CERTAIN WORDS AND TERMS DEFINED. SECTION 1. In this act, unless the context otherwise re- Definitions. "Gas company" means a corporation organized under the laws of this commonwealth for the purpose of making and selling, or distributing and selling, gas within this "Electric company" means a corporation organized under the laws of this commonwealth for the purpose of making by means of water power, steam power or other- wise and selling, or distributing and selling, electricity within this commonwealth, or authorized by special act so A corporation organized for the purpose of making and selling, or distributing and selling, gas shall be deemed a 66 Corporations governed by this act. R. L. 110, 2. [2 Op. A. G. 362.] Formation of corporations. 1855, 146, § 1. 1857, 276, § 1. G. S. 61, §§ 1, 15. 1870, 224, §§ 1, 1874, 165. 5. corporation organized for the purpose of making and sell- Supplying electricity in bulk" means engaging in the business of making and selling or distributing and selling electricity to electric companies, railroads, street railways or electric railroads, or to municipalities for municipal use or resale to their inhabitants, or to persons, firms or corporations under limitations heretofore imposed by special law or under the provisions of section one of chapter six hundred and seventeen of the acts of the year nineteen hundred and eight, or hereafter imposed under the provisions of section one hundred and fifty-nine of this act. II. OF THE CORPORATE RIGHTS AND LIA- CORPORATIONS GOVERNED BY THIS ACT. SECTION 2. The provisions of this act shall apply to all gas and electric companies heretofore organized or chartered under any general or special laws applicable thereto, or hereafter organized hereunder, and to the respective officers and stockholders of all such corporations. FORMATION OF CORPORATIONS. SECTION 3. Three or more persons may associate themselves by an agreement in writing hereinafter described, with the intention of forming a gas or electric company, and, upon complying with the provisions of section ten, shall be and remain a corporation. But nothing herein contained shall authorize the organization of a combined gas. and electric company, unless the board, after notice and a public hearing, shall certify to the commissioner of R. L. 110, §§ 4, corporations that, in its judgment, the public convenience will be promoted thereby. P. S. 106, §§ 6, 7, 11, 14. 1885, 240, 1. 1891, 189, § 1. 1893, 397. 1910, 346. 9, 13. 98 Mass. 98. Corporation to take over bankrupt business. 1879, 275, §§ 1,4. P. S. 106, § 15. R. L. 110, 14. 211 Mass. 427. [1 Op. A. G. 47, 185.] [2 Op. A. G. 346.] [3 Op. A. G. 120.] CORPORATION TO TAKE OVER BANKRUPT BUSINESS. SECTION 4. Any or all of the creditors of any corporation subject to the provisions of this act which has been adjudged bankrupt or insolvent or has made an assignment of its property for the benefit of its creditors, or any or all persons for whose benefit such corporation has as signed the whole or any part of its property, and such other persons in either case as they may select, may associate themselves for the purpose of forming a corporation to acquire the whole or any part of the property of such debtor corporation and to carry on the business previously authorized to be carried on by it. AGREEMENT OF ASSOCIATION. association. SECTION 5. The agreement of association shall state:- Agreement of (a) That the subscribers thereto associate themselves G. S. 61, § 2. with the intention of forming a gas or an electric company, 1870, 224, 7. as the case may be. 1866, 290, § 2. P. S. 106, 16. 1902, 441. (b) The corporate name assumed, which shall contain 16. the words "gas company" or "electric company", as the 1910, 346. case may be, at the end thereof. (c) The name of the city or town in which it is to be established or situated. (d) The amount of its capital stock, which shall be not less than one thousand dollars; the number of shares into which the capital stock is to be divided; and, if there are to be preferred shares, the number of such shares, which shall not exceed the number of the common shares, and a statement of the preferences and voting powers or restrictions or qualifications upon which they are to be issued. RESTRICTIONS AS TO CORPORATE NAME. Restrictions as to corporate name. G. S. 61, § 1. 149 Mass. 436. 151 Mass. 560. 212 Mass. 224. SECTION 6. A corporation which is organized under the provisions of this act shall not assume the name of another corporation established under the laws of this common- 70, 224, wealth, or of a corporation, firm, association or person P. S. 106, § 17. carrying on business in this commonwealth at the time of R. L. 109, § 8. such organization or within three years prior thereto, or assume a name so similar thereto as to be liable to be mistaken for it, except with the consent in writing of such existing corporation, firm or association, or of such person, previously filed with the commissioner of corporations. The supreme judicial court or the superior court shall have jurisdiction in equity, upon the application of any corporation or person interested or affected, to enjoin a corporation from doing business under a name assumed in violation of the provisions of this section, although its certificate of organization may have been approved and a certificate of incorporation issued to it. Meeting for organization. 1870, 224, § 9. P. S. 106, § 18. MEETING FOR ORGANIZATION. SECTION 7. The first meeting shall be called by a notice signed by one or more of the subscribers to the R. L. 110, 17. agreement of association, stating the time, place and purpose of the meeting, a copy of which notice shall, seven days at least before the day appointed for the meeting, be given to each subscriber, or left at his usual place of business or residence, or deposited in the post office, postpaid, and addressed 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. If all of the subscribers shall, in writing indorsed upon the agreement of association, waive such notice and fix the time and place of the meeting, no notice shall be required. Subscribers to hold 101 Mass. 385. SUBSCRIBERS TO HOLD FRANCHISE. SECTION 8. The subscribers to the agreement of association shall hold the franchise until the organization has been completed; and, unless it is otherwise provided in such agreement, each subscriber who elects to take shares of the capital stock at the first meeting may take such proportion thereof as the number of subscribers to 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. Organization, how effected. 1870, 224, § 10. ORGANIZATION, HOW EFFECTED. SECTION 9. At such first meeting, including any necessary or reasonable adjournment, an organization shall be R. L. 110, 19. effected by the choice by ballot of a temporary clerk, who P. S. 106, § 20. shall be sworn, and by the adoption of by-laws, and the election, in the manner provided in section fourteen, of directors, treasurer, clerk and such other officers 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 shall have been chosen and sworn, including a record of such choice and qualification. |