304.) SECTION 13. For the purpose of carrying on any law- Formation of ful business not mentioned in the eight preceding sections, for any except distilling or manufacturing intoxicating liquors, business, exbuying and selling real estate, banking, insurance, and conta, any other business the formation of corporations for which 8. 106, is otherwise regulated by these statutes, three or more per- 173 Mass. 254. sons may associate themselves, with a capital of not less 153, 275, than one thousand nor more than one million dollars. SECTION 14. Any or all of the creditors of any corpora- Corporation tion which exists by authority of this commonwealth and business of is organized or chartered for any purpose designated in bankrupt, etc., this chapter, which has been adjudged bankrupt or insol- 1879,275, vent or has made an assignment of its property for the 8. 106, benefit of its creditors, or any or all persons for whose benefit such corporation has assigned the whole or any part of its property, and such other person or 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. § 15. Agreement, Name and Organization. SECTION 15. The agreement of association shall state Contents of that the subscribers thereto associate themselves with the 1851, 133, intention of forming a corporation, the corporate name as- G. S. 61, $ 2. sumed, the purpose for which it is formed, the city or $2. town, which shall be in this commonwealth, in which it is 1870, 224, established or located, the amount of its capital stock and 18. 106, the par value and number of its shares. 1866, 290, $ 16. . Revised Laws, Chapter 109, $ 7. SECTION 7. A corporation which is organized under general Change of laws or created by special charter for the purpose of carrying on 1877, 67 P. S. 105, $ 7. a mechanical or manufacturing business in a city or town named Affected. 1910, 197: in its agreement of association or charter may extend or remove its business or any part thereof to any other city or town in this commonw wealth, and may purchase, hold and convey so much real and personal estate in such other city or town as may be necessary for the purpose of carrying on its business therein. (But see Ø 25, 26 and 27 of chapter 121 of the Revised Laws as to gas and electric companies.) R. L. 109, Acts of 1910, Chapter 197. pany to change its Location. SECTION 2. This act shall take effect upon its passage. [Approved March 11, 1910. Corporate 8. SECTION 16. Any name may, subject to the provisions of section eight of chapter one hundred and nine, be as sumed by a corporation. If organized for the purposes 1872, 375, 1 6. mentioned in sections seven or eight, or under the provi1877 , 224, $ 3. sions of chapter one hundred and fourteen or section thirty of chapter one hundred and eighteen, or if subject to any of the provisions of chapter one hundred and sixteen, the 1883, 98, $ 1. words“ Co-operative” or “ fishing” co-operative bank” or insurance “mutual insurance P. S. 106, or 66 or if or 1887, 214, Corporate Revised Laws, Chapter 109, SS 8, 9, 10. SECTION 8. A corporation which is organized under the general laws may assume any name which, in the judgment of the commissioner, indicates that it is a corporation; but it shall not assume the name of another corporation established under the laws of this commonwealth, or of a corporation, firm, association or person carrying on business in this commonwealth, at the time of 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 said 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 201. application of any person interested or affected, to enjoin such 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 may have been issued to it. [SECTION 9. Upon the application of any corporation, au- Change of thorized by a vote of two-thirds of the stockholders present and 1891, 360, voting at a meeting called for the purpose, the commissioner of 1992, 296 1892198, corporations may, after public notice of such application, au 1895, 104. thorize such corporation to change its name. If it has no capital 1898, 474, 9. stock, the application may be authorized by a two-thirds vote of 442, $ 9. 1901, 422, the persons legally qualified to vote in meetings of the corpora- $ 9. Repealed. tion present and voting on the question of the change of name. 1908, 163. The approval of the insurance commissioner shall be required for applications by corporations which are subject to the provisions of chapters one hundred and eighteen, one hundred and nineteen and one hundred and twenty.] SECTION 10. A certified copy of such authorization and a of, to be filed certificate of the vote of the corporation, signed and sworn to by with secrethe president, treasurer and a majority of the directors, or if it 18ði, 360, has no such officers, by its presiding and financial officers and a $$ 3, 6. Repealed. majority of its other officers having the powers of directors, shall 1908, 163. be filed in the office of the secretary of the commonwealth. The commissioner shall require public notice to be given of the change so authorized; and upon receipt of proof thereof the secretary of the commonwealth may grant a certificate of the name which the corporation shall bear, which, subject to the provisions of section eight, shall thereafter be its legal name.] certificate Acts of 1908, Chapter 163. SECTION 1. Every corporation organized under general or Regulations special laws of this commonwealth, except corporations subject to concerning changes