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may discon-
tinue general
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.



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SECTION 1. Corporations, general powers of.

21. Banks and insurance companies to retur 2. when to be organized.

collaterals. 3. first meeting of, under charters, how no- 22. Penalty for neglect or false return. tified.

23. for transfer to avoid taxation, &c. 4. under general statutes.

24. Warrants of distress against corporations 5. In case of death, &c., of officers, justice may for damages, &c. call meeting.

25. Franchise, &c., how attached on mesne 6. Officers may be elected, &c.

process. 7. By-laws.

26. may be sold on execution, &c. 8. May convey lands.

27. Mode of sale, &c. 9. Shares not to be issued for less than par. 28. Sale may be adjourned. 10. Treasurer, &c., to keep, &c., list of stock- 29. Who shall be deemed highest bidder. holders, &c. Penalty.

30. Officer's return to transfer the right of toll, 11. Executors, &c., may vote. 12. Records of transfers to be made and kept in 31. Purchaser to have the same remedies for the state.

damages as corporation. 13. In transfers of stock as collateral security, 32. Liabilities to continue. debt to be described, &c.

33. Corporation may redeem franchise. 14. Record of transfer to be exhibited to cred- 34. Proceedings, where had. itors upon request.

35. Corporations may be dissolved upon peti15. Property of foreign corporations subject to tion, &c. legal process. Mode of giving notices.

to continue three years after charter ex. 16. Stockholders liable individually for all pires, to close concerns.

debts due for labor within six months pre- 37. When corporations expire, &c., receivers to
ceding demand, &c.

be appointed.
17. Remedy in equity against officers, &c., 38. Equity jurisdiction of S. J. C.
when liable for debts, &c.

39. Receivers to pay debts and distribute sur-
18. Executor, &c., not liable as stockholder, &c. plus.
19. List of unclaimed dividends, &c., to be pub 40. Corporations now existing may act under

charters, except, &c.
20. Certain corporations to make returns of 41. Certain charters to be subject to alteration

stocks, &c., to assessors, and register or repeal.
names, &c.

de 52 18617 ..299


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10 Mass. 91.
7 Met. 592.


SECTION 1. All corporations where no other provision is specially general powers made may in their corporate name sue and be sued, appear, prosecute, R. S. 44, § 1. 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 con

ducting of their affairs, and the management of their property: when to be SECT. 2. Corporations created by charter, if no time is limited organized. 1856, 264, $ 1.

therein, shall be organized within two years from the passage of their

respective acts of incorporation. first meeting,

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

R. S. 44, $ 3.
1855, 110.
16 Mass. 94.
3 Met. 282.
See Ch. 118,
$ 117.

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.

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 pub- statutes. lished in the manner prescribed in the

preceding section. 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 justice may cali authorized to call or preside at a legal meeting, any justice of the peace meeting:

R. S. 44, $ 4. 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 officers may be all vacancies, and act upon such other business as may by law be trans- elected

R. S. 44, $5. acted 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 5 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.

Sect. 8. Every corporation may convey lands to which it has a May convey legal title.

R. S. 44, $ 6. SECT. 9. Corporations having a capital stock divided into shares, Shares not to be unless specially authorized, shall not issue any shares for a less amount than par. to be actually paid in on each share than the par value of the shares 1858, 167.

1859, 104, $$ 1,2. first issued.

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 stoekholder, &c. be exhibited for his inspection. If such officer refuses so to exhibit 1858, 144, 98 1, 2. such list, he shall forfeit fifty dollars for each offence.

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, 92. tion, and may vote as a stockholder.

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.

1847, 107. 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.

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- stocke Dt be curiscribed in the deed or instrument of transfer. A certificate of stock described, &c. issued to a pledgee or holder of such collateral security shall express on 9 Cush. 192. 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 lawfiul fer to be exhib


9 Cush. 192.

9 Cush. 192.

1839, 158.

able for debts due for labor within six

1852, 9.

vers, &c., when

ited to creditors custody of the records of transfers of shares, upon the written request upon request. 1838, 98, $ 4.

