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shares so represented by virtue of any by-law of such corporation, or otherwise, unless the right of the corporation to such lien or the restriction is stated upon the certificate.

Alteration and loss of certificate, etc.

Jurisdiction of courts, etc.

ALTERATION AND LOSS OF CERTIFICATES. SECTION 16. The alteration of a certificate, whether fraudulent or not and by whomsoever made, shall not deprive the owner of his title to the certificate and the shares originally represented thereby, and the transfer of such a certificate shall convey to the transferee a good title to such certificate and to the shares originally represented thereby.

SECTION 17. Where a certificate has been lost or destroyed, a court of competent jurisdiction may order the issue of a new certificate therefor on service of process upon the corporation and on reasonable notice by publication, and in any other way which the court may direct, to all persons interested, and upon satisfactory proof of such loss or destruction and upon the giving of a bond with sufficient surety to be approved by the court to protect the corporation or any persons injured by the issue of the new certificate from any liability or expense, which it or they may incur by reason of the original certificate remaining outstanding. The court may also in its discretion order the payment of the corporation's reasonable costs and counsel fees.

The issue of a new certificate under an order of the court as provided in this section, shall not relieve the corporation from liability in damages to a person to whom the original certificate has been or shall be transferred for value without notice of the proceedings or of the issuance of the new certificate.

Issue of new
certificate
not to relieve
from liability,
etc.

GENERAL PROVISIONS.

General provisions.

Interpretation of act.

SECTION 18. In any case not provided for by this act, the rules of law and equity, including the law merchant, and in particular the rules relating to the law of principal and agent, executors, administrators and trustees, and to the effect of fraud, misrepresentation, duress or coercion, mistake, bankruptcy, or other invalidating cause, shall govern.

SECTION 19. This act shall be interpreted and construed in such manner as to effectuate its general purpose to make uniform the law of those states which enact it.

SECTION 20. A certificate shall be deemed to be indorsed when an assignment or a power of attorney to sell, assign, or transfer the certificate or the shares represented thereby is written on the certificate and signed by the person appearing by the certificate

Indorsement of certificate, etc.

whom certifi.

to be the owner of the shares represented thereby, or when the signature of such person is written without more upon the back of the certificate. In either of such cases a certificate shall be deemed to be indorsed though it has not been delivered.

SECTION 21. The person to whom a certificate was originally Person to issued shall be deemed to be the person appearing by the certi- cate was ficate to be the owner thereof, and of the shares represented issued to be thereby, until and unless he indorses the certificate to another

deemed the specified person, and thereupon such other specified person shall be deemed to be the person appearing by the certificate to be the owner thereof until and unless he also indorses the certificate to another specified person. Subsequent special indorsements may be made with like effect.

owner, etc.

defined.

66

DEFINITIONS. SECTION 22. (1) In this act, unless the context or subject Certain terms matter otherwise requires

Certificate means a certificate of stock in a corporation organized under the laws of this state or of another state whose laws are consistent with this act.

Delivery" means voluntary transfer of possession from one person to another.

" Person ” includes a corporation or partnership or two or more persons having a joint or common interest.

To “purchase” includes to take as mortgagee or as pledgee. “ Purchaser” includes mortgagee or pledgee.

“Shares” means a share or shares of stock in a corporation organized under the laws of this state or of another state whose laws are consistent with this act.

“ State” includes state, territory, district and insular possession of the United States. 66 Transfer

means transfer of legal title. Title means legal title, and does not include a merely equitable or beneficial ownership or interest.

“ Value” is any consideration sufficient to support a simple contract. An antecedent or pre-existing obligation, whether for money or not, constitutes value where a certificate is taken either in satisfaction thereof or as security therefor.

(2) A thing is done in “good faith” within the meaning of this act, when it is in fact done honestly, whether it be done negligently or not. SECTION 23. The provisions of this act shall apply only to To apply

only to certificates issued after the act takes effect.

tificates.

certain cer

Repeal,

Uniform Stock Transfer Act.

SECTION 24. All acts and parts of acts inconsistent herewith are hereby repealed.

SECTION 25. This act may be cited as the Uniform Stock Transfer Act.

SECTION 26. This act shall take effect upon its passage. [Approved March 5, 1910.

Capital stock of companies specially chartered, how limited

$ 3.

SECTION 29. The amount of the capital stock of every corporation which is established by special charter and

which is subject to the provisions of this chapter, shall, 1829, 53, 3. at the first meeting of the corporation, unless the charter

otherwise provides, be fixed and limited by the corporation and divided into shares, of which a record shall be made by the clerk.

R. S. 38, § 9.
G. S. 60, $ 9.
1870, 224,
$ 22.
P. S. 106,
§ 32.
6 Gray, 586.

Par value of shares. 1860, 128,

1. 1867, 131. 1870, 224, $ 7. 1873, 37. 1878, 86. P. S. 105, § 16; 106, $ 31. 1894, 500. 1898, 503, $ 2.

Revised Laws, Chapter 109, § 18. SECTION 18. The par value of shares in the capital stock of a corporation, if organized for any of the purposes mentioned in sections five, six, eleven and thirteen of chapter one hundred and ten, may be such amount, not less than twenty-five nor more than one hundred dollars, as may be fixed in its agreement of association, and if organized for any of the purposes mentioned in sections seven and eight of said chapter, may be one hundred dollars or any other amount fixed in its agreement of association. Such corporation may, at a meeting of stockholders called for the purpose, change the par value of its shares if a certificate of such change shall, within ten days thereafter, be made, signed and sworn to by its president, treasurer and a majority of its directors, or other officers having the powers of directors, and, having been approved as to its form by the commissioner of corporations, be filed in the office of the secretary of the commonwealth. The par value of the shares of the capital stock of all other corporations, unless otherwise expressly provided by law, shall be one hundred dollars, and any corporation which may be organized with shares of a par value other than one hundred dollars may, in like manner, change the par value to that amount.

