stockholders. 1829, 53, § 15. G. S. 60, § 7. 1870, 224, SECTION 26. Every such corporation may determine Quorum of by its by-laws what number of stockholders shall attend, either in person or by proxy, or what number of shares or amount of interest shall be represented at any meeting, to constitute a quorum. If the quorum is not so determined, a majority in interest of the stockholders shall constitute § 28. a quorum. 29: 106, § 20. 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. 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. 109 Mass. 103, 506. 123 Mass. 32. 147 Mass. 569. 198 Mass. 421. a 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 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 porations to R. S. 38, G. S. 60, § 1; subject to repeal. alteration or 1830, 81. P. S. 105, R. S. 38, § 36; 44, § 23. G. S. 68, § 41. §§ 2, 3. 6 Cush. 424. 4 Gray, 227. 13 Gray, 239. 4 Allen, 198. 23 Pick. 334. 9 Cush. 604. 15 Gray, 106. 5 Allen, 230. 11 Allen, 268. 13 Allen, 29. 103 Mass. 254. 104 Mass. 446. Election of R. S. 44, § 5. etc., may vote. 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. SECTION 6. Every corporation may convey land to which it has a legal title. G. S. 68, § 8. P. S. 105, § 6. 11 Allen, 65. 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 R. S. 38, § 35. of the corporation, and may vote as a stockholder. 1838, 98, § 2. § 12. G. S. 68, § 11. P. S. 105, § 13. 9 Cush. 192. 101 Mass. 398. Capital Stock. Stockholder to have certificate of 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. stock. 1829, 53, § 3. Transfer of shares. Lost certificates. 1808, 65, § 4. 1829, 53, § 4. R. S. 38, § 12. 1846, 45. 1870, 224, 13. $ 26. P. S. 106, § 30. 12 Gray, 213. 8 Allen, 15. 138 Mass. 240. List of stockholders open to inspection. 1858, 144. G. S. 68, § 10. P. S. 105, § 21. 1852, 180. 1870, 224, § 23. 1874, 349, § 1. P. S. 106, § 29. SECTION 28. Shares may be transferred by the stockholder by an instrument in writing signed by him, which shall be recorded by the clerk in a book to be kept for that 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. Such officer who refuses so to exhibit such list shall forfeit fifty dollars for each offence. SECTION 33. Every corporation shall record the names and residences of all its stockholders, and all changes therein of which it is notified, shall issue no certificate of stock to a stockholder or purchaser of a share until he informs the corporation of his actual residence and shall pay no dividend to a stockholder whose actual residence is unknown or uncertain until he informs the corporation thereof. List of stockfiled with holders to be secretary. 1889, 222, § 3. [1 Op. A. G. SECTION 34. Every corporation shall, within fifteen days after a request in writting by a stockholder thereof, made not less than thirty nor more than sixty days prior to the time fixed for the annual meeting of stockholders, cause a complete list of the stockholders 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. transfers. 1847, 107. P. S. 105, SECTION 35. All records of transfers of stock in any corpora- Records of tion which is created by the sole authority of this commonwealth shall be made and kept therein. The officer of every such corporation whose duty it is to record such transfers shall be a resident 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. An Act relative to the Transfer of Stock in Corporations. SECTION 1. The delivery of a certificate of stock by the person named as the stockholder in such certificate or by a person entrusted by him with its possession for any purpose to a bona fide purchaser or pledgee for value, with a written transfer thereof, or 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 G. S. 68, § 12. § 23. Repeal. When to take effect. Transfer of title. 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 any 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. August in the June 12, 1903. This act shall take effect on the first day of year nineteen hundred and three. [Approved Acts of 1910, Chapter 171. An Act to make Uniform the Law of Transfer of Shares of Stock in Corporations. 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 specified person. 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 by a registrar or transferred by a transfer agent. shall be construed. SECTION 2. Nothing in this act shall be construed as enlarging How act the powers of an infant or other person lacking full legal capacity, or of a trustee, executor or administrator, or other fiduciary, to make a valid indorsement, assignment or power of attorney. SECTION 3. Nothing in this act shall be construed as forbidding 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. Same subject. 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. certificate. SECTION 5. The delivery of a certificate to transfer title in Delivery of 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. ment. 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. |