Chap. 0422 An Act relative to fraternal beneficiary corporations.

Be it enacted, etc., as folloivs:
Section 1. Seven or more persons who are residents of this Commonwealth may form a fraternal beneficiary corporation for the purpose of providing for the payment of benefits in the case of death, sickness or disability, or of both death benefits and sick or disability benefits. The disability may be temporary or permanent and the result of sickness or of accident. Any educational, charitable, benevolent or social purpose may be united therewith.
The membership may be limited to members of a particular order, class or fraternity, or to the employees of towns or cities, or of the Commonwealth, or of the federal government, or of a designated firm, business house or corporation, or to persons of the same occupation.
If its membership is not limited as above provided its business shall be conducted on the lodge system, with a representative form of government.
When conducted on the lodge system the incorporators, their successors and associates, with the officers, ex-presiding officers, and such persons as may be admitted as representatives, shall be deemed a supreme or governing body, with power to create subordinate bodies by the grant of charters to applicants therefor, which charters may authorize those named therein to organize as a subordinate lodge and to admit members after its organization, in accordance with such ritual as the supreme or governing body may prescribe.
Section 2. The agreement shall state that the subscribers thereto associate themselves with the intention of forming a corporation, the name of the corporation, the purpose for which it is formed, and the town or city, which shall be in this Commonwealth, in which it is located. The name shall be one not in use by an existing corporation, nor so similar as to be liable to be mistaken therefor, and shall indicate that it is the name of a corporation.
Section 3. The first meeting of the associates shall be called by a notice signed by one or more of the subscribers to such agreement, stating the time, place and purpose of the meeting; a copy of which notice shall, seven days at least before the day appointed for the meeting, be given to each subscriber or left at his usual place of business or place of residence, or deposited in the post office, postpaid, addressed to him at his usual place of business or residence. Whoever gives such notice shall make an affidavit of his doings, which shall be recorded in the records of the corporation.
Section 4. At such first meeting, including any necessary or reasonable adjournment thereof, an organization shall be effected by the choice by ballot of a temporary clerk, who shall be sworn, and by the adoption of bylaws and the election by ballot of directors, president, treasurer and clerk, or other officers corresponding thereto, with powers and duties similar to those of such officers, and such other officers as the by-laws may provide for; but at such election no person shall be eligible as a director or other officer who has not subscribed the
agreement of association. The temporary clerk shall make and attest a record of the proceedings until the clerk has been chosen and sworn, including a record of such choice and qualification.
Section 5. The by-laws may prescribe, where no other provision is specially made, the manner in which and the officers, agents and committees by whom the purposes of the corporation shall be carried out; the officers and elective members of standing committees, who may be ex offichs directors or other officers corresponding thereto ; the method of calling its meetings and the notice thereof that shall be given; the right of attendance, individual or representative, at its meetings; the assessments and benefits in case of disability or death, and the conditions upon which the same shall be paid; the amount which shall be deemed one full individual assessment for the respective funds and for calls for fractional parts thereof; and the loss or forfeiture of membership and benefits; and may provide for the amendment of the by-laws from time to time, and may include such other provisions as the corporation may deem proper.
Section 6. Officers chosen as required in section four shall hold office until the next meeting of the corporation for the election of officers, the date of which, within two years of the time of organization, shall be prescribed by the by-laws. At the said meeting, and thereafter at least biennially, the officers shall be chosen, and shall hold office until their successors are elected and qualified: provided, however, that standing committees or boards having prescribed duties under the by-laws, including those the members of which are by such by-laws made directors or other officers corresponding thereto, may be constituted by the election of one or more members thereof annually, to serve for a period not exceeding three years under any one election ; and provided, further, that no person shall be elected or appointed to an administrative position for more than three years at any one election or appointment.
