Proprietors R. S. 43, § 42. SECT. 46. When the greater part in interest of the proprietors of a common field, whether established by consent or by an order of court, think best to discontinue it, they may do so at any legal meeting warned for the purpose; but the discontinuance shall not take place until the expiration of six months after the vote for that purpose. Corporations, of. R. S. 44, § 1. CHAPTER 68. OF THE POWERS, DUTIES, AND LIABILITIES, OF CORPORATIONS. SECTION 1. Corporations, general powers of. 2. when to be organized. 3. first meeting of, under charters, how notified. 4. under general statutes. 5. In case of death, &c., of officers, justice may 6. Officers may be elected, &c. 7. By-laws. 8. May convey lands. 9. Shares not to be issued for less than par. 11. Executors, &c., may vote. 12. Records of transfers to be made and kept in 13. In transfers of stock as collateral security, 25. Franchise, &c., how attached on mesne process. 26. may be sold on execution, &c. 27. Mode of sale, &c. 28. Sale may be adjourned. 29. Who shall be deemed highest bidder. 30. Officer's return to transfer the right of toll, &c. 31. Purchaser to have the same remedies for damages as corporation. 32. Liabilities to continue. 33. Corporation may redeem franchise. 14. Record of transfer to be exhibited to cred- 34. Proceedings, where had. 15. Property of foreign corporations subject to 17. Remedy in equity against officers, &c., 18. Executor, &c., not liable as stockholder, &c. 20. Certain corporations to make returns of 35. Corporations may be dissolved upon petition, &c. 36. to continue three years after charter expires, to close concerns. 37. When corporations expire, &c., receivers to be appointed. 38. Equity jurisdiction of S. J. C. 39. Receivers to pay debts and distribute surplus. 40. Corporations now existing may act under charters, except, &c. 41. Certain charters to be subject to alteration or repeal. SECTION 1. All corporations where no other provision is specially general powers made may in their corporate name sue and be sued, appear, prosecute, and defend to final judgment and execution; have a common seal, which they may alter at pleasure; elect in such manner as they determine all necessary officers, fix their compensation and define their duties and obligations; and make by-laws and regulations, consistent with the laws of the state, for their own government, the due and orderly conducting of their affairs, and the management of their property. when to be organized. 1856, 264, § 1. first meeting R. S. 44, § 3. 16 Mass. 94. SECT. 2. Corporations created by charter, if no time is limited therein, shall be organized within two years from the passage of their respective acts of incorporation. SECT. 3. The first meeting of such corporations, unless otherwise of, how notified. provided in their acts of incorporation, shall be called by a notice signed by the person or a majority of the persons named therein, setting forth the time, place, and purposes, of the meeting; and such notice shall seven days at least before the meeting be delivered to each member, or published in some newspaper of the county where the corporation is established, or if there is no such paper, then in some newspaper of an See Ch. 118, adjoining county. The persons so named and their associate subscribers to stock prior to the date of their act, shall be authorized to hold the franchise or privileges granted until the corporation is organized. The notice of the first meeting of incorporated religious societies may be affixed to the door or some other conspicuous part of their meetinghouse. organized SECT. 4. The first meeting of any corporation organized under gen- First meeting eral statutes authorizing the formation of such corporation, may be called of corporations in the manner set forth in the articles of association, or if they make no under general provision, by a notice signed by a majority of the associates and published in the manner prescribed in the preceding section. statutes. justice may call &c., of officers, R. S. 44, § 4. Officers may be elected, &c. R. S. 44, § 5. SECT. 5. When by reason of the death, absence, or other legal im- In case of death, pediment, of the officers of a corporation, there is no person duly authorized to call or preside at a legal meeting, any justice of the peace meeting. in the county where the corporation is established may on a written application of three or more of the members issue a warrant to either of them, directing him to call a meeting by giving such notice as had been previously required by law; and the justice may in the same warrant direct such person to preside at the meeting until a clerk shall be duly chosen and qualified, if no officer is present legally authorized to preside. SECT. 6. A corporation when so assembled may elect officers to fill all vacancies, and act upon such other business as may by law be transacted at a regular meeting. SECT. 7. Corporations may by their by-laws, where no other pro- By-laws. vision is specially made, determine the manner of calling and conducting 3 Met. 321. their meetings; the number of members that shall constitute a quorum; the number of shares that shall entitle the members to one or more votes; the mode of voting by proxy; the mode of selling shares for the non-payment of assessments; and the tenure of office of the several officers. They may annex suitable penalties to such by-laws, not exceeding the sum of twenty dollars for one offence; but no by-law shall be made by a corporation repugnant to its charter, or the laws of the state. Every corporation may convey lands to which it has a SECT. 8. legal title. SECT. 9. Corporations having a capital stock divided into unless specially authorized, shall not issue any shares for a less to be actually paid in on each share than the par value of the first issued. R. S. 44, §2. May convey lands. Shares not to be issued for less shares, amount than par. shares 1858, 167. 