REVISED LAWS. [CHAPTER 109.] [This chapter is partially repealed by Acts of 1903, c. 437, § 95, governing business corporations, but is still in force as to other classes of corporations included therein.] OF CERTAIN POWERS, DUTIES AND LIABILITIES OF CORPORATIONS. LEGISLATIVE POWERS OVER CORPORATIONS. all of this chapter to apply to all corporations, except, etc. P. S. 105, § 1. SECTION 1. The provisions of this chapter, unless Provisions of expressly limited in their application, shall apply to corporations created by or organized under the laws this commonwealth, except so far as they are inconsistent with other provisions of these statutes relative to particular classes of corporations, or with the provisions of special laws. porations to 1826, 137, § 5. 17. SECTION 2. Corporations now existing shall continue Existing corto exercise and enjoy their powers and privileges accord- continue. ing to their respective charters and to the laws now in 1829, 53, §§ 16, force, and shall continue subject to all the liabilities to R. S. 38, §§ 1, 36. which they are now subject, except so far as said powers, privileges and liabilities are modified or controlled by the provisions of these statutes. G. S. 60, § 1; 68, 40. §. 105, § 2. ject to altera 1830, 81. 44, § 23. G. S. 68, $41. P. S. 105, §§ 2, 3. SECTION 3. Every act of incorporation passed since Charters subthe eleventh day of March in the year eighteen hundred tion or repeal. and thirty-one shall be subject to amendment, alteration R. S. 38, § 36; or repeal by the general court. All corporations which are organized under general laws shall be subject to such laws as may be hereafter passed affecting or altering their 4 Gray, 227. corporate rights or duties or dissolving them. Corpora- 15 Gray, 105. tions shall, notwithstanding such repeal or dissolution, be 5 Allen, 230. Cush. 424. 6 13 Gray, 239. 4 Allen, 198. 11 Allen, 268. 103 Mass. 254. 506. subject to the provisions of sections fifty-three and fiftyfour. Such laws of amendment, alteration or repeal or 109 Mass. 103, such dissolution shall not take away or impair any remedy which may exist by law consistently with said sections. 147 Mass. 569. against the corporation, its members or officers, for a liability previously incurred. 118 Mass. 290, 123 Mass. 32. General powers. R. S. 38, § 6; G. S. 60, § 2; P. S. 105, § 4. By-laws. G. S. 60, § 2; P. S. 105, § 5. Conveyance of Change of 1877, 67. POWERS OF CORPORATIONS. SECTION 4. Every corporation, except as otherwise expressly provided, may, in its corporate name, sue and be sued, appear, prosecute and defend to final judgment and execution; have a common seal, which it may alter at pleasure; elect in such manner as it may determine all necessary officers, fix their compensation and define their duties and obligations; and make by-laws and regulations for its own government, the due and orderly conducting of its affairs and the management of its property. SECTION 5. Every corporation may by its by-laws, except as otherwise expressly provided, determine the manner of calling and conducting its meetings; the number of members which shall constitute a quorum; the number of shares which shall entitle the members to one or more votes; the mode of voting by proxy; the mode of selling shares for the payment of assessments; and the tenure of office of the several officers; and may annex suitable penalties to such by-laws, not exceeding twenty dollars for one offence; but no by-law shall be made by a corporation which is inconsistent with law. SECTION 6. Every corporation may convey land to which it has a legal title. G. S. 68, § 8. P. S. 105, § 6. 11 Allen, 65. SECTION 7. A corporation which is organized under P. S. 105, § 7. general laws or created by special charter for the purpose of carrying on a mechanical or manufacturing business in a city or town named in its agreement of association or charter may extend or remove its business or any part thereof to any other city or town in this commonwealth, and may purchase, hold and convey so much real and Powers, Duties, etc., of Corporations. personal estate in such other city or town as may be necessary for the purpose of carrying on its business therein. name. 149 Mass. 436. SECTION 8. A corporation which is organized under Corporate the general laws may assume any name which, in the 1891, 257. judgment of the commissioner, indicates that it is a corporation; but it shall not assume the name of another corporation established under the laws of this commonwealth, or of a corporation, firm, association or person carrying on business in this commonwealth, at the time of such organization or within three years prior thereto, or assume a name so similar thereto as to be liable to be mistaken for it, except with the consent in writing of said existing corporation, firm or association or of such person previously filed with the commissioner of corporations. The supreme judicial court or the superior court shall have jurisdiction in equity, upon the application of any person interested or affected, to enjoin such corporation from doing business under a name assumed in violation of the provisions of this section, although its certificate of organization may have been approved and a certificate of incorporation may have been issued to it. name. 2, 6. 1895, 104. 1898, 474, § 9. 1901, 422, § 9. 1899, 164; 442, 9. SECTION 9. Upon the application of any corporation, Change of authorized by a vote of two-thirds of the stockholders 1891, 360, §§ 1, present and voting at a meeting called for the purpose, 1892, 198, 201. the commissioner of corporations may, after public notice of such application, authorize such corporation to change its name. If it has no capital stock, the application may be authorized by a two-thirds vote of the persons legally qualified to vote in meetings of the corporation present and voting on the question of the change of name. The approval of the insurance commissioner shall be required for applications by corporations which are subject to the provisions of chapters one hundred and eighteen, one hundred and nineteen and one hundred and twenty. SECTION 10. A certified copy of such authorization and a certificate of the vote of the corporation, signed of, to be filed certificate with secretary. 1891, 360, §§ 3, 6. Rights and liabilities under new name. 1891, 360, § 4. Limit of time for organization. 1856, 264, § 1. G. S. 68, § 2. P. S. 105, § 8. 1898, 336. First meeting of chartered and sworn to by the president, treasurer and a majority of the directors, or if it has no such officers, by its presiding and financial officers and a majority of its other officers having the powers of directors, shall be filed in the office of the secretary of the commonwealth. The commissioner shall require public notice to be given of the change so authorized; and upon receipt of proof thereof the secretary of the commonwealth may grant a certificate of the name which the corporation shall bear, which, subject to the provisions of section eight, shall thereafter be its legal name. SECTION 11. A corporation shall have the same rights, powers and privileges and be subject to the same duties, obligations and liabilities under its new name as before its name was changed, and may sue and be sued by its new name; but any action brought against it by its former name shall not be defeated on that account, and, on motion of either party, the new name may be substituted therefor. ORGANIZATION. SECTION 12. 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. Within thirty days after the final adjournment of the meeting for organization of any such corporation, the recording officer thereof shall make, sign, swear to and file in the office of the secretary of the commonwealth a certificate stating the date on which the meeting for organization was held, the names of the officers elected at such meeting and the amount of capital stock, if any, fixed under its charter. SECTION 13. The first meeting of such corporation, corporations. unless otherwise provided in its act of incorporation, shall be called by a notice, signed by the person or by a majority of the persons named in such act, setting forth the time, place and purposes of the meeting, and delivered seven days at least before the meeting to each member or 1808, 65, § 2. 1829, 53, § 2. 1833, 83, § 2. R. S. 44, § 3. 1855, 140. G. S. 68, § 3. P. S. 105, § 9. 16 Mass. 94. 3 Met. 282. |