Section 7. The president, secretary, and a majority of the directors, or other officers corresponding thereto, shall forthwith make, sign and swear to a certificate setting forth a true copy of the agreement and declaration of purpose of the association, with the names of the
subscribers thereto, the date of the first meeting, and of the successive adjournments thereof, if any, and shall submit such certificate and the records of the corporation to the insurance commissioner, who shall make such examination and require such evidence as he deems necessary ; and if it appears that the purposes and proceedings of the corporation conform to the law he shall so certify, and the certificate shall then be filed by said officers in the office of the secretary of the Commonwealth, who, upon payment of a fee of five dollars, shall cause the same, with the indorsements, to be recorded, and shall thereupon issue a certificate in the following form : -
COMMONWEALTH OF MASSACHUSETTS.
Be it known that whereas [here the names of the subscribers to the agreement of association shall be inserted ] have associated themselves with the intention of forming a corporation under the name of [here the name of the corporation shall be inserted], for the purpose [here the purpose declared in the agreement of association shall be inserted], and have complied with the provisions of the statutes of the Commonwealth in such case made and provided, as appears from the certificate of the officers of said corporation, duly certified by the insurance commissioner and recorded in this office: now, therefore, I [here the name of the secretary shall be inserted], secretary of the Commonwealth of Massachusetts, do hereby certify that said [here the names of the subscribers to the agreement of association shall be inserted], their associates and successors,-are legally organized and established as, and are hereby made a corporation, under the name of [here the name of the corporation shall be inserted], with the powers, rights and privileges, and subject to the limitations, duties and restrictions which by law appertain thereto. Witness my official signature hereunto subscribed, and the seal of the Commonwealth of Massachusetts hereunto affixed, this day of in the year . [In these blanks the day, month and year of the execution of the certificate shall be inserted. ]
The secretary shall sign the same and cause the seal of the Commonwealth to be affixed thereto, and such certificate shall be conclusive evidence of the existence of such corporation at the date of the certificate.   He shali
also cause a record of such certificate to be made, and a certified copy of such record may be given in evidence, with like effect as the original certificate.
Section 8. No corporation hereafter organized as aforesaid to conduct business as a fraternal society on the lodge system, or limiting its membership to a particular order or fraternity, shall incur any liability or issue any benefit certificate until it has received from the insurance commissioner a certificate to the effect that it has complied with all the requirements of law and is duly authorized to transact business in this Commonwealth: provided, however, that the above provisions of this section shall not apply to any corporation confining its membership to that of" any particular order or fraternity in any one county, or to any one lodge of such order or fraternity. Before such certificate is granted the corporation must present satisfactory evidence to the insurance commissioner that at least five hundred persons have each paid one advance assessment for its mortuary or disability business, or both if such business is combined, at its established rates, and have become bona fide members of the corporation. If such corporation is a fraternal society on the lodge system, paying a death benefit, then it must also show that it has established mortuary assessment rates which are not lower than those now indicated as necessary by the "National Fraternal Congress Mortality Tables": provided, however, that this requirement shall not apply to any fraternal beneficiary corporation which confines its membership to the employees of towns or cities, or of the Commonwealth, or of the federal government, or of a designated firm, business house or corporation, or to persons of the same occupation.
Section 9. Any domestic corporation subject to the provisions of this act may, with the consent of the insurance commissioner, upon application to the commissioner of corporations, change its name under the conditions and in the manner prescribed in chapter three hundred and sixty of the acts of the year eighteen himdred and ninety-one and acts in amendment thereof.
Section 10. Any domestic corporation subject to the provisions of tins act may hold its annual meetings in any state, in the District of Columbia, or in any province in the Dominion of Canada: provided, that in such state, district or province it has one or more local branches;
and its acts at such meetings shall have the same effect as if done within this Commonwealth.
