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SECT. 24. Companies subsequently established shall make, publish, Publications, and deposit, all the certificates and returns required of corporations or- Sertain quired rat ganized under chapter sixty-one in the manner and under similar liabil- tions. ities to those therein specified.
1857, 276, $$ 1,2. SECT. 25. If the directors of any company mentioned in section one Dividends made declare and pay any dividend when the company is insolvent, or the tion insolvent; payment of which would render it insolvent, they shall be jointly and directors liable. severally liable for all the debts of the company then existing and for
§ all thereafter contracted so long as they respectively continue in office: provided, that the amount for which they shall all be so liable shall not exceed the amount of such dividend, and if any of the directors are absent at the time of making the dividend, or object thereto and file their objection in writing with the clerk of the company, they shall be exempted from such liability.
Sect. 26. No loan of money shall be made by such company to Officer consentany stockholder therein; and if any such loan is made to a stockhold- ing to loan to er, the officers who make it or assent thereto shall be jointly and liable. severally liable to the extent of such loan and interest for all the R. S. 38, $ 24. debts of the company contracted before the repayment of the sum so loaned.
Sect. 27. The whole amount of the debts which any such company Debts of corpoat any time owes, shall not exceed the amount of its capital stock ration not toler actually paid in; and in case of any excess, the directors under whose ity of directors, administration it occurs shall be jointly and severally liable to the ex- k. S. 38, $ 25. tent of such excess for all the debts of the company then existing and for all that are contracted so long as they respectively continue in office, and until the debts are reduced to the amount of the capital stock: provided, that any of the directors who are absent at the time of contracting any debt contrary to the foregoing provisions, or who object thereto, may exempt themselves from liability by forthwith giving notice of the fact to the stockholders at a meeting which they may call for that purpose.
SECT. 28. All manufacturing companies incorporated before the Rights of comtwenty-third day of February in the year one thousand eight hundred pateia bercorpoand thirty, which prior to the passage of the Revised Statutes in pursu- Feb. 23, 1830, ance of chapter fifty-three, of the statutes of the year one thousand K. s. 38, § 27. eight hundred and twenty-nine, have voted to adopt the provisions con- See § 36. tained in said last mentioned statute, and which have performed all things prescribed in chapter thirty-eight of the Revised Statutes, shall together with their respective members and officers be entitled to all the rights, privileges, and immunities, and be subject to all the liabilities, to which they may be entitled or subject by the laws in force at the time when this chapter shall take effect.
Sect. 29. If any such company at a legal meeting called for the purpose has adopted the provisions of chapter thirty-eight of the Re- rations madapte
. vised Statutes, or shall adopt the provisions contained in this chapter, of this chapter. and shall have caused to be recorded in the registry of deeds in the See $ 30. county or district where such corporation is established, a certificate signed by the president, treasurer, clerk, and a majority of the directors, stating the amount of capital actually paid in, and if any part thereof has been divided or withdrawn, the amount so divided and withdrawn; stating also the amount of the debts and credits, and an estimate of the value of the real and persopal estate of said corporation for the purpose of carrying on the business thereof, at the time of making such certificate; and if such officers have made oath that they have carefully examined the records and accounts of said corporation, and faithfully estimated the value of the property and funds thereof, and that said certificate by them signed is true according to their best knowledge and belief; then no stockholder in such company shall be liable for any
if such corpo
officers so lia-
be taken, &c.
16 Mass. 389.
8 Cush. 93.
debts of the company contracted after the recording of such certificate,
except for the causes and in the manner herein before provided. If false certifi- Sect. 30. If any certificate made, or any public notice given, by the knowingly, of officers of a company in pursuance of the provisions of this chapter, is
material representation, all the officers who signed the same knowing it to be false shall be jointly and severally liable for all the debts of the company contracted while they were stockholders or otti
cers thereof. Suits against Sect. 31. When any of the officers of a company are liable by the
provisions of this chapter to pay the debts of the company, or any part R. S. 38, § 29. thereof, any person to whom they are so liable may have an action of 1852, 312.
tort against any one or more of said officers; and the declaration in such action shall state the claim against the company and the ground on which the plaintiff expects to charge the defendants personally; and such action may be brought notwithstanding the pendency of an action against the company for the recovery of the same claim or demand; and both of the actions may be prosecuted until the plaintiff obtains the payment of his debt and the costs of both actions.
