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Notice of change of name to be published.

Certificate of new name to be issued.

thirds of the persons legally qualified to vote in meetings of the corporation, or by a larger vote if its agreement of association or by-laws shall so require, change its name. Articles of amendment signed and sworn to by the president, treasurer and a majority of the directors or other officers having the powers of directors, shall within thirty days after such meeting be prepared, setting forth such amendment, and stating that it has duly been adopted by the stockholders. Such amendment shall be submitted to the commissioner of corporations who shall examine it, and if he finds that it conforms to the requirements of law, he shall so certify and endorse his approval thereon. Thereupon the secretary of the commonwealth shall direct the officers of the corporation to publish in such form as he may see fit, in a newspaper published in the county in which the corporation has its principal office or place of business, notice of such change of name. When the secretary of the commonwealth is convinced that such notice has been published as required by him, he shall upon the payment of a fee of one dollar grant a certificate of the name which the corporation shall bear, which name shall thereafter be its legal name, and the secretary of the commonwealth shall cause the article of amendment and the endorsements thereon to be recorded in his office. In the case of corporations which are subject to the provisions of chapter one hundred and eighteen, one hundred and nineteen, and one hundred and twenty of the Revised Laws, and of all acts in amendment thereof and in addition thereto, the approval of the insurance commissioner shall be required before the commissioner of corporations approves the article of amendment. No article of amendment changing the name of any corporation shall take effect until it has been filed in the office of the secretary of the commonwealth as aforesaid.

SECTION 2. All acts and parts of acts inconsistent herewith are hereby repealed.

SECTION 3. This act shall take effect upon its passage. (Approved March 3, 1908.

Approval of change of name.

When to take effect.

Repeal.

Rights and
liabilities
under new
name.
1891, 360,
§ 4.

Revised Laws, Chapter 109, § 11. SECTION 11. A corporation shall have the same rights, powers and privileges and be subject to the same duties, obligations and liabilities under its new name as before its name was changed, and may sue and be sued by its new name; but any action brought against it by its former name shall not be defeated on that account, and, on motion of either party, the new name may be substituted therefor.

G. S. 61, § 3.

§ 18

SECTION 17. The first meeting shall be called by a First meetnotice signed by one or more of the subscribers to such called and agreement, stating the time, place and purpose of the meet- 1855, 478, ing; a copy of which notice shall, seven days at least be- &.25 fore the day appointed for the meeting, be given to each 1866, 290, subscriber, or left at his usual place of business or resi- 1870, 224, dence, or deposited in the post office, postpaid, and ad- . $. 106, dressed to him at his usual place of business or residence. Whoever gives such notice shall make affidavit of his doings, which, with a copy of the notice, shall be recorded in the records of the corporation.

SECTION 18. The subscribers to the agreement of asso- Subscribers ciation shall hold the franchise until the organization has franchise; been completed; and, unless it is otherwise provided in of shares. such agreement, each subscriber who elects to take such 1870, 224, shares at the first meeting may take such proportion of the 19. 106, share of the capital stock as the number of subscribers to i01 Mass. 385. the agreement bears to the whole number of shares, or any part of such proportion, upon paying the assessments thereon as called for by the corporation. All shares not so taken shall be disposed of as the corporation determines.

SECTION 19. At such first meeting, including any nec- Organiza: essary or reasonable adjournment, an organization shall of officers; be effected by the choice by ballot of a temporary clerk, 1851, 133, who shall be sworn, and by the adoption of by-laws, and &. 3. 61, $ 5. the election, in the manner provided in section twenty- 1870, 224, three, of directors, treasurer, clerk and such other officers . S. 106, as the by-laws may provide; but at such first meeting no person shall be eligible as a director who has not subscribed the agreement of association. The temporary clerk shall make and attest a record of the proceedings until the clerk has been chosen and sworn, including a record of such choice and qualification.

