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holders to be
Such officer who refuses so to exhibit such list shall forfeit ofty
SECTION 33. Every corporation shall record the names and Record of residences of all its stockholders, and all changes therein of which residences of it is notified, shall issue no certificate of stock to a stockholder or 1859, 227.
G. S. 68, § 20. purchaser of a share until he informs the corporation of his actual
1861, 120. residence and shall pay no dividend to a stockholder whose actual 1864, 201,
8 1. residence is unknown or uncertain until he informs the corpora- . $. 105,
$ 22 tion thereof.
SECTION 34. Every corporation shall, within fifteen days after List of stocka request in writting by a stockholder thereof, made not
than filed with thirty nor more than sixty days prior to the time fixed for the 1889, 223,
$ 3. annual meeting of stockholders, cause a complete list of the stock
(1 Op. A. G. holders as of the sixtieth day prior to the time so fixed, with the 278.] residence of and the number of shares belonging to each stockholder, to be made and filed in the office of the secretary of the .commonwealth. The list shall be in such form as the commissioner of corporations shall require or approve, and shall be signed and sworn to by the treasurer of the corporation or by some other officer cognizant of the facts specially appointed by the corporation to make the same. If a corporation and its treasurer or other officer so specially appointed omit or neglect to cause a list of stockholders to be so made and filed, they shall each forfeit not more than one thousand dollars to be recovered in the manner provided in section eighty-four of chapter one hundred and ten.
SECTION 35. All records of transfers of stock in any corpora- Records of tion which is created by the sole authority of this commonwealth
1847, 107. shall be made and kept therein. The officer of every such corpo
G. S. 68, $ 12.
P. S. 105, ration whose duty it is to record such transfers shall be a resident & 23. of this commonwealth at the time of his appointment; and if he ceases to be such resident, his office shall become vacant.
Acts of 1903, Chapter 423.
of stock in named as the stockholder in such certificate or by a pe on en- corporations. trusted by him with its possession for any purpose to a bona fide 179 Mass. 4:43. purchaser or pledgee for value, with a written transfer thereof, or
1910, 171. with a written power of attorney to sell, assign or transfer the same, signed by the person named as the stockholder in such certificate, shall be a sufficient delivery to transfer title as against all persons;
but no such transfer shall affect the right of the corpora
tion to pay any dividend due upon the stock, or to treat the holder of record as the holder in fact until it has been recorded upon the books of the corporation, or until a new certificate has been issued to the person to whom it has been so transferred. Such purchaser, upon delivery of the former certificate to the treasurer of the corporation, shall be entitled to receive a new certificate. Stock shall not be transferred upon the books of the corporation if
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 the name of the pledgor shall be stated thereon, who alone shall be liable as a stockholder, and entitled to vote thereon.
SECTION 2. Sections thirty-six, thirty-seven, thirty-eight and thirty-nine of chapter one hundred and nine, and, so far as they relate to the transfer of stock, section fifty-nine of chapter one hundred and eleven, section eighteen of chapter one hundred and twelve and section forty-two of chapter one hundred and twentythree of the Revised Laws are hereby repealed.
SECTION 3. This act shall take effect on the first day of August in the year nineteen hundred and three. [Approved June 12, 1903.
When to take effect.
Acts of 1910, Chapter 171.
TRANSFER OF TITLE.
Transfer of title.
SECTION 1. Title to a certificate and to the shares represented 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
(b) By delivery of the certificate and a separate document containing a written assignment of the certificate or a power of attorney to sell, assign, or transfer the same or the shares represented thereby, signed by the person appearing by the certificate to be the owner of the shares represented thereby. Such assignment or power of attorney may be either in blank or to a speci
The provisions of this section shall be applicable although the charter or articles of incorporation or code of regulations or bylaws of the corporation issuing the certificate and the certificate itself, provide that the shares represented thereby shall be trans
ferable only on the books of the corporation or shall be registered
SECTION 2. Nothing in this act shall be construed as enlarging How act
subject. ding a corporation,
(a) To recognize the exclusive right of a person registered on its books as the owner of shares to receive dividends, and to vote as such owner, or
(b) To hold liable for calls and assessments a person registered on its books as the owner of shares. SECTION 4. The title of a transferee of a certificate under a Title of
transferee, power of attorney or assignment not written upon the certificate, etc. and the title of any person claiming under such transferee, shall cease and determine it, at any time prior to the surrender of the certificate to the corporation issuing it, another person, for value in good faith, and without notice of the prior transfer, shall purchase and obtain delivery of such certificate with the indorsement of the person appearing by the certificate to be the owner thereof, or shall purchase and obtain delivery of such certificate and the written assignment or power of attorney of such person, though contained in a separate document. SECTION 5. The delivery of a certificate to transfer title in Delivery of
certificate. accordance with the provisions of section one, shall be effectual, except as provided in section seven, though made by one having no right of possession and having no authority from the owner of the certificate or from the person purporting to transfer the title.
