Chap. 0437 An Act relative to business corporations. Section general provisions. 1. Application of act. 2. Rights and liabilities of existing corporations. 3. Commissioner of corporations. 4. Corporate powers. 5. Corporate name. Organization of Corporations. 6. Organization under special charter. 7. Organization under general laws. 8. Agreement of association. 9. First meeting of incorporators, - notice. 10. Organization, -election of officers. 11. Articles of organization. 12. Certificate of incorporation. 13. By-laws. 14. Issue of stock. 15. Payment of subscriptions to stock. 16. Payment of stock by instalments. Officers. 17. Oflicers. 18. Election of officers. 19. Powers of board of directors, - executive committee. Meetings. 20. Meetings of stockholders. 21. Stockholders' meeting called by justice. 22. Special meetings. 23. Voting rights of corporations. 24. Voting powers of stockholders, -proxies. 25. Directors' meeting. Section ' STOCK. 26. Stock certificates. 27. Classes of stock. 28. Transfer of stock. 29. Voting rights of fiduciary holders of stock. 30. Stock books; corporate records. 31. Lost certificates. 32. Unclaimed dividends. Stockholders' and Directors' Liability. 33. Liability of stockholders. 34. -of president, treasurer and directors. . 35. - of directors. 36. Enforcement of liability. 37. Procedure. 38. Apportionment of assessment. 39. Defence of actions by stockholders. Amendments after Organization. 40. Changes in agreement of association and articles of organization; sale of assets. 41. Articles of amendment. 42. Increase of capital stock. 43. Reduction of capital stock. 44. Remedy of minority stockholder. Annual Reports. 45. Form of annual report of condition. 46. Filing of annual report. 47. Verification by auditor. 48. Annual tax return. 49. Penalty for failure to file report of condition or tax return. 50. Enforcement of penalty. Dissolution of Corporations. 51. Dissolution of corporations. 52. Continuation for tnree years to close affairs. 53. Receivers. 54. Payment of debts and distribution of surplus. 55. Returns to secretary of dissolution. Foreign corporations. 56. Foreign corporations defined. 57. Limitation of business. 58. Appointment of attorney. 59. Notice of process. 60. Copy of charter, by-laws and certificate to be filed. 61. Investigation as to kind of business to be done. 62. Foreign corporations may be sued and their property attached. 63. Foreign corporations may hold real estate. 64. Issue of stock on domestic franchises regulated. 65. Certificate of increase or decrease of capital. 66. Annual certificate of condition. 67. Approval of certificate. 68. Penalty for not filing certificate. 69. Notice to delinquent corporation. 70. Liability of officers and its enforcement. Taxation. 71. Local taxation. 72. Valuation of corporate franchise. 73. Appeal from local valuation. 74. Taxation of corporate franchise. , 75. Taxation of foreign corporations. 76. Remedy of corporation if assessors' valuation exceed tax com- missioner's. 77. Notice of tax. 78. Collection of tax. 79. Interest on unpaid taxes. 80. Liability of lessee for tax. 81. Submission of books to inspection. 82. Appeals and reimbursement. Section 83. Collection of tax by warrant. 84. Determination of validity of tax. 85. Reimbursement of tax illegally exacted. 8(5. Distribution of tax. 87. Determination and payment of tax. Organization and filing Fees. 88. Fee for organization papers. 89. -for increase of capital. 90. - for all other certificates, statements and reports. 91. -for foreign corporations. Miscellaneous Provisions. 92. Fishing associations. 93. Co-operative associations. 94. Free beds in hospitals. Repeal. 95. Repeal. Partial repeal. 96. Construction of act. 97. Date of taking effect. Be it enacted, etc., as folloivs: general provisions. Section 1. This act may be cited as The Business Corporation Law. It shall, except as herein otherwise provided, apply (a) To all corporations having a capital stock and established for the purpose of carrying on business for profit heretofore or hereafter organized under general laws of the commonwealth. (b) To all such corporations heretofore created under special laws of the commonwealth, except so far as its provisions arc inconsistent with the provisions of any such special laws enacted before the eleventh day of March in the year eighteen hundred and thirty-one as are not subject to amendment, alteration or repeal by the general court. (c) To all such corporations hereafter created under special laws of the commonwealth so far as its provisions are consistent with the provisions of said special laws. It shall not apply to corporations organized under general or special laws of this commonwealth for the purpose of carrying on within the commonwealth the business of a bank, savings bank, co-operative bank, trust company, surety or indemnity company, safe deposit company, insurance company, railroad or street railway company, telegraph or telephone company, gas or electric light, heat or power company, canal, aqueduct or water company, cemetery or crematory company, or. to an}T other corporations which now have or may hereafter have the right to take or condemn land or to exercise franchises in public ways granted by the commonwealth or b}r any county, city or town. But the provisions of this section shall not be construed to prohibit the organization of a corporation under the provisions of this act for the purpose of carrying on any lawful business outside of this commonwealth. Section 2. Corporations organized under general laws shall be subject to the provisions of all laws hereafter enacted which may affect or alter their corporate rights or duties or which may dissolve them ; but the}r shall, notwithstanding their dissolution, be subject to the provisions of sections fifty-two and fifty-three. Such amendment, alteration or dissolution shall not take away or impair any remedy which may exist by law, consistently with said sections, against such corporations, their stockholders or officers for a liability previously incurred. The charters of all corporations which are subject to the provisions of this act and which have been incorporated by special law since the eleventh day of March in the year eighteen hundred and thirty-one and of all such corporations as may be hereafter incorporated by special law shall be subject to amendment, alteration or repeal b}r the general court. Corporations of the kind which are subject to the provisions of this act, and which "were incorporated by special law before such date, may, by amendment to their certificate of organization, adopted as provided in section forty, and filed as provided in section forty-one, reorganize under this act, and thereupon and thereafter, they shall be governed in all respects by its provisions. Section 3. The commissioner of corporations shall examine the certificates and reports submitted to him under the provisions of this act, and make suitable indorsements upon such as conform to the requirements of law. He shall keep a record of the names of corporations which submit certificates to his inspection, of the date of inspection and of his certificates when given, and of the result in brief of his inspection. He shall report to the attorney-general instances of neglect or omisaion on the part of corporations to comply with the provisions of this act for the enforcement of the penalties therefor. If a vacancy exists or if the commissioner is absent from his office, the first clerk shall perform the duties of the commissioner, and legal process served upon said clerk shall have the same force and effect as if served upon the commissioner. Section 4. Every corporation which is subject to the provisions of this act shall have the following powers and privileges and shall be subject to the following liabilities : - (a) To have perpetual succession in its corporate name, unless a period for its duration is limited b}r special law. (6) To sue or be sued in its corporate name, and to prosecute or defend to final judgment and execution or decree in any court of law or equity. (c) To have a capital stock to such an amount as may be fixed in its agreement of association or articles of organization or of amendment as hereinafter provided. ((7) To have a corporate seal, which it may alter at pleasure. (e) To elect all necessary officers, fix their compensation and define their duties. (/) To hold, purchase, convey, mortgage or lease within or without this commonwealth such real or personal property as the purposes of the corporation may require. (<7) To make contracts, incur liabilities and borrow money on its credit and for its use. (h) To make by-laws not inconsistent with the laws of this commonwealth for regulating its government and for the administration of its affairs as hereinafter provided. (i) To be dissolved or to have its affairs wound up in the manner hereinafter provided. Section 5. A corporation which is organized under general laws may assume any name which shall indicate that it is a corporation as distinguished from a natural person or a partnership ; but it shall not assume the name of another domestic corporation, or of a foreign corporation, or of any partnership or association, carrying on business in this commonwealth at the time of such organization or within three years prior thereto, or a name so similar thereto as to be liable to be mistaken for it, except with the consent in writing of such existing corporation, association or partnership filed with the articles of organization. The supreme judicial court or the superior court shall have jurisdiction in equity, upon the application of any corporation, partnership, association or person interested or affected, to enjoin such corporation from doing business under a name assumed in violation of the provi- sions of this section although its articles of organization may have been approved and a certificate of incorporation may have been issued to it. organization of corporations. Section 6. A corporation which is created by special charter shall, if no time is limited therein, be organized within two years after the passage of its act of incorporation. The persons named in said act and their associate subscribers to stock before the date of the act shall hold the franchise or privileges granted until the corporation is organized. Section 7. Three or more persons may associate themselves by a written agreement of association with the intention of forming a corporation under general laws for any lawful purpose which