c. 159, § 30. c. 167, § 1. c. 167, § 3.... c. 167, § 7, cl. 2. c. 167, § 7, cl. 3... c. 167, § 17.. c. 167, §§ 21, 24, 27.... c. 167, §§ 22, 25, 27. c. 167, § 34... c. 167, § 36.. c. 167, § 66. c. 167, § 67. .... c. 167, § 68.... C. 173, § 46. c. 173, § 48. c. 175, § 73. c. 177, § 45. c. 177, § 46... c. 177, § 47. c. 177, § 48. c. 177, § 49. c. 177, § 50. c. 177, § 51. c. 189, § 1.. c. 189, § 6.... c. 189, § 9. c. 208, § 58. 130, 235, 241 c. 208, § 59. c. 208, § 62. c. 208, § 71. c. 220, § 35. c. 220, § 36.... c. 226, § 2. c. 226, § 4. The Massachusetts Business Corporation Law of 1903. CHAPTER I. CORPORATION LEGISLATION IN MASSACHUSETTS. A. History of legislation in Massachusetts.1 "Before 1851 no corporation could organize except by special act of the Legislature. In 1808 (chapter 65) the first legislation governing the organization and conduct of corporations so organized became law. The act is short and by no means comprehensive. It contains provisions for the election of clerk and treasurer, the adoption of by-laws, the calling of the first meeting of the organizers of the corporation, the transfer and sale of stock and the liabilities of stockholders. By chapter 53 of the Acts of 1829 the liability of stockholders which, under the Act of 1808, was practically unlimited, was confined to the debts of the corporation in excess of the amount of capital stock actually paid in. In 1833 (chapters 83 and 1 For the history of corporate taxation, see Worcester v. Board of Appeal, 184 Mass. 460; New England, etc., S. S. Co. v. Commonwealth, 81 N. E. 286 (Mass. 1907). BUS. COR. LAW - 1 49) the machinery for organization and for dissolution by appointment of a receiver, and the form of by-laws, was regulated in substantially the same language as is found in the present law. (R. L., chapter 109, sections 4, 5, 13, 15, 16, 54 and 55.) Chapter 133 of the Acts of 1851 marks the beginning of incorporation without a special act of the Legislature. Under the provisions of this act, incorporation under general law was permitted for the purpose of carrying on any kind of mechanical or manufacturing business or a mining or quarrying business. For the following twenty-three years, by succeeding acts of the Legislature, the purposes for which corporations could be organized under general laws were enlarged to cover the printing and publishing trades, the fishing business, the business of manufacturing and furnishing gas, steam and hot water, the business of acting as common carriers of persons or property and the business of erecting hotels and public halls. Finally, in 1874, corporations organized for any lawful purpose, except for the purpose of distilling or manufacturing intoxicating liquors, for buying and selling real estate, for banking or insurance, or for any other business prohibited by law, were permitted to incorporate under general laws, but the capitalization of each of these classes of business was arbitrarily limited. For example, no corporation could be organized for the business of printing or publishing or for the purpose of erecting hotels and public halls, with a capitalization exceeding five hundred thousand dollars. Corporations organized for the purpose of carrying on any mechanical or manufacturing business, until 1899, or to act as common carriers, or for any other lawful purpose, were limited arbitrarily in their capitalization to one million dollars. "Few changes have been made since 1851 in the laws governing the payment in of capital stock and the liability of stockholders and directors. In 1875 (chapter 177) corporations were permitted to issue stock for property if the approval of the Commissioner of Corporations was secured as to its valuation; and the last Legislature authorized the issue of preferred stock (Acts of 1902, chapter 441). It is unneces |