as hereinbefore provided, shall cause written notice of such increase to be given to each stockholder who was such at the date of the vote to increase, stating the amount of such increase, the number of shares or fractions of shares to which he, according to the proportionate number of his shares at the date of such vote, is entitled, the price at which he is entitled to take them, and fixing a time, not less than fifteen days after the date of such determination, within which he may subscribe for such additional stock. Each stockholder may, within the time limited, subscribe for his portion of such stock, which shall be paid for in cash before the issue of a certificate therefor. SECTION 31. If the increase in the capital stock which is subject to the provisions of the preceding section does not exceed four per cent of the existing capital stock of the corporation, the directors, without first offering the same to the stockholders, may, and if, after the expiration of the time limited in the notice required by the preceding section, any shares remain unsubscribed for by the stockholders entitled to take them, the directors shall sell them by auction to the highest bidder at not less than the par value thereof to be actually paid in cash. Such shares shall be offered for sale in the city of Boston or in such other city or town as may be prescribed by such commissioners; and notice of the time and place of such sale shall be published at least five times during the ten days immediately preceding the sale in each of at least three of such daily newspapers as may be prescribed by such commissioners. No shares shall be sold or issued under this or the preceding section for a less amount to be actually paid in cash than the par value thereof. Acts of 1909, Chapter 477. An Act relative to the Issue of Additional Capital Stock by Gas and Electric Light Companies. SECTION 1. A gas or electric light company shall, upon any increase of its capital stock, except as provided in the following section, offer the new shares proportionately to its stockholders at such price, not less than the par value thereof, as may be determined by its directors. The vote of the board of gas and electric light commissioners, as provided in section twenty-four of chapter one hundred and nine of the Revised Laws, as to the amount of stock which is reasonably necessary for the purpose for which such increase has been authorized shall be based on the price fixed as hereinbefore provided, unless the board is of opinion that such price is so low as to be inconsistent with the public interest, in which case it may determine the price at which such shares may Shares may be sold by auction in certain cases, etc. Repeal. In cases of consolidation of certain companies, stock not to be increased. See also 1908, 529. 1909, 316. be issued. No application for an issue of stock under said section twenty-four shall be made unless authorized by vote of the stockholders passed not more than four months prior to such application, but the vote of the stockholders to increase the capital stock may be passed before or after the action of the board under said section twenty-four. All yotes and proceedings relative to the increase and all rights of the stockholders to subscribe for the new shares shall become void unless the directors, after the vote to increase the capital stock and within sixty days after the final action of the board, shall cause written notice of such increase to be given as provided by law. SECTION 2. If the increase in the capital stock which is subject to the provisions of the preceding section does not exceed four per cent of the existing stock of the company, the directors, without first offering the same to the stockholders, may sell the shares by auction or by tender to the highest bidder in such manner, at such times and upon such terms, not less than the par value thereof to be actually paid in cash, as the directors shall determine. They shall also so sell at public auction any shares which, under the preceding section remain unsubscribed for by the stockholders entitled to take them. Such shares shall be offered for sale in the city of Boston or in such other city or town as may be prescribed by the board of gas and electric light commissioners, and notice of the time and place of the sale shall be published at least five times, during the ten days immediately preceding the sale, in each of at least three of such daily newspapers as may be prescribed by the said commissioners. No shares shall be sold or issued under this or the preceding section for a less amount to be actually paid in cash than the par value thereof. SECTION 3. All acts and parts of acts inconsistent herewith are hereby repealed so far as they apply to the corporations described in this act. SECTION 4. This act shall take effect upon its passage. [Approved June 7, 1909. Acts of 1906, Chapter 392. An Act to prevent Stock and Debt Watering by Public Service SECTION 1. When a gas company incorporated under the laws of this Commonwealth consolidates with any other such gas company or companies, or an electric light company incorporated under the laws of this Commonwealth consolidates with any other such electric light company or companies, or any such gas company or companies consolidate with any such electric light com pany or companies, the aggregate amount of the capital stock and the aggregate amount of the debt of the consolidating companies shall not, by reason of such consolidation, be increased. SECTION 2. This act shall take effect upon its passage. [Approved May 15, 1906. Revised Laws, Chapter 126, §§ 11 and 1. SECTION 11. If a foreign corporation which owns or controls a majority of the capital stock of a domestic street railway, gas light or electric light corporation issues stock, bonds or other evidences of indebtedness based upon or secured by the property, franchise or stock of such domestic corporation, unless such issue is authorized by the law of this commonwealth, the supreme judicial court shall have jurisdiction in equity in its discretion to dissolve such domestic corporation. If it appears to the attorney general that such issue has been made, he shall institute proceedings for such dissolution and for the proper disposition of the assets of such corporation. The provisions of this section shall not affect the right of foreign corporations, their officers or agents to issue stock and bonds in fulfilment of contracts existing on the fourteenth day