is not excluded by the provisions of section one except to buy and sell real estate or to distil or manufacture intoxicating liquors. Section 8. The agreement of association shall state : - (a) That the subscribers thereto associate themselves with the intention of forahng a corporation. (6) The corporate name assumed. (c) The location of the principal office of the corporation in the commonwealth, and elsewhere in the case of corporations organized to do business whollyyoutside the commonwealth. (d) The purposes for which the corporation is formed and the nature of the business to be transacted. (e) The total amount of the capital stock of the corporation, which shall not be less than one thousand dollars, to be authorized ; the par value of the shares, which shall not be less than five dollars ; the number of shares into which the capital stock is to be divided, and the restrictions, if any, imposed upon their transfer; and, if there are to be two or more classes of stock, a description of the different classes and a statement of the terms on which they are to be created and of the method of voting thereon. (/) Any other provisions not inconsistent with law for the conduct and regulation of the business, of the corporation, for its voluntary dissolution, or for limiting, defining or regulating the powers of the corporation, or of its directors or stockholders, or any class of stockholders. (y) The subscriber or subscribers by whom the first meeting of the incorporators shall be called. (h) The names and residences of the incorporators and the amount of the stock subscribed for by each. Section 9. The first meeting of the incorporators of a corporation created by special law shall, unless such law otherwise provides, be called by a notice signed by a majority of the persons named in the act of incorporation ; and the first meeting of the incorporators of a corporation organized under general laws shall be called by a notice signed either b}' such subscriber to the agreement of association as may be designated therein or by a majority of the subscribers to such agreement; and such notice shall state the time, place and purposes of the meeting. A copy of such notice shall, seven days at least before the day appointed for the meeting, be given to each incorporator or left at his residence or usual place of business, or deposited in the post office, postage prepaid, and addressed to him at his residence or usual place of business, and another copy thereof, and an affidavit of one of the signers that the notice has been duly served, shall be recorded with the records of the corporation. If all of the incorporators shall in writing, indorsed upon the agreement of association, or, in the case of a corporation created by special law, upon the charter or a certified copy thereof, waive such notice and fix the time and place of the meeting, no notice shall be required. Section 10. At such first meeting, or at any adjournment thereof, the incorporators shall organize by the choice, by ballot, of a temporary clerk, who shall be sworn, by the adoption of b}^-laws and by the election in such manner as the by-laws may determine of directors, of a treasurer, of a clerk and of such other oflicers as the b}r-laws may prescribe. 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 11. A majority of the directors who are elected at such first meeting; shall forthwith make, sign and make oath to articles setting forth : - (a) A true copy of the agreement of association and the names of the subscribers thereto, or of the act of incorporation, as the case may be. (6) The date of the first meeting and of the successive adjournments thereof, if any. (c) The amount of capital stock then to be issued ; the amount thereof to be paid for in full in cash ; the amount thereof to be paid for in cash by instalments and the instalment to be paid before the corporation commences business; and the amount thereof to be paid for in property. If such property consists in any part of real estate, its location, area and the amount of stock to be issued therefor shall be stated ; if any part of such property is personal, it shall be described in such detail as the commissioner of corporations may require, and the amount of stock to be issued therefor stated. If any part of the capital stock is issued for services or expenses, the nature of such services or expenses and the amount of stock which is issued therefor shall be clearly stated. (d) The name, residence and post office address of each of the officers of the corporation. The directors who sign such articles shall be jointly and severally liable to any stockholder of the corporation for actual damages caused by any statement therein which is false and which they know to be false. Section 12. The articles of organization and the record of the first meeting of the incorporators shall be submitted to the commissioner of corporations, who shall examine them and who may require such amendment thereof or such additional information as he may consider necessary. If he finds that the articles conform to the provisions of the preceding sections relative to the organization of the corporation, he shall so certify and indorse his approval thereon. Thereupon, the articles shall, upon payment of the fee hereinafter provided, be filed in the office of the secretary of the commonwealth, who shall cause them and the indorsement thereon to be recorded, and, except in the case of a corporation created by special law, shall thereupon issue a certificate of incorporation in the following form : - COMMONWEALTH OF MASSACHUSETTS. Be it knoAvn that whereas (the names of the subscribers to the Form, agreement of association) have associated themselves with the intention of forming a corporation under the name of (the name of the corporation), for the purpose (the purpose declared in the agree- ment of association), with a capital stock of (the amount fixed in the agreement of association, with a statement of the several classes into which the stock is divided and their respective amounts, and of the method of paying for such stock, whether by cash in full, cash on instalments, property, or partly cash and partly property), and have complied with the provisions of the statutes of this commonwealth in such case made and provided, as appears from the articles of organization of said corporation, duly approved by the commissioner of corporations and recorded in this office: now, therefore, I (the name of the secretary), secretary of the commonwealth of Massachusetts, do hereby certify that said (the names of the subscribers to the agreement of association), their associates and successors, are legally organized and established as, and are hereby made, an existing corporation under the name of (name of the corporation), 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 great seal of the commonwealth of Massachusetts hereunto affixed, this day of in the year (the date of filing of the articles of organization). The secretary shall sign the certificate of incorporation and cause the great seal of the commonwealth to be thereto affixed, and such certificate shall have the force and effect of a special charter. The existence of every corporation which is not created by special law shall begin upon the filing of the articles of organization in the office of the secretary of the commonwealth. The secretary of the commonwealth shall also cause a record of the certificate of incorporation to be made, and such certificate, or such record, or a certified copy thereof, shall be conclusive evidence of the existence of such corporation. Section 13. Every corporation may determine by its by-laws the time and place of holding and the manner of conducting its meetings, and, in accordance with the provisions of section eighteen, of electing its officers, the powers, duties and tenure of its officers, the number of its directors, the number of stockholders and of directors necessary to constitute a quorum, the manner of calling regular and special meetings of the directors, the expediency of providing for an executive committee, the number of members thereof, and the duties which may be delegated to it, the method of making demand for payment of subscriptions to its capital stock, the conditions under which a new certificate of stock may be issued in place of a certificate which is alleged to have been lost or destroyed, the method in general of transacting its busi- ness and the manner by which the by-laws may be altered, amended or repealed. Section 14. Capital stock may be issued for cash, property, tangible or intangible, services or expenses. Stock which is issued for cash may be paid for in full before it is issued or by instalments. If it is paid for by instalments, the stock certificate shall be legibly stamped with the words "-per cent paid up, balance payable [stating manner and time of payment]-and shares subject to forfeiture if unpaid", the proportion and terms of payment being stated to agree with the facts; and, as each instalment is demanded and paid, the certificate shall be stamped accordingly. Stock may be issued subsequent to the issue of stock certified by the articles of organization if a certificate is prepared within thirty days after the date when the issue of such additional stock has been authorized, and is signed and sworn to by the president, treasurer and a majority of the directors setting forth : - (a) the total amount of capital stock authorized ; (b) the amount of stock already issued for cash payable by instalments and the amount paid thereon ; also the amount of full paid stock already issued for cash, property, services or expenses; (c) the amount of additional stock to be issued for cash, property, services or expenses respectively ; (d) a description of said property, and a statement of the nature of said services or expenses, in the manner required by the provisions of section eleven. Such certificate shall be submitted to the commissioner of corporations, who shall examine it in the same manner as the original articles of organization. If he finds that it conforms to the requirements of law, he shall so certify and indorse his approval thereon, and it shall thereupon be filed in the office of the secretary of the commonwealth who, upon payment of the fee hereinafter provided, shall cause it and the indorsement thereon to be recorded. No issue of stock subsequent to the issue of stock certified by the articles of organization shall be lawful until said certificate shall