Chapter 158

Section 1. The provisions of this chapter, unless expressly limited in their application, and except so far as they are inconsistent with other provisions of law relative to particular corporations or classes of corporations, or with the provisions of special laws, shall apply to…

Section 10. A corporation may in its corporate name purchase, hold and convey real and personal property necessary for the purposes of its organization; may carry on its business, or so much thereof as is convenient, beyond the limits of this commonwealth, and may there purchase …

Section 11. A corporation may, by a vote of all its stockholders at a meeting duly called for the purpose, alter, add to or change the business for the transaction of which it was incorporated, but it shall not engage in any business which is not authorized by law. A certificate …

Section 12. Corporations organized for the purpose of transporting the United States mail, merchandise and other articles by means of pneumatic pressure or power, corporations engaged in or organized for the purpose of manufacturing, buying, selling, distributing or dealing in ar…

Section 13. If a person who is injured in his person or property by a defect in a highway which is caused by the operations of a company or corporation described in the preceding section in laying down or repairing its pipes or otherwise obstructing such way recovers damages ther…

Section 14. The aldermen of a city or the selectmen of a town in which pipes or conductors of such company or corporation are sunk may regulate, restrict and control all acts and doings of such company or corporation which may in any manner affect the health, safety, convenience …

Section 15. A corporation which is organized for the purpose of opening outlets, canals, sluiceways or ditches for the introduction and propagation of herrings and alewives, before making any purchase of real estate or doing any acts in pursuance of its organization, shall obtain…

Section 16. If a corporation which has a franchise in and the use of the public streets of a town for the supply and distribution of gas, water, electric light or power, or for the maintenance of communication by wire or otherwise, holds for a longer period than six months money …

Section 17. As herein used, ''bank'' shall mean any bank as defined in section one of chapter one hundred and sixty-seven, any national banking association doing business in the commonwealth and any domestic corporation organized under general or special laws of the commonwealth …

Section 18. The business of every corporation shall be managed and conducted by a president, a board of not less than three directors, a clerk, treasurer and such other officers and agents as the corporation authorizes for that purpose. The directors shall choose one of their num…

Section 19. The directors, clerk and treasurer shall be chosen annually by the stockholders by ballot, and shall hold office for one year and until others are chosen and qualified in their stead. The manner of choosing or appointing all other agents and officers, and of filling a…

Section 2. Any persons, to the number hereinafter provided, who associate themselves by a written agreement hereinafter described with the intention of forming a corporation for any purpose permitted under section one, upon complying with section nine, shall be and remain a corpo…

Section 20. The clerk shall be sworn, shall record all votes in a book to be kept for that purpose and shall perform all other duties assigned to him. The treasurer shall give bond for the faithful performance of his duty in such sum and with such sureties as shall be required by…

Section 21. Every stockholder shall be entitled to a certificate of his stock, sealed with the seal of the corporation and signed by its treasurer or assistant treasurer and such other officer as the by-laws may designate.

Section 22. In case of the loss of a certificate, a duplicate certificate may be issued upon such reasonable terms as the directors shall prescribe.

Section 23. The amount of the capital stock of every corporation established by special charter shall, at the first meeting of the corporation, unless the charter otherwise provides, be fixed and limited by the corporation and divided into shares, of which a record shall be made …

Section 24. Every corporation, unless otherwise expressly provided, at a meeting called for the purpose, may increase or reduce the amount of its capital stock and the number of shares therein, within the amount limited by its charter, if a chartered corporation, and by the provi…

Section 25. A corporation may, by a vote of three fourths of its general stockholders at a meeting duly called for the purpose, issue special stock, the total amount of which outstanding at any time shall not exceed two fifths of the actual capital paid in on the general and spec…

Section 26. A corporation may, by a vote of its general stockholders at a meeting called for the purpose, issue employees' stock to be held only by the employees of such corporation. The par value of the shares of such employees' stock shall be ten dollars, and the purchasers the…

Section 27. If a dividend is paid by a corporation to its stockholders, the holders of employees' stock shall receive upon each share which has been paid for in full in time to be entitled to a dividend, an amount which shall bear such proportion to the amount paid as a dividend …

Section 28. The shares of employees' stock shall not be sold or transferred except to an employee of such corporation or to the corporation itself. A corporation which issues employees' stock may prescribe by its by-laws the number of shares which may be held by any one employee …

Section 29. Every corporation may, from time to time at a legal meeting called for the purpose, assess upon each share such amount of money as it considers proper, not exceeding in the whole the par value thereof, unless the price is fixed as provided by section eighteen of chapt…

Section 3. For the purpose of generating and furnishing steam or hot water for heating, cooking and mechanical power, or for the purpose of generating and furnishing hydrostatic or pneumatic pressure for mechanical power, in any town, or for any two or more of said purposes, ten …

Section 30. If the stockholder neglects to pay an amount duly assessed on his shares for thirty days after the time appointed for payment, the treasurer of the corporation may sell by public auction a sufficient number thereof to pay all assessments then due from him with necessa…

Section 31. The treasurer shall give notice of the time and place appointed for such sale, and of the amount due on each share, by advertising the same three weeks successively before the sale in a newspaper, published in the county where the corporation is established; and an as…

Section 32. A corporation shall not begin business until the whole amount of its capital stock has been paid in and a certificate of that fact, and of the manner in which the same has been paid in and, at the time of making the certificate, been invested or voted by the corporati…

Section 33. The capital stock, except as provided in this section, shall be paid in in cash. The conveyance to the corporation of real or personal property at a fair valuation shall be a sufficient paying in of its capital stock to the extent of such value, if a statement, made, …

Section 34. Absent stockholders may vote at all meetings by proxy, authorized in writing, which shall be executed and dated within six months previous to the meeting at which it is used.

