1870, 224, $56; 353, 1879, 202, § 2. P. S. 106, 1896, 544, $1. ized for the purpose of manufacturing, buying, selling, G. S. 61, § 16. distributing or dealing in artificial cold and refrigerating and cooling materials and corporations organized for any of the purposes mentioned in section nine may, with the consent in writing of the mayor and aldermen of a city or the selectmen of a town, dig up and open the ground in any of the streets, lanes and highways thereof, so far as is necessary to accomplish the objects of the corporation; but such consent shall not affect the right or remedy to recover damages for an injury caused to persons or property for steam by the acts of such corporations. They shall put all such streets, lanes and highways into as good repair as they were in when opened; and upon failure so to do within a reasonable time, shall be guilty of a nuisance. Revised Laws, Chapter 47, § 21. SECTION 21. No state highway shall be dug up for laying or placing pipes, sewers, poles, wires or railways or for other purposes, and no tree shall be planted or removed or obstruction placed thereon, without the written permit of the highway commission, and then only in accordance with the regulations of said commission; and the work shall be done under the supervision and to the satisfaction of said commission, and the entire expense of replacing the highway in as good condition as before shall be paid by the persons to whom the permit was given or by whom the work was done; but a city or town may dig up such state highway without such approval of the highway commission in case of immediate necessity; but in such cases it shall be forthwith replaced in as good condition as before at the expense of the city or town. Said commission shall give suitable names to the state highways, and may change the name of any way which becomes a part of a state highway. They shall erect suitable guide posts at convenient points along state highways. 1899, 453. 12 Allen, 75. See as to con 188 Mass. 244. duits, etc., and hot water. 1909, 103. companies, repay dam 1860, 121. SECTION 77. If a person who is injured in his person Gas light or property by a defect in a highway which is caused by etc., liable to the operations of a company or corporation described in ages, etc. the preceding section in laying down or repairing its pipes P. S. 106, or otherwise obstructing such way recovers damages there- $76 for of the city or town wherein such injury is received, $2. such city or town shall, if such company or corporation is liable for said damages and has reasonable notice to appear and defend the original action, be entitled to recover 1896, 544, See as to con duits, etc., hot water, for steam and 1909, 103. Gas light companies, etc. to be regulated by selectmen, etc. 1855, 146, § 3. of such company or corporation the damages so recovered from it with the taxable costs of both parties in such action. SECTION 78. The mayor and aldermen of a city or the selectmen of a town in which pipes or conductors of such company or corporation are sunk may regulate, restrict and control all acts and doings of such company or corporation which may in any manner affect the health, safety, convenience or property of the inhabitants of such for steam and city or town. G. S. 61, § 17. 1870, 224, R. S. 106,877. See as to conduits, etc., hot water. 1909, 103. Other companies may hold gas stock. 1855, 146, § 4. G. S. 61, § 18. 1870, 224, $58. Gas for heat ing, etc., pur- Interest upon guaranty funds. 1901, 470. SECTION 79. A manufacturing or other corporation which has its place of business in a city or town in which a gas light corporation proposes to manufacture gas for light may hold not more than ten per cent of the capital stock of such gas corporation. P. S. 106, § 78. R. L. 126, § 11. SECTION 80. Corporations which are organized under the provisions of section nine for the purpose of making, selling and distributing gas for heating, cooking, chemical and mechanical purposes shall have all the powers and privileges and be subject to all the duties, restrictions and liabilities of gas light companies under the general laws. Gas used for such purposes, except illuminating gas as defined by section fourteen of chapter fifty-eight, shall not be used for domestic purposes unless connected with a chimney or flue having direct connection with the open air. Whoever violates the provisions of this section shall be punished by a fine of not more than twenty dollars for each offence. SECTION 81. If a corporation which has a franchise in and the use of the public streets of a city or town for the supply and distribution of gas, water, electric light or power, or for the maintenance of communication by wire or otherwise, holds for a longer period than six months money which is collected in advance from its customers to guarantee it against loss of charges or tolls, it shall pay annually upon said guaranty fund interest at the rate of four per cent per annum to the depositor thereof, which shall be applied to the payment of charges and tolls by said depositors. The annual return required of such corporation by section fifty-one shall include a true statement of all moneys, and of the value of any collateral, so held as a guaranty for the payment of charges or tolls, specifying the amount so deposited by the inhabitants of each city or town. If such corporation fails or neglects to make such return or fails, neglects or refuses to pay such interest it shall be punished by a fine of not less than one hundred nor more than five hundred dollars for each offence. CONFIRMATION OF ORGANIZATION OR PROCEEDINGS. of organiza 1855, 478, G. S. 61, § 4. 1874, 349, $1, last cl. P. S. 106, SECTION 82. If doubts arise as to the legality of the Confirmation organization of a corporation which was intended to be tion. formed under the provisions of chapter sixty-one of the $3. General Statutes or of any general or special statute con- 1866, 290, ferring similar rights upon corporations organized under 1870, 224, its provisions, its stockholders, at a special meeting called 16 for the purpose in the manner provided in section seventeen or by a justice of the peace upon the written request therefor of a majority of the acting directors, may by vote confirm such organization and all proceedings under it, and by so doing and depositing and filing a copy of such vote in the office of the secretary of the commonwealth, such corporation and its subsequent acts shall be held legal and valid, as if the original organization had been legal. $79. of subsequent 1874, 349, $2. P. S. 106, SECTION 83. If doubts arise as to the legality of the Confirmation