have been filed in the office of the secretary of the commonwealth as aforesaid. No stock shall be at any time issued unless the cash, so far as due, or the property, services or expenses for which it was authorized to be issued has been actually received or incurred by, or conveyed or rendered to, the corporation ; and the president, treasurer and directors shall be jointly and severally liable to any stockholder of the corporation for actual damages caused to him by such issue. Section 15. If, by the provisions of the articles of organization, capital stock which is issued for cash is to be paid for in full before it is issued, the directors may require payment of the subscriptions therefor in such proportions and at such times and places as they deem proper by making demand therefor according to the bylaws, or, in default of such by-law, by a notice mailed to each subscriber at least seven days before sueh subscription is payable. If the subscriber refuses or neglects to pay the amount so demanded for thirty days after the time limited in such notice for payment, his rights of subscription may be sold by public auction by the treasurer of the corporation who, out of the proceeds of such sale, shall pay to the corporation the amount then due from such subscriber with interest and incidental charges, first giving notice by mail to such subscriber, not less than ten days prior to such sale, of the time and place appointed therefor and of the amount due and payable by him. Upon the sale of such rights as aforesaid, the directors shall give to the purchaser a certificate thereof. If the rights of such subscriber do not sell for an amount sufficient to pay the amount due from him with interest and charges of sale, he shall be liable to the corporation in an action at law for the deficiency; if they sell for more, he shall be entitled to the surplus. At the expiration of thirty days after the time limited for payment as aforesaid, the directors may waive their right to offer such rights for sale, and may elect to proceed by an action at law against such delinquent subscriber to recover all amounts due and payable by him with interest. If said rights are not sold at said auction, or if a judgment rendered in an action against a subscriber remains unsatisfied for thirty days, all amounts previously paid by him shall be forfeited to the corporation. Section 16. If stock is issued payable by instalments, the directors may require the payment of subscriptions for stock in such proportions and at sueh times and places as they deem proper, by making demand therefor according to the by-laws and by a notice mailed to each stockholder at least two weeks before any instalment is payable. If a stockholder neglects to pay an instalment for thirty days after the time limited in such notice for payment, the treasurer of the corporation may sell such stockholder's shares by public auction, and, out of the proceeds of such sale, shall pay to the corporation all instalments then due from such stockholder with interest and incidental charges. A notice stating the time and place of such sale and the amount of the instalment due and payable and also the number of the certificate and number of shares of stock thus offered for sale shall be sent by the treasurer by mail not less than ten days prior to such sale to such stockholder and also to the person who originally subscribed to the said delinquent stock. Upon the sale of such stock as aforesaid, the directors shall transfer the shares so sold to the purchaser, who shall be entitled to a certificate therefor; and thereupon, the outstanding certificate shall be void. The balance of the proceeds of such sale shall be held by the corporation for such stockholder, his representatives or assigns, and be paid to him or them at any time upon surrender and delivery to the corporation of his certificate. If no person offers an amount sufficient to pay all instalments due upon such stock with interest and incidental charges, it shall not be sold, but the delinquent stockholder shall be liable to the corporation in an action at law for such instalments, interest and incidental charges, and if a judgment rendered in such action remains unsatisfied for thirty days, the original subscriber shall be so liable. Instead of offering such stock for sale, the directors, at the expiration of the time limited in the notice for payment of such instalments, may proceed by an action at law against the delinquent stockholder, and, if a judgment rendered against him in such action remains unsatisfied for thirty days, against the original subscriber, for the recovery of such instalments, interest and incidental charges. The delinquent stockholder or the original subscriber, as the case may be, upon the payment of such instalments, interest and incidental charges, or of the judgment therefor, shall be entitled to a certificate of the stock, so stamped as to indicate the payments made, and, thereupon, the original certificate for such stock shall be void. If a judgment rendered in an action against the original subscriber remains unsatisfied for thirty days, said stock shall be forfeited to the corporation, an entry of transfer to it shall be made on its books, and, thereupon, the original certificate shall be void. While the stock remains the property of the cor- poration, no dividends shall be declared nor instalments paid upon it; but it shall remain subject to the control of the corporation according to its by-laws. officers. Section 17. The business of every corporation shall be managed and conducted by a president, a board of not less than three directors, a clerk, a treasurer and such other officers and such agents as the corporation by its by-laws shall authorize. Section 18. The directors, the treasurer, the clerk and such other officers as the by-laws may prescribe shall be elected annually by the stockholders by ballot, and the president shall be elected annually by and from the board of directors. Every director, unless the by-laws otherwise provide, shall be a stockholder. The treasurer may be required to give a bond for the faithful performance of his duty in such sum and with such sureties as the bylaws may prescribe. The clerk, who shall be a resident of this commonwealth, shall be sworn and shall record all votes of the corporation in a book to be kept for that purpose. Every corporation may, by its articles of organization or by an amendment to such articles adopted as hereinafter provided, divide its directors into classes and prescribe the tenure of office of the several classes; but no class shall be elected for a shorter period than one year or for a longer period than five years, and the term of office of at least one class shall expire in each year. Except as herein otherwise provided, the officers of a corporation shall hold office for one year and until their successors are chosen and qualified. The manner of choosing or of appointing all other agents and officers and of filling all vacancies shall be prescribed by the by-laws, and, in default of such by-law, vacancies may be filled by the board of directors. Section 19. The board of directors may exercise all of the powers of the corporation, except such as are conferred by law, or by the by-laws of the corporation, upon the stockholders. A corporation may, by its by-laws, provide for an executive committee to be elected from and by its board of directors. To such committee may be delegated the management of the current and ordinary business of the corporation, and such other duties as the by-laws may prescribe. meetings. Section 20. There shall be an annual meeting of the stockholders and the time and place of holding it, and the manner of conducting it, shall be fixed by the by-laws; but it shall be held within sixty days after the end of the fiscal year of the corporation. All meetings of stockholders shall be held in the commonwealth. A written or printed "notice, stating the place, day and hour thereof, shall be given b}^ the clerk, at least seven days before such meeting, to each stockholder by leaving such notice with him or at his residence or usual place of business, or by mailing it, postage prepaid, and addressed to each stockholder at his address as it appears upon the books of the corporation. Unless the by-laws otherwise provide, a majority in interest of all stock issued and outstanding and entitled to vote shall constitute a quorum. Notices of all meetings of stockholders shall state the purposes for which the meetings are called. No notice of the time, place or purpose of any regular or special meeting of the stockholders shall be required if every stockholder, or his attorney thereunto authorized, by a writing which is filed with the records of the meeting, waives such notice. Section 21. 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, or if the clerk or other officer refuses or neglects to call it, a justice of the peace may, upon written application of three or more of the stockholders, issue a warrant to any one of them, directing him to call a meeting by giving such notice as is required by law, and may, by the same warrant, direct him to preside at the meeting until a clerk is duly chosen and qualified, if no officer of the corporation is present who is legally authorized to preside. Section 22. Special meetings of the stockholders may be called by the president or by a majority of the directors, and shall be called by the clerk upon written application of three or more stockholders who are entitled to vote and who hold at least one tenth part in interest of the capital stock, stating the time, place and purpose of the meeting. Section 23. No corporation shall, directly or indirectly, vote upon any share of its own stock. Section 24. Stockholders who are entitled to vote shall, except as provided in section ninety-three, have one vote for each share of stock owned by them. Capital stock shall not be voted upon if any instalment of the subscription therefor which has been duly demanded under the provisions of section sixteen is overdue and unpaid. Stockholders may vote either in person or by proxy. No proxy which is dated more than six months before the meeting named therein shall be accepted, and no such proxy shall be valid after the final adjournment of such meeting. Section 25. Meetings of the board of directors may be held within or without the commonwealth. Any meeting of the board of directors shall be a legal meeting without notice if each director, by a writing which is filed with the records of the meeting, waives such notice. stock. Section 26. Each stockholder shall be entitled to a certificate, in form conformable to the provisions of section fourteen, which shall be signed by the president and by the treasurer of the corporation, shall be sealed with its seal and shall certify the number of shares owned by him in such corporation. Each certificate of stock which by the agreement of association or amended agreement of association or, in the case of a corporation created by special law, by its articles of organization is limited as to its voting rights, or which is preferred as to its dividend or as to its share of the principal upon dissolution, shall have a sufficient statement of such limitation or preference plainly written or stamped upon it, and each certificate subsequently issued of any class of stock in the corporation shall have printed or stamped thereon the clause of such agreement of association or amended agreement of association or articles of organization authorizing the issue of stock in any respect preferred or limited. Section 27. Every corporation may create two or more classes of stock with such preferences, voting powers, restrictions and qualifications thereof as shall be fixed in the agreement of association or, in the case of a corporation created by special law, in the articles of organization,- or in an amendment to said agreement or articles which may be adopted as hereinafter provided. Section 28. 