Section 11. Any corporation duly organized and transacting business under this act which conducts its business as a fraternal society on the lodge system, or which limits its certificate holders to a particular order, class or fraternity, or to the employees of towns or cities, or of the Commonwealth, or of the federal government, or of a designated firm, business house or corporation, or to persons of the same occupation, may make provision for the payment of benefits in case of death, or in case of sickness or disability, or for both death benefits and sick or disability benefits. The funds from which the payment of such benefits shall be made shall be derived only from assessments collected from the members, except as is otherwise provided in this section and in section fourteen of this act. The fund from which the expenses shall be defrayed may be derived from a per capita tax, dues or expense assessments. Such provisions, funds, assessments and payments shall be as required and provided for in the by-laws of the corporation. Such death benefit shall be payable only to the husband, wife, affianced husband, affianced wife, child by legal adoption, parent by legal adoption, relatives of or persons dependent upon the member named in the benefit certificate: provided, however, that in any instance where a benefit certificate has been issued in accordance with the above provisions and the beneficiary therein named and the husband, wife, affianced husband, affianced wife, child, child by legal adoption, parent, parent by legal adoption, or persons dependent upon the member named in the benefit certificate have all died, the member, with the consent of the officers of the corporation and under such rules as they may prescribe, may have the certificate transferred to any other person; and provided, further, that the benefit certificate shall, in effect, provide that if the death of the member therein named shall occur when one full assessment on each member would not amount to the face sum of the maximum certificate of such corporation, then the amount paid the beneficiary thereunder shall not exceed the amount of such full assessment or the proportionate part thereof which said face sum named in such certificate bears to such maximum certificate, but this restriction shall not apply to a corporation which
confines its membership to the permanent employees of towns or cities, or of the Commonwealth, or of the federal government, nor to a corporation having an emergency or reserve fund, until such fund shall have been exhausted.
Any such corporation which conducts its business as a fraternal society on the lodge system shall have a ritualistic form of work; and no person shall be admitted to membership therein unless he has first made a written application therefor, and has been initiated in, and has become a member of, a local branch of such corporation.
The by-laws of such corporation shall provide that meetings of said branches shall be held at least once each month.
The by-laws may provide that, in addition to representatives chosen by the grand or subordinate bodies, the incorporators, officers, members of standing committees, and the ex-presiding officers of the supreme or governing body, may be members thereof.
Section 12. Any corporation organized under or conducting its business in accordance with the provisions of this act may hold as a death fund belonging to the beneficiaries of anticipated deceased members an amount not exceeding three assessments from a general or unlimited membership, or an amount not exceeding in the aggregate three assessments from each limited class or division of its members; and in addition thereto may create, collect, maintain, disburse and apply an emergency fund in accordance with its by-laws, not however at any time exceeding in amount collected from its members five per cent of the aggregate face value of all its benefit certificates then outstanding. If any part of such fund payable by a member under such by-laws remains unpaid at his decease the same may be deducted from the amount payable to his beneficiary or beneficiaries : provided, however, that any decrease in such face value shall not require a corresponding diminution of such emergency fund. The emergency fund shall be used only for the payment of death or disability benefits. The death fund while held in trust shall be invested in securities in which insurance companies are allowed by law to invest their capital, or deposited in safe banking institutions subject to sight drafts, for distribution to the beneficiaries aforesaid. Whenever the death fund shall exceed above all known
liabilities the amount of three assessments as aforesaid the excess shall be transferred to the emergency fund. The emergency fund shall be invested in securities in which insurance companies are allowed by law to invest their capital, but a part thereof, not exceeding twenty per cent, may be invested in a building for use and occupancy by the corporation as its home office, within this Commonwealth. Such securities, if registered or recorded, shall be taken and stand in the name of the corporation, and all the securities in which the emergency fund is invested shall be deposited with the treasurer of the Commonwealth; but the corporation shall have at all times the right to exchange any part of said securities for others which said treasurer may determine to be of equal value and character. No part of said securities shall be withdrawn except upon a requisition signed by three fourths of the directors or executive committee, or other officers corresponding thereto, and indorsed by the insurance commissioner, setting forth that the same is to be used for the purposes of the trust; provided, however, that the income from such securities shall be paid to the corporation for the uses of the fund as specified in the by-laws, and provided, further, that no sale, assignment, release, discharge or surrender of said securities t6 or in favor of any obligor, mortgagor or other person, shall be valid or of any effect against the corporation owning the same, unless the original papers which constitute or are the evidence of said securities are transferred or surrendered to the person entitled thereto, except in case of the actual loss or destruction thereof.