1859, 104, §§ 1, 2. to keep, &c., list SECT. 10. The treasurer or cashier of every corporation shall keep Treasurer, &c., an accurate list of its stockholders with the number of shares owned by of stockholders, each, which shall at all times, upon written application by any stockholder, &c. be exhibited for his inspection. If such officer refuses so to exhibit 1858, 144, §§ 1, 2. such list, he shall forfeit fifty dollars for each offence. Penalty. may vote. SECT. 11. An executor, administrator, guardian, or trustee, shall rep- Executors, &c., resent the shares or stock in his hands at all meetings of the corpora- 1838, 98, § 2. tion, and may vote as a stockholder. 9 Cush. 192. transfers to be SECT. 12. All records of transfers of stock in companies incorporated Records of by the sole authority of this state, shall be made and kept within the made and kept state. The officer of every company whose duty it is to record such in the state. transfers shall at the time of his appointment be a resident within the state; and when he ceases to be a resident the office shall become vacant. 1847, 107. 9 Cush. 192. SECT. 13. In transfers of stock as collateral security, the debt or In transfers of duty which such transfer is intended to secure shall be substantially de- stock as security, debt to be scribed in the deed or instrument of transfer. A certificate of stock described, &c. 1838, 98, § 3. issued to a pledgee or holder of such collateral security shall express on the face of it that the same is so holden; and the name of the pledger shall be stated therein, who alone shall be responsible as a stockholder. Record of transSECT. 14. The treasurer, cashier, or other officer who has the lawful fer to be exhib upon request. ited to creditors custody of the records of transfers of shares, upon the written request of a creditor of the general owner of stock pledged or transferred, shall exhibit to him the record of such transfer; and in case of refusal and of loss to the creditor by reason thereof, the corporation shall be liable for the amount of the loss. 1838, 98, § 4. 9 Cush. 192. Property of foreign corpora tions subject to legal process. 1839, 158. 3 Met. 420, 564. Stockholders li able for debts due for labor within six months preced 1851, 133, § 15. 1855, 146, § 1. SECT. 15. Corporations created by any other state, having property in this state, shall be liable to be sued and their property shall be subject to attachment in like manner as residents of other states having property in this state are liable to be sued and their property to be attached. The service of the writ shall be made in the manner provided in chapters one hundred and twenty-three and one hundred and twenty-six, with such further service as the court to which the writ is returnable may order. SECT. 16. The stockholders of every corporation organized under an act of incorporation passed since the eleventh day of March in the year one thousand eight hundred and thirty-one, or which is hereafter ing demand, &c. organized under any special or general act, for manufacturing, mechanical, mining, or quarrying business, cutting and storing ice, or making of gas, shall be jointly and severally individually liable for all debts that may be due or owing to all the laborers, servants and apprentices, of the corporation for service performed by themselves, their wives, or minor children, as operatives for such corporation, within six months next preceding the demand made for such debt; and for the recovery thereof as well as to obtain contribution therefor in case of payment by any stockholder, the party entitled may have an action of contract against the party or parties liable to pay or contribute. Remedy in equity against offiliable, &c. oers, &c., when 3. S. 38, §§ 31, R. S. 44, § 22. 8 Cush. 93. Executor, &c., List of unclaim SECT. 17. When the officers, stockholders, or members, of a corporation, or any of them, are liable for any of its debts, or for their acts or omissions respecting its business, or when some of them are liable to contribute for money paid by others on account of such debts, acts, or omissions, the party entitled may, instead of any remedy otherwise provided, maintain a suit in equity in the supreme judicial court. SECT. 18. Persons holding stock in a corporation as executors, administrators, guardians, or trustees, shall not be personally subject to any liabilities as stockholders; but the estates and funds in their hands shall be liable in like manner and to the same extent as the testator, intestate, ward, or person interested in the trust fund, would be if they were respectively living and competent to act and held the stock in their own names. SECT. 19. Each corporation in this state shall once in every five &c., to be pub- years publish in some newspaper in the city of Boston, and also in some ed dividends, lished. 