Massachusetts Statutes

Section 3. Railroad corporations established in the commonwealth shall be subject to this chapter and chapter one hundred and fifty-nine which, so far as inconsistent with charters granted since March eleventh, eighteen hundred and thirty-one, shall be an alteration and amendment…

Section 30. At such first meeting, or at any adjournment thereof, the incorporators shall organize by the adoption of by-laws, and by the election, by ballot, of not less than five directors. The clerk appointed by the directors under section fifteen shall make and attest a recor…

Section 31. The business of every corporation shall be managed and conducted by a president, a board of not less than five directors, a clerk, a treasurer and such other officers and such agents as the corporation by its by-laws shall authorize.

Section 32. The directors shall be elected annually by the stockholders by ballot, and the president shall be elected annually by and from the board of directors, and the treasurer and the clerk annually by said board. Every director, unless the by-laws otherwise provide, shall b…

Section 33. 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. All meetings of stockholders shall, unless the by-laws otherwise provide, be held in the commonwealth; and shall…

Section 34. A special meeting of the stockholders shall be called, and a written notice thereof, stating the time, place and purpose of the meeting, given by the clerk, upon written application of three or more stockholders entitled to vote, and holding at least one tenth of the …

Section 35. A railroad corporation shall not, directly or indirectly, vote upon any share of its own stock.

Section 36. Stockholders entitled to vote shall have one vote for each share of stock owned by them. Stockholders may vote either in person or by proxy. No proxy dated more than six months before the meeting named therein shall be accepted, and no such proxy shall be valid after …

Section 37. 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, who is absent, by a writing filed with the records of the meeting, waives such notice.

Section 38. Each stockholder shall be entitled to a certificate, which shall be signed by the president and by the treasurer of the corporation, or by such other officers as may be authorized by the by-laws, shall be sealed with its seal, and shall certify the number of shares ow…

Section 39. The directors may from time to time assess upon each share such amounts, not exceeding in all one hundred dollars on a share, or the price fixed under section fifty of chapter one hundred and fifty-nine, as they think proper, and may direct the same to be paid to the …

Section 4. A railroad corporation chartered by the concurrent legislation of this and other states shall, as regards any portion of its railroad lying within this commonwealth, be entitled to all the benefits and be subject to all the liabilities of the railroad corporations of t…

Section 40. If a subscriber neglects to pay his assessment for thirty days as provided in the preceding section, the directors may elect to proceed at law against said delinquent subscriber to recover all amounts due and payable by him with interest. If a judgment rendered in an …

Section 41. A railroad corporation, for the purpose of building a branch or extension, or of aiding in the construction of another railroad, or of taking stock in a grain elevator corporation in the organization of which it is an associate, or of erecting and operating grain elev…

Section 42. If a railroad corporation owning a railroad in this commonwealth and consolidated with a corporation owning a railroad in another state increases its capital stock, or the capital stock of such consolidated corporation, except as authorized by this chapter or chapter …

Section 43. A railroad corporation organized under the laws of this commonwealth, or organized under the laws of this commonwealth and of any other state or states may, by vote of two thirds in interest of its common stockholders, at a meeting duly called therefor, with the appro…

Section 44. Each class of preferred stock issued under authority of the preceding section shall be designated by a name approved by the department to distinguish it from all other classes of stock of the corporation. A certified copy of the vote creating, and of the order of the …

Section 45. Any preferred stock issued under authority of section forty-three shall have the same voting power as the common stock, except that, in any case, there may be such limitations of the voting power of the preferred stock as the department approves and finds to be consis…

Section 46. Upon any issue of preferred stock the new shares shall, unless the common stockholders shall, with the approval of the department, otherwise provide, first be offered to the common stockholders in the manner prescribed in sections fifty and fifty-one of chapter one hu…

Section 47. A railroad corporation may issue shares of capital stock, bonds, notes or other evidences of indebtedness, for the purpose of funding its floating debt or for any other lawful purpose, and may mortgage or pledge as security for the payment of such indebtedness a part …

Section 48. Before any railroad corporation shall issue any shares of capital stock or any bonds, notes or other evidences of indebtedness payable at periods of more than one year after the date thereof, it shall apply to the department for its approval of the proposed issue to s…

Section 49. At the request of the owner or holder of any coupon bonds lawfully issued, the railroad corporation issuing them may issue registered bonds in exchange therefor, upon such terms and under such regulations as its directors may prescribe, and with the consent and approv…

Section 5. If a railroad which has been laid out and constructed by one corporation is lawfully maintained and operated by another corporation, the latter corporation shall be subject to the provisions of this chapter and chapter one hundred and fifty-nine respecting or arising f…

Section 50. All bonds or notes issued by a railroad corporation shall be valid and binding, although negotiated and sold by it or its agents at less than par.

