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with; shall certify that fact and his approval of the certificate by indorsement thereon. Such certificate shall thereupon be filed by said officers in the office of the secretary of the commonwealth, who, upon payment of the fee here- Certificate to be inafter provided, shall cause the same with the indorsement thereon to be recorded, and shall thereupon issue a certificate in the following form: —

COMMONWEALTH OF MASSACHUSETTS.

Be it known that whereas [here the names of the subscribers to the agreement of association shall be inserted] have associated themselves with the intention of forming a corporation under the name of [here the name of the corporation shall be inserted], for the purpose [here the purpose declared in the agreement of association shall be inserted], with a capital of [here the amount of capital fixed in the agreement of association shall be inserted], and have complied with the provisions of the statutes of this commonwealth in such case made and provided, as appears from the certificate of the president, treasurer, and directors of said corporation, duly approved by the commissioner of corporations and recorded in this office: now, therefore, I [here the name of the secretary shall be inserted], secretary of the Commonwealth of Massachusetts, do hereby certify that said [here the names of the subscribers to the agreement of association shall be inserted], their associates and successors, are legally organized and established as and are hereby made an existing corporation under the name of [here the name of the corporation shall be inserted], with the powers, rights, and privileges, and subject to the limitations, duties, and restrictions, which by law appertain thereto. Witness my official signature hereunto subscribed, and the seal of the Commonwealth of Massachusetts hereunto affixed, this

day of

in the year [In these blanks the day, month, and year of execution of the certificate shall be inserted.]

issued by secre

tary.

to have force of special char

evidence of incorporation.

The secretary shall sign the same and cause the seal of the commonwealth to be thereto affixed, and such certifi- ter, and be cate shall have the force and effect of a special charter, and shall be conclusive evidence of the existence of such corporation. He shall also cause a record of such certificate to be made, and a certified copy of such record may be given in evidence with like effect as the original certificate.

SECT. 22. Any corporation organized under the provisions of chapter one hundred and thirty-three of the statutes of the year eighteen hundred and fifty-one, chapter sixty-one of the General Statutes, or chapter one hundred and eighty-seven or two hundred and ninety of the statutes of the year eighteen hundred and sixty-six, which at a meeting of its stockholders regularly notified for that purpose decides to comply with the provisions of this section, may submit to the commissioner of corporations a certifi

make and file

Certain corporations previously organized may certificate and furnish proof of which shall be the commissionthe secretary of the common1870, 224, § 12.

organization,

examined by

er, and filed with

wealth.

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cate signed and sworn to by its president, treasurer, clerk,
and a majority of its directors, setting forth a copy of its
articles of agreement, with the names of the subscribers
thereto, and a copy of the vote aforesaid, and produce evi-
dence of its regular organization according to law or of
confirmatory action under the provisions of sections seventy-
nine and eighty of this chapter, of section sixty-six of
chapter two hundred and twenty-four of the statutes of
the year eighteen hundred and seventy, of section four
of chapter sixty-one of the General Statutes, or of section
'three of chapter four hundred and seventy-eight of the
statutes of the year eighteen hundred and fifty-five.

The commissioner shall examine such certificate and evidence of organization; and if it appears that the provisions of law have been complied with, he shall certify that fact and his approval thereof by indorsement thereon. The secretary of the commonwealth shall, upon the same being deposited in his office, and upon payment of the fee Certificate to be hereinafter provided, cause the same, with the indorsement thereon, to be recorded, and shall issue a certificate in the following form:—

issued by the

secretary in

such case.

to have force of special char

ter, and be evidence of incorporation.

COMMONWEALTH OF MASSACHUSETTS.

Be it known that whereas [here the names of the original subscribers shall be inserted] have formerly associated themselves with the intention of forming a corporation under the name of [here the name of the corporation shall be inserted], for the purpose [here the purpose declared in the articles of agreement shall be inserted], under the provisions of [here the designation of the statute under the provisions of which organization was effected shall be inserted], with a capital of [here the amount of the capital stock as it stands fixed by the corporation at the date of the certificate shall be inserted], and the provisions of the statutes of this commonwealth in such case made and provided have been complied with, as appears from the certificate of the president, treasurer, and directors of said corporation, duly approved by the commissioner of corporations and recorded in this office: now, therefore, I [here the name of the secretary shall be inserted], secretary of the Commonwealth of Massachusetts, do hereby certify that said [here the name of the corporation shall be inserted] is legally organized and established as an existing corporation, with the powers, rights, and privileges, and subject to the limitations, duties, and restrictions, which by law appertain thereto. Witness my official signature hereunto subscribed, and the seal of the Commonwealth of Massachusetts hereunto affixed, this

in the year

day of
[In these blanks the
day, month, and year of execution of the certificate shall be inserted.]

The secretary shall sign the same and cause the seal of the commonwealth to be thereto affixed, and such certifi cate shall be conclusive evidence of the existence of such corporation at the date of such certificate. He shall also

cause a record of such certificate to be made, and a certified copy of such record may be given in evidence with like effect as the original certificate.

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POWERS AND LIABILITIES.

By-Laws, Officers, etc.

SECT. 23. The business of every corporation which is subject to this chapter shall be managed and conducted by a president, board of directors, clerk, treasurer, and such other officers and agents as the corporation authorizes for that purpose. But no conveyance or mortgage of its real estate, or lease thereof for more than one year, shall be made, unless authorized by a vote of the stockholders at a meeting called for the purpose.

