each offence.
SECT. 3. The business of the company shall be managed and conducted by a president, a board of directors, a clerk, treasurer, and such other officers, agents, and factors, as the company authorizes for that purpose.
Sect. 4. The directors, clerk, and treasurer, shall be chosen annu6. S. 35, $$ 3, 4, ally by the stockholders, and shall hold their offices until others are 7 Gray, 1. chosen and qualified in their stead. The manner of such choice, and
the mode of the choice or appointment of all other agents, factors, and officers of the company, shall be prescribed by the by-laws.
SECT. 5. The number of the directors shall not be less than three. R. S. 38, $ 3.
One of them shall be chosen president by the directors or by the company, as the by-laws shall direct.
Sect. 6. The clerk shall be sworn, and shall record all the votes of the company in a book to be kept for that purpose, and perform such other duties as shall be assigned to him. The treasurer shall give bond in such sum and
with such sureties as shall be required by the by-laws for the faithful discharge of his duty.
Clerk and treas-
6 Pick. 23. 3 Met. 282.
Shares to be
, , $ 16 Mass. 94.
Sect. 7. At all meetings of the company absent stockholders may Stookholders' vote by proxy authorized in writing ; but no proxy shall be valið Wettinger unless executed and dated within six months previous to the meeting proxies, &c. at which it is used if the maker thereof resides in the United States; 18 Mass. 01. and no person shall as proxy or attorney cast more than fifty votes unless all the shares so represented by him are owned by one person ; and no officer of the corporation as proxy or attorney shall cast more than twenty votes. Every company may determine by its by-laws what number of stockholders shall attend, either in person or by proxy, or what number of shares or amount of interest shall be represented at any meeting, to constitute a quorum. If the quorum is not so determined, a majority in interest of the stockholders shall constitute a quorum.
SECT. 8. The capital stock of every company, the amount whereof Capital, to rehas been fixed and limited by such company according to law, shall bean as fixed, remain so fixed, subject to be increased or reduced pursuant to the R. S. 38, $ 8. provisions of this chapter.
SECT. 9. The amount of the capital stock of every company not Stock of future organized shall be fixed and limited by the company, and shall at its fou harees to be first meeting be divided into shares, of which a record shall be made R. S. 38, $ 9. by the clerk.
SECT. 10. The shares shall be numbered ; and every stockholder 6 Gray, 586. shall have a certificate under the seal of the corporation and signed by
numbered, &c. the treasurer, certifying his property in such shares as are expressed in R. S. 38, 10. the certificate.
Sect. 11. Every company may, at any meeting called for the pur- Capital stock pose, increase its capital stock and the number of shares therein : pro- crassed. vided, that the stock when so increased shall not exceed the amount R. S. 38, § 11. authorized by law. Sect. 12. Every company may, by a vote of three-fourths of the
special and general stockholders at a meeting duly called for the purpose, issue kights, &c., of two kinds of stock, namely, general stock and special stock. The holders of. special stock shall at no time exceed two-fifths of the actual capital of the corporation, and shall be subject to redemption at par after a fixed time to be expressed in the certificates. Holders of such special stock shall be entitled to receive, and the corporation shall be bound to pay thereon, a fixed half-yearly sum or dividend to be expressed in the certificates, not exceeding four per cent., and they shall in no event be liable for the debts of the corporation beyond their stock. Holders of such general stock shall be jointly and severally individually liable for all the debts of the corporation until such special stock shall be redeemed in full.
Sect. 13. Shares may be transferred by the proprietor, by an Sharos, how instrument in writing under his hand and recorded by the clerk of the K.5.35, $12. corporation in a book to be kept for that purpose. The purchaser 1846, 45. named in such instrument so recorded shall, on producing the same to the treasurer and delivering to him the former certificate, be entitled to a new certificate.
