Change of corporate business. 1875, 177, § 4. P. S. 106, § 51. 1885, 310. Amended. 1910, 124. Gas com panies may etc. 1879, 202, § 2. P. S. 106, 1885, 240, funds to any other purpose than that specified in its agreement of association or its charter, as the case may be, except as provided in section seven of chapter one hundred and nine and in the three following sections. No conveyance or mortgage of its real property, 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. SECTION 47. A corporation which is subject to the provisions of this chapter may, by a vote of all its stockholders at a meeting duly called for the purpose, alter, add to or change the business for the transaction of which it was incorporated, but it shall not engage in any business which is not authorized by the provisions of this chapter, and if incorporated for the purpose of making, selling or distributing gas for light or for heating, cooking, chemical and mechanical purposes, it shall not engage in the business of making or selling electricity for light, heat or power, unless duly authorized to engage therein as provided in section fourteen of chapter one hundred and twenty-one of the Revised Laws, and if incorporated for the purpose of making or selling electricity for light, heat or power, it shall not engage in the business of making, selling or distributing gas for light or for heating, cooking, chemical and mechanical purposes. A certificate setting forth such alteration, addition or change, signed and sworn to by the president, treasurer and a majority of the directors, shall be filed in the office of the secretary of the commonwealth. SECTION 48. Any gas company which was organized furnish steam, or chartered before the ninth day of April in the year eighteen hundred and seventy-nine may engage in the business of making, selling and distributing gas for heating, chemical and mechanical purposes, or of generating or furnishing steam or hot water for heating, cooking and mechanical power in a city or town, by a vote of four-fifths of the stockholders representing not less than two-thirds of the stock, at a meeting duly called for that purpose, upon filing in the office of the secretary of the commonwealth a certificate as provided in the preceding section. Free beds in hospitals. 1889, 258. SECTION 50. A manufacturing corporation may, by a vote of a majority of the stock represented at a meeting of the stockholders thereof, appropriate not more than five thousand dollars or an annual sum of not more than five hundred dollars for the support of free beds in one or more hospitals in this commonwealth, for the use of its employees. Certificates and Returns. tificate of 177. 1854, 438. 1857, 276. §§ 23, 24; 1862, 210. 1866, 290, 1874, 349, SECTION 51. Every corporation chartered by this com- Annual cermonwealth or organized under the general laws for the condition. purpose of business or profit, which has a capital stock R. S. 38, § 22. divided into shares, except banks, co-operative banks, sav- 1851, 133, ings banks and institutions for savings, insurance com- $$ 9, 10. panies, including the Massachusetts Hospital Life Insur- 1855, 68, § 3. ance Company, steam and street railway companies, safe G. s. 60, deposit and trust companies and the Collateral Loan Com- 61, § 10. pany, shall annually file in the office of the secretary of the commonwealth, within thirty days after the date fixed in its by-laws for its annual meeting last preceding the date of such certificate, or within thirty days after the final adjournment of said meeting, but not more than three months after the date so fixed for said meeting, a certificate signed and sworn to by its president, treasurer and at least a majority of its directors, stating the date of holding such meeting, the amount of capital stock as it then stands fixed by the corporation, the amount then paid in, the name of each shareholder and the number of shares standing in his name, and the assets and liabilities of the corporation, in such form, with such detail and of such date as the commissioner of corporations shall require or approve. Such certificates shall, by the act of filing, be considered as recorded and shall be preserved by the secretary in book form convenient for reference. $1 P. S. 106, $54. 1887, 225. 1890, 199. 1896, 369. by auditor. 1897, 492. 1898, 64. SECTION 52. Such certificate of a corporation which Verification has a capital stock of one hundred thousand dollars or more shall be accompanied by a written statement under oath by an auditor to be employed by a committee of three stockholders who are not directors which shall be selected at the annual meeting of the stockholders, or, if there are less than three stockholders other than directors, to be employed by the directors, stating that such certificate represents the true condition of the affairs of said corporation as disclosed by its books at the time of making such audit. The statement of the auditor shall be filed by him with said certificate in the office of the secretary of the commonwealth and shall be attached to and form a part of said certificate. The auditor shall be sworn to the faithful performance of his duties by a justice of the peace or some other magistrate authorized to administer oaths or affirmations; and evidence of such appointment and qualification shall be filed in the office of the commissioner of corporations. 1887, 225. 