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 corporation 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, except as provided in section sixteen, 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. Sectioxt 29. Executors, administrators, guardians, trustees or persons in any other representative or fiduciary capacity may vote as stockholders upon stock held in such capacity. Section 30. The agreement of association, an attested copy of the articles of organization or of articles in amendment of said agreement or of said articles and of the bylaws, with a reference on the margin of the copy of the by-laws to all amendments thereof, and a true record of all meetings of stockholders shall be kept by every corporation at its principal office in this commonwealth for the inspection of its stockholders. The stock and transfer books of every corporation, wmich shall contain a complete list of all stockholders, their residences and the amount of stock held by each, shall be kept at an office of the corporation in this commonwealth for the inspection of its stockholders. Said stock and transfer books and said attested copies and records shall be competent evidence in any court of this commonwealth. If any officer or agent of a corporation having charge of such copies, books or records refuses or neglects to exhibit them or to submit them to examination as aforesaid, he or the corporation shall be liable to any stockholder for all actual damages sustained by reason of such refusal or neglect, and the supreme judicial court or the superior court shall have jurisdiction in equity, upon petition of a stockholder, to order any or all of said copies, books or records to be exhibited to him and to such other stockholders as may become parties to said petition, at such a place and time as may be designated in the order. Section 31. The directors of a corporation may, unless otherwise provided by the by-laws, determine the conditions upon which a new certificate of stock may be issued in place of any certificate which is alleged to have been lost or destroyed. They may, in their discretion, require the owner of a lost or destroyed certificate, or his legal representative, to give a bond with sufficient surety to the corporation in a sum not exceeding double the market value of the stock to indemnify the corporation against any loss or claim which may arise by reason of the issue of a certificate in place of such lost or destiwed stock certificate. Section 32. Every corporation shall, once in every five years, publish three times successively in a newspaper in the city of Boston, and also in a newspaper in the county in which the principal office of the corporation is located, a list of all dividends which have remained unclaimed for two jrears or more and the names of the persons to whose credit such dividends stand. stockholders and directors liability. Section 33. The stockholders of a corporation which reduces its capital stock contrary to the provisions of section forty-three shall be liable for the payment of the debts and contracts of the corporation existing at the time of such reduction to the extent of the amount withdrawn and paid to them respectively. The stockholders of a corporation shall also be liable for all money due to operatives for services rendered within six months before demand made upon the corporation and its neglect or refusal to make such payment. A stockholder who pays on a judgment or otherwise more than his proportion of any such debt shall have a claim for contribution against the other stockholders. Section 34. The president, treasurer and directors of every corporation shall be jointly and severally liable for all the debts and contracts of the corporation contracted or entered into while they are officers thereof if any stock is issued in violation of the provisions of section fourteen, or if any statement or report which is required by the provisions of this act is made by them which is false in any material representation and which they know to be false ; but only the officers who sign such statement or report shall be so liable. Section 35. The directors of every corporation shall be jointly and severally liable for the debts and contracts of the corporation in the following cases : - .First. For declaring or assenting to a dividend if the corporation is, or thereby is rendered, bankrupt or insolvent, to the extent of such dividend. Second. For debts contracted between the time of making or assenting to a loan to a stockholder or director and the time of its repayment, to the extent of such loan. Directors who vote against declaring said dividend or who vote against making said loan shall not be liable as aforesaid. Section 36. A stockholder or officer in a corporation shall not be held liable for its debts or contracts unless it has been duly adjudicated bankrupt or unless a judgment has been recovered against it and it has neglected, for thirty days after demand made on execution, to pay the amount due, with the officer's fees, or to exhibit to the officer real or personal property belonging to it and subject to be taken on execution, sufficient to satisfy the same, and the execution has been returned unsatisfied. After such adjudication of bankruptcy or after the execution has been so returned, the clerk, or other officei who has charge of the records of such corporation, upon request of a creditor of the corporation or of his attorney, shall furnish to him a certified list of the names of all persons who were officers and stockholders in such corporation at the time when the liability to be enforced against them personally accrued. The supreme judicial court or the superior court shall have jurisdiction in equity to compel such list to be furnished. After an adjudication of bankruptcy or after the execution has been so returned, any creditor may file a bill in equit}r in the supreme judicial court or the superior court in behalf of himself and of all other creditors of the corporation, against it and all persons who are liable to the plaintiff as stockholders or officers for the recovery of the money due from the corporation to himself and to the other creditors for which the stockholders or officers may be personally liable by reason of any act or omission on the part of the corporation or any of the other defendants, setting forth the bankruptcy of the corporation, or the judgment and proceedings thereon, and the grounds upon which it is expected to charge the stockholders or officers personally. Section 37. Such suit shall not be discontinued by the plaintiff except by order of the court after notice to other creditors. It shall not abate by reason of the nonjoinder of persons liable as defendants, unless the plaintiff, after notice by plea or answer of their existence, unreasonably neglects to make them parties; nor shall it abate by reason of the death of a defendant, but his estate shall be liable in the hands of his executor or administrator, who may voluntarily appear, or who may be summoned by the plaintiff, to defend the suit. Section 38. Such sums as may be decreed to be paid by the stockholders in such suit shall be assessed upon them in proportion to the amounts of stock held by them respectively at the time when their liability accrued ; but a stockholder shall not be liable to pay a larger amount than the amount of stock held by him at that time at its par value as fixed at the time when the liability to be enforced against him personally accrued. Section 39. If, in an action against a corporation, it appears to the court that one of the purposes of the action is to obtain a judgment against the corporation in order to enforce an alleged liability of a person who has been or is a stockholder or officer thereof, such stockholder or officer may be permitted, on petition, to defend such action, and the court may require of him, or of a person in his behalf, a bond with sufficient surety or sureties conditioned to pay to the plaintiff all costs which may accrue and be taxed to him after the filing of said petition. amendments after organization. Section 40. Every corporation may, at a meeting duly called for the purpose, by the vote of a majority of all its stock, or, if two or more classes of stock have been issued, of a majority of each class outstanding and entitled to vote, authorize an increase or a reduction of its capital stock and determine the terms and manner of the disposition of such increased stock, may authorize a change of the location of its principal office or place of business in this commonwealth or a change of the par value of the shares of its capital stock, or may authorize proceedings for its dissolution under the provisions of section fifty-one. It may, at a meeting duly called for the purpose, by the vote of two thirds of all its stock, or, if two or more classes of stock have been issued, of two thirds of each class of stock outstanding and entitled to vote, or by a larger vote if the agreement of association so requires, change its corporate name, the