which can be accepted by it. Such acceptance may be inferred from the acceptance by the corporation of a conveyance of property in accordance with the terms of the contract.45

Where promoters have already paid themselves by making excessive profits, they are entitled in an accounting to be allowed their expenses in organizing the corporation.46

44 Holyoke Envelope Co. v. United States Envelope Co., 182 Mass. 171. Cf. People's Ferry Co. v. Balch, 8 Gray, 303, 311.

45 Holyoke Envelope Co. v. United States Envelope Co., 182 Mass. 171. 46 Hayward v. Leeson, 176 Mass. 310, 322.

CHAPTER V.

THE ACT OF 1903.

A. GENERAL PROVISIONS.

§ 1. The application of the Act.

"This act may be cited as The Business Corporation Law. It shall, except as herein otherwise provided, apply

"(a) To all corporations having a capital stock and established for the purpose of carrying on business for profit heretofore or herefter organized under general laws of the commonwealth. "(b) To all such corporations heretofore created under special laws of the commonwealth, except so far as its provisions are inconsistent with the provisions of any such special laws enacted before the eleventh day of March in the year eighteen hundred and thirty-one as are not subject to amendment, alteration or repeal by the general court.

"(c) To all such corporations hereafter created under special laws of the commonwealth so far as its provisions are consistent with the provisions of said special laws.

"It shall not apply to corporations organized under general or special laws of this commonwealth for the purpose of carrying on within the commonwealth the business of a bank, savings bank, co-operative bank, trust company, surety or indemnity company, safe deposit company, insurance company, railroad or street railway company, telegraph or telephone company, gas or electric light, heat or power company, canal, aqueduct or water company, cemetery or crematory company, or to any other corporations which now have or may hereafter have the right to take or condemn land or to exercise franchises in public ways granted by the commonwealth or by any county, city or town. But the provisions of this section shall not be construed to prohibit the organization of a corporation under the provisions of this act for the purpose of carrying on any lawful business outside of this commonwealth." 1

1 St. 1903, c. 437, § 1, cited in Tulane University v. O'Connor, 192 Mass. 428, 433.

a. Interpretation of corporation and other acts.

The constitutional provisions respecting corporations are as follows:

No corporation has any other title to obtain advantages, or particular or exclusive privileges, distinct from those of the community, than what arises from the consideration of services rendered to the public." 2

encourage

"It shall be the duty of legislatures and magistrates, in all future periods of this commonwealth to private societies and public institutions, motion of agriculture, arts, sciences, commerce, trades, manufactures." " 3

5

for the pro

The word 'person' may extend and be applied to bodies politic and corporate." " Thus a corporation is a person who may bring a petition to quiet title, or a petition for the abatement of a tax. So a corporation is entitled to notice of injury on a highway, etc., like any other " person" obliged to keep the same in repair. It may not sell liquor except in accordance with law, and is subject to the rules governing service of process on persons.9

8

So, both the word "person" and the word "individual" in the