or restrictions or qualifications thereof as shall be fixed and determined in the by-laws at the organization of the corporation; or after organization, by a two thirds vote of all the stock, or by a by-law adopted by a two thirds vote of all the stock, at a meeting duly called for the purpose. visions of law SECTION 2. Such stock shall be issued subject to all general Certain prolaws of the Commonwealth governing the issue of capital stock; to apply. and each certificate subsequently issued of stock in the corporation shall have fully and plainly printed thereon the by-law or vote of the corporation authorizing the issue of preferred stock. SECTION 3. This act shall take effect upon its passage. [Approved June 5, 1902. stock. 1886, 209, § 1. SECTION 37. A corporation which is subject to the pro- Employees' visions of this chapter may, by a vote of its general stockholders at a meeting called for the purpose, issue employees' stock to be held only by the employees of such corporation. The par value of the shares of such employees' stock shall be ten dollars, and the purchasers thereof may pay for them in monthly instalments of one dollar upon each share. The total amount of such employees' stock outstanding at any time shall not exceed two-fifths of the actual capital paid in on the general and employees' stock. employees' stock. 1886, 209, SECTION 38. If a dividend is paid by such corporation Dividends on to its stockholders, the holders of employees' stock shall receive upon each share which has been paid for in full 2. in time to be entitled to a dividend, an amount which shall bear such proportion to the amount paid as a dividend upon each share of the general stock of such corporation as the par value of the shares of such employees' stock bears to the par value of the shares of such general stock. Transfer of §3. employees' 1886, 209, SECTION 39. The shares of employees' stock shall not be sold or transferred except to an employee of such cor- stock. poration or to the corporation itself. A corporation which issues employees' stock may prescribe by its by-laws the number of shares which may be held by any one employee and the method of transfer and redemption of such stock as is held by any person after he ceases to be an employee of the corporation. upon shares. SECTION 40. Every corporation which is subject to the Assessments provisions of this chapter may, from time to time at a legal meeting called for the purpose, assess upon each share such amount of money as it considers proper, 1808, 65, § 5. R. S. 38, § 13. 1829, 53, § 5. not exceed G. S. 60, § 14. Notice of sale, and deed of shares sold. 1808, 65, § 5. 1829, 53, § 5. R. S. 38, § 15. 1870, 224, ing in the whole the par value thereof, unless the price is fixed as provided by section thirty of chapter one hundred and nine, and, in such case, not exceeding said price. Such assessments shall be paid to the treasurer at such times and by such instalments as the corporation directs. SECTION 41. If the stockholder neglects to pay an amount duly assessed on his shares for thirty days after the time appointed for payment, the treasurer of the corporation may sell by public auction a sufficient number thereof to pay all assessments then due from him with necessary and incidental charges. 14 Pick. 483. SECTION 42. The treasurer shall give notice of the time and place appointed for such sale, and of the amount due on each share, by advertising the same three weeks sucG. S. 60, 16. cessively before the sale in a newspaper, if any, published in the county in which the corporation is established; otherwise in a newspaper published in an adjoining county; and a deed of the shares so sold, made by the treasurer and acknowledged before a justice of the peace and recorded as provided in section twenty-eight, shall transfer said shares to the purchaser, who shall be entitled to a certificate therefor. Capital stock, payment of. R. S. 38, §§ 16, 17. 1851, 133, § 4. 1857, 276, § 1. SECTION 43. A corporation which is subject to the pro1829, 53, § 6. visions of this chapter shall not commence the transaction of the business for which it was organized or chartered until the whole amount of its capital stock has been paid in and a certificate of that fact, and of the manner in 17, 18; 61, which the same has been paid in and, at the time of making the certificate, been invested or voted by the corporation to be invested, signed and sworn to by the president, treasurer and a majority of the directors, has been filed in the office of the secretary of the commonwealth. G. S. 60, § 8. § 8. 1870, 224, § 32. 1875, 177. § 2. P. S. 106, § 46. 6 Met. 114. how paid in. 1829, 58, § 8. G. S. 60, § 14. 1875, 177, P. S. 106, §§ 47, 48. 101 Mass. 381. 127 Mass. 564. 155 Mass. 184. 180 Mass. 329. 195 Mass. 463. SECTION 44. The capital stock, except as provided in this and the following section, shall be paid in in cash. The conveyance to the corporation of real or personal property at a fair valuation shall be a sufficient paying in of its capital stock to the extent of such value, if a statement, made, signed and sworn to by its president, treasurer and a majority of its directors, giving a description of such property and the value at which it has been taken in payment, in such detail as the commissioner of corpo rations shall require or approve, and indorsed with his certificate that he is satisfied that said valuation is fair and reasonable, is filed with the secretary of the commonwealth. Such statement shall be included in the certificate of payment of capital required by the preceding section. No note or obligation given by a stockholder, whether secured by pledge or otherwise, shall be considered as payment of any part of the capital stock. (See Revised Laws, chapter 109, §§ 20, 30, 31, and Acts of 1909, chapter 477, pages 18, 20 and 21.) SECTION 45. If the corporation was organized for the purpose of acquiring claims against, or property of, a bankrupt or insolvent corporation, or property conveyed by it for the benefit of its creditors, as provided in section fourteen, any such claims or property may be assigned and conveyed to the corporation in payment for shares of its capital stock at a fair and reasonable valuation, to be determined and approved by the commissioner as provided in the preceding section; and his decision that such valuation is fair and reasonable, when made and certified as therein required, shall