nature of its business, the classes of its capital stock subsequently to be issued and their voting power, or make any other lawful amendment or alteration in its agreement of association or articles of organization, or sell, lease or exchange all its property and assets, including its good will and its corporate franchise, upon such terms and conditions as it deems expedient. Section 41. Articles of amendment signed and sworn to by the president, treasurer and a majority of the directors shall, within thirty days after said meeting, be prepared, setting forth such amendment or alteration, and stating that it has been duly adopted by the stockholders. Such articles shall be submitted to the commissioner of corporations, who shall examine them in the same mannei as the original articles of organization. If he finds that they conform to the requirements of law, he shall so certify and indorse his approval thereon, and they shall thereupon be filed in the office of the secretary of the commonwealth, who, upon payment of the fee hereinafter provided, shall cause them, and the indorsement thereon, to be recorded. No amendment or alteration of the agreement of association or articles of organization shall take effect until said articles of amendment shall have been filed in the office of the secretary of the commonwealth as aforesaid. Section 42. If an increase in the total amount of the capital stock of any corporation shall have been authorized by vote of its stockholders in accordance with the provisions of section forty, the articles of amendment shall also set forth : (a) the total amount of capital stock already authorized; (6) the amount of stock already issued for cash payable by instalments and the amount paid thereon ; and the amount of full paid stock already issued for cash, property, services or expenses; (c) the amount of additional stock authorized ; (d) the amount of such stock to be issued for cash, property, services or expenses, respectively ; (e) a description of said property and a statement of the nature of said services or expenses, in the manner required by the provisions of section eleven. Section 43. If a reduction of the capital stock of any corporation shall have been authorized by its stockholders in accordance with the provisions of section forty, the articles of amendment shall also set forth (a) the total amount of capital stock already authorized and issued ; (b) the amount of the reduction and the manner in which it shall be effected ; (c) a copy of the vote authorizing the reduction. No reduction of capital stock shall be lawful which renders the corporation bankrupt or insolvent, but the capital stock may be reduced by the surrender by every stockholder of his shares and the issue to him in lieu thereof of a proportional decreased number of shares, if the assets of sueh corporation are not reduced thereby, without creating any liability of the stockholders of such corporation in case of the subsequent bankruptcy of sueh corporation. Section 44. A stockholder in any corporation which shall have duly voted to sell, lease or exchange all its property and assets or to change the nature of its business in accordance with the provisions of section forty, who, at the meeting of stockholders, has voted against such action may, within thirty days after the date of said meeting, make a demand in writing upon the corporation for payment for his stock. If the corporation and the stockholder cannot agree upon the value of the stock at the date of such sale, lease, exchange or change, such value shall be ascertained by three disinterested persons, one of whom shall be named by the stockholder, another by the corporation and the third by the two thus chosen. The finding of the appraisers shall be final, and if their award is not paid by the corporation within thirty days after it is made, it may be recovered by the stockholder from the corporation in an action of contract. Upon payment by the corporation to the stockholder of the agreed or awarded price of his stock, the stockholder shall forthwith transfer and assign the stock certificates held by him at, and in accordance with, the request of the corporation. annual reports. Section 45. Every corporation shall annually, within thirty days after the date fixed in its by-laws for its annual meeting last preceding the date of such report, 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, prepare a report of condition which shall be signed and sworn to by its president, treasurer and at least a majority of its directors stating : - 1. The name of the corporation. 2. The location (with street address) of its principal office in this commonwealth, and elsewhere in the case of a corporation organized to do business wholly outside the commonwealth. 3. The date of its last preceding annual meeting. 4. The total amount of its authorized capital stock; the amount issued and outstanding and the amount then paid thereon ; the class or classes, if any, into which it is divided ; the par value and number of its shares. 5. The names and addresses of all the directors and officers of the corporation, and the date at which the term of office of eaeh expires. 6. A statement of the assets and liabilities of the corporation as of the date of the end of its last fiscal year, to be made substantially in the following form: - Assets. Real estate, ......... Machinery, ......... Merchandise: Manufactures, merchandise, material and stock in process. Cash and debts receivable, . . . Patent rights, ......... Trade-marks, ......... Good will, ......... Profit and loss, ........ Total, Liabilities. Capital stock, ..... Accounts payable, .... Funded indebtedness, Floating indebtedness, Surplus, ...... Fro tit and loss, .... Total,..... Section 46. Such report shall be submitted to the commissioner of corporations, who shall examine it and if he finds that it conforms to the requirements of this act, he shall indorse his approval thereon ; and upon the payment of the fee hereinafter provided, it may be filed in the office of the secretary of the commonwealth, who shall receive and preserve it in book form convenient for reference and open to public inspection. Section 47. Such report 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 for each ensuing fiscal year by a committee of three stockholders who are not directors which shall be selected at each annual meeting of the stockholders, or, if there are not three stockholders other than directors able and willing to serve on such committee, then to be employed by the directors, stating that such report 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 report in the office of the secretary of the commonwealth and shall be attached to and form part of it. The auditor shall be sworn to the faithful performance of his duties by a justice of the peace or some other magistrate authorized to administer oaths or affirmations ; and evidence of such appointment and qualification shall be filed in the office of the commissioner of corporations. Section 48. Every corporation shall annually, between the first and tenth days of May, make a return to the tax commissioner, under the oath of its treasurer, stating the name of the corporation and setting forth as of the first day of May of the year in which the return is made : - 1. The total authorized amount of the capital stock of the corporation ; the amount issued and outstanding and the amount then paid thereon ; the classes, if any, into which it is divided ; the par value and number of its shares ; the market value of the shares of its stock, or of each class of its stock if there are two or more classes. 2. A statement in such detail as the tax commissioner may require of the real estate, machinery, merchandise and other assets belonging to the corporation within and without the commonwealth. 3. A complete list of the stockholders of the corporation, their residences and the amount and class of stock, if more than one, belonging to each. If stock is held as collateral security, the list shall state the name and residence of the pledgor and of the pledgee. Such return shall be filed by the tax commissioner, and shall be open only to the inspection of the tax commissioner, his clerks and assistants, and such other officers of the commonwealth as may have occasion to inspect it for the purpose of assessing or of collecting taxes. Section 49. If a corporation fails to file its report of condition within thirty days after the date of its annual meeting or of a final adjournment thereof, or its tax return before the tenth day of May of each year, the commissioner of corporations or the tax commissioner, as the case may be, shall give notice by mail, postage prepaid, to such corporation of its default. If it omits to file such report or return within thirty days after such notice of default has been given, it shall forfeit to the commonwealth not less than five nor more than ten dollars for each day for fifteen days after the expiration of the said thirty days, and not less than ten nor more than two hundred dollars for each day thereafter during which such default continues. If a corporation fails for two successive years to file its annual report of condition, the supreme judicial court, upon application by the commissioner of corporations, after notice and a hearing, may decree a dissolution of the corporation. Section 50. Penalties or forfeitures incurred by any corporation which, being subject to the provisions of this act, omits to cause any certificate or return which may be required by the provisions of sections forty-five, forty-eight, sixty and sixty-six, to be duly filed may be recovered in an action brought in the county of Suffolk in the name of the commonwealth, or the}r may be recovered by an information in equity in the name of the attorney-general at the relation of the tax commissioner or commissioner of corporations, as the case may be, brought in the supreme judicial court in the county of Suffolk. Upon such information, the court may issue an injunction restraining the further prosecution of the business of the corporation named therein until such penalties or forfeitures, with interest and costs, have been paid and until the returns and certificates required by this act have been filed. dissolution of corporations. Section 51. A corporation which desires to close its affairs may, unless otherwise provided in the agreement of association, by the vote of a majority of all its stock, or, if two or more classes of stock have been issued, of