of the provisions of chapter four hundred and thirty-seven of the names afi corporations. acts of the year nineteen hundred and three, and acts in amendment thereof and in addition thereto, and except corporations subject to the provisions of chapter four hundred and sixty-three of the acts of the year nineteen hundred and six, and acts in amendment thereof and in addition thereto, may at a meeting duly called for the purpose, by the vote of two thirds of all of its stock, or if two or more classes of stock have been issued, by two thirds of each class of stock outstanding and entitled to vote, or in case such corporation has no capital stock, by a vote of two Notice of change of name to be published. Certificate of new name to be issued. thirds of the persons legally qualified to vote in meetings of the corporation, or by a larger vote if its agreement of association or by-laws shall so require, change its name. Articles of amendment signed and sworn to by the president, treasurer and a majority of the directors or other officers having the powers of directors, shall within thirty days after such meeting be prepared, setting forth such amendment, and stating that it has duly been adopted by the stockholders. Such amendment shall be submitted to the commissioner of corporations who shall examine it, and if he finds that it conforms to the requirements of law, he shall so certify and endorse his approval thereon. Thereupon the secretary of the commonwealth shall direct the officers of the corporation to publish in such form as he may see fit, in a newspaper published in the county in which the corporation has its principal office or place of business, notice of such change of name. When the secretary of the commonwealth is convinced that such notice has been published as required by him, he shall upon the payment of a fee of one dollar grant a certificate of the name which the corporation shall bear, which name shall thereafter be its legal name, and the secretary of the commonwealth shall cause the article of amendment and the endorsements thereon to be recorded in his office. In the case of corporations which are subject to the provisions of chapter one hundred and eighteen, one hundred and nineteen, and one hundred and twenty of the Revised Laws, and of all acts in amendment thereof and in addition thereto, the approval of the insurance commissioner shall be required before the commissioner of corporations approves the article of amendment. No article of amendment changing the name of any corporation shall take effect until it has been filed in the office of the secretary of the commonwealth as aforesaid. SECTION 2. All acts and parts of acts inconsistent herewith are hereby repealed. SECTION 3. This act shall take effect upon its passage. (Approved March 3, 1908. Approval of change of name. When to take effect. Repeal. Rights and Revised Laws, Chapter 109, § 11. SECTION 11. A corporation shall have the same rights, powers and privileges and be subject to the same duties, obligations and liabilities under its new name as before its name was changed, and may sue and be sued by its new name; but any action brought against it by its former name shall not be defeated on that account, and, on motion of either party, the new name may be substituted therefor. § 18. $ 30. Section 17. The first meeting shall be called by a First meetnotice signed by one or more of the subscribers to such called and agreement, stating the time, place and purpose of the meet- 1855, 478, ing, a copy of which notice shall , seven days at least be- &. 5. 61, $ 3. fore the day appointed for the meeting, be given to each 1866, 290, subscriber, or left at his usual place of business or resi- 1870 , 224, dence, or deposited in the post office, postpaid, and ad- & S. 106, dressed 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. SECTION 18. The subscribers to the agreement of asso- Subscribers ciation shall hold the franchise until the organization has franchise ; been completed; and, unless it is otherwise provided in of shares. such agreement, each subscriber who elects to take such 1870, 224, shares at the first meeting may take such proportion of the 19. 106, share of the capital stock as the number of subscribers to ioi Mass. 385. 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. SECTION 19. At such first meeting, including any nec- Organiza: essary or reasonable adjournment, an organization shall of officers; be effected by the choice by ballot of a temporary clerk, 1851, 183, who shall be sworn, and by the adoption of by-laws, and & S. 61, $ 5. the election, in the manner provided in section twenty- 1870, 224, three, of directors, treasurer, clerk and such other officers . 8. 106, 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 has been chosen and sworn, including a record of such choice and qualification. SECTION 20. 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 1991, 183, association with the names of the subscribers thereto, the 1855, 888.8 2. date of the first meeting and the successive adjournments &.15 thereof, if any, and shall submit such certificate and also 1870, 224, the records of the corporation to the commissioner of cor- . S. 106, porations, who shall examine the same, and who may re- 151 Mass. 560. quire such other evidence as he may judge necessary. If it appears that the requirements of the preceding sections § 20. G. S. 61, § 8. |
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