Section 13. No part of the death, disability or emergency funds herein provided for shall be used for any purposes other than those specifically prescribed in this act, and no assessment for the disability fund shall be called while there remains on hand of such fund an amount equal to that received from three assessments: provided, however, that payments for total permanent disability may be made from the death fund if made in a single payment.
No contract under this act shall be valid or legal which shall be conditional upon an agreement or understanding that the person to whom the death benefit is made payable shall pay the dues and assessments, or either of them.   Death, disability and expense assessments may be
called together: provided, that the proportion to be used for either purpose shall be distinctly stated and the amount received for each fund shall be held and used only in the manner heretofore specified.
Any sum may be transferred from the expense fund to any other fund by vote of the directors.
Section 14. Any domestic corporation subject to the provisions of this act, in addition to the revenues in this act provided for, may receive and hold gifts, bequests and moneys from other sources, which shall be placed and held in a separate fund ; subject however to transfer in accordance with its by-laws to other funds herein authorized.
Section 15. Any corporation organized under or conducting its business in accordance with the provisions of this act which now is, or the members of which now form, a part or jurisdiction of one general order or fraternity, conducted on the lodge system and paying only death, sick, disability or old age benefits, and having a common name and ritualistic ceremonies, and which corporation is in affiliation with the supreme or governing body of such order or fraternity, may continue to affiliate with and contribute to the support of such supreme body undei*the methods and laws now existing, or which may by both said corporation and supreme body hereafter be adopted; and in addition to the other rights and authority conferred by this act may make provision either by assessments or through its other funds for, or for the payment of, and may pay death benefits to or for the beneficiaries of deceased members of such order or fraternity, holding benefit certificates issued not by said corporation but by said supreme body or by one of the grand or subordinate bodies thereof, organized or incorporated elsewhere than in this Commonwealth, under an arrangement or agreement with said supreme body and in compliance with laws or rules thereof, whereby said corporation may afford relief and aid by payment of or for such death benefits as aforesaid, or itself receive similar payments for relief and aid to the beneficiaries of its deceased members as the case may require and as such laws and rules provide: provided, however, that this authority shall not be constrned to permit the payment of benefits other than those arising from death.
Section 16. Any corporation organized under or conducting its business in accordance with the provisions of this act, and which has no per capita tax or dues payable to the supreme or governing body for expenses, may make assessments not exceeding three per year, to meet its reasonably necessary expenses. The purpose of such assessments shall be clearly stated in calls therefor, and no expense assessment shall be called while the amount of one assessment remains on hand.
Any corporation organized as aforesaid which limits its membership to the permanent employees of towns or cities, or of the Commonwealth, or of the federal government, and which does not pay death benefits, may pay annuities or gratuities contingent upon disability or long-service, and may fix the amount of the annual assessment therefor.
Any corporation may reinsure with or transfer its membership, certificates or funds, to any other corporation or organization authorized to do business in this Commonwealth. The agreement of transfer or re-insurance must first be submitted to and approved by a two thirds vote of the certificate holders of each corporation or organization present at meetings called to consider the same, of which meetings written or printed notice shall be mailed to each certificate holder at least thirty days before the day fixed for the meeting, and such agreement shall not take effect until a certified copy thereof is filed with the insurance commissioner. The members of fraternal beneficiary corporations shall not vote by proxy except at meetings called to consider the agreements of transfer aforesaid, and then not unless the instrument appointing the proxy is filed with the secretary of the corporation at least fifteen days before the day fixed for the meeting.