SECTION 6. The indorsement of a certificate by the person ap- Indorsepearing by the certificate to be the owner of the shares represented thereby shall be effectual, except as provided in section seven, though the indorser or transferor,
(a) was induced by fraud, duress or mistake, to make the indorsement or delivery, or
(b) has revoked the delivery of the certificate, or the authority given by the indorsement or delivery of the certificate, or
(c) has died or become legally incapacitated after the indorsement, whether before or after the delivery of the certificate, or
(d) has received no consideration.
RESCISSION OF TRANSFER.
Rescission of transfer.
SECTION 7. If the indorsement or delivery of a certificate, (a) was procured by fraud or duress, or
(b) was made under such mistake as to make the indorsement or delivery inequitable; or
If the delivery of a certificate was made
(d) after the owner's death or legal incapacity, the possession of the certificate may be reclaimed and the transfer thereof rescinded, unless :
(1) The certificate has been transferred to a purchaser for value in good faith without notice of any facts making the transfer wrongful, or,
(2) The injured person has elected to waive the injury, or has been guilty of laches in endeavoring to enforce his rights.
Any court of appropriate jurisdiction may enforce specifically such right to reclaim the possession of the certificate or to rescind the transfer thereof and, pending litigation, may enjoin the further transfer of the certificate, or impound it.
SECTION 8. Although the transfer of the certificate or of shares represented thereby has been rescinded or set aside, nevertheless, if the transferee has possession of the certificate or of a new certificate representing part or the whole of the same shares of stock, a subsequent transfer of such certificate by the transferee, mediately or immediately, to a purchaser for value in good faith, without notice of any facts making the transfer wrongful, shall give such purchaser an indefeasible right to the certificate and the shares represented thereby.
Subsequent transfer to be effectual in certain cases.
INCOMPLETE TRANSFER. SECTION 9. The delivery of a certificate by the person appearing by the certificate to be the owner thereof without the indorsement requisite for the transfer of the certificate and the shares represented thereby, but with intent to transfer such certificate or shares shall impose an obļigation, in the absence of an agreement to the contrary, upon the person so delivering, to complete the transfer by making the necessary indorsement. The transfer shall take effect as of the time when the indorsement is actually made. This obligation may be specifically enforced.
SECTION 10. An attempted transfer of title to a certificate or to the shares represented thereby without delivery of the certifi
Effect of attempted transfer, etc.
cate shall have the effect of a promise to transfer, and the obli-
(a) That the certificate is genuine,
(c) That he has no knowledge of any fact which would impair
In the case of an assignment of a claim secured by a certificate, the liability of the assignor upon such warranty shall not exceed the amount of the claim.
SECTION 12. A mortgagee, pledgee, or other holder for se- Mortgagee, curity of a certificate who in good faith demands or receives pay
pledgee, etc. ment of the debt for which such certificate is security, whether from a party to a draft drawn for such debt, or from any other person, shall not by so doing be deemed to represent or to warrant the genuineness of such certificate, or the value of the shares represented thereby.
ATTACHMENT. SECTION 13. No attachment or levy upon shares of stock. for which a certificate is outstanding shall be valid until such certi- ment, etc. ficate be actually seized by the officer making the attachment or levy, or be surrendered to the corporation which issued it, or its transfer by the holder be enjoined. Except where a certificate is lost or destroyed, such corporation shall not be compelled to issue a new certificate for the stock until the old certificate is surrendered to it. SECTION 14. A creditor whose debtor is the owner of a certi- Aid to cred
itor, etc. ficate shall be entitled to such aid from courts of appropriate jurisdiction, by injunction and otherwise, in attaching such certificate or in satisfying the claim by means thereof as is allowed at law or in equity, in regard to the property which cannot readily be attached or levied upon by ordinary legal process.
SECTION 15. There shall be no lien in favor of a corporation Liens. upon the shares represented by a certificate issued by such corporation, and there shall be no restriction upon the transfer of