Commissioner Abstract of certificates to be submitted to general court. 1870, 224, § 62. What corporations shall be governed by this chapter. 1870, 224, §§ 13, 64, 65. 1874, 295, § 1. 8 Pick. 455. PUBLIC STATUTES. [CHAPTER 106.] OF MANUFACTURING AND OTHER CORPORATIONS. COMMISSIONER OF CORPORATIONS. SECTION 1. The commissioner of corporations shall be sworn to the faithful discharge of his duties. He shall examine the certificates submitted to him under the provisions of these statutes, and make suitable indorsements upon such as conform to the requirements of law. He shall keep a record of the names of corporations submitting certificates to his inspection, with the date of inspection and of his certificates when given, and the result in brief of his inspection. He shall bring instances of neglect or of omission to comply with the provisions of this chapter on the part of corporations to the knowledge of the attorney-general, for the enforcement of the penalties therefor. He shall not receive any fees for the performance of his duties. SECT. 2. The secretary of the commonwealth shall annually prepare, cause to be printed, and on the first Wednesday of January submit to the general court, a true abstract from the certificates required by this chapter to be deposited with him. CORPORATIONS GOVERNED BY THIS CHAPTER. SECT. 3. All corporations organized or chartered under or subject to the provisions of this chapter, of chapter two hundred and twenty-four of the statutes of the year eighteen hundred and seventy, of the statutes in amendment thereof and in addition thereto, of chapter one hundred and eighty-seven or two hundred and ninety of the statutes of the year eighteen hundred and sixtysix, of chapter sixty or sixty-one of the General Statutes, of chapter one hundred and thirty-three of the statutes of the year eighteen hundred and fifty-one, or of chapter thirty-eight of the Revised Statutes, those established by special charters subsequently to the twenty-third day of February in the year eighteen hundred and thirty for the purpose of carrying on any kind of manufacture, and those which in compliance with law have voted to adopt the provisions of chapter fifty-three of the statutes of the political year eighteen hundred and twenty-nine, of chapter thirty-eight of the Revised Statutes, of chapter sixty of the General Statutes, of chapter two hundred and twenty-four of the statutes of the year eighteen hundred and seventy, and have performed the things in that behalf prescribed in the several statutes so adopted, and those which shall comply with the following section and the respective officers and stockholders of all such corporations, may exercise the powers, and shall be governed by the provisions, and be subject to the liabilities, prescribed in this chapter. SECT. 4. If any manufacturing corporation chartered before the twenty-third day of February in the year eighteen hundred and thirty, at a legal meeting called for the purpose, adopts this chapter, and causes to be recorded in the registry of deeds in the county or district where such corporation is established a certificate, signed by its president, treasurer, clerk, and a majority of its directors, stating the amount of its capital actually paid in, and, if any part thereof has been divided or withdrawn, the amount so divided and withdrawn, and also the amount of its debts and credits, and an estimate of the value of its real and personal estate for the purpose of carrying on its business at the time of making such certificate; and if such officers make oath that they have carefully examined the records and accounts of said corporation, and faithfully estimated the value of the property and funds thereof, and that said certificate by them signed is true according to their best knowledge and belief; then such corporation with its members and officers shall be entitled to all the rights, privileges, and immunities, and be subject to all the liabilities, duties, and restrictions, set forth in this chapter applicable to such corporations; and no stockholder therein shall be liable for any debts of the corporation contracted after the recording of such certificate, except for the causes and in the manner hereinafter provided. RIGHT OF REVOCATION, AMENDMENT, AND APPEAL. SECT. 5. The charter of any corporation which is subject to the provisions of this chapter may be revoked by the general court for any cause which it deems sufficient, and the provisions of this chapter may be amended or repealed so as to affect existing corporations at the pleas Persons may become a corporation. 1870, 224, § 1. 15 Gray, 211, 494. 12 Allen, 273, 362. 98 Mass. 98. 101 Mass. 381, 385. for mechani cal, mining, or ure of the general court, and it may, by special act, annul or dissolve any corporation which is subject to said pro visions. FORMATION OF CORPORATIONS. Purposes, Number of Associates, and Limits of Capital SECT. 6. Any such number of persons as is hereinafter provided, who associate themselves together by such an agreement in writing as is hereinafter described, with the intention of forming a corporation for any purpose hereinafter specified, upon complying with the provisions of section twenty-one, shall be and remain a corporation. SECT. 7. For the purpose of carrying on any mechanical, mining, or manufacturing business, except that of manufacturing distilling or manufacturing intoxicating liquors, three or more persons may associate themselves, with a capital of not less than five thousand nor more than one million dollars. business. for cutting, etc., ice; agricultural, horticultural, or quarrying busi SECT. 8. For the purpose of cutting, storing, and selling ice, or of carrying on any agricultural, horticultural, or quarrying business, or of printing and publishing newsness, or printing papers, periodicals, books, or engravings, three or more persons may associate themselves, with a capital of not less than five thousand nor more than five hundred thousand dollars. and publishing. 1870, 224, § 2. 101 Mass. 385. for co-operative trade, etc. 1870, 224, § 3. 