a majority of each class outstanding and entitled to vote, authorize a petition for its dissolution to be filed in the supreme judicial court or in the superior court setting forth in substance the grounds of the 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 the limitation of its charter. Section 52. Every corporation whose charter expires by its own limitation or is annulled by forfeiture or otherwise, or whose corporate existence for other purposes is terminated in any other manner, shall nevertheless be continued as a body corporate for three years after the time when it would have been so dissolved, for the purpose of prosecuting and defending suits by or against it and of enabling it gradually to settle and close its affairs, to dispose of and convey its property and to divide its capital stock, but not for the purpose of continuing the business for which it was established. Section 53. If the charter of a corporation expires or is annulled, or if the corporation is dissolved, or if a judgment has been recovered against it, and it has neglected, for thirty days after demand made on execution, to pay the amount due, with the officer's fees, or to exhibit to the officer real or personal property belonging to it and subject to be taken on execution, sufficient to satisfy the same, and the execution has been returned unsatisfied, the supreme judicial court or the superior court shall have jurisdiction in equity upon application of a creditor or stockholder to appoint one or more receivers to take charge of its estate and effects and to collect the debts and property due and belonging to it; with power to prosecute and defend suits in its name or otherwise, to appoint agents under them and to do all other acts which might be done by such corporation, if in being, which may be necessary for the final settlement of its unfinished business. The powers of such receivers may be continued as long as the court finds necessary for said purposes. Section 54. The receivers shall pay all debts due from the corporation if the funds in their hands are sufficient therefor; and if they are not, they shall distribute them ratably among the creditors who prove their debts in the manner directed by any decree of the court for that purpose. If there is a balance remaining after the payment of the debts, the receivers shall distribute and pay it to those who are justly entitled thereto as having been stockholders of the corporation, or their legal representatives. Section 55. If a corporation is dissolved or annulled the clerk of the court in which the decree therefor has been entered shall forthwith make return thereof to the secretary of the commonwealth, giving the name of the corporation dissolved or annulled and the date upon which such decree was entered. foreign corporations. Section 56. The term '' foreign corporation " as used in this act shall mean every corporation, association or organization which has been established, organized or chartered under laws other than those of the commonwealth for purposes for which domestic corporations may be organized under the provisions of section seven. Section 57. No such foreign corporation shall engage or continue in any kind of business in this commonwealth the transaction of which by domestic corporations is not permitted by the laws of this commonwealth. Section 58. Every such foreign corporation which has a usual place of business in this commonwealth, or which is engaged in this commonwealth, permanently or temporarily, and with or without a usual place of business therein, in the construction, erection, alteration or repair of a building, bridge, railroad, railway or structure of any kind, shall, before doing business in this commonwealth, in writing appoint the commissioner of corporations and his successor in office to be its true and lawful attorney upon whom all lawful processes in any action or proceeding against it may be served, and in such writing shall agree that any lawful process against it which is served on said attorne}r shall be of the same legal force and validity as if served on it, and that the authoruy" shall continue in force so long as any liability remains outstanding against it in this commonwealth. The power of attorney and a copy of the vote authorizing its execution, duly certified and authenticated, shall, upon payment of the fee hereinafter provided, be filed in the office of the commissioner, and copies certified by him shall be sufficient evidence thereof. Service of such process shall be made by leaving a copy of the process and a fee of two dollars in the hands or in the office of the commissioner, and such service shall be sufficient service upon the corporation. Section 59. When legal process against any such corporation has been served upon the commissioner, he shall immediately give notice to the corporation of such service by mail, postage prepaid, directed, in the case of a corporation established in a foreign country, to the resident manager, if any, in the United States; and shall, within two days after such service, in the same manner forward a copy of the process served upon him to such corporation or manager, or to any other person designated by the corporation by written notice tiled in the office of the commissioner. The fee of two dollars paid by the plaintiff to the commissioner at the time of the service shall be taxed in his costs, if he prevails in the suit. The commissioner shall keep a record of the da}r and hour of the service of all such processes. Section 60. Every foreign corporation, of the classes described in section fifty-eight, before transacting business in this commonwealth, shall, upon pajunent of the fee hereinafter provided, file with the commissioner of corporations a copy of its charter, articles or certificate of incorporation, certified under the seal of the state or country in which such corporation is incorporated by the secretary of state thereof or by the officer having charge of the original record therein, a true copy of its fry-laws, and a certificate in such form as the commissioner of corporations may require, setting forth (") the name of the corporation ; (b) the location of its principal office ; (c) the names and the addresses of its president, treasurer, clerk or secretary and of the members of its board of directors ; (d) the date of its annual meeting for the election of officers ; (e) the amount of its capital stock, authorized and issued, the number and par value of its shares, the amount paid in thereon to its treasurer, and, if any part of such payment has been made otherwise than in mone)r, of the details of such payment, so far as practicable, in accordance with the provisions of section eleven. Said certificate shall be subscribed and sworn to by its president, treasurer and by a majority of its directors or officers having the powers usually exercised by directors. The officers and directors of such corporation shall be subject to the same penalties and liabilities for false and fraudulent statements and returns as officers and directors of a domestic corporation subject to this act. Every officer of such a corporation which fails to comply with the requirements of this section and of sections fifty-eight and sixty-six, and every agent thereof who transacts business as such in this commonwealth shall, for such failure, be liable to a fine of not more than five hundred dollars. Such failure shall not affect the validity of any contract with such corporation, but no action shall be maintained or recovery had in any of the courts of this commonwealth by any such foreign corporation so long as it fails to comply with the requirements of said sections. Section 61. The commissioner of corporations shall refuse to accept or file the charter, certificate or other papers of, or accept appointment as attorney for service for, any such corporation which does a business in this commonwealth the transaction of which by domestic corporations is not then permitted by the laws of this commonwealth. Section 62. Foreign corporations which have property in this commonwealth shall be liable to be sued and to have their property attached in the same manner and to the same extent as natural persons who are residents of other states and who have property in this commonwealth. The service of the writ shall be made in the manner provided in chapters one hundred and sixty-seven and one hundred and seventy of the Revised Laws, with such further service as the court to which the writ is returnable may order. Section 63. Foreign corporations organized for any purpose for which domestic corporations may be organized under the provisions of section seven, which have complied with the provisions of sections fifty-eight and sixty, may purchase and hold such real estate in this commonwealth as may be necessary for conducting their business. Section 64. 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 laws 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 the dissolution of such corporation and for the proper disposition of its assets. 