organization of any corporation created by special charter proceedings. for a purpose mentioned in this chapter, which is in the exercise of its franchise, or as to the regularity or suffi- 80. ciency of the proceedings of any such corporation, whether created by special charter or formed under general laws, in consequence of failure subsequent to the organization to comply with the directions or requirements of any statute, the stockholders, at a special meeting called for the purpose in the manner provided in the preceding section, may by vote confirm such defective proceedings and all subsequent proceedings of the corporation dependent thereon. The clerk shall thereupon make a certificate under oath setting forth the particular matters especially causing the doubt, and a copy of the call of the meeting and of the vote of the stockholders, and the date of holding the meeting, which he shall present to the commissioner of corporations, who shall examine the same, and, if he finds that the provisions of this section have been complied with, shall so certify by indorsement thereon. Upon filing the certificate so indorsed in the office of the secretary of the Warrants of against cor- R. S. 44, § 20. 1847, 259, § 5. G. s. 68, § 24. P. S. 105, § 29. Attachment of franchise on mesne process. 1810, 131, § 3. R. S. 44, § 11. Sale of, on execution, etc. 1810, 131, § 1. 1824, 121, § 1. R. S. 44, § 12. P. S. 105, § 31. 1824, 121, R. S. 44, § 13. P. S. 105, § 32. commonwealth, such proceedings shall be taken to be legal and valid as fully as if the requirements of the statutes had been complied with. Revised Laws, Chapter 109, §§ 41 to 57, inclusive. ATTACHMENT AND SALE OF FRANCHISE. SECTION 41. If, by an order of county commissioners or by the verdict of a jury, damages have been assessed for an injury to property by the doings of any corporation which is authorized to receive toll, except a railroad corporation, and the damages remain unpaid for thirty days after the order or verdict, the owner thereof may have a warrant of distress against the corporation for such damages, with interest thereon and costs. SECTION 42. The franchise of a corporation which is authorized to receive toll, and all the rights and privileges thereof, shall be liable to attachment on mesne process. G. S. 68, § 25. 171 Mass. 61. SECTION 43. If a judgment is recovered against a corporation which is authorized to receive toll, its franchise and all the rights and privileges thereof, so far as relate to the receiving of toll, and all other corporate property, real and personal, may be taken on execution or warrant of distress and sold by public auction. SECTION 44. The officer who has such execution or warrant of distress shall, thirty days at least before the sale of any franchise or other corporate personal property, give notice of the time and G. S. 68. § 27. place of sale by posting a notice thereof in the city or town in which the corporation is established or has its principal place of business, and by causing an advertisement of the sale, stating the name of the creditor, the amount of the execution or warrant of distress, and the time and place of sale, to be inserted three weeks successively in a newspaper, if any, published in said city or town; otherwise in a newspaper published in the county in which such city or town is situated; the last publication to be at least four days before the sale. Adjournment. R. S. 44, § 14. G. S. 68, § 28. Highest bid- R. S. 44, § 15. P. S. 105, SECTION 45. The officer who levies such execution or warrant of distress may adjourn the sale for not more than seven days, and So from time to time until the sale is completed. SECTION 46. In the sale of such franchise, the person who satisfies the execution or warrant of distress with all legal fees and expenses thereon and who agrees to take such franchise for the G. S. 68, 29. shortest period of time and to receive during that time all such toll as the corporation would by law be entitled to demand shall be considered the highest bidder. § 34. SECTION 47. The officer's return on the execution or warrant of distress shall transfer to the purchaser all the privileges and immunities of the corporation, so far as relate to the right of demanding toll; and the officer shall, immediately after the sale, deliver to the purchaser an attested copy of the execution or warrant and the return thereon, which shall entitle said purchaser or his assigns to demand and receive to his own use all the toll which accrues within the time limited by the term of his purchase, in the same manner and under the same regulations as the corporation was before authorized to demand and receive the same. corpora SECTION 48. A purchaser of the franchise of a corporation under a sale upon execution or warrant of distress, or his assigns, may recover in an action of tort any penalties imposed by law for an injury to the franchise or for other cause which such tion would have been entitled to recover during the time limited in the purchase of the franchise; and during that time, the corporation shall not be entitled to prosecute for such penalties. SECTION 49. The corporation whose franchise has been so sold shall in all other respects retain its powers, be bound to the performance of its duties and be liable to the same penalties and forfeitures as before the sale. SECTION 50. The corporation may, at any time within three months after the time of sale, redeem the franchise by paying or tendering to the purchaser or his assigns the amount which he paid, with twelve per cent interest thereon, but without any allowance for the toll which he has received; and upon such payment or tender, the franchise and all the rights and privileges thereof shall revert and belong to the corporation as if no such sale had been made. SECTION 51. All proceedings under the provisions of the ten preceding sections shall be in the county in which the creditor resides or the corporation is established or has its principal place of business. DISSOLUTION OF CORPORATIONS. corporations. §§ 1, 3. 1852, 55, G. S. 68. § 35. P.S. 105, § 40. SECTION 52. If a majority in number or interest of the mem- Dissolution of bers of a corporation desire to close its affairs, they may file a petition therefor in the supreme judicial court or the superior court, setting forth in substance the grounds of their application, and the court, after notice to parties interested and a hearing, may decree a dissolution of the corporation. A corporation so dissolved shall be held to be extinct in all respects as if its corporate existence had expired by its own limitation. Gray, 119, 393. 9 Gray, 34. 119 Mass. 447. |