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preliminary to the establishment of the corporation have been complied with, the commissioner shall so certify and 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 provided, shall cause the same with the indorsement thereon to be recorded, and shall thereupon issue a certificate in the following form:

Certain corporations may file certificate.

COMMONWEALTH OF MASSACHUSETTS.

Be it known that whereas [the name of the subscribers to the agreement of association] have associated themselves with the intention of forming a corporation under the name of [the name of the corporation], for the purpose [the purpose declared in the agreement of association], 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 year [the date of execution of the certificate.]

The secretary shall sign the same and cause the seal of the commonwealth to be thereto affixed, and such certificate 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 such certificate to be made, and a certified copy of such record may be given in evidence with like effect as the original certificate.

SECTION 21. Any corporation organized under the provisions of chapter one hundred and thirty-three of the acts of the year eighteen hundred and fifty-one, chapter sixtyP. S. 106, § 22. one of the General Statutes, or chapter one hundred and

1870, 224,

12.

eighty-seven or two hundred and ninety of the acts of the year eighteen hundred and sixty-six, which at a meeting of its stockholders regularly notified for that purpose votes to comply with the provisions of this section, may submit to the commissioner of corporations a certificate signed and sworn to by its president, treasurer, clerk and a majority of its directors, setting forth a copy of its articles of agreement, with the names of the subscribers thereto, and a copy of the vote aforesaid, and produce evidence of its regular organization according to law or of confirmatory action under the provisions of this chapter, of sections seventy-nine and eighty of chapter one hundred and six of the Public Statutes, of section sixty-six of chapter two hundred and twenty-four of the acts of the year eighteen hundred and seventy, of section four of chapter sixty-one of the General Statutes, or of section three of chapter four hundred and seventy-eight of the acts of the year eighteen hundred and fifty-five.

The commissioner shall thereupon examine such certificate and evidence of organization; and if it appears that the provisions of law have been complied with, he shall So certify and approve the certificate by his indorsement thereon. The secretary of the commonwealth shall, upon the same being deposited in his office, and upon payment of the fee hereinafter provided, cause the same, with the indorsement thereon, to be recorded, and shall issue a certificate in the following form:

COMMONWEALTH OF MASSACHUSETTS.

Be it known that whereas [the names of the original subscribers] formerly associated themselves with the intention of forming

а

corporation under the name of [the name of the corporation], for the purpose [the purpose declared in the articles of agreement], under the provisions of [the designation of the statute under the provisions of which organization was effected], with a capital of [the amount of the capital stock as it stands fixed by the corporation at the date of the certificate], and the provisions of the statutes of this commonwealth in such case made and provided have been complied with, 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 [name of the corporation] is legally organized and es

§§ 2, 3.

G. S. 60,
S$ 3, 5.
1866, 290, § 3.
1870, 224,

§§ 15, 17.
1874, 349,
§ 1, cl. 1.

POWERS AND LIABILITIES.

By-Laws, Officers, etc.

Officers.

SECTION 22.

1808, 65, § 1.

R. S. 38,

The business of every corporation which 1829, 53, 1. is subject to the provisions of this chapter shall be managed and conducted by a president, a board of not less than three directors, a clerk, treasurer and such other officers and agents as the corporation authorizes for that purpose. The directors shall choose one of their number as president. P. S. 106, §§ 23, 25.

147 Mass. 224.

190 Mass. 478.

Officers, how chosen.

SECTION 23. The directors, clerk and treasurer shall 1808, 65, § 1. be chosen annually by the stockholders by ballot, and shall

1829, 53, § 1. R. S. 38,

hold office for one year and until others are chosen and

§ 16.

P. S. 106, § 24.

tablished as an existing 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 year

[the date of execution

of the certificate.]

Clerk.
Treasurer.
Bond.

1808, 65, § 1.

1829, 53, 1.

R. S. 38, § 4.

G. S. 60, § 6.

1870, 224, $ 18.

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3-5.

G. S. 60, § 4. qualified in their stead. The manner of choosing or ap

1870, 224,

pointing all other agents and officers, and of filling all

vacancies, shall be prescribed by the by-laws.

8 Cush. 93.

7 Gray, 1.

15 Gray, 211.

179 Mass. 161.

SECTION 24. The clerk 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 duty in such sum and with such sureties as shall be required by the bylaws.

P. S. 106, § 26. 15 Gray, 211.

The secretary shall sign the same and cause the seal of the commonwealth to be thereto affixed, and such certificate shall be conclusive evidence of the existence of such corporation at the date of such certificate. He shall also cause a record of such certificate to be made, and a certified copy of such record may be given in evidence with like effect as the original certificate.

Voting by

SECTION 25. Absent stockholders may vote at all meetR. S. 38, § 7. ings by proxy, authorized in writing, which, if the maker

proxy.

G. S. 60, § 7.
1870, 224,

$ 19.
P. S. 106,
§ 27.

thereof resides in the United States, shall be executed and
dated within six months previous to the meeting at which
it is used.

stockholders.

15.