1837, 56. Certain corporations to make returns of stocks, &c., to assessors, and &c. newspaper, if there is any, in the county where the corporation is established, a list of all dividends and balances which have remained unclaimed for two years or more, with the names of the persons to whose credit the dividends or balances stand; which publication shall be continued in three successive papers. SECT. 20. Banks, insurance companies, corporations mentioned in chapters sixty and sixty-one, railroad, bridge, turnpike, canal, and aque duct corporations, shall register the names and residences of their stockregister names, holders, and all changes therein of which they are notified; shall issue no certificate to a purchaser until he informs the corporation of his actual place of residence, and shall annually between the first and tenth days of May return by mail or otherwise to the assessors of each city or town in the state in which any shareholder in the corporation resided on the first day of said month, the name of each shareholder so residing with the number of shares belonging to him on said day, and the par and cash market value of such shares; and shall also state the whole amount of the capital stock of the corporation, and the amount, at the value at which it was last assessed, of its real estate subject to assess 1843, 98, § 1. 1850, 308, § 1. 1851, 133, § 12. 1853, 33, 78. 1855, 466, § 1. 1856, 252, § 17. 1859, 227. ment on the first day of May, and of machinery as last assessed to it in the city or town where its place of business is situated. surance compa 1849, 110. SECT. 21. Banks and insurance companies shall at the same time and Banks and inin like manner make return to the assessors of each city and town in the nie to return state in which any borrower of money on collateral security resided on collaterals. the first day of May in that year, of the number of shares of corporate 1856, 252, § 17. stocks of all kinds then held by them as collateral security for the debt or liability of such person, giving the name of the person, the number of shares, the denomination of the stocks, and the par and cash market value thereof, if known. turn. lect, or false re1850, 308, § 2. 1856, 252, § 17. 1855, 466, § 1. &c. SECT. 22. If a corporation refuses or neglects to make the returns Penalty for negrequired by the two preceding sections or makes a false return, it shall forfeit for every offence a sum not less than fifty nor more than one thousand dollars, to the use of the city or town in which the shareholder resides, to be recovered in an action of tort. SECT. 23. If a shareholder fraudulently transfers a share in either of the corporations mentioned in section twenty, to avoid taxation, he shall forfeit to the use of the city or town in which he resides one-half of the par value of the shares thus transferred to be recovered in an action of tort; and if he wilfully misinforms the corporation respecting his name or place of residence, or having changed his residence to another city or town in this state, wilfully omits to give immediate notice thereof to the corporation, he shall forfeit a sum not exceeding one hundred dollars. for transfer to avoid taxation, 1843, 98, § 3. 1851, 133, § 12. 1859, 227. 1853, 78. SECT. 24. When damages have been assessed in favor of any person, Warrants of either by an order of county commissioners or by the verdict of a jury, corporations for distress against for an injury sustained in his property by the doings of any turnpike or damages, &c. other corporation (except railroads) authorized to receive toll, and the R. S. 44, § 20. damages remain unpaid for thirty days after the order or verdict, such person may have a warrant of distress against the corporation for the damages assessed, together with interest thereon and his reasonable costs. on mesne pro R. S. 44, § 11. 5 Cush. 509. SECT. 25. The franchise of a turnpike or other corporation author- Franchise, &c., ized to receive toll, and all the rights and privileges thereof, shall be how attached liable to attachment on mesne process; and when such attachment or cess. other service of mesne process is made on a corporation, the officer serving the same shall leave an attested copy of the process and his return thereon with the clerk, treasurer, or some one of the directors, of the corporation, fourteen days at least before the day of the sitting of the court to which the same is returnable. may be sold on execution, &c. SECT. 26. When a judgment is recovered against a turnpike or other corporation authorized to receive toll, its franchise, with all the rights and privileges thereof, so far as relates to the receiving of toll, R. S. 44, § 12. and also all other corporate property, real and personal, may be taken on execution or warrant of distress and sold by public auction. &c. SECT. 27. The officer having such execution or warrant of distress Mode of sale, shall, thirty days at least before the day of sale of any