Capital stock,
how in
creased or
reduced.
1829, 53, § 3.
R. S. 38, § 8.

SECTION 30. The capital stock of every corporation which is subject to the provisions of this chapter, the

amount whereof has been fixed and limited by such cor1851, 133, g 8. poration according to law, shall remain so fixed, subject

to increase or reduction pursuant to the provisions of this 1870, 224,

chapter.

G. S.'60, § 8; 61, § 6.

$ 21.
P. S. 106, $ 33.

1870, 224,
$ 24.
1871, 110,

1873, 39, $ 2.

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SECTION 31. Every corporation which is subject to the Increase and provisions of this chapter, unless otherwise expressly pro- capital stock. vided, at a meeting called for the purpose, may increase or 133, 10. reduce the amount of its capital stock and the number of R 1:38 shares therein, within the amount limited by its charter, 1851, 133, if a chartered corporation, and by the provisions of this 1855, 478, chapter, if organized under general laws. The limitation 1857, 24. of such increase for such mechanical or manufacturing & 11, 21; corporations, except those created for distilling or manu- 1865, 283, facturing intoxicating liquors, shall be the amount deter- 1866, 290, mined by the stockholders at a meeting called for the 157 purpose. The capital stock of a corporation which is established in this commonwealth and is subject to taxation 24 under the provisions of section forty-nine of chapter four- 1875, 177, teen shall not be reduced except upon application to the P. S. 13, § 43 ; supreme judicial court. Written notice of such applica- 1899, 199, tion shall be given to the tax commissioner and to the at- $ 2. torney general at least ten days before the hearing. (See Revised Laws, chapter 109, $$ 24, 26, 27 and 28 on pages 18-21.)

SECTION 32. A corporation which is created by special Certain cor: charter for the purpose of carrying on any mechanical or increase and manufacturing business and which has not accepted the capital. provisions of this chapter or the corresponding provisions $2. of earlier laws, and a corporation which is created by spe- 1875, 177, cial charter for the purpose of mining whether otherwise . S. 106, subject to the provisions of this chapter or not, [and, sub- 3 en ject to the provisions of section twenty-four of chapter one 1908, 534. hundred and nine, a corporation which is created by special charter or organized under general laws for the purpose of making and selling gas for light in a city or town, whether otherwise subject to the provisions of this chapter or not] may increase its capital stock to an amount not exceeding one million dollars, and may reduce the same, subject to the provisions of this chapter. A corporation which is created by special charter or organized under general laws for the purpose of making and selling gas or electricity for light, heat or power in a city or town, whether otherwise subject to the provisions of this chapter or not, may increase its capital stock from time to time by such amounts as may be authorized by the board of gas and electric light commissioners in accordance with the provisions of section twenty-four of chapter one hun

INS uch

1871, 110,

1873, 39, § 2.

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Amended.

Certain corporations

may hold

1871, 110, $ 3.

P. S. 106, § 36.

new shares.
1870, 179.
1871, 109.
1877, 230,
$ 3.
P. S. 106,
§ 37.
132 Mass. 76.

349.

dred and nine, and may reduce the same, subject to the provisions of this chapter.

SECTION 33. A mechanical, manufacturing or gas cor

poration whose capital stock is increased under the provireal property.

sions of the preceding section may hold real property 1873, 39, $ 2. necessary for the purposes for which it was organized.

SECTION 34. If a corporation which is subject to the Disposition of provisions of this chapter, except a co-operative associa

tion or a corporation mentioned in section thirty of chapter one hundred and nine, increases its capital stock, its directors shall give written notice of such increase to each

of stockholders in the manner provided in section 168 Mass. 345, twenty-nine of chapter one hundred and nine, and each

stockholder may take his proportion of the new shares as is provided in said section. The shares which are not so taken may be sold or issued in such manner as its stockholders may by vote direct; but no shares shall be so sold or issued for a less amount than the par value thereof. (See Acts of 1909, chapter 477, as amended by Acts of 1910, chapter 374, on page 21.)

SECTION 35. If a co-operative association increases its capital stock the new shares may be sold or issued in such manner as the stockholders may by vote direct, but not for a less amount than the par value thereof. P. S. 106, $ 38.

SECTION 36. A corporation which is subject to the provisions of this chapter may, by a vote of three-fourths of its general stockholders at a meeting duly called for the

purpose, issue special stock, the total amount of which 15 Gray, 274, outstanding at any time shall not exceed two-fifths of the

actual capital paid in on the general and special stock, and shall be subject to redemption at par after a fixed time which shall be expressed in the certificates. Holders of special stock shall be entitled to receive, and the corporation shall be bound to pay thereon, a fixed half-yearly sum or dividend, which shall be expressed in the certificates, not exceeding four per cent, and they shall not be liable for the debts of the corporation beyond their stock.

Disposition
of new shares
of co-opera-
tive associa-
tions.
1871, 109.
1877, 230,
$ 3.
Special stock.
1855, 290.
G. S. 60, § 12,
1870, 224,
§ 25.
P. S. 106,
§ 42.

136 Mass. 207. 139 Mass. 5.

Corporations may issue preferred stock to certain amounts, etc.

Acts of 1902, Chapter 441.
An Act to authorize Corporations to issue Preferred Stock.

SECTION 1. Every corporation organized under the laws of this Commonwealth shall have power to issue preferred stock to an amount not exceeding at any time the amount of the general stock then outstanding, with such preferences and voting powers

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