be final. No claim shall be so assigned or conveyed after three years from the date when the original corporation was adjudicated bankrupt or insolvent or made such assignment for the benefit of its creditors. Revised Laws, Chapter 109, § 40. SECTION 40. Each corporation in this commonwealth shall, once in every five years, publish three times successively in a newspaper in the city of Boston, and also in a newspaper, if any, in the county in which the corporation is established, a list of all dividends which have remained unclaimed for two years or more and the names of the persons to whose credit such dividends stand. Business of Corporation. pro Business powers of 1851, 133, 1855, 478, SECTION 46. A corporation which is subject to the visions of this chapter may in its corporate name purchase, corporations. hold and convey real and personal property necessary for $7. the purposes of its organization; may carry on its business, $1. or so much thereof as is convenient, beyond the limits of G. S. 61, § 7. this commonwealth, and may there purchase and hold real or personal property necessary for conducting its business; but it shall not direct its operations or appropriate its 1857, 24. § 2. 1866, 290, 1870, 224, PS, 106, §§ 23, 50. Change of corporate business. 1875, 177, § 4. P. S. 106, § 51. 1885, 310. Amended. 1910, 124. Gas com panies may etc. 1879, 202, § 2. P. S. 106, § 52. 1885, 240, § 1. funds to any other purpose than that specified in its agreement of association or its charter, as the case may be, except as provided in section seven of chapter one hundred and nine and in the three following sections. No conveyance or mortgage of its real property, or lease thereof for more than one year, shall be made unless authorized by a vote of the stockholders at a meeting called for the purpose. SECTION 47. A corporation which is subject to the provisions of this chapter may, by a vote of all its stockholders at a meeting duly called for the purpose, alter, add to or change the business for the transaction of which it was incorporated, but it shall not engage in any business which is not authorized by the provisions of this chapter, and if incorporated for the purpose of making, selling or distributing gas for light or for heating, cooking, chemical and mechanical purposes, it shall not engage in the business of making or selling electricity for light, heat or power, unless duly authorized to engage therein as provided in section fourteen of chapter one hundred and twenty-one of the Revised Laws, and if incorporated for the purpose of making or selling electricity for light, heat or power, it shall not engage in the business of making, selling or distributing gas for light or for heating, cooking, chemical and mechanical purposes. A certificate setting forth such alteration, addition or change, signed and sworn to by the president, treasurer and a majority of the directors, shall be filed in the office of the secretary of the commonwealth. SECTION 48. Any gas company which was organized furnish steam, or chartered before the ninth day of April in the year eighteen hundred and seventy-nine may engage in the business of making, selling and distributing gas for heating, chemical and mechanical purposes, or of generating or furnishing steam or hot water for heating, cooking and mechanical power in a city or town, by a vote of four-fifths of the stockholders representing not less than two-thirds of the stock, at a meeting duly called for that purpose, upon filing in the office of the secretary of the commonwealth a certificate as provided in the preceding section. Free beds in hospitals. 1889, 258. SECTION 50. A manufacturing corporation may, by a vote of a majority of the stock represented at a meeting of the stockholders thereof, appropriate not more than five thousand dollars or an annual sum of not more than five hundred dollars for the support of free beds in one or more hospitals in this commonwealth, for the use of its employees. Certificates and Returns. safe tificate of 1851, 133, 1857, 276. 1855, 68, § 3. §§ 23, 24; 1862, 210. § 6. 1870, 224, 133, 1871, 110, $$ 4,5 1874, 349, SECTION 51. Every corporation chartered by this com- Annual cermonwealth or organized under the general laws for the condition. purpose of business or profit, which has a capital stock R. S. 38, § 22. divided into shares, except banks, co-operative banks, sav- 1838, 177. ings banks and institutions for savings, insurance com- 18. panies, including the Massachusetts Hospital Life Insurance Company, steam and street railway companies, deposit and trust companies and the Collateral Loan Company, shall annually file in the office of the secretary of the commonwealth, within thirty days after the date fixed in its by-laws for its annual meeting last preceding the date of such certificate, or within thirty days after the final adjournment of said meeting, but not more than three months after the date so fixed for said meeting, a certificate signed and sworn to by its president, treasurer and at least a majority of its directors, stating the date of holding such meeting, the amount of capital stock as it then stands fixed by the corporation, the amount then paid in, the name of each shareholder and the number of shares standing in his name, and the assets and liabilities of the corporation, in such form, with such detail and of such date as the commissioner of corporations shall require or approve. Such certificates shall, by the act of filing, be considered as recorded and shall be preserved by the secretary in book form convenient for reference. SECTION 52. Such certificate of a corporation which has a capital stock of one hundred thousand dollars or more shall be accompanied by a written statement under oath by an auditor to be employed by a committee of three stockholders who are not directors which shall be selected at the annual meeting of the stockholders, or, if there are less than three stockholders other than directors, to be employed by the directors, stating that such certificate represents the true condition of the affairs of said corporation as disclosed by its books at the time of making such audit. The statement of the auditor shall be filed by him with said certificate in the office of the secretary of the commonwealth and shall be attached to and form a part of said $1 P. S. 106, $54. 1887, 225. 1890, 199. 1896, 369. Verification 1897, 492. by auditor. 1898, 64. |