Section 17. Any fraternal beneficiary corporation, or any association that limits its membership to a particular order, class or fraternity, or to the employees of towns or cities, or of the Commonwealth, or of the federal government, or of a designated firm, business house or corporation, or any secret fraternity or order, or any existing purely charitable association or corporation, which pays a death or funeral benefit not exceeding two hundred dollars, or disability benefits not exceeding ten dol-
lars a week, or both, and which is not conducted as a business enterprise or for profit, is hereby authorized to transact in this Commonwealth such business without otherwise conforming to the provisions of this act.
Section 18. Fraternal beneficiary corporations organized under the laws of another state or of the Dominion of Canada or any province thereof, and paying only disability and death benefits, and now transacting in this Commonwealth the business dehned in this act, may continue such business upon complying with the provisions of this act; and any such corporation not now doing business in this Commonwealth may be admitted to do such business when it files with the insurance commissioner a duly certified cop}r of its charter and articles of association, and a copy of its constitution or laws certified by its secretary or corresponding officer, together with the appointment of such commissioner as the person upon whom process shall be served as hereinafter provided, and a statement under oath of the president and secretary in the form required by such commissioner of its business for the preceding year, provided that such corporation is shown to be authorized or permitted to do business in the state or in the Dominion of Canada or any province thereof in which it is incorporated or organized, and provided that similar corporations organized under the laws of this Commonwealth are authorized to do business in such state or in the Dominion of Canada or any province thereof. When any other state or the Dominion of Canada or any province thereof shall impose any obligation in excess of the obligations imposed by this act upon any such corporation of the Commonwealth, the like obligation shall be imposed on similar corporations of such state or of the Dominion of Canada or any province thereof doing business in this Commonwealth. The transaction of the business defined in this act by any corporation, association, partnership or individuals, unless organized, continuing or admitted as provided herein, is forbidden : provided, however, that no such corporation not now doing business in this Commonwealth shall hereafter be admitted to do such business in this Commonwealth unless it shall have adopted and have in force mortuary assessment rates which are not lower than those now indicated as necessary by the "National Fraternal Congress Mortality Tables."
Section 19.   Every corporation doing business under the foregoing provisions shall annually on or before the first day of February report to the insurance commissioner the location of its principal office in this Commonwealth, and the names and addresses of its president, secretary and treasurer, or officers corresponding thereto ; and shall make under oath such statements of its membership and financial transactions for the year ending on the preceding thirty-first day of December, with other information relating thereto as said commissioner may deem necessary to a proper exhibit of its business and standing; and the commissioner may at other times require any further sworn statement relating to any such corporation which he may deem necessary.   For good cause shown the commissioner may extend the time within which any annual statement may be filed, but not to a date latei than the first day of March.   Such statement shall be subscribed and sworn to by the president and secretary of the corporation, or officers corresponding thereto For wilfully making a false statement, whether annua or otherwise, which it is required by law to make, tin corporation and the persons making oath to or subscribing the same shall severally be punished by fine of noi less than one hundred dollars, nor more than five hundrec dollars.   The insurance commissioner shall, upon reques of any corporation doing business on the lodge system personally or by some person designated by him visit sucl domestic corporation and thoroughly inspect and examim its affairs, especially as to its financial condition. When ever he deems it prudent for the protection of the cer tificate holders in the Commonwealth he may in liki manner visit and examine, or cause to be visited an< examined by some competent person or persons whom \v may appoint for the purpose, any foreign fraternal bene ficiary corporation applying for admission or already admitted to do business in this Commonwealth, an< such foreign corporation shall pay the expense of sucl examination.   For the purposes aforesaid the commis sioner or person making the examination shall have fre access to all the books and papers that relate to th business of such corporation, and to the books and paper kept by any of its organizers, and may summon an qualify as witnesses under oath, and examine the directors officers, agents, organizers and trustees of any such corpc
ration, and any other persons, in relation to its financial affairs, transactions and condition. He may in his discretion accept, in lieu of such examination, the examination of the insurance department of the state where such foreign corporation is organized.
