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Powers of public library corporations. 1872, 217, § 4.

Such a corporation need not have a capital

stock. 1872, 326.

SECT. 19. A corporation formed under section sixteen may hold real and personal estate necessary for the purposes of its organization, to the amount named in its agreement of association, not exceeding fifty thousand dollars, exclusive of books, papers, collections in natural history, and works of art; and may receive and hold for the purposes aforesaid any grants, donations, or bequests under such lawful conditions and rules as may be prescribed therein.

SECT. 20. Nothing contained in the four preceding sections shall be construed to require a corporation formed in accordance with the provisions thereof to have a capital stock, when a different provision is made in the agreement of association.


[CHAPTER 105.]


SECTION 1. The provisions of this chapter, unless expressly limited in their application, shall apply to all corporations organized under or by the laws of this commonwealth, except so far as they are inconsistent with other provisions of these statutes concerning particular classes of corporations.

SECT. 2. Corporations now existing shall continue to exercise and enjoy their powers and privileges according to their respective charters and to the laws now in force, and shall continue subject to all the liabilities to which they are now subject; except so far as said powers, privileges, and liabilities are modified or controlled by the provisions of these statutes; and all corporations organized under general laws shall be subject to such laws as may be hereafter passed, and applicable thereto.

SECT. 3. Every act of incorporation passed after the eleventh day of March in the year eighteen hundred and thirty-one shall be subject to amendment, alteration, or repeal at the pleasure of the general court: but the corporation, notwithstanding such repeal, shall be subject to the provisions of sections forty-one and forty-two; and such amendment, alteration, or repeal shall not take away or impair any other remedy which may exist by law consistently with those sections against the corporation, its members or officers, for a liability previously incurred.

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SECT. 4. Every corporation, where no other provision is specially made, may in its corporate name sue and be sued, appear, prosecute, and defend to final judgment and execution; have a common seal, which it may alter at pleasure; elect in such manner as it may determine all necessary officers, fix their compensation, and define their duties and obligations; and make by-laws and regulations

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Corporations may make by-laws.

G. S. 68, § 7.

8 Met. 301, 321.

may convey lands.

G. S. 68, § 8. 11 Allen, 65.

for carrying on mechanical or manufacturing business may change locations, etc. 1877, 67.

created by

consistent with law, for its own government, the due and orderly conducting of its affairs, and the management of its property.

SECT. 5. Every corporation may by its by-laws, where no other provision is specially made, determine the manner of calling and conducting its 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 payment of assessments; and the tenure of office of the several officers; and may annex suitable penalties to such by-laws, not exceeding twenty dollars for one offence; but no by-law shall be made by a corporation repugnant to law or to its charter.

SECT. 6. Every corporation may convey lands to which it has a legal title.

SECT. 7. A corporation organized under general laws or created by special charter, for the purpose of carrying on a mechanical or manufacturing business in a city or town named in its organization or charter, may extend or remove its business or any part thereof to any other city or town in this commonwealth, and may purchase, hold, and convey so much real and personal estate in such other city. or town as may be necessary for the purpose of carrying on its business therein.

SECT. 8. A corporation created by charter, if no time special charter, is limited therein, shall be organized within two years from the passage of its act of incorporation.

when to be organized.

G. S. 68, § 2.

first meeting

G. S. 68, § 3. 16 Mass. 94. 3 Met. 282.

11 Cush. 369. 12 Allen, 362. 98 Mass. 98.

101 Mass. 385.

SECT. 9. The first meeting of any such corporation, of, how notified. unless otherwise provided in its act 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 delivered seven days at least before the meeting 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 adjoining county. The persons so named and their associate subscribers to stock before the date of the act shall be authorized to hold the franchise or privileges granted until the corporation is organized. The notice of the first meeting of an incorporated religious society may be affixed to the door or to some other conspicuous part of its meeting-house.

First meeting
of corporations
organized under
general laws.
G. S. 68, § 4.

