reduction of capital stock. $$ 3, 10. RS.380 1829, 53, 11, 20. 1851, 133, § 5. 185 1855, 478, 1857, 24. $$ 11, 21; 1865, 283, 1866, 290, 1970 G. S. 60, 61, § 6. § 8. SECTION 31. Every corporation which is subject to the Increase and provisions of this chapter, unless otherwise expressly provided, 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 amount limited by its charter, if a chartered corporation, and by the provisions of this chapter, if organized under general laws. The limitation of such increase for such mechanical or manufacturing corporations, except those created for distilling or manufacturing intoxicating liquors, shall be the amount determined by the stockholders at a meeting called for the purpose. The capital stock of a corporation which is established in this commonwealth and is subject to taxation under the provisions of section forty-nine of chapter fourteen shall not be reduced except upon application to the supreme judicial court. Written notice of such application shall be given to the tax commissioner and to the attorney general at least ten days before the hearing. (See Revised Laws, chapter 109, §§ 24, 26, 27 and 28 on pages 18-21.) 1870, 224, 1873, 39, § 2. 1875, 177, § 3. 106, § 34. 1899, 199, Certain corincrease and capital. porations may reduce 1871, 110, $2. 1875, 177, 1873, 39, § 2. § 3. Ps. 106, Amended. SECTION 32. A corporation which is created by special charter for the purpose of carrying on any mechanical or manufacturing business and which has not accepted the provisions of this chapter or the corresponding provisions of earlier laws, and a corporation which is created by special charter for the purpose of mining whether otherwise subject to the provisions of this chapter or not, [and, sub- $35 ject to the provisions of section twenty-four of chapter one 1908, 534. hundred and nine, a corporation which is created by special charter or organized under general laws for the purpose of making and selling gas for light in a city or town, whether otherwise subject to the provisions of this chapter or not] 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. A corporation which is created by special charter or organized under general laws for the purpose of making and selling gas or electricity for light, heat or power in a city or town, whether otherwise subject to the provisions of this chapter or not, may increase its capital stock from time to time by such amounts as may be authorized by the board of gas and electric light commissioners in accordance with the provisions of section twenty-four of chapter one hun Certain corporations may hold dred and nine, and may reduce the same, subject to the provisions of this chapter. SECTION 33. A mechanical, manufacturing or gas corporation whose capital stock is increased under the provisions of the preceding section may hold real property 1873, 39, § 2. necessary for the purposes for which it was organized. real property. 1871, 110, § 3. P. S. 106, § 36. new shares. 1870, 179. 1871, 109. 1877, 230, § 3. P. S. 106, § 37. 132 Mass. 76. 349. SECTION 34. If a corporation which is subject to the Disposition of provisions of this chapter, except a co-operative association or a corporation mentioned in section thirty of chapter one hundred and nine, increases its capital stock, its directors shall give written notice of such increase to each of its stockholders in the manner provided in section 168 Mass. 345, twenty-nine of chapter one hundred and nine, and each stockholder may take his proportion of the new shares as is provided in said section. 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. (See Acts of 1909, chapter 477, as amended by Acts of 1910, chapter 374, on page 21.) Disposition of new shares of co-operative associations. 1871, 109. 1877, 230, § 3. Special stock. 1855, 290. 1870, 224, § 25. P. S. 106, § 42. 136 Mass. 207. 139 Mass. 5. SECTION 35. If 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. P. S. 106, § 38. SECTION 36. A corporation which is subject to the proG. S. 60, 12. visions of this chapter may, by a vote of three-fourths of its general stockholders at a meeting duly called for the purpose, issue special stock, the total amount of which 15 Gray, 274, outstanding at any time shall not exceed two-fifths of the actual capital paid in on the general and special stock, and shall be subject to redemption at par after a fixed time which shall be expressed in the certificates. Holders of special stock shall be entitled to receive, and the corporation shall be bound to pay thereon, a fixed half-yearly sum or dividend, which shall be expressed in the certificates, not exceeding four per cent, and they shall not be liable for the debts of the corporation beyond their stock. Corporations may issue preferred stock to certain amounts, etc. Acts of 1902, Chapter 441. An Act to authorize Corporations to issue Preferred Stock. SECTION 1. Every corporation organized under the laws of this Commonwealth shall have power to issue preferred stock to an amount not exceeding at any time the amount of the general stock then outstanding, with such preferences and voting powers or restrictions or qualifications thereof as shall be fixed and determined in the by-laws at the organization of the corporation; or after organization, by a two thirds vote of all the stock, or by a by-law adopted by a two thirds vote of all the stock, at a meeting duly called for the purpose. SECTION 2. Such stock shall be issued subject to all general laws of the Commonwealth governing the issue of capital stock; and each certificate subsequently issued of stock in the corporation shall have fully and plainly printed thereon the by-law or vote of the corporation authorizing the issue of preferred stock. SECTION 3. This act shall take effect upon its passage. [Approved June 5, 1902. Certain pro visions of law to apply. stock. § 1. SECTION 37. A corporation which is subject to the pro- Employees' visions of this chapter may, by a vote of its general stock- 1886, 209, holders at a meeting called for the purpose, issue employees' stock to be held only by the employees of such corporation. The par value of the shares of such employees' stock shall be ten dollars, and the purchasers thereof may pay for them in monthly instalments of one dollar upon each share. The total amount of such employees' stock outstanding at any time shall not exceed two-fifths