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 ninety-four. Section 65. All foreign corporations of the classes described in section fifty-eight, and such foreign corporations as are engaged in the business of selling or negotiating bonds, mortgages, notes or other choses in action, shall, within thirty days after the payment in of an increase of capital stock, upon payment of the fee hereinafter provided, file in the office of the secretary of the commonwealth a certificate of the amount of such increase and the fact of such payment, signed and sworn to by its president, treasurer and a majority of its directors or officers having the powers usually exercised by directors. Within thirty days after the vote of such corporation authorizing a reduction of its capital stock, a copy of such vote, signed and s^vorn to by the clerk of the corporation, shall, upon payment of the fee hereinafter provided, be filed in the office of the secretary of the commonwealth. Section 66. Every foreign corporation of the classes described in section fifty-eight shall annually, Avithin thirty days after the date fixed for its annual meeting last preceding the date of such certificate, or Avithin thirty days after the final adjournment of said meeting, but not more than three months after the date so fixed for said meeting, prepare and file in the office of the secretary of the commonAvealth, upon payment of the fee hereinafter provided, a certificate signed and SAvorn to by its president, treasurer and by a majority of its board of directors showing the amount of its authorized capital stock, and its assets and liabilities as of a date not more than sixty clays prior to said annual meeting, in such form as is required of domestic corporations under the provisions of section forty-five, and the change or changes, if any, in the other particulars included in the certificate required by section sixty made since the filing of said certificate or of the last annual report. Section 67. A certificate Avhich is required to be filed by the preceding section shall be accompanied by a Avritten statement under oath by an auditor, as provided in section forty-seven, except that such auditor shall in all cases be chosen by the board of directors. Before it is filed, it shall be submitted to the commissioner of corporations together Avith the eAridences of the payment of any taxes Avhich may have been assessed upon the corporation by any city or toAvn in the commonAvealth for the year last preceding. The commissioner of corporations shall examine said certificate and said eAridences and shall, as tax commissioner, assess upon the corporation an excise tax, if any is due, in accordance with the provisions of section seA'enty-nVe. If he finds that the certificate is in compliance with the requirements of the preceding section, he shall indorse his approAral thereon ; but no certificate shall be filed until he has indorsed his approAral thereon and until the excise tax required by section seArenty-five if any is due has been paid to the treasurer and receiver general. Section 68. A foreign corporation of the classes described in section fifty-eight, which omits to file the certificate required by section sixty-six, shall forfeit to the commonAvealth not less than five nor more than ten dollars for each day for fifteen days after the expiration of the period therein named, and not less than ten nor more than two hundred dollars for each day thereafter, during which such omission continues, which shall be recovered as provided in section fifty. Section 69. The commissioner of corporations, upon the failure of any such corporation to file the certificate required by section sixty-six, shall forthwith notify such corporation, and the notice shall contain a copy of this and the four preceding sections and of section fifty. Section 70. The officers of foreign corporations of the classes described in section fifty-eight shall be jointly and severally liable for all the debts and contracts of the corporation contracted or entered into while they are officers thereof, if any statement or report which is required by the provisions of this act is made by them which is false in any material representation and which they know to be false; but only the officers who sign such statement or report shall be so liable. Such liability shall be enforced upon the conditions and in the manner prescribed by sections thirty-six, thirty-seven and thirty-nine. taxation. Section 71. Every corporation which is organized or created under the laws of this commonwealth and which is subject to the provisions of this act shall be subject to taxation upon all real estate and machinery owned by it and situated in this commonwealth by the eity or town in which said real estate or machinery is situated, and every foreign corporation which is subject to the provisions of this act shall be subject to taxation upon all real estate, machinery and merchandise owned by it and situated in this commonwealth by the city or town in which such property is situated. The taxes authorized by the provisions of this section shall be assessed, collected and paid in accordance with the provisions of chapters twelve and thirteen of the Revised Laws. Section 72. The tax commissioner shall annually ascertain from the returns required by the provisions of this act, or in any other manner, the market value of the shares of the capital stock of each domestic corporation which is subject to the provisions of this act, and shall estimate therefrom the fair cash value of all of the shares constituting its capital stock on the preceding first day of May, which shall, for the purposes of this act, be taken as the value of its corporate franchise. From such value there shall be deducted the value as found by the tax commissioner of its real estate and machinery within the commonwealth subject to local taxation and of securities which, if owned by a natural person resident in this commonwealth, would not be liable to taxation ; also the value as found by the tax commissioner of its property situated in another state or country and subject to taxation therein. From such value there shall not be deducted securities which, if owned by a natural person resident in this commonwealth, would be liable to taxation. For the purposes of this section, the tax commissioner may take the value at which such real estate and machinery is assessed in the city or town where it is situated as its true value, but such local assessment shall not be conclusive of its value. Section 73. The tax commissioner may require a corporation to prosecute an appeal from the valuation of its real estate or machinery by the assessors of a city or town, either to the county commissioners or to the superior court, whose decision shall be conclusive upon the question of value. Upon such appeal the tax commissioner may be heard, and in the superior court costs may be awarded as justice requires. Section 74. Every domestic corporation which is subject to the provisions of this act shall in each year pay to the treasurer and receiver general a tax upon the value of its corporate franchise, after making the deductions provided for in section seventy-two, at a rate to be determined by an apportionment of the whole amount of money to be raised by taxation upon property in the commonwealth during the same year as returned by the assessors of the several cities and towns under the provisions of section ninety-three of chapter twelve of the Revised Laws, after deducting therefrom the amount of tax assessed upon polls for the preceding year, as certified to the secretary, upon the aggregate valuation of all cities and towns for the preceding year as returned under sections sixty and sixty-one of said chapter of the Revised Laws. But the said tax upon the value of the corporate franchise after making the deductions provided for in section seventy-two, shall not exceed a tax levied at the rate aforesaid upon an amount, less said deductions, twenty per cent in excess of the value, as found by the tax commissioner, of the real estate, machinery and merchandise, and of securities which if owned by a natural person resident in this commonwealth would not be liable to taxation ; and the total amount of tax to be paid by such corporation in any year upon its property locally taxed in this commonwealth and upon the value of its corporate franchise shall amount to not less than one tenth of one per cent of the market value of its capital stock at the time of said assessment as found by the tax commissioner. If the return from any eity or town is not received prior to the twentieth day of August, the amount raised by taxation in said city or town for the preceding year, as certified to the secretary of the commonwealth, may be adopted for the purpose of this determination. Section 75. Every foreign corporation of the classes described in section fifty-eight shall, in eaeh year, at the time of filing its annual certificate of condition, pay to the treasurer and receiver general, for the use of the commonwealth, an excise tax to be assessed by the tax commissioner of one hundredth of one per cent of the par value of its authorized capital stock as stated in its annual certificate of condition ; but it may deduct from sueh tax the amount of taxes upon property paid by it to any eity or town in the commonwealth during the preceding year, and the amount of such excise tax shall not in any one year exceed the sum of two thousand dollars. Section 76. If the value of the real estate and machinery of a domestic corporation which is subject to local taxation within the commonwealth, as determined by the tax commissioner, is less than the value thereof as determined by the assessors of the city or town in which it is situated, he shall give notice of his determination to sueh corporation ; and, unless within one month after the date of such notice it applies to said assessors for an abatement and, upon their refusal to grant an abatement, prosecutes an appeal under the provisions of section seventy-seven of chapter twelve of the Revised Laws, giving notice thereof to the tax commissioner, the valuation of said commissioner shall be conclusive upon said corporation. Section 77. The tax commissioner shall, annually, as soon as may be after the first Monday of August, give notice to the treasurer of every domestic corporation which is liable to a tax under the provisions of sectiou seventy-four of the amount thereof, that it will be due and payable to the treasurer and receiver general within thirty days after the date of such notice, but not before the first day of November; and that, within ten days after the date of such notice, the corporation may apply for a correction of said tax and be heard thereon by the board of appeal authorized by the provisions of section sixty-five of chapter fourteen of the Revised Laws. Section 78. Taxes which are assessed under the provisions of this act may be recovered by the treasurer and receiver general in an action of contract brought in the name of the commonwealth, or they may be collected by an information brought in the supreme judicial court by the attornc}T-general at the relation of the treasurer and receiver general. The court may issue an injunction upon such information restraining the further prosecution of the business of such corporation until such taxes with interest and costs thereon have been paid. Section 79. Corporations which neglect to pay the taxes assessed under the provisions of this act shall pay interest at the rate of six per cent per annum from the time when such taxes were payable until such payment is made, if such payment is made before the commencement of proceedings for the recovery thereof, and twelve per cent if made after the commencement thereof. Section 80. The lessee of the real estate or machiner}7" of any corporation which is liable to taxation under the provisions of this act shall also be liable for the payment