SECT. 32. When the stockholders of such a company are liable by
the provisions of this chapter to pay the debts of such company, or any sons, &c., may
part thereof, their persons and property may be taken therefor on a
writ of attachment or on execution issued against the company for such 1852, 24, § 1. debt, in the same manner as on writs and executions issued against them 17 Mass. C1, 330. for their individual debts; but the person or property of a stockholder 13 M46:. 343.120. shall not be taken upon such execution issued in any action instituted
subsequent to the twenty-fourth day of June one thousand eight hun4 Gray, 75.
dred and fifty-one, unless a summons in the action was left with such 13 Gray, 182.
stockholder, Party sum
SECT. 33. Any stockholder with whom such summons has been left
shall be admitted to defend in such action, and if it appears that he is Separate judg- not liable therein, judgment shall be entered for him upon the issue Supersedeas.
joined, and for his costs; and judgment may be entered in the same 1851, 315, $ 2. action against the corporation for damages and costs as upon a default. 4 Gray, 75, 274.
An execution that may issue upon such judgment against such corporation shall have annexed thereto a supersedeas as to such stockholder.
SECT. 34. Upon an execution issued on a judgment recovered against batisfied In such a corporation the stockholders whereof are liable for its debts or any
part thereof, in which a demand has been made and the execution is 1851, 315, $ 3. not satisfied, the person or property of any officer of the corporation at
the time when the cause of action accrued, or when the judgment was 4 Gray, 274.
rendered, may be taken, and if no property of such officer can be founi to satisfy the execution, then the person or property of any stockholder may be taken thereon. The provisions of this and the preceding section shall not apply to executions issued in any action which was pending on the twenty-fourth day of June one thousand eight hundred and
fifty-one. Remedy of offi- SECT. 35. An officer or stockholder of a company who voluntarily or
by compulsion pays a debt of the company for which he is made liable debts.
by the provisions of this chapter, may recover the amount so paid in an R. S. 38, $$ 32,
action of contract against the company for money paid for its use, in 4 Gray, 75.
which action the property of the company only shall be liable to be taken, and not the property of any stockholder.
SECT. 36. The charters of corporations established subject to the revocable by legislature.
provisions of chapter thirty-eight of the Revised Statutes or of this R. S. 38, $ 36. chapter, and of the corporations mentioned in sections twenty-eight and
twenty-nine, may be revoked by the legislature for any cause which they deem suflicient.
SECT. 37. Any corporation organized for the manufacture of cotton ries, &c., may
or woollen goods may, upon the consent of four-fifths of the stockholders
cers, &c., who
by a vote at a meeting called for the purpose, carry on the manufacture manufacture of silk, linen, flax, or India rubber, goods.
SECT. 38. The provisions contained in this chapter may be amended Provisions may or repealed at the pleasure of the legislature.
R. S. 38, § 37.
OF CORPORATIONS ORGANIZED UNDER GENERAL STATUTES.
COMPANIES FOR CUTTING AND SELLING ICE, SECTION
OR FOR YECHANICAL, MINING, QUARRYING, 10. Certificates of stock, assets, liabilities, &c.,
to be made, sworn to, and filed. SECTIOX
11. Liability of officers neglecting, &c., to com1. Three or more persons may become a cor- ply. poration.
12. how may be limited. 2. Purpose and location shall be specified, &c. 13. Secretary to publish abstract, &c. 3. First meeting, how called.
14. Cotton and woollen manufacturers. 4. May confirm, &c., former organization, &c. 5. Organization, powers, &c., of.
GAS-LIGHT COMPANIES. 6. Capital stock, amount, increase, and reduc- 15. Ten or more persons may become a corpotion of
ration for manufacturing, &c., gas. Excep7. May hold real and personal estate and do tion. business out of state.
16. Corporation may dig up streets, &c. & Certificate of name, stock, &c., of corpora- 17. Under control of selectmen, &c.
tion to be made, sworn to, published, &c., 18. Other companies may hold stock. before commencing business.