1879, 210. for opening canals, etc., for propagation of wives. SECT. 9. For the purpose of co-operation in carrying on any business authorized in the two preceding sections, and of co-operative trade, seven or more persons may associate themselves, with a capital of not less than one thousand nor more than one hundred thousand dollars. SECT. 10. For the purpose of opening outlets, canals, or ditches for the introduction and propagation of herherring and ale- rings and alewives, three or more persons may associate themselves, with a capital of not less than one thousand nor more than five thousand dollars. 1870, 224, § 4. for making ing steam and hot water. 1879, 202, § 1. SECT. 11. For the purpose of making and selling gas gas and furnish for light, or for the purpose of generating and furnishing steam or hot water for heating, cooking, and mechanical power in any city or town, or for either or both of said purposes, ten or more persons may associate themselves, with a capital of not less than five thousand nor more as common carriers of per sons or prop erty. than five hundred thousand dollars. SECT. 12. For the purpose of transacting the business of a common carrier of persons or property, three or more persons may associate themselves, with a capital of not 1873, 179. less than five thousand nor more than one million dollars, 1870, 224, § 6. with power to undertake for the carriage of persons or property beyond the limits of this commonwealth, but not to purchase or operate railroads, canals, or ferries. SECT. 13. For the purpose of erecting and maintaining a hotel or public hall, three or more persons may associate themselves, with a capital of not less than five thousand nor more than five hundred thousand dollars, but with no power to engage in the business of keeping a hotel. SECT. 14. For the purpose of carrying on any lawful business not mentioned in the seven preceding sections, except buying and selling real estate, banking, insurance, and any other business the formation of corporations for which is otherwise regulated by these statutes, three or more persons may associate themselves, with a capital of not less than one thousand nor more than one million idollars. SECT. 15. Any or all of the creditors of any corporation existing by authority of this common wealth and organized or chartered for any purpose designated in this chapter, I which has been adjudged bankrupt or insolvent or has made an assignment of its property for the benefit of its creditors, or any or all persons for whose benefit such corporation has assigned the whole or any part of its property, and such other person or persons in either case as they may select, may associate themselves for the purpose of forming a corporation to acquire the whole or any part of the property of such bankrupt or insolvent corporation, or of that assigned for the benefit of its creditors, and to carry on the business previously authorized to be carried on by said bankrupt or insolvent corporation. Agreement, Name, and Organization. SECT. 16. Such agreement shall set forth the fact that the subscribers thereto associate themselves together with the intention of forming a corporation, the corporate name assumed, the purpose for which it is formed, the town or city, which shall be in this commonwealth, in which it is established or located, the amount of its capital stock, and the par value and number of its shares. SECT. 17. Any corporate name may be assumed which indicates that it is a corporation, and which is not in use by an existing corporation or company; and the name assumed shall be changed only by act of the general court. Persons may corporation for erecting, public halls. become a etc., hotels and 1872, 244. for any other lawful business, except, etc. 1874, 165. to take up business and property of bankrupt, etc., 1879, 275, §§ 1, 4. corporation. First meeting, how called and notified. 1870, 224, § 9. Subscribers to number of shares at first meeting. " If organized for the purposes mentioned in sections nine or ten, the words co-operative," or "fishing," respectively, shall form part of the name. SECT. 18. The first meeting 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, and addressed to him at his usual place of business or of residence. And whoever gives such notices shall make affidavit of his doings, which shall be recorded in the records of the corporation. SECT. 19. Until the organization is completed, the submay take equai scribers to the agreement of association shall hold the franchise; and if it is not otherwise provided in such agreement, each subscriber may take an equal number of the shares in the capital stock upon paying the assessments thereon as called for by the corporation, if he elects to take such shares at the first meeting. All shares not so taken shall be disposed of as the corporation determines. 1870, 224, § 30. 101 Mass. 385. Organization; choice of officers; records. 1870, 224, § 10. Certificate of organization to be made by the officers, examined by the commissioner, SECT. 20. At such first meeting, including any necessary or reasonable adjournment, an organization shall be effected by the choice by ballot of a temporary clerk, who shall be sworn, and by the adoption of by-laws, and the election, in the manner provided in section twenty-four, of directors, treasurer, clerk, and such other officers as the by-laws may provide; but at such first meeting no person shall be eligible as a director 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. SECT. 21. The president, treasurer, and a majority of the directors, shall forthwith make, sign, and swear to a certificate setting forth a true copy of the agreement of association with the names of the subscribers thereto, the the secretary of date of the first meeting, and the successive adjournments and filed with the common wealth. 1870, 224, § 11. thereof, if any, and shall submit such certificate and also the records of the corporation to the commissioner of corporations, who shall examine the same, and who may require such other evidence as to the facts of the case as he may judge necessary. The commissioner, if it appears that the requirements of the preceding sections preliminary to the establishment of the corporation have been complied |