Section 20. Every foreign corporation shall, before doing business in this Commonwealth, appoint in writing the insurance commissioner or his successor in office to be its true and lawful attorney, upon whom all lawful process in any action or proceeding against it shall be served; and in such writing shall agree that any lawful process against it which is served on said attorney shall be of the same legal force and validity as if served on the corporation, and that the authority shall continue in force so long as any liability remains outstanding against the corporation in this Commonwealth. A copy of the writing, duly certified and authenticated, shall be filed in the office of the commissioner, and copies certified by him shall be deemed sufficient evidence thereof. Service upon such attorney shall be made by leaving the same in his hands or office, and shall be deemed sufficient service upon the principal. When legal process against any such corporation is served upon the commissioner he shall immediately notify the corporation of such service, by letter, prepaid and directed to its secretary; and shall, within two days after such service, forward in the same manner a copy of the process served on him to such secretary, or to any person previously designated by the corporation in writing. The plaintiff in each process so served shall pay to the commissioner at the time of such service a fee of two dollars, which shall be recovered by him as part of the taxable costs if he prevails in the suit. The commissioner shall keep a record of all processes served upon him, which record shall show the day and hour when such service was made.
Section 21. ]STo corporation organized or transacting business under this act shall employ paid agents in soliciting or procuring business, except that corporations which transact business as fraternal societies on the lodge system may employ organizers in the preliminary organization of local branches, and members, as officers or deputies, to assist members of weak and inactive local branches to increase their membership, provided their compensation does not depend upon and is not affected
by such increase, and that corporations limiting their certificate holders to a particular order or fraternity may employ and pay members for securing new members, and any corporation may pay local collectors. Any person who shall solicit membership for, or in any manner assist in procuring membership in, or aid in the transaction of business for, any corporation or organization not authorized to do business in this Commonwealth, shall be guilty of a misdemeanor, and upon conviction thereof shall be punished as provided in section twenty-six of this act. Every corporation organized or transacting business under or as defined in this act shall within two months after the adoption by it of an amendment to its by-laws file with the insurance commissioner a copy thereof, setting forth such amendment distinctly and clearly, and this copy shall be certified by its recording officer.
Section 22. The money or other benefit to be paid by any corporation authorized to do business under this act shall not be liable to attachment by trustee or other process, and shall not be seized, taken, appropriated or applied by any legal or equitable process, or by operation of law, to pay any debt or liability of a certificate holder, or of any beneficiary named therein.
Section 23. Any solicitor, agent or examining physician who shall knowingly or wilfully make any false or fraudulent statement or representation in or with reference to any application for membership, or who shall make any false or fraudulent statement or representation for the purpose of obtaining any money from or benefit in any corporation transacting business under this act, shall be guilty of a misdemeanor, and upon conviction shall be punished by fine of not less than one hundred nor more than five hundred dollars, or by imprisonment in the county jail for not less than thirty days nor more than one year, or by both such fine and imprisonment, in the discretion of the court. Any person who shall wilfully make a false statement of any material fact or thing in a sworn statement as to the death or disability of a certificate holder in any such corporation, for the purpose of procuring payment of a benefit named in the certificate of such holder, shall be deemed guilty of perjury and shall be proceeded against and punished in the manner provided by law for the crime of perjury.