19. Legislature may amend, &c. 9. upon increasc, &c., of stock.
COUPANIES FOR CUTTING AND SELLING ICE, OR FOR MECHANICAL, MINING,
QUARRYING, AND MANUFACTURING PURPOSES. Section 1. Three or more persons who shall have associated them- Three or more selves together by articles of agreement in writing for the purpose of personas corpopacutting, storing, and selling ice, or of carrying on any mechanical, tion.
1851, $$ 1, 6. mining, quarrying, or manufacturing business, except that of distilling or 1852; 9, $$ 1, 2. manufacturing intoxicating liquors, and shall have complied with the provisions of this chapter, shall be and remain a corporation under any name indicating their corporate character assumed in their articles of association, and which is not previously in use by any other corporation or company
Sect. 2. The purpose for and the place within which such corpora- Purpose and lotion is established shall be distinctly and definitely specified in the cptioneshall be articles of association; and such corporation shall not direct its opera- 1851, 133, $ 3.
See § 11. tions or appropriate its funds to any other purpose.
Sect. 3. The first meeting of such corporations hereafter organized First meeting, shall be called by a notice signed by one or more of the persons
named how. called in such agreement, stating the time, place, and purposes, of the meeting, a copy of which shall seven days at least before the meeting be given to each member or published in some newspaper printed in the county where the corporation is to be located.
SECT. 4. If doubts arise whether any such corporation is legally May confirm, organized, the stockholders, at a special meeting called for the purpose ganization, &c. under their by-laws or under the preceding section, may by vote con- 1s55, 478, § 3. firm such organization and all proceedings under it; and by so doing, and depositing one copy of such vote with the clerk of the city or town where the corporation is located, and one with the secretary of the commonwealth, such corporation and the subsequent acts of the company shall be held legal and valid as if the original organization had been legal.
amount, increase, and reduction of.
1855, 478, $5.
erty, &c., out of state.
&c., before com
1855, 68, 82.
Organization, SECT. 5. Every corporation so organized and its officers and stock1851, 133, $$ 4, 5.
holders shall have all the powers and privileges and be subject to all the 1857, 270, $ 2. duties, restrictions, and liabilities, set forth in chapter sixty so far as
they are applicable, except section twenty-three of said chapter; and the president, directors, and treasurer, shall be chosen according to the
provisions of that chapter. Capital stock, SECT. 6. The amount of capital stock of such corporation shall be
fixed and limited in its articles of association. The corporation may
increase or diminish its amount and the number of shares at any meet, , $$ 2, 16; '1855; 63, 31; ing of the stockholders specially called for the purpose, but the capital See $ 9.
shall never be less than five thousand nor more than five hundred thousand dollars, and no share shall be issued for less than its par
value. May hold prop- SECT. 7. Such corporation may in its corporate name take, hold, and
convey, such real and personal estate as is necessary for the purposes of 1851, 133, $7.
its organization; may carry on its business, or so much thereof as is 1855, 478, § 1. 1857, 24.
convenient, beyond the limits of the state, and may there purchase and hold
any real or personal estate necessary for conducting the same.
SECT. 8. Before such corporation commences business, the president, be published,
treasurer, and a majority of the directors, shall sign, swear to, publish mencing busi
three times in some newspaper printed in the town or county wherein 1851, 133, $ 4. such corporation is situated, and deposit with the secretary of the com
monwealth, a certificate setting forth the corporate name and purpose 1857, 270, $ 1. See $$ 11, 12. of the association, the amount of the capital stock, the amount actually
paid in, and the par value of the shares in the corporation ; and shall file a copy thereof with the clerk of the city or town wherein the corporation is situated, to be by him recorded in a book kept for the purpose. Within thirty days after the payment of any instalment called for by the directors, a certificate thereof shall be in like manner signed, sworn
to, deposited, filed, and recorded. upon increase, SECT. 9. When the capital stock and shares of any such corporation 1851, 133, $ 8.