franchise or other R. S. 44, § 13. corporate personal property, give notice of the time and place of sale, by posting up a notification thereof in any city or town in which the clerk, treasurer, or any one of the directors, dwells, and also by causing an advertisement of the sale, expressing the name of the creditor, the amount of the execution, and the time and place of sale, to be inserted three weeks successively in some newspaper published in any county in which either of said officers of the corporation dwells, if any such there is; the last of which publications shall be at least four days before the day of sale. SECT. 28. The officer who levies an execution or warrant of distress may adjourn the sale for a time not exceeding seven days, and so from time to time until the sale is completed. Sale may be adjourned. R. S. 44, § 14. Who shall be SECT. 29. In the sale of such franchise, the person who satisfies the deemed highest execution or warrant of distress with all legal fees and expenses thereon, or who agrees to take such franchise for the shortest period of time, and to receive during that time all such toll as the corporation would by law be entitled to demand, shall be considered as the highest bidder. bidder. R. S. 44, § 15. Officer's return right of toll, &c. R. S. 44, § 16. SECT. 30. The officer's return on the execution or warrant of distress to transfer the shall transfer to the purchaser all the privileges and immunities which by law belonged to the corporation so far as relates to the right of demanding toll; and the officer shall immediately after the sale deliver to the purchaser possession of all the toll-houses and gates belonging to the corporation, in whatever county the same are situated; and the purchaser may thereupon demand and receive to his own use all the toll which accrues within the time limited by the term of his purchase, in the same manner and under the same regulations as the corporation was before authorized to demand and receive the same. Purchaser to have same remages as corporaR. S. 44, § 17. edies for dam tion. 1852, 312. Liabilities to Corporation may redeem franchise. R. S. 44, § 19. Proceedings, where had. R. S. 44, § 21. Corporations may be dissolved upon petition, &c. 1852, 55, §§ 1, 3. SECT. 31. A person who has purchased the franchise of any turnpike or other corporation under a sale upon execution or warrant of distress, and the assignee of such person, may recover in an action of tort any penalties imposed by law for an injury to the franchise or for other cause, and which such corporation would have been entitled to recover during the time limited in the purchase of the franchise; and during that time the corporation shall not be entitled to prosecute for such penalties. SECT. 32. The corporation whose franchise has been so sold shall in all other respects retain its powers, be bound to the discharge of its duties, and liable to the same penalties and forfeitures, as before the sale. SECT. 33. The corporation may at any time within three months from the time of sale redeem the franchise by paying or tendering to the purchaser the sum that he paid with twelve per cent. interest thereon, but without any allowance for the toll which he has received; and upon such payment or tender the franchise and all the rights and privileges thereof shall revert and belong to the corporation as if no such sale had been made. SECT. 34. All proceedings respecting attachments and the levy of executions or warrants of distress may be had in any county in which the creditor, president, treasurer, clerk, or a director, of the corporation resides. SECT. 35. When a majority in number or interest of the members of a corporation desire to close their concerns, they may apply by petition to the supreme judicial court, setting forth in substance the grounds of 7 Gray, 119, 406. their application, and the court, after due notice to all parties interested, may proceed to hear the matter, and for reasonable cause decree a dissolution of the corporation. Corporations so dissolved shall be deemed and held extinct in all respects as if their charters had expired by their own limitation. to continue ter charter ex pires, to close concerns. R. S. 44, § 7. SECT. 36. Corporations whose charters expire by their own limitathree years af- tion or are annulled by forfeiture or otherwise, shall nevertheless be continued bodies corporate for the term of three years after the time when they would have been so dissolved, for the purpose of prosecuting and defending suits by or against them, and of enabling them gradually See Ch. 57, § 106. to settle and close their concerns, to dispose of and convey their property, and to divide their capital stock; but not for the purpose of continuing the business for which they were established. 16 Mass. 245. 1 Greenl. 79. When corpora- SECT. 37. When the charter of a corporation expires or is annulled, or the corporation is dissolved as provided in section thirty-five, the supreme judicial court on application of a creditor, stockholder, or member, at any time within said three years, may appoint one or more persons to be receivers or trustees to take charge of its estate and effects, and collect the debts and property due and belonging to it; with power |