of the tax, and upon such payment may, in the absence of an agreement to the contrary, retain it out of the rent of the property or recover it in an action against the lessor. Section 81. Every domestic corporation which is subject to taxation under the provisions of this act shall, when required, submit its books to the inspection of the tax commissioner and its treasurer and directors to examination on oath relative to all matters affecting'the determinations which are to be made by said commissioner. Section 82. Any party who is aggrieved b}r a decision of the tax commissioner upon any question arising under the provisions of sections seventy-two, seventy-four and eigmVy-seven may, within ten days after notice of his decision, apply to the board of appeal authorized by sec- tion sixty-five of chapter fourteen of the Revised Laws. Said board shall hear and decide the subject-matter of said appeal and give notice of its decision to the tax commissioner and to the appellant; and its decision shall be final and conclusive, although payments have been made as required by the decision appealed from. Any overpayment of tax determined by decision of said board of appeal shall be reimbursed from the treasury of the commonwealth. Section 83. If a tax or excise of any kind remains due to or is claimed by the commonwealth from any domestic corporation which is subject to the provisions of this act for ten da}rs after notice given through the mail by the treasurer and receiver general to its treasurer or other financial agent that such tax or excise is due and unpaid, the treasurer and receiver general, in addition to other methods of relief, may issue his warrant, directed to the sheriff or his deputies of the county in which the principal office of the corporation is located, commanding the collection of such tax or excise. Such warrant may be substantially in the form of and served in the same manner as those issued by assessors of towns. It shall not run against the body of any person, but no property of such delinquent corporation shall be exempt from seizure and sale thereon. The officer having such warrant shall collect such tax or excise and interest thereon at the rate of twelve per cent per annum from the time when such tax or excise became due, and may collect and receive for his fees the sum which an officer would be entitled by law to receive upon an execution for a like amount. He shall also collect one dollar for the warrant which shall be paid over to the treasurer and receiver general. Section 84. A corporation which is aggrieved by the exaction of such tax or excise, or of any portion thereof may, within six months after its payment, whether such payment be before or after the issue of the warrant mentioned in the preceding section, apply b}r petition to the supreme judicial court setting forth the amount of the tax or excise and costs thereon which have been paid, the general legal grounds and the specific grounds in fact, if any, upon which it alleges that such tax or excise should not have been exacted. Said petition shall be the exclusive remedy and shall be entered and determined in the county of Suffolk. A copy of the petition shall be served upon the treasurer and receiver general and upon the attorney-general, and the proceedings thereon shall conform as nearly as may be to proceedings in equity, and an abatement shall be made of such portion of the tax or excise as was assessed without authority of law. Section 85. If the court, upon a hearing, adjudges that such tax or excise and the costs thereon have been illegally exacted, a copy of the judgment or decree shall be transmitted by the clerk of the court to the auditor of the commonwealth, who shall thereupon audit and certify the amount adjudged to have been illegally exacted, with interest, and with costs to be taxed by the clerk of the court in the same manner as other claims against the commonwealth, and the treasurer and receiver general shall pay the same without any further act or resolve making appropriation therefor. So much thereof as may have been paid from the treasury of the commonwealth to any city or town may be deducted from and set off against any sum afterward payable to such city or town. Section 86. No taxes shall be assessed in a city or town for state, county or town purposes upon the shares in the capital stock of domestic corporations for any year for which they pay to the treasurer and receiver general a tax on the value of their corporate franchises. Such proportion of the tax collected of each of said corporations as corresponds to the proportion of its stock owned by persons residing in this commonwealth shall be distributed, credited and paid to the several cities and towns in which, from the returns or other evidence, it appears that such persons resided on the preceding first da}r of May, according to the number of shares so held in such cities and towns respectively. If stock is held by co-partners, guardians, executors, administrators or trustees, the proportion of tax corresponding to the amount of stock so held shall be credited and paid to the cities and towns where the stock would have been taxed under the provisions of clauses four, five, six and seven of section twenty-three and section twenty-seven of chapter twelve of the Revised Laws. Section 87. The tax commissioner shall, subject to appeal to the board of appeal authorized by section sixty-five of chapter fourteen of the Revised LaMTs, ascertain and determine the amount due to each city and town under the provisions of the preceding section, notify the treasurer of eacli city and town thereof, and certify the amount as finally determined to the treasurer and receiver general, who shall thereupon pay over the same. organization and filing fees. Section 88. The fee for filing and recording the articles of organization required by section eleven, including the issuing by the secretary of the commonwealth of the certificate of incorporation, shall be one fortieth of one per cent of the total amount of the authorized capital stock as fixed by the articles of organization ; but not in any case less than ten dollars. Section 89. The fee for filing and recording the certificate required by section forty-two providing for an increase of capital stock shall be one fortieth of one per cent of the amount by which the capital is increased. Section 90. The fees for filing all other certificates, statements or reports required by law shall be five dollars for each certificate, statement or report, but no fee shall be paid for filing the annual tax return required by section forty-eight. Fees for official copies of any of the records referred to in this act shall be at the rates now fixed by chapter two hundred and four of the Revised Laws for copies of similar records furnished by the secretary of the commonwealth. Section 91. Every foreign corporation which is subject to the provisions of this act shall pay to the officers hereinafter designated the following fees : for filing a copy of its charter, by-laws and the certificate required by section sixty, twenty-five dollars to the treasurer and receiver general. For filing all other certificates and statements, including the annual certificate of condition required by section sixty-six, five dollars to the secretary of the commonAvealth. miscellaneous provisions. Section 92. A corporation which is organized for the purpose of opening outlets, canals, sluiceways or ditches for the introduction and propagation of herrings and ale-wives, before making any purchase of real estate or doing any acts in pursuance of its organization, shall obtain the authority in writing of the mayor and aldermen of the city or of the selectmen of the town within which its works are to be located, and, within thirty days after obtaining such authority, shall file a copy thereof, certified by the city or town clerk, in the office of the secretary of the commonwealth. Section 93. A corporation which is organized for the purpose of co-operation in carrying on any business and of co-operative trade shall distribute its earnings or profits among its workmen, purchasers and stockholders at such times and in such manner as its by-laws shall prescribe, but as often at least as once in twelve months. No distribution shall be made unless at least ten per cent of the net profits have been appropriated for a contingent or sinking fund until an amount has accumulated equal to thirty per cent of its capital stock. No person shall hold shares in any such corporation to an amount exceeding one thousand dollars at their par value, nor shall a stockholder be entitled to more than one vote upon any subject. Section 94. A manufacturing corporation may, by the vote of a majority of all its stock, or if two or more classes of stock have been issued, of a majority of each class outstanding and entitled to vote, 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. repeal. Section 95. Sections forty-nine, fifty, fifty-one, fifty-two and sixty-nine of chapter fourteen of the Revised Laws are hereby repealed. Sections thirty-seven, thirty-eight, thirty-nine, forty, forty-two, fifty-four, fifty-five, fifty-six, fifty-seven, fifty-eight, fifty-nine, sixty, sixty-one, sixty-two, sixty-three, sixty-six, sixty-seven and sixty-eight of chapter fourteen, and chapters one hundred and nine, one hundred and ten and one hundred and twenty-six except section eight of the Revised Laws, and chapter four hundred and forty-one of the acts of the year nineteen hundred and two and all other acts and parts of acts inconsistent herewith, so far as they apply to corporations which are subject to the provisions of this act, are hereby repealed. Section 9f!. The provisions of this act so far as they are the same as those of existing statutes shall be construed as a continuation thereof, and not as new enactments, and a reference in a statute which has not been repealed to provisions of law which have been revised and re-enacted herein shall be construed as applying to such provisions as so incorporated in this act. The repeal of a law by this act shall not affect any act done, ratified or confirmed, or any right accrued or established, or any action, suit or proceeding commenced under any of the laws repealed before the repeal took effect, but the proceedings in such case shall, when necessary, conform to the provisions of this act. Section 9 7. This act shall take effect on the first day of August in the year nineteen hundred and three. Approved June 17, 1903.