are increased or reduced under the provisions of section six, a certificate 185.), 478, $ 5. thereof shall be made, signed, sworn to, deposited, and recorded in See $$ 11, 12
Sect. 10. Every such corporation shall file the certificates required
of corporations by sections eighteen and nineteen of chapter sixty, and be made, sworn the directors shall annually in December make, and the president, treas1851, 133, $$ 9, urer, and a majority of the directors, shall sign, swear to, and deposit
with the clerk of the city or town in which such corporation is estab1851, 438, $ 1. 1855, 68, 83. lished or located, a certificate stating the amount of capital stock paid
in, the name of and number of shares held by each stockholder, the amount invested in real estate and in personal estate, the amounts of property owned and debts due to the corporation on the first day of the month next preceding the date of such certificate; and the amount as nearly as can be ascertained of existing demands against the corporation
at the date of the certificate. Liability of offi- SECT. 11. If the officers of any such corporation violate the procers neglectingvisions of section two, or neglect or refuse to perform the duties reR. S. 38, § 19. quired by sections eight, nine, and ten, they shall be jointly and severally 1851 , 433, liable for all debts of the corporation contracted during the continuance
of such violation, refusal, or neglect. how may be Sect. 12. When the officers of such corporation have failed to per1857, 478, 8 4.
form the duties prescribed in sections eight, nine, and ten, the certiticates therein mentioned may be made, published, and filed, at any time after such failure; and such officers shall not be personally liable for the debts of the corporation contracted after the requisitions of said sec
tions have been complied with. Secretary to SECT. 13. The secretary of the commonwealth shall annually prepare, publish abstract, &c cause to be printed, and on the first Wednesday of January submit
&c., of stock.
Certificates of stock, assets, li. abilities, &c., to
See $$ 11, 12
woollen manulike cor
to the legislature, a true abstract from the certificates required by this 1861, 133, $ 14. chapter to be deposited with him.
Sect. 14. Corporations organized for the purpose of manufacturing Cotton and cotton or woollen goods shall have the powers conferred upon porations organized under special charters by section thirty-seven of 1862, 196. chapter sixty.
GAS-LIGHT COMPANIES. SECT. 15. For the purpose of making and selling gas for light in a Ten or more city or town, ten or more persons may organize as a corporation under persons may and shall be subject to the provisions of this chapter; but in a city or poration for town in which a gas company exists in active operation no such cor- &c., gas, poration shall be organized unless the parties to the association are Exception. inhabitants of the place; nor unless the existing corporation has realized 1857, 270; } 1. an annual yearly dividend of seven per cent. on its capital stock for a period of five years.
SECT. 16. Such corporations may, with the consent in writing of the Corporation mayor and aldermen or selectmen, dig up and open the grounds in any streets, &c. of the streets, lanes, and highways, of such place, so far as is necessary 1855, 116, $ 2. to accomplish the object of the corporation; but such consent shall not affect the right or remedy to recover damages for any injury which shall be caused to persons or property by the doings of such corporations. They shall put all such streets, lanes, and highways, which are opened, into as good repair as they were in when opened; and upon failure so to do within a reasonable time shall be deemed guilty of a nuisance.
Sect. 17. The mayor and aldermen or selectmen of a place in which Under control pipes or conductors of such a corporation are sunk, may regulate, &c. restrict, and control, all acts and doings of such corporation which may 1855, 146, $ 3. in any manner affect the health, safety, convenience, or property, of the inhabitants of such place.
SECT. 18. Any manufacturing, machine, or other company, having Other compaits place of business in any place into which it is proposed to introduce Bies may hold the manufacture of gas for light, may hold not exceeding ten per cent. 1855, 146, $ 4. of the stock in such gas-light company.
SECT. 19. The legislature may amend or repeal this chapter so as to Legislature affect existing corporations, and may by special acts annul or dissolve may, amend, & any such corporation.
OF TURNPIKE, CANAL, AND BRIDGE CORPORATIONS.
1. Turnpikes. Shares personal estate.
of toll, &c.
account of weight, &c. 10. for locking wheels without shoe. 11. for opening roads to avoid gates.
ceedings if town refuses to pay. 16. When made highway, rights of corporation
to cease. Land to revest. 17. Corporation to exhibit accounts to gov
ernor, &c. 18. If out of repair, gates may be opened. 19. May be dissolved.