Sect. 14. Every company may from time to time, at a legal meet- Assessments, ing called for the purpose, assess upon each share such sums of money Notes of stockas the company thinks proper, not exceeding in the whole the amount holders not reat which each share was originally limited; and such sums assessed R. S. 38, Sk 13, shall be paid to the treasurer at such times and by such instalments as 24. the company directs. No note or obligation given by a stockholder, whether secured by pledge or otherwise, shall be considered as payment of any part of the capital stock.
Sect. 15. If the proprietor of any share neglects to pay a sum düly Shares may be assessed thereon for the space of thirty days after the time appointed sold to may asfor payment, the treasurer of the company may sell by public auction a R. S. 38, § i4.
14 Mass. 286.
Notice of sales,
11 Cush. 183.
12 Met. 3.
as to increase
sufficient number of his shares to pay all assessments then due from him, with necessary and incidental charges.
SECT. 16. The treasurer shall give notice of the time and place appointed for such sale, and of the sum due on each share, by advertising the same three weeks successively before the sale in some newspaper printed in the county where the manufactory is established, and if there is no such paper, then in some newspaper printed in an adjoining county; and a deed of the shares so sold, made by the treasurer and acknowledged before a justice of the peace and recorded as provided in section thirteen, shall transfer said shares to the purchaser,
who shall be entitled to a certificate therefor. Stockholders SECT. 17. The members of every company shall be jointly and liable, &c. R. S. 38, $ 16. severally liable for all debts and contracts made by the company,
until 6 Met. 118, 123. the whole amount of the capital stock fixed and limited by the com8 Cush. 93, 182. pany in manner aforesaid is paid in and a certificate thereof made and
recorded as prescribed in the following section.
SECT. 18. The president and directors, with the treasurer and clerk, capital to be
of such companies shall, after the payment of the last instalment of the R. S. 38, § 17. capital stock, make a certificate stating the amount of the capital so
fixed and paid in; which certificate shall be signed and sworn to by the president, treasurer, clerk, and a majority of the directors; and they shall cause the same to be recorded in the registry of deeds for the county or district wherein the works of the company are estab
lished. Same provision Sect. 19. If a company increases its capital stock as before pro
vided in this chapter, the officers mentioned in the preceding section, after the payment of the last instalment of such additional stock, shall make a certificate of the amount so added and paid in, sign and swear to the same, and cause it to be recorded in the manner therein pro
vided. Officers individ- SECT. 20. If any of said officers refuse or neglect to perform the ually liable for duties required of them in the two preceding sections, they shall be R. S. 38, § 19. jointly' and severally liable for all debts of the company contracted
after the expiration of thirty days from the payment of the last instal. ment and before such certificate is so recorded.
Sect. 21. Every company may, by a vote at any meeting called for cing capital stock; liability
the purpose, reduce its capital stock; in which case, a certified copy of
the vote shall be recorded in the registry of deeds for the county or R. S. 38, $ 20.
district wherein the works of the company are established ; and in default thereof, the directors of the company shall be jointly and sererally liable for all debts of the company contracted after thirty days
from such reduction and before the recording of such copy. If capital is SECT. 22. If any part of the capital stock of a company is withdrawn withdrawn beor and refunded to the stockholders before the payment of all the debts of debts, stock- the company contracted previously to the recording of the copy of a R. S. 38, $ 21. vote for that purpose in the registry of deeds as prescribed in the pre
ceding section, all the stockholders of the company shall be jointly and severally liable for the payment of such debts.
SECT. 23. Every such company incorporated prior to the twentyet the state of ninth day of June in the year eighteen hundred and fifty-seven shall corporate af
give notice annually in some newspaper printed in the county where the works of the company are established, and
there is no
paper, R. $. 38, $ 22.
then in some newspaper in an adjoining county, of the amount of all assessments voted by the company and actually paid in, and the amount of all existing debts, which notice shall be signed by the president and a majority of the directors; and if any such company fails so to do, all its stockholders shall be jointly and severally liable for all the debts of the company then existing, and for all contracted before such notice is given.
Mode of redu
Notice to be
fairs, or stock-
1857, 276, $ 2.