of the actual capital paid in on the general and employees' stock. employees' 1886, 209, § 2. SECTION 38. If a dividend is paid by such corporation Dividends, on to its stockholders, the holders of employees' stock shall stock. receive upon each share which has been paid for in full in time to be entitled to a dividend, an amount which shall bear such proportion to the amount paid as a dividend upon each share of the general stock of such corporation as the par value of the shares of such employees' stock bears to the par value of the shares of such general stock. SECTION 39. The shares of employees' stock shall not Transfer of be sold or transferred except to an employee of such cor- stock. poration or to the corporation itself. A corporation which 1886, 209, issues employees' stock may prescribe by its by-laws the number of shares which may be held by any one employee and the method of transfer and redemption of such stock as is held by any person after he ceases to be an employee of the corporation. SECTION 40. Every corporation which is subject to the provisions of this chapter may, from time to time at a legal meeting called for the purpose, assess upon each share such amount of money as it considers proper, not exceed employees' Assessments upon shares. 1808, 65, § 5. R. S. 88, § 13. G. S. 60, § 14. 1829, 53, § 5. Notice of sale, and deed of. shares sold. 1808, 65, § 5. 1829, 53, § 5. R. S. 38, § 15. 1870, 224, ing in the whole the par value thereof, unless the price is fixed as provided by section thirty of chapter one hundred and nine, and, in such case, not exceeding said price. Such assessments shall be paid to the treasurer at such times and by such instalments as the corporation directs. SECTION 41. If the stockholder neglects to pay an amount duly assessed on his shares for thirty days after the time appointed for payment, the treasurer of the corporation may sell by public auction a sufficient number thereof to pay all assessments then due from him with necessary and incidental charges. 14 Pick. 483. 14 Mass. 285. 16 Mass. 94. 121 Mass. 272. SECTION 42. The treasurer shall give notice of the time and place appointed for such sale, and of the amount due on each share, by advertising the same three weeks sucG. S. 60, 16. cessively before the sale in a newspaper, if any, published in the county in which the corporation is established; otherwise in a newspaper published in an adjoining county; and a deed of the shares so sold, made by the treasurer and acknowledged before a justice of the peace and recorded as provided in section twenty-eight, shall transfer said shares to the purchaser, who shall be entitled to a certificate therefor. Capital stock, payment of. R. S. 38, §§ 16, 17. 1851, 133, § 4. 1857, 276, § 1. SECTION 43. A corporation which is subject to the pro1829, 53, § 6. visions of this chapter shall not commence the transaction of the business for which it was organized or chartered until the whole amount of its capital stock has been paid in and a certificate of that fact, and of the manner in $17, 18; 61, which the same has been paid in and, at the time of making the certificate, been invested or voted by the corporation to be invested, signed and sworn to by the president, treasurer and a majority of the directors, has been filed in the office of the secretary of the commonwealth. G. S. 60, § 8. 1866, 290, § 8. 1870, 224, $ 32. 1875, 177. § 2. P. S. 106, 101 Mass. 381. 127 Mass. 564. 155 Mass. 184. 180 Mass. 329. 195 Mass. 463. SECTION 44. The capital stock, except as provided in this and the following section, shall be paid in in cash. The conveyance to the corporation of real or personal property at a fair valuation shall be a sufficient paying in of its capital stock to the extent of such value, if a statement, made, signed and sworn to by its president, treasurer and a majority of its directors, giving a description of such property and the value at which it has been taken in payment, in such detail as the commissioner of corpo rations shall require or approve, and indorsed with his certificate that he is satisfied that said valuation is fair and reasonable, is filed with the secretary of the commonwealth. Such statement shall be included in the certificate of payment of capital required by the preceding section. No note or obligation given by a stockholder, whether secured by pledge or otherwise, shall be considered as payment of any part of the capital stock. (See Revised Laws, chapter 109, §§ 20, 30, 31, and Acts of 1909, chapter 477, pages 18, 20 and 21.) a SECTION 45. If the corporation was organized for the purpose of acquiring claims against, or property of, bankrupt or insolvent corporation, or property conveyed by it for the benefit of its creditors, as provided in section fourteen, any such claims or property may be assigned and conveyed to the corporation in payment for shares of its capital stock at a fair and reasonable valuation, to be determined and approved by the commissioner as provided in the preceding section; and his decision that such valuation is fair and reasonable, when made and certified as therein required, shall be final. No claim shall be so assigned or conveyed after three years from the date when the original corporation was adjudicated bankrupt or insolvent or made such assigninent for the benefit of its creditors. Revised Laws, Chapter 109, § 40. SECTION 40. Each corporation in this commonwealth shall, once in every five years, publish three times successively in a newspaper in the city of Boston, and also in a newspaper, if any, in the county in which the corporation is established, a list of all dividends which have remained unclaimed for two years or more and the names of the persons to whose credit such dividends stand. Business of Corporation. powers of 1851, 133, 1855, 478, SECTION 46. A corporation which is subject to the pro- Business visions of this chapter may in its corporate name purchase, corporations. hold and convey real and personal property necessary for $7. the purposes of its organization; may carry on its business, or so much thereof as is convenient, beyond the limits of this commonwealth, and may there purchase and hold real or personal property necessary for conducting its business; but it shall not direct its operations or appropriate its 1857, 24. § 2. G. S. 61, § 7. 1866, 290, 1870, 224, Ps. 106, §§ 23, 50. 157 Mass. 37. |