Section 51. If a railroad corporation, having executed a mortgage of its property, rights and privileges, or of a part thereof, to trustees for the benefit of its general creditors, or of a particular class of creditors, makes default in the performance of the condition of the mo…

Section 52. Trustees in possession of a railroad under a mortgage shall annually call a meeting of the bondholders or creditors for whose security they hold the railroad in trust, to be held in December, of which notice shall be given by publication, at least ten days before such…

Section 53. At the annual meeting held under the preceding section, the bondholders or creditors, by a majority in interest vote, may, in person or by proxy, elect three trustees under the mortgage for the ensuing year, and until others are chosen and qualified. And the trustees …

Section 54. The supreme judicial court shall have jurisdiction in equity of all cases arising under the two preceding sections, and of all questions arising out of railroad mortgages, and may summarily remove a trustee under a railroad mortgage, whether he is in possession of the…

Section 55. A purchaser of a railroad at a sale under a valid foreclosure of a legal mortgage thereof, and his successors in title, shall, relative to the construction, maintenance and operation of said railroad, be subject to all the duties, liabilities and restrictions, and hav…

Section 56. A railroad corporation shall not declare any stock or scrip dividend or divide the proceeds of the sale of stock or scrip among its stockholders; nor shall any such corporation issue any share of stock to any person unless the par value of the shares so issued is firs…

Section 57. A certificate of stock or scrip issued in violation of the preceding section shall be void; and each director of the corporation issuing it shall be liable to a penalty of one thousand dollars, to be recovered by indictment in the county where he resides, or, if he re…

Section 58. If a railroad constructed after April eighth, eighteen hundred and seventy-two, meets another railroad which terminates in the same city or town, or lawfully crosses another railroad at the same level therewith, the corporation by which either of said railroads is own…

Section 59. If two corporations are authorized as in the preceding section each to enter its railroad upon, unite the same with and use the railroad of the other, each of them shall at reasonable times and for a reasonable compensation draw over its railroad the passengers, merch…

Section 6. This chapter and chapter one hundred and fifty-nine shall not impair the rights of the commonwealth as asserted or reserved in previous statutes, and the commonwealth may, at any time during the continuance of the charter of a railroad corporation after the expiration …

Section 60. If the corporations cannot agree upon the stated periods at which the cars of one shall be drawn over the railroad of the other, and upon the compensation to be paid therefor, or upon the terms and conditions upon which accommodations shall be furnished for the passen…

Section 61. A railroad corporation created by the laws of another state shall have all the rights and privileges relative to connecting railroads, under the three preceding sections, of a corporation created by the laws of this commonwealth.

Section 62. Two railroad corporations, incorporated under the laws of the commonwealth, and whose railroads enter upon or connect with each other, may contract that either corporation shall perform all the transportation upon and over the railroad of the other; and any such corpo…

Section 63. A railroad corporation shall not lease or contract for the operation of its railroad for a period of more than ninety-nine years without the consent of the general court; but this section shall not render invalid a lease approved by the stockholders of a corporation b…

Section 64. A railroad corporation, unless authorized by the general court or by the six following sections, shall not directly or indirectly subscribe for, take or hold the stock or bonds of or guarantee the bonds or dividends of any other corporation; and the amount of the bond…

Section 65. A railroad corporation may hold stock in a telegraph company, whose telegraph connects two or more places on the railroad, to an amount not exceeding two hundred dollars for each mile of railroad so connected.

Section 65A. A railroad corporation may hold stock in companies which manufacture, construct, sell, assign, lease, repair, equip, supply, maintain or deal in railroad cars and equipment to an amount not exceeding five per cent of its capital stock outstanding.

Section 65B. A railroad corporation may hold stock in real estate, warehouse, industrial facility, and industrial development companies but in no event shall such holdings exceed, in the aggregate, ten per cent of the outstanding capital stock of such railroad corporation.

Section 66. A railroad corporation may guarantee, to an amount not exceeding five per cent of its capital stock, the bonds of any corporation incorporated in the commonwealth for the purpose of carrying freight, passengers and mails between any port of this commonwealth and Europ…

Section 67. A railroad corporation may become an associate under chapter one hundred and fifty-six in the formation of a corporation for the purpose of erecting and operating a grain elevator within the commonwealth, and may take stock in any elevator corporation so organized, an…

Section 68. A corporation owning a railroad connecting with another railroad, both of which are wholly constructed, or a corporation owning a railroad leasing, operating or controlling another railroad, may acquire, hold, sell and, upon such terms and to such an extent as may be …

Section 69. A railroad corporation may aid in the construction of any branch or connecting railroad within the limits of the commonwealth, whether connecting by a railroad or steamboat line, by subscribing for shares of stock in such corporation, or by taking its notes or bonds s…