organization P. S. 106, 21. 1870, 224, § 11. 151 Mass. 560. SECTION 10. 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 association with the names of the subscribers thereto, the date of the first meeting and the successive adjournments thereof, if any, and shall submit such certificate and also the records of the corporation to the commissioner of corporations, who shall examine the same and who may require such other evidence as he may judge necessary. If it appears that the requirements of the preceding sections preliminary to the establishment of the corporation have been complied with, the commissioner shall so certify and shall 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 specified, 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 names of the subscribers to the agreement of association] have associated themselves with the intention of forming a gas- an electric company under the name of [the name of the corporation], 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 day of in the [the date of execution of the certificate.] The secretary shall sign the same and cause the seal of the commonwealth to be affixed to the certificate and it 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 the certificate to be made, and a certified copy of such record may be given in evidence with like effect as the original certificate. Existing cor- 1829, 53, §§ 16, R. S. 38, §§ 1, 36. G. S. 60, § 1; P. S. 105, § 2. Charters R. S. 38, § 36; P. S. 105, §§ 2, 3. 23 Pick. 334. 118 Mass. 290, 561. 123 Mass. 32. 147 Mass. 569. 198 Mass. 421. EXISTING CORPORATIONS TO CONTINUE. SECTION 11. Corporations now existing which are made subject to the provisions of this act shall continue to exercise and enjoy their powers and privileges according to their respective charters or certificates of organization or incorporation 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 this act. CHARTERS SUBJECT TO ALTERATION OR REPEAL. SECTION 12. Every act of incorporation of corporations which are subject to the provisions of this act, passed since the eleventh day of March in the year eighteen hundred and thirty-one, shall be subject to amendment, alteration or repeal by the general court. All corporations organized hereunder, or heretofore organized under general laws, shall be subject to such laws as may be hereafter passed affecting or altering their corporate rights or duties or dissolving them. Corporations shall, notwithstanding such repeal or dissolution, be subject to the provisions of sections eighty-five and eighty-six of this act. Such laws of amendment, alteration or repeal, or such dissolution, shall not take away or impair any remedy which may exist by law consistently with said sections against the corporation, its members or officers, for a liability previously incurred. 212 Mass. 85. 215 Mass. 402. [1 Op. A. G. 58.] [2 Op. A. G. 36.] Officers. OFFICERS. SECTION 13. The business of every corporation which is subject to the provisions of this act shall be managed and G. S. 60, $$ 3, 5. conducted by a president, a board of not less than three 1829, 53, § 1. R.S. 38, §§ 2, 3. 17. directors, a clerk, a treasurer and such other officers and 1870, 224, §§ 15, agents as its by-laws may provide. The directors shall 1874, 349, § 1, choose one of their number as president. R. L. 110, § 22. 147 Mass. 224. 190 Mass. 478. [2 Op. A. G. 230.] cl. 1. OFFICERS, HOW CHOSEN. chosen. shall officers, how 180s, 65, § 1. 1829, 53, 81. ap R. S. 38, §§ 3-5. SECTION 14. The directors, clerk and treasurer shall be chosen annually by the stockholders by ballot and hold office for one year and until others are chosen qualified in their stead. The manner of choosing or pointing all other agents and officers and of filling all cancies shall be prescribed by the by-laws. 8 Cush. 93. 7 Gray, 1. 15 Gray, 211. 179 Mass. 161. 1870, 224, 16. va- P. S. 106, § 24. R. L. 110, § 23. Treasurer. 1808, 65, § 1. 1829, 53, § 1 GS. 60, 6. R. S. 38, § 4. SECTION 15. The clerk, who shall be a resident of the Clerk. commonwealth, shall be sworn, shall record all votes in a book to be kept for that purpose, and shall perform all other duties assigned to him. The treasurer shall give bond for the faithful performance of his duties in such sum and with such sureties as shall be required by the by-laws. 1870, 224, $18. P. S. 106, § 26. 15 Gray, 211. R. L. 110, $ 24. VOTING BY PROXY. proxy. SECTION 16. Absent stockholders may vote at all meet- Voting by ings by proxy, authorized in writing, which, if the maker R. S. 38, § 7. thereof resides in the United States, shall be executed and 1870, 224, 19. dated within six months previous to the meeting at which R. S. 106, § 27 SECTION 17. Every corporation which is subject to the General provisions of this act, except as is otherwise expressly pro- 1808, 65, § 1. vided, may, in its corporate name, sue and be sued, ap- 1839; 83; 81: pear, prosecute and defend to final judgment and execu- R. S. 38, § 6; tion; may have a corporate seal, which it may alter at G. 60, § 2; pleasure; may elect in such manner as it may determine P.S. 105, § 4. all necessary officers and agents, fix their compensation 10 Mass. 91. and define their duties and obligations; and may make by- 210 Mass. 473. laws and regulations for its own government, the due and orderly conducting of its affairs and the management of its property. R. L. 109, § 4. 