SECT. 10. The first meeting of a corporation organized under general laws which make no provision for the calling thereof may be called in the manner set forth in the

articles of association, or, if they make no provision, by a notice signed by a majority of the associates, and published in the manner prescribed in the preceding section. SECT. 11. When by reason of the death, absence, or other legal impediment of the officers of a corporation there is no person duly authorized to call or preside at a legal meeting, a justice of the peace 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 is duly chosen and qualified, if no officer is present legally authorized to preside.

SECT. 12. 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. 13. An executor, administrator, guardian, or trustee shall represent the shares or stock in his hands at all meetings of the corporation, and may vote as a stockholder.

SECT. 14. No officer of a corporation, unless otherwise expressly provided by law, shall as proxy or attorney cast more votes than represent twenty shares of the capital stock, unless all the shares so represented by him are owned by one person, nor ask for, receive, procure to be obtained, or use any proxy vote therein, except the votes he is hereby authorized to cast. No salaried officer of a corporation shall vote as proxy or attorney.

SECT. 15. An officer of a corporation who violates any provision of the preceding section shall forfeit not less than one hundred nor more than five hundred dollars for each offence; and the supreme judicial court, upon petition of a stockholder in such corporation, and after due notice and proof of such offence, shall cause such officer to be forthwith removed from his office; and such removal shall forever after disqualify him from holding office in such corporation.

SECT. 16. The par value of shares in the capital stock of every corporation hereafter organized, unless otherwise expressly provided by law, shall be one hundred dollars; and any corporation heretofore organized with shares of a par value other than said sum may change the par value to one hundred dollars.

SECT. 17. No corporation, unless specially authorized, shall issue any share for a less amount to be actually paid

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G. S. 68, § 9. 1873, 37.

Telegraph and gas companies not to make


in thereon than the par value of the shares first issued or fixed by a change made under the preceding section.

SECT. 18. No telegraph or gas-light company chartered under the laws of this commonwealth shall declare any stock dividend, stock dividend, or divide the proceeds of the sale of stock among its stockholders; nor create any additional new stock or issue certificates thereof to any person whatever, unless the par value of the shares so issued is first paid in cash to its treasurer.

1868, 310, § 1.

Certificates void if issued in violation, and directors liable, unless, etc.

1868, 310, § 2.

Stockholders to have notice of

increase of capital, and oppor

SECT. 19. All certificates of stock issued in violation of the preceding section shall be void; and the directors of the corporation issuing the same shall be liable to a penalty of one thousand dollars each, to be recovered by indictment in any county where any of them reside; but if any such director proves that before such issue he filed his dissent in writing thereto with the clerk, or was absent and at no time voted therefor, he shall not be so liable.

SECT. 20. When a corporation increases its capital stock, if no other provision is made by law, its directors shall give notice in writing thereof to each stockholder who was such at the date of the vote to increase, stating the amount of the increase, the number of shares or fractaken to be sold tions of shares of the new stock which such stockholder is

tunity to take same proportionally at par. Shares not so

at auction.

1870, 179.
1871, 392, § 4.

Treasurer, etc., to keep, etc., list of stockholders, etc. Penalty.

G. S. 68, § 10.

Corporations to

register names,

etc., of stock

holders, and not

issue certifi

cates, etc., when

residence is unknown.

1864, 201, § 1.

entitled to take, and the time not less than thirty days from the giving of such notice within which such new stock shall be taken; and within said time each stockholder may take at par his proportion of such new shares, according to the number of his shares at the date of such vote to increase; and if, after the expiration of said time, any shares remain untaken, the directors shall sell the same at public auction for the benefit of the corporation, but shall not sell or issue any shares for less than the par value thereof.

SECT. 21. The treasurer or cashier of every corporation shall keep an accurate list of its stockholders with the number of shares owned by each, which shall at all times, upon written application by a stockholder, be exhibited for his inspection. If such officer refuses so to exhibit such list, he shall forfeit fifty dollars for each offence.

SECT. 22. Every corporation shall register the names and residences of all its shareholders, and all changes therein of which it is notified; shall issue no certificate of stock to a shareholder or purchaser of a share until he informs the corporation of his actual place of residence; and shall pay no dividend to a shareholder whose actual

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