Section 35. Every corporation may determine by its by-laws what number of stockholders shall attend, either in person or by proxy, or what number of shares or amount of interest shall be represented at any meeting, to constitute a quorum. If the quorum is not so determined, a maj…

Section 36. If doubts arise as to the legality of the organization of any corporation created by special charter for a purpose mentioned in this chapter, which is in the exercise of its franchise, or as to the regularity or sufficiency of the proceedings of any such corporation, …

Section 37. Every corporation shall annually file in the office of the state secretary, within thirty days after the date fixed in its by-laws for its annual meeting, or within thirty days after the final adjournment thereof, but not more than three months after the date so fixed…

Section 38. If a corporation fails for two successive years to file such annual certificate, the supreme judicial court, upon application by the secretary, after notice and a hearing, may decree a dissolution of the corporation.

Section 39. A corporation shall, upon an increase of its capital stock, within thirty days after the payment or collection of the last instalment thereof, file a certificate of the amount of such increase and the fact of such payment, signed and sworn to by its president or vice …

Section 4. For the purpose of carrying on any other lawful business for which corporations may be formed under this chapter, three or more persons may associate themselves, with a capital of not less than one thousand dollars. The capital of such companies other than gas and elec…

Section 40. A corporation shall, within thirty days after a reduction of its capital stock is voted, file in the office of the state secretary and also, if the corporation is subject to chapter one hundred and sixty-four, in the office of the department of telecommunications and …

Section 41. The certificate or copy which is required by section eleven, fifteen, thirty-two, thirty-seven, thirty-nine or forty to be filed shall, before filing, be submitted to the secretary, who shall examine the same; and if it appears to him to be a sufficient compliance in …

Section 42. A corporation which omits to file any certificate or copy which is required by section thirty-seven, thirty-nine or forty shall forfeit two hundred dollars, to be recovered in an action of tort brought in the name of the commonwealth in Suffolk county or in the county…

Section 43. The fees for filing certificates and copies of votes required to be filed with the state secretary shall be determined annually by the commissioner of administration under the provision of section three B of chapter seven for the following: Of Organization.—The certif…

Section 44. The officers of a corporation shall be jointly and severally liable for its debts and contracts in the following cases, and not otherwise: The president and directors shall be so liable— First, For making or consenting to a dividend if the corporation is or thereby is…

Section 45. The members or stockholders in any corporation shall be jointly and severally liable for its debts or contracts in the following cases, and not otherwise: First, For such as may be contracted before the original capital is fully paid in; but only those stockholders wh…

Section 46. A stockholder or officer in a corporation shall not be held liable for its debts or contracts 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 exhi…

Section 47. The clerk or other officer who has charge of the records of a corporation against which judgment has been so recovered and execution so issued and returned unsatisfied, upon reasonable request of the judgment creditor or of his attorney, shall furnish to him a certifi…

Section 48. If an officer unreasonably refuses to give the certified list mentioned in the preceding section or wilfully gives a false list, he shall be liable to the judgment creditor for double the amount of all damages occasioned by such refusal or false list.

Section 49. After the execution has been returned unsatisfied, any creditor may file a bill in equity, in behalf of himself and all other creditors of the corporation, against it and all persons who were stockholders therein at the time of the commencement of the suit in which su…

Section 5. The agreement of association shall state that the subscribers thereto associate themselves with the intention of forming a corporation, the corporate name assumed, the purpose for which it is formed, the town, which shall be in this commonwealth, where it is establishe…

Section 50. Such sums as may be decreed to be paid by the stockholders in such suit in equity shall be assessed upon them in proportion to the amounts of stock held by them respectively at the time when the suit in which said judgment was recovered was begun; but no stockholder s…

Section 51. If a defendant dies during the pendency of such a suit in equity, it shall not abate thereby; but his estate in the hands of his executor or administrator shall be liable to the same extent as he would be if living. Such executor or administrator may voluntarily appea…

Section 52. Such suit in equity shall not be dismissed by the plaintiff without an order of court and such notice to other creditors as the court may find reasonable under the circumstances.

Section 53. No such suit in equity shall be abated by reason of the non-joinder of persons liable as defendants unless the plaintiff, after being notified by plea or answer of the existence of such persons, unreasonably neglects to make them parties.

Section 54. If, in an action against a corporation, it appears to the court that one of the objects 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, any such per…