SECT. 24. The directors, clerk, and treasurer shall be chosen annually by the stockholders by ballot, and shall hold their offices for one year and until others are chosen and qualified in their stead. The manner of the choice or appointment of all other agents and officers, and the manner of filling all vacancies, shall be prescribed by the bylaws.

SECT. 25. The number of the directors shall not be less than three. One of them shall be chosen president by the directors.

SECT. 26. The clerk shall be sworn, and shall record all votes in a book to be kept for that purpose, and shall perform such other duties as shall be assigned to him. The treasurer shall give bond for the faithful discharge of his duty in such sum and with such sureties as shall be required by the by-laws.

SECT. 27. At all meetings absent stockholders may vote by proxy, authorized by a writing executed and dated within six months previous to the meeting at which it is used, if the maker thereof resides in the United States; 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.

SECT. 28. Every such corporation 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.

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Stockholder to

of stock.

Capital Stock.

SECT. 29. Each stockholder shall be entitled to a cer

have certificate tificate of his stock, under the seal of the corporation, and signed by its treasurer.

1874, 349, § 1.

Transfer of
shares. Lost
certificates.
1870, 224, § 26.
12 Gray, 213.
8 Allen, 15.

Par value of
shares in co-
operative and
fishing associa-
tions; may be
changed.
1870, 224, § 7.
1878, 86.

Capital stock of

cially chartered

to be fixed at first meeting.

1870, 224, § 22. 6 Gray, 586.

SECT. 30. Shares may be transferred by the proprietor by an instrument in writing under his hand, which shall be recorded by the clerk in a book to be kept for that purpose. The purchaser 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. In case of the loss of a certificate, a duplicate certificate may be issued upon such reasonable terms as the directors shall prescribe.

SECT. 31. The par value of shares in the capital stock of any corporation organized for the purposes mentioned in sections nine and ten may be one hundred dollars or any sum fixed in its articles of association, and any such corporation at a meeting of its stockholders called for the purpose may change the par value of its shares: provided, that a certificate of such change shall within ten days thereafter be made, signed, and sworn to by its president, treasurer, and a majority of its directors, and be filed in the office of the secretary of the commonwealth.

SECT. 32. The amount of the capital stock of every companies sped corporation established subject to this chapter by special charter, and not organized, shall be fixed and limited by the corporation, and shall at its first meeting be divided into shares, of which a record shall be made by the clerk. SECT. 33. The capital stock of every corporation subbe changed only ject to this chapter, the amount whereof has been fixed and limited by such corporation according to law, shall remain so fixed, subject to be increased or reduced pursuant to the provisions of this chapter.

when fixed, to

as provided by law.

1870, 224, § 21.

Increase and reduction of capital stock. 1870, 224, § 24. 1871, 110, § 2. 1873, 39, § 2. 1875, 177, § 3.

Certain corporations may increase and reduce capital. 1871, 110, § 2. 1873, 39, § 2. 1875, 177, § 3.

SECT. 34. Every corporation which is subject to this chapter, at a meeting called for the purpose, may increase or reduce the amount of its capital stock and the number of shares therein, within the limitations of its charter in the case of a chartered corporation, and within the limitations of this chapter if organized under general laws.

SECT. 35. A corporation created by special charter before the twenty-second day of March in the year eighteen hundred and seventy-one for the purpose of making and selling gas for light in a city or town, or of carrying on any mechanical or manufacturing business authorized by this chapter, or of mining, may increase its capital

stock to an amount not exceeding one million dollars, and may reduce the same, subject to the provisions of this chapter.

SECT. 36. A mechanical, manufacturing, or gas corporation, whose capital stock is increased under the preceding section, may hold real estate necessary for the purposes for which it was organized, not to exceed in amount three-fourths of its capital stock.

SECT. 37. When any corporation subject to this chapter, except a co-operative association or a gas company, increases its capital stock, its directors shall give written notice of such increase to each of its stockholders in like manner as is provided in section twenty of chapter one hundred and five, and each stockholder may take his proportion of the new shares as is provided in said section; and the shares which are not so taken may be sold or issued in such manner as its stockholders may by vote direct; but no shares shall be so sold or issued for a less amount than the par value thereof.

SECT. 38. When a co-operative association increases its capital stock, the new shares may be sold or issued in such manner as the stockholders may by vote direct, but not for a less amount than the par value thereof. SECT. 39. When a gas company increases its capital stock, the new shares shall be sold and disposed of at public auction for the benefit of the corporation, in the manner provided in the two following sections; and only such number of shares shall be issued as, when so sold and disposed of, will produce the amount necessary for the purposes for which such increase is authorized.

SECT. 40. All shares so issued shall be offered for sale to the highest bidder, in the city or town where the corporation is located or in the city of Boston, or in both places, and notice of the time and place of such sale shall be published at least five times during the ten days immediately preceding the sale, in the newspaper in which the general laws are published, and in two other daily newspapers in the city of Boston, and in one or more newspapers in the city or town where such corporation is located; or if no newspaper is published in such city or town, the sale shall be advertised in one or more newspapers published nearest thereto.

SECT. 41. Not exceeding two thousand shares of the stock of any such corporation shall be offered for sale on one and the same day; and no share shall be sold or issued for a less sum to be actually paid in cash than the par value thereof.

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