of July in the year eighteen hundred and ninetyfour. SECTION 1. The term foreign corporation as used in this chapter shall mean a corporation, association or organization which has been established, organized or chartered under the laws of another state or of a foreign country. Issue of stock on domestic franchises 1894, 476. regulated. Foreign cor porations 168 Mass. 564. franchise. SECTION 13. A gas company shall not transfer its Transfer of franchise, lease its works or contract with any person, 1886, 346, association or corporation to carry on its works, without the authority of the general court. gen SECTION 14. The board of gas and electric light commissioners, upon application in writing by any gas light company which is organized or chartered under the laws of the commonwealth, may, after notice and a hearing, authorize said company to engage in the business of erating and furnishing electricity for light and power. A gas company may engage in such business in the territory, or any such part thereof as the board may designate, in which it is authorized to supply gas; but a company shall not engage in said business unless authorized by vote of two-thirds of the stockholders, representing not less than two-thirds of the stock, at a meeting duly called for that purpose. Said company shall file in the office of the secretary of the commonwealth a certificate 166 Mass. 217. Electric light and power, furnish. § 1. See 1908, 1909, 316, § 1. Time prescribed for equipment of plant. as provided in section forty-seven of chapter one hundred and ten. SECTION 15. The board, when granting such authority, shall prescribe the time, not exceeding six months, within 1887, 385, § 2. which said company shall erect and equip a plant for gen 197 Mass. 558. Record of Erection of poles and wires regu lated. 1887, 385, § 4. erating electricity for light and power such as may be required in the specified territory, and shall designate the minimum capacity of such plant; and if the company neglects to erect and complete said plant within the time. prescribed, said authority shall become void and no such authority shall be again granted to it within two years thereafter. The board may for cause shown extend the time for erecting and equipping said plant for not more than three months from the expiration of the time first prescribed. SECTION 16. At the expiration of such time or of any extension thereof, said board shall, after such examination as it considers proper, make, in a book kept for that purpose, a record that its orders relative to the erection and completion of said plant have or have not been complied with, which shall be conclusive evidence of the truth of the matters stated therein. SECTION 17. Said company, except upon the purchase or lease of the property, licenses, rights and franchises. of an electric light company as authorized under the pro184 Mass. 570. visions of section twenty-two, shall not erect or maintain any poles for the support of wires, nor erect or maintain. any wires in, through or over any streets or highways, nor dig up any streets or highways for the purpose of laying said wires underground, until it has, upon petition in writing, obtained the consent in writing of the mayor and aldermen of cities or the selectmen of towns in which said streets are located. It may thereupon, under the direction and control of the mayor and aldermen or selectmen, dig up and open the ground in any streets and highways, so far as is necessary for the purpose of laying wires and for the purpose of keeping said wires in repair and for the purpose of erecting and maintaining lines of wire upon or above the surface of such streets and highways. It shall put all streets and highways which it opens into as good repair as they were in when opened, and upon failure so to do within a reasonable time, shall be deemed guilty of a nuisance. 1887, 385, SECTION 18. If a person who is injured in his person Damages. or property by a defect in a public way which is caused $5. by the operations of said company in laying, erecting, maintaining or repairing its lines of wires or in otherwise obstructing such way recovers damages therefor of the city or town in which such injury is received, such city or town shall, if said company is liable for said damages and has had reasonable notice to appear and defend the original action, be entitled to recover of said company the damages so recovered from it with the taxable costs of both parties in such action. acts affecting property of 1887, 385, gas and elec tric light com missioners. 1887, 385, § 7. SECTION 19. The mayor and aldermen of cities and Regulation of the selectmen of towns, respectively, may regulate, restrict health and and control all acts of said company which may in any inhabitants. manner affect the health, safety, convenience or property 188 of the inhabitants of their respective cities or towns. SECTION 20. Gas companies, as respecting the busi- Control by ness in which they are, by the provisions of section fourteen, authorized to engage, shall be subject to the control of the board of gas and electric light commissioners in the same manner and to the same extent as they are in respect of the business of furnishing gas. SECTION 21. Except as hereinbefore expressly pro- Powers and vided, gas companies shall, in exercising the powers con- companies. ferred by the provisions of the seven preceding sections, 8. have all the powers and privileges and be subject to all the duties, restrictions and liabilities of companies which are engaged in the transmission of electricity for light or power under the general laws which now are or hereafter may be in force. duties of 1887, 385, Purchase of etc., of companies. franchises, electric light 1887, 385, § 9. SECTION 22. Said gas companies so authorized by the board of gas and electric light commissioners may purchase or lease and use the property, licenses, rights, privileges and franchises of any electric light company which is en- See 1908, gaged in the business of furnishing electric light or power 1909, 316, in the territory in which such gas company may be au- $1. thorized to furnish such light and power. SECTION 23. The provisions of the nine preceding sections, which are applicable to gas companies authorized to engage in the business of generating and furnishing electricity for light and power, shall also apply to electric light and power companies. 529, § 5. Application to and power 1887, 385, electric light companies. § 10. |