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1870, 224, 1871, 110,

1873, 39, § 2.

SECTION 31. Every corporation which is subject to the Increase and provisions of this chapter, unless otherwise expressly pro- capital stock. vided, at a meeting called for the purpose, may increase or $83,'10. reduce the amount of its capital stock and the number of R1138. shares therein, within the amount limited by its charter, 1851, 183, if a chartered corporation, and by the provisions of this 1855, 478, chapter, if organized under general laws. The limitation 1857, 24. of such increase for such mechanical or manufacturing is 11,21; corporations, except those created for distilling or manu- 1865, 283, facturing intoxicating liquors, shall be the amount deter- 1866, 290, mined by the stockholders at a meeting called for the 1570 purpose. The capital stock of a corporation which is es- 24 tablished in this commonwealth and is subject to taxation 2 under the provisions of section forty-nine of chapter four- 1875, 177, teen shall not be reduced except upon application to the ). S. 13, $ 43; supreme judicial court. Written notice of such applica- 1899, 199, tion shall be given to the tax commissioner and to the at- $ 2. torney general at least ten days before the hearing. (See Revised Laws, chapter 109, SS 24, 26, 27 and 28 on pages 18–21.)

SECTION 32. A corporation which is created by special Certain.com charter for the purpose of carrying on any mechanical or increase and manufacturing business and which has not accepted the capital

,

1871, 110, provisions of this chapter or the corresponding provisions 2 of earlier laws, and a corporation which is created by spe- 1875, 117, cial charter for the purpose of mining whether otherwise . s. 106, subject to the provisions of this chapter or not, [and, sub-men 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, man 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

1873, 39, $ 2.

Amended.

Certain
corporations
real property.
1871, 110,
§ 3.

may hold

P. S. 106, § 36.

1870, 179.
1871, 109.
1877, 230,
$ 3.
P. S. 106,
§ 37.
132 Mass. 76.

349.

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 provi

sions of the preceding section may hold real property 1873, 39, 8 2. necessary for the purposes for which it was organized.

SECTION 34. If a corporation which is subject to the Disposition of provisions of this chapter, except a co-operative associa

tion 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 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.

SECTION 36. A corporation which is subject to the proGO S: 60,3 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.

of new shares
of co-opera-
tive associa-
tions.
1871, 109.
1877, 230,
§ 3.
Special stock.
1855, 290.

P. S. 106, § 38.

1870, 224,
§ 25.
P. S. 106,
§ 42.

136 Mass. 207. 139 Mass. 5.

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 Certain pro

visions of law laws of the Commonwealth governing the issue of capital stock; to apply. 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.

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1886, 209,

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.

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 12. 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 18.6, 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 Assessments provisions of this chapter may, from time to time at a 1808, 65, 9 5. legal meeting called for the purpose, assess upon each share R. s. 38, 13. such amount of money as it considers proper, not exceed- G. S. 60, s 14.

.

1870, 224,
$ 27.
P. S. 106,
§ 43.

Sale of shares to pay as sessments. 1808, 65, $ 5.

1870, 224, 8 28. P. S. 106, § 44.

14 Pick. 483.

14 Mass. 285.

16 Mass. 94.

121 Mass. 272.

Notice of sale, and deed of. shares sold. 1808, 65, 8 5. 1829, 53, $ 5.

§ 15.

1870, 224, $ 29. P. S. 106, § 45.

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 1829, 53, the time appointed for payment, the treasurer of the corG. 8. 60, 15. poration may sell by public auction a sufficient number

thereof to pay all assessments then due from him with necessary and incidental charges.

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. 8: 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, SECTION 43. A corporation which is subject to the pro1829, 53, 8 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 mak

ing 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.

payment of.

$$ 16, 17. 1851, 133, $ 4. 1857, 276, $ 1. Ġ. S.

$ 8. 1866, 290, $ 8. 1870, 224, § 32. 1875, 177. § 2. P. S. 106, § 46. 6 Met. 114.

how paid in.

101 Mass. 381.

117 Mass. 478. SECTION 44.

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180 Mass. 329. 195 Mass. 463.

1870, 224, $ 27. 1875, 177, 8 2. P. S. 106, $ $ 47, 48.

The capital stock, except as provided in 1829, 53, 5 8: this and the following section, shall be paid in in cash. B. S. 88; 1 14. 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

cases.
1879, 275,

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.)

SECTION 45. If the corporation was organized for the Capital stock, purpose of acquiring claims against, or property of, a in claims bankrupt or insolvent corporation, or property conveyed in certain by it for the benefit of its creditors, as provided in section fourteen, any such claims or property may be assigned and $33. conveyed to the corporation in payment for shares of its § 49. 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.

UNCLAIMED DIVIDENDS. SECTION 40. Each corporation in this commonwealth shall, List of unonce in every five years, publish three times successively in a dends to be newspaper in the city of Boston, and also in a newspaper, if any, 1837, 56. in the county in which the corporation is established, a list of all : S: 105,9 dividends which have remained unclaimed for two years or more and the names of the persons to whose credit such dividends stand.

claimed divi.

G. S. 68, § 19.

§ 27.

1851, 133,

1855, 478,

Business of Corporation. 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 the purposes of its organization; may carry on its business, 1. or so much thereof as is convenient, beyond the limits of 6.661,8 7. this commonwealth, and may there purchase and hold real 1866, 290, or personal property necessary for conducting its business; 1870

, 224, but it shall not direct its operations or appropriate its S. 196,

$ $ , 50
157 Mass. 37.

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