G. S. 7.

SECTION 26. Every such corporation may determine Quorum of by its by-laws what number of stockholders shall attend, 1829, 53, either in person or by proxy, or what number of shares or RS. 38, § 7. amount of interest shall be represented at any meeting, to 1870, 224, constitute a quorum. If the quorum is not so determined, $20 a majority in interest of the stockholders shall constitute $ 28. a quorum.

SECTION 3. Every act of incorporation 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 which are 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 fifty-three and fifty-four. 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.

Revised Laws, Chapter 109, §§ 2, 3, 4, 5, 6, 15, 16, 17.

SECTION 2. Corporations now existing shall continue to exer- Existing corcise and enjoy their powers and privileges according to their respective charters 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 these statutes.

porations to
continue.
1826, 137, § 5.
1829, 53,
16, 17.

R. S. 38,
§§ 1, 36.

G. S. 60, § 1;
68, § 40.
P. S. 105, § 2.
Charters
subject to

alteration or
repeal.

1830, 81.

44, § 23.

R. S. 38, § 36;
G. S. 68, § 41.

P. S. 105,

§§ 2, 3.

23 Pick. 334.

6 Cush. 424.

9 Cush. 604. 4 Gray, 227.

13 Gray, 239.

15 Gray, 106.

4 Allen, 198.

5 Allen, 230.

109 Mass. 103, 506.
118 Mass. 290, 561.

198 Mass. 421.

SECTION 4. Every corporation, except as otherwise expressly provided, may, in its corporate name, sue and be sued, appear, prosecute and defend to final judgment and execution; have a common seal, which it may alter at pleasure; elect in such manner as it may determine all necessary officers, fix their compensation and define their duties and obligations; and make by-laws and regulations for its own government, the due and orderly conducting of its affairs and the management of its property.

SECTION 5. Every corporation may by its by-laws, except as Otherwise expressly provided, determine the manner of calling and conducting its meetings; the number of members which shall constitute a quorum; the number of shares which shall entitle the members to one or more votes; the mode of voting by proxy; the mode of selling shares for the payment of assessments; and the tenure of office of the several officers; and may annex suitable

123 Mass. 32.
147 Mass. 569.

11 Allen, 268.

13 Allen, 29. 103 Mass. 254. 104 Mass. 446.

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Conveyance of land.

R. S. 44, § 6.

Meeting

called by
justice of the
peace, when.
1833, 49.
R. S. 44, § 4.
G. S. 68, § 5.
P. S. 105,
§ 11.

Election of
officers.
1833, 49.
R. S. 44, § 5.
G. S. 68, § 6.

Executors,
etc., may vote.
1829, 53,
§ 12.

R. S. 38, § 35.
1838, 98, § 2.

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.

List of stockholders

11 Allen, 65.

SECTION 6. Every corporation may convey land to which it has a legal title. G. S. 68, § 8. P. S. 105, § 6. SECTION 15. If, by reason of the death or absence of the officers of a corporation, or other cause, there is no person duly authorized to call or preside at a legal meeting, a justice of the peace may, upon written application of three or more of the members, issue a warrant to any one of them, directing him to call a meeting by giving such notice as had been previously 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 is present legally authorized to preside.

SECTION 16. A corporation when so assembled may elect officers to fill vacancies, and may act upon such other business as may by law be transacted at a regular meeting.

P. S. 105, § 12.

SECTION 17. An executor, administrator, guardian, conservator or trustee shall represent the shares of his trust at all meetings of the corporation, and may vote as a stockholder.

G. S. 68, § 11.

P. S. 105, § 13.

9 Cush. 192.

Capital Stock.

Stockholder to have

SECTION 27. Each stockholder shall be entitled to a certificate of his stock, signed by the treasurer of the cor1808, 65, § 3. poration and sealed with its seal. R. S. 38, § 10. G. S. 60, § 10.

certificate of stock.

1829, 53, § 3.

1870, 224, § 23. 1874, 349, § 1.

P. S. 106, § 29.

open to

inspection. 1858, 144.

G. S. 68, § 10.

P. S. 105,

§ 21.

101 Mass. 398.

Transfer of shares. Lost certificates. 1808, 65, § 4.

1829, 53, 4. shall be recorded by the clerk in a book to be kept for that

R. S. 38, § 12.
1846, 45.
G. S. 60, § 13.
1870, 224,

§ 26.

P. S. 106, $ 30.

12 Gray, 213.

8 Allen, 15. 138 Mass. 240.

1852, 180.

SECTION 28. Shares may be transferred by the stockholder by an instrument in writing signed by him, which

purpose. The purchaser named in such instrument so recorded shall, upon production thereof to the treasurer and delivery to him of the former certificate, be entitled to a new certificate. In case of the loss of a certificate, a duplicate certificate may be issued upon such reasonable. terms as the directors shall prescribe.

Revised Laws, Chapter 109, §§ 32, 33, 34, 35.

LIST OF STOCKHOLDERS AND TRANSFER OF SHARES.

SECTION 32. The treasurer or cashier of every corporation shall keep an accurate list of its stockholders and of the number of shares owned by each, which shall at all times, upon written application by a stockholder, be exhibited for his inspection.

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