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. Property of for- SECT. 15. Corporations created by any other state, having property eign corporations subject to

in this state, shall be liable to be sued and their property shall be subject legal process. to attachment in like manner as residents of other states having prop3 Mét. 420, 564. erty 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. Stockholders li- 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 months preceding demand, &c. organized under any special or general act, for manufacturing, mechani1851; 23; $ 15. cal

, mining, or quarrying business, cutting and storing ice, or making

of gas, shall be jointly and severally individually liable for all debts 1855, 146, § 1.

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 equi- Secr. 17. When the officers, stockholders, or members, of a corporaty against offi

tion, or any of them, are liable for any of its debts, or for their acts or liable, &c.

omissions respecting its business, or when some of them are liable to R. S. 38, $$ 31, 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. Executor, &c., Sect. 18. Persons holding stock in a corporation as executors, ad. stockholder,&c. ministrators, 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. List of unclaim- 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

newspaper, if there is any, in the county where the corporation is estab1837, 56.

lished, 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 aquestocks, &c., to duct corporations, shall register the names and residences of their stock

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.

R. S. 44, $ 22.
8 Cush. 93.

1838, 98, § 1. 9 Cush. 192.


Certain corporations to make returns of

assessors, and
register names,
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.

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 mire noe reempastate 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.

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 lect, or false reforfeit for every offence a sum not less than fifty nor more than one 1850, 308, $ 2. thousand dollars, to the use of the city or town in which the shạre- 1836, 268, 17

. holder resides, to be recovered in an action of tort.

Sect. 23. If a shareholder fraudulently transfers a share in either of for transfer to the corporations mentioned in section twenty, to avoid taxation, he shall avoid taxation, forfeit to the use of the city or town in which he resides one-half of the 1843, 98, $ 3., par value of the shares thus transferred to be recovered in an action of 1851, 133, § 12. tort; and if he wilfully misinforms the corporation respecting his name 1869, 227. 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.

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 for an injury sustained in his property by the doings of any turnpike or damages, &e. other corporation (except railroads) authorized to receive toll, and the 1847, 250, 5. 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.

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 bow 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 6 Cush.500. 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. SECT. 26. When a judgment is recovered against a turnpike or

may be sold other corporation authorized to receive toll, its franchise, with all the on execution, rights and privileges thereof, so far as relates to the receiving of toll, R. S. 14, § 12. and also all other corporate property, real and personal, may be taken on execution or warrant of distress and sold by public auction.

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 & 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 Sale may be admay adjourn the sale for a time not exceeding seven days, and so from R. S. 44, $ 14. time to time until the sale is completed.

Purchaser to


Liabilities to continue.


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, bidder. R. S. 44, § 15. 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. Officer's return 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 R. S. 44, $ 16. 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.

SECT. 31. A person who has purchased the franchise of any turnpike bave same rem- or other corporation under a sale upon execution or warrant of distress, ages as corpora- and the assignee of such person, may recover in an action of tort any R. S. 44, $ 17.

penalties imposed by law for an injury to the franchise or for other 1852, 312. 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, R. S. 44, $ 18.

and liable to the same penalties and forfeitures, as before the sale. Corporation Sect. 33. The corporation may at any time within three months may redeem

from the time of sale redeem the franchise by paying or tendering to R. S. 44, $ 19. 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. Proceedings, SECT. 34. All proceedings respecting attachments and the levy of where had.

executions or warrants of distress may be had in any county in which R. S. 44, $ 21.

the creditor, president, treasurer, clerk, or a director, of the corporation

resides. Corporations Sect. 35. When a majority in number or interest of the members of may be dissolyed upon peti

a corporation desire to close their concerns, they may apply by petition tion, &c. to the supreme judicial court, setting forth in substance the grounds of 7 Gray, 119,400. 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.

Sect. 36. Corporations whose charters expire by their own limitathree years af- tion or are annulled by forfeiture or otherwise, shall nevertheless be pires, to close continued bodies corporate for the term of three years after the time R. S. 44, $7.

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 prop erty, and to divide their capital stock; but not for the purpose of con

tinuing the business for which they were established. When corpora

SECT. 37. When the charter of a corporation expires or is annulled, tions expire, or the corporation is dissolved as provided in section thirty-five, the be appointed. supreme judicial court on application of a creditor, stockholder, or mem

ber, 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

to continue


16 Mass. 215. 1 Greenl. 79.

&c., receivers to

R. S. 14, $ 8. 1852, 55, $ 2. 7 Met. 595.

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