10 Gray, 582. By-laws. 1833, 83, § 1. R. S. 38, §§ 6, 7; G. S. 60, §§ 2, 7; R. L. 109, § 5; 8 Met. 301, 325. 194 Mass. 285. Meeting, when called by justice of the peace. 1833, 49. R. S. 44, § 4. G. S. 68, § 5. P. S. 105, § 11. BY-LAWS. SECTION 18. Every such corporation may by its bylaws, except as is otherwise expressly provided, determine the manner of calling and conducting its meetings; the number of shares which shall entitle a stockholder to one or more votes; what number of stockholders shall attend, either in person or by proxy, or what number of shares or amount of interest shall be represented, at any meeting, to constitute a quorum; the mode of voting by proxy; the mode of selling shares for the payment of assessments; and, except as provided in section fourteen, the tenure of office of the several officers and agents; 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 which is inconsistent with law. If a quorum is not so determined, a majority in interest of the stockholders shall constitute a quorum. If not otherwise so determined, each stockholder shall be entitled to one vote for each share owned by him. MEETING CALLED BY JUSTICE OF THE PEACE. SECTION 19. If, by reason of the death or absence of the officers of a corporation which is subject to the provisions of this act, or for other cause, there is no person duly authorized to call or to preside at a legal meeting, a R. L. 109, 15. justice of the peace may, upon written application of three or more of the stockholders, issue a warrant to any one of them, directing him to call a meeting by giving such notice as is required by law, and may in the same warrant direct. him to preside at the meeting until a clerk is duly chosen and qualified if no officer legally authorized to preside is present. Authority of R. S. 44, § 5. Authority of executors, etc., to vote. 1829, 53, § 12. R. S. 38, § 35. 1838, 98, § 2. G. S. 68, § 11. AUTHORITY OF SUCH MEETING. SECTION 20. A corporation when so assembled may elect officers to fill vacancies and may act upon such other business as may be transacted legally at a regular meeting. AUTHORITY OF EXECUTORS, ETC., TO VOTE. SECTION 21. An executor, administrator, guardian, conservator or trustee may represent the shares of his trust at all meetings of the corporation and may vote as a stockholder. P. S. 105, § 13. R. L. 109, § 17. 9 Cush. 192. 101 Mass. 398. STOCKHOLDER ENTITLED TO CERTIFICATE. entitled 1808, 65, § 3. SECTION 22. Every stockholder shall be entitled to a Stockholder certificate of his stock, sealed with the seal of the corpora- to certificate. tion and signed by its treasurer or assistant treasurer and 1829, 53, 3. such other officer as the by-laws may designate. In case R. S. 38, § 10. 1852, 180. of the loss of a certificate, a duplicate certificate may be GS. 60, § 10. issued upon such reasonable terms as the directors shall 26. prescribe. R. L. 110, §§ 27, 28. P. S. 106, §§ 29, 30. TRANSFER OF SHARES. 1870, 224, §§ 23, 1874, 349, § 1. shares. G. S. 60, § 13. 1903, 423. 1910, 171. 12 Gray, 213. 138 Mass. 240. 176 Mass. 442. 190 Mass. 512. 206 Mass. 74. SECTION 23. Title to a certificate and to the shares rep- Transfer of resented thereby shall be transferred only as provided in 1808, 65, § 4. chapter one hundred and seventy-one of the acts of the R. S. 38, § 12. year nineteen hundred and ten, cited as the "Uniform 1846, 45. Stock Transfer Act", and all acts in amendment thereof 1870, 224, 26. P. S. 106, § 30. and in addition thereto. But no such transfer shall affect R. L. 110, § 28. the right of the corporation to pay any dividend due upon the stock, or to treat the holder of record as the holder in fact, until the transfer shall have been recorded upon the books of the corporation, or until a new certificate shall 182 Mass. 555. have been issued to the person to whom it has been so 193 Mass. 525. transferred. Such purchaser, upon delivery of the former 211 Mass. 439. certificate to the treasurer or transfer agent of the corporation, shall be entitled to receive a new certificate. Stock shall not be transferred upon the books of the corporation if any instalments thereon remain overdue and unpaid. A pledgee of stock transferred as collateral security shall be entitled to a new certificate if the instrument of transfer substantially describes the debt or duty which is intended to be secured thereby. Such new certificate shall express on its face that it is held as collateral security, and shall state the name of the pledgor, who alone shall be liable as a stockholder and entitled to vote thereon. Acts of 1910, Chapter 171. An Act to make Uniform the Law of Transfer of Shares of Stock in Corporations. TRANSFER OF TITLE. title. SECTION 1. Title to a certificate and to the shares represented Transfer of thereby shall be transferred only, (a) By delivery of the certificate indorsed either in blank or to a specified person by the person appearing by the certificate to be the owner of the shares represented thereby, or |