Section 24. When the insurance commissioner on investigation is satisfied that any corporation organized or conducting business under this act has exceeded its powers, or has failed to comply with any provision of law, or has conducted business fraudulently, or that its condition is such as to render its further proceeding hazardous to the public or to its certificate holders, or in case any such corporation shall vote to discontinue its business, he shall report the facts to the attorney-general: provided, that the insurance commissioner shall first notify such corporation of the particulars in which he deems it has exceeded its powers, or of the provisions of law with which it has failed to comply, or of the fraudulent matter in the conduct of its business, and has given such corporation a reasonable opportunity to comply with the law or amend its methods. The attorney-general, if he deems the report requires such action, may thereupon apply to a justice of the supreme judicial court, or to a justice of the superior court, for an injunction restraining such corporation in whole or in part from the further prosecution of business. Such application shall state the specific facts relied upon, as in excess of power, or as neglect or violation of law, or as constituting fraudulent conduct of business. Such justice may in his discretion issue such an injunction forthwith, or upon notice and after a hearing may issue an injunction or decree for the removal of any officer of said corporation, and may substitute a suitable person to serve in his stead until a successor is chosen, and after a full hearing on the matter may dissolve or modify such injunction or make it perpetual, and may make such further orders and decrees as the interests of the corporation, the certificate holders, and the public may require; and may appoint a receiver to take possession of the property and effects of the corporation and to settle its affairs, subject to such rules and orders as the court may from time to time prescribe according to the course of proceedings in equity. No such injunction shall issue, and no order, judgment or decree appointing a temporary or permanent receiver shall be made or granted, otherwise than upon the application of the attorney-general, on his own motion, or at the relation of the insurance commissioner, whether the state, or a member or other party seeks relief.
Section 25. Any fraternal beneficiary corporation existing under the laws of this Commonwealth may, with the approval of the insurance commissioner, change the purposesf or which it was organized, so as to permit it to transact any business authorized by this act. Upon such approval the presiding, financial and recording officers, and a majority of its other officers having the powers of directors, shall file in the office of the secretary of the Commonwealth a certificate, with the approval of the insurance commissioner endorsed thereon, setting forth the change in the purposes of the corporation. The secretary of the Commonwealth shall upon receipt thereof and upon the payment of a fee of five dollars cause such certificate to be filed and recorded in his office, and such corporation shall thereafter be construed to have re-incorporated hereunder: provided, that nothing in this act shall be construed as requiring or making it obligatory upon any such corporation to re-incorporate; and any such corporation may continue to exercise all the rights, powers and privileges conferred by this act or by its articles of incorporation not inconsistent herewith, and shall be subject to the requirements and penalties of this act, the same as if it were re-incorporated hereunder. No certificate of incorporation granted under the provisions of this act shall continue valid after one year from the date of such certificate, unless the organization has been completed and business begun thereunder. The certificate of incorporation or the charter of any corporation subject to the provisions of this act, and any certificate hereafter granted under this act, shall become invalid and of no force if during a period of twelve months no business is transacted thereunder.
Section 26. Any such corporation, association or society transacting business in this Commonwealth, and any agent or officer of such corporation, association or society, neglecting to comply with or violating any provision of this act, shall be punished by fine of not less than fifty nor more than two hundred dollars, or by imprisonment in a jail or house of correction for not less than three months nor more than two years, or by both such fine and imprisonment, in the discretion of the court.
Section 27. The provisions of chapter five hundred and twenty-two of the acts of the year eighteen hundred
and ninety-four and acts in amendment thereof shall not apply to corporations organized or admitted under and transacting business in conformity with this act.
Section 28. The provisions of this act so far as they are the same as those of existing laws shall be construed as a continuation of such laws and not as new enactments; and the repeal by this act of any provision of law shall not affect any act done, liability incurred, or right accrued and established, or any suit or prosecution, civil or criminal, pending or to be instituted, to enforce any right or penalty or to punish any offence under the authority of the laws repealed; and any person who at the time when said repeal takes effect holds office under any of the laws repealed shall continue to hold such office according to the tenure thereof, unless such office is abolished or a different provision is made herein.
Section 29. All acts and parts of acts inconsistent herewith are hereby repealed, excepting that all corporations or associations heretofore exempted by special acts of the general court from the provisions of chapter four hundred and forty-two of the acts of the year eighteen hundred and ninety-nine relative to fraternal beneficiary corporations shall continue to be so exempted from the provisions of this act.
Section 30.   This act shall take effect upon its passage.
Approved May 23, 1901.