1896, 369. SECTION 53. If a corporation fails for two successive years to file such annual certificate, the supreme judicial court, upon application by the commissioner, after notice and a hearing, may decree a dissolution of the corporation. SECTION 54. A corporation which is subject to the provisions of this chapter shall, upon an increase of its capital stock, within thirty days after the payment or collection of the last instalment thereof, file a certificate of the amount of such increase and the fact of such payment, signed and sworn to by its president, treasurer and a majority of its directors, in the office of the secretary of the commonwealth. SECTION 55. A corporation which is subject to the provisions of this chapter shall, within thirty days after a reduction of its capital stock is voted, file in the office of the secretary of the commonwealth a copy of the vote authorizing such reduction, signed and sworn to by its clerk. SECTION 57. The certificate or copy which is required to be filed by the provisions of section eighteen of chapter one hundred and nine and sections forty-three, forty-seven, fifty-one, fifty-four, fifty-five and fifty-six of this chapter shall, before filing, be submitted to the commissioner of corporations, who shall examine the same; and if it appears to him to be a sufficient compliance in form with the requirements of this chapter, he shall certify his approval thereof by indorsement upon the same; but he shall indorse only the date and fact of submission to his inspection upon the copies of votes of corporations or the authorizations of municipal authorities required by the preceding section; and upon the payment of the fee hereinafter provided, the same may be filed in the office of the secretary · of the commonwealth, who shall receive and record the same in books to be kept for the purpose; and, upon such filing, the corporation and its officers shall be conclusively held to have complied with the requirements of this chap ter in respect to the filing of such certificate, except that it may be shown in evidence that the statements made in such return were false, and were known to be so by any officer or officers signing or making oath to the same. Revised Laws, Chapter 5, § 11. Of the Secretary of the Commonwealth. SECTION 11. He shall annually prepare, cause to be printed and on the first Wednesday of January submit to the general court, a true abstract from the certificates, excepting those of foreign corporations, required by [chapter one hundred and ten] law to be deposited with him, a statement of the names of all corporations changed under the provisions of sections nine, ten and eleven of chapter one hundred and nine, and the names of all corporations dissolved. Liability of Officers and Stockholders. SECTION 58. The officers of a corporation which is subject to the provisions of this chapter shall be jointly and severally liable for its debts and contracts in the following cases, and not otherwise: The president and directors shall be so liable, First, For making or consenting to a dividend if the corporation is or thereby is rendered insolvent, to the tent of such dividend. ex Second, For debts contracted between the time of making or assenting to a loan to a stockholder and the time of its repayment, to the extent of such loan. Third, If the debts of a corporation exceed its capital, to the extent of such excess existing at the time of the commencement of the suit against the corporation in which the judgment was recovered upon which the suit in equity to enforce such liability is brought as hereinafter provided. The president, directors, and treasurer shall be so liable, Fourth, For signing any statement filed under the provisions of section forty-four, if the property mentioned in such statement is not conveyed and taken at a fair valuation; but only the officer or officers who sign statement shall be so liable. The president, directors and other officers shall be liable, the so Liability of stockholders or members. 1821, 38. 1826, 137, § 2. 1829, 53, $$ 6, 7, 10, 11. R. S. 38, §§ 16, 21, 32, 33. 1851, 133, § 15; 252. 1852, 9. 1855, 290. G. S. 60, §§ 12, 17, 22; 68, § 16. 1862, 218, § 2. 1870, 224, $39. 1875, 177, § 1. 1876, 1, § 1. P. S. 106, § 61. 13 Pick. 484. Fifth, For signing any certificate which is required by law knowing it to be false; but only the officer or officers who have knowledge thereof shall be liable. Sixth, For debts contracted before the original capital has been fully paid in and the certificate of such payment has been filed in accordance with the provisions of section forty-three. SECTION 59. The members or stockholders in any corporation which is subject to the provisions of this chapter shall be jointly and severally liable for its debts or contracts in the following cases, and not otherwise: First, For such as may be contracted before the original capital is fully paid in; but only those stockholders who have not paid in full the par value of their shares, and those who have purchased such shares with knowledge of the fact, shall be liable for such debts. Second, For the payment of all debts existing at the time when the capital is reduced, to the extent of the amounts withdrawn and paid to stockholders. Third, If special stock is created under the provisions of section thirty-six, the general stockholders shall be liable 21 Pick. 454. for all debts and contracts until the special stock shall have 6 Met. 114. 12 Met. 3. 8 Cush. 182. 11 Cush. 183. 10 Gray, 232. been fully redeemed. Fourth, For all money due to operatives for services 15 Gray, 216. rendered within six months before demand made upon the corporation, and its neglect or refusal to make pay 16 Gray, 127. 2 Allen, 498. 127 Mass. 564, 134 Mass. 590. ment. Any such member or stockholder who pays, on a judgment or otherwise, more than his proportion of any such 183 Mass. 565. debt shall have a claim for contribution against the other members or stockholders. 195 Mass. 464. Stockholders and officers, when liable. 1851, 315, § 3. 1852, 24. SECTION 60. A stockholder or officer in such corporation shall not be held liable for its debts or contracts unless a judgment has been recovered against it and it has negG. S. 60. § 34. lected for thirty days after demand made on execution to pay the amount due, with the officer's fees, or to exhibit to him real or personal property of the corporation subject to be taken on execution, sufficient to satisfy the same, and the execution has been returned unsatisfied. 1862, 218, § 3. 1866, 290, § 10. 1870, 224, $ 40. P. S. 106, Clerk to fur nish creditor 103 Mass. 160. 127 Mass. 563. 180 Mass. 515. SECTION 61. 198 Mass. 78. 203 Mass. 554. The clerk or other officer who has charge with names of of the records of any such corporation against which judg officers and stockholders. ment has been so recovered and execution so issued and |