SECTION 20. The president, treasurer and a majority Certificate of of the directors, shall forthwith make, sign and swear to a to be filed. certificate setting forth a true copy of the agreement of 1895.1, 183, association with the names of the subscribers thereto, the 1855, 356.8 2. date of the first meeting and the successive adjournments &.15 thereof, if any, and shall submit such certificate and also 1870, 224, the records of the corporation to the commissioner of cor- P. $. 106, porations, who shall examine the same, and who may re- 151 Mass. 560. quire such other evidence as he may judge necessary. If it appears that the requirements of the preceding sections

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G. S. 61, § 8.

preliminary to the establishment of the corporation have been complied with, the commissioner shall so certify and approve the certificate by his 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 hereinafter 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 [the name of the subscribers to the agreement of association] have associated themselves with the intention of forming a corporation under the name of [the name of the corporation), for the purpose [the purpose declared in the agreement of association], with a capital of [the amount of capital fixed in the agreement of association), 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 [the name of the secretary), secretary of the commonwealth of Massachusetts, do hereby certify that said [the names of the subscribers to the agreement of association), their associates and successors, are legally organized and established as, and are hereby made, an existing corporation under the name of [name of the 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 [the date of execution of the certificate.]

day of

in the year

The secretary shall sign the same and cause the seal of the commonwealth to be thereto affixed, and such certificate 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.

SECTION 21. Any corporation organized under the provisions of chapter one hundred and thirty-three of the acts

of the year eighteen hundred and fifty-one, chapter sixtyÞ. S. 106, § 22. one of the General Statutes, or chapter one hundred and

Certain cor. porations

may file

certificate. 1870, 224, $

eighty-seven or two hundred and ninety of the acts of the year eighteen hundred and sixty-six, which at a meeting of its stockholders regularly notified for that purpose votes to comply with the provisions of this section, may submit to the commissioner of corporations a certificate 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 evidence of its regular organization according to law or of confirmatory action under the provisions of this chapter, of sections seventy-nine and eighty of chapter one hundred and six of the Public Statutes, of section sixty-six of chapter two hundred and twenty-four of the acts 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 acts of the year eighteen hundred and fifty-five.

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

COMMONWEALTH OF MASSACHUSETTS. Be it known that whereas [the names of the original subscribers] formerly associated themselves with the intention of forming a corporation under the name of [the name of the corporation), for the purpose (the purpose declared in the articles of agreement], under the provisions of [the designation of the statute under the provisions of which organization was effected], with a capital of [the amount of the capital stock as it stands fixed by the corporation at the date of the certificate), 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 [the name of the secretary], secretary of the commonwealth of Massachusetts, do hereby certify that said [name of the corporation] 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 day of

[the date of execution of the certificate.]

in the year

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The secretary shall sign the same and cause the seal of the commonwealth to be thereto affixed, and such certificate 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.

POWERS AND LIABILITIES.

Officers.
1808, 65, § 1.

R. S. 38,
S$ 2, 3.
G. S. 60,
$$ 3, 5.
1866, 290, $ 3.
1870, 224,
$$ 15, 17.
1874, 349,
§ 1, cl. 1.

147 Mass. 224.

190 Mass. 478.

chosen.

R. S. 38,

By-Laws, Officers, etc. SECTION 22. The business of every corporation which 1829, 53, š i. is subject to the provisions of this chapter shall be man

aged and conducted by a president, a board of not less than three directors, a clerk, treasurer and such other officers and agents as the corporation authorizes for that purpose. The directors shall choose one of their number as

president. P. S. 106, $ $ 23, 25. Officers, how SECTION 23. The directors, clerk and treasurer shall 1808, 65, $ 1. be chosen annually by the stockholders by ballot, and shall 1829, 53, § 1.

hold office for one year and until others are chosen and & S. 60, $4. qualified in their stead. The manner of choosing or ap

pointing all other agents and officers, and of filling all vacancies, shall be prescribed by the by-laws.

7 Gray, 1.

15 Gray, 211. SECTION 24. The clerk shall be sworn, shall record all

votes in a book to be kept for that purpose and shall per1829, 53, i form all other duties assigned to him. The treasurer shall G. 8. 606. give bond for the faithful performance of his duty in such

sum and with such sureties as shall be required by the by

laws. Voting by SECTION 25. Absent stockholders may vote at all meetR.S. 38, 7 ings by proxy, authorized in writing, which, if the maker

thereof resides in the United States, shall be executed and P. S. 106,

dated within six months previous to the meeting at which it is used.

1870, 224,
$ 16.
P. S. 106,
§ 24.

8 Cush. 93.

179 Mass. 161.

Clerk.
Treasurer.
Bond.
1808, 65, $ 1.

1870, 224,
$ 18.
P. S. 106, § 26.
15 Gray, 211.

proxy.

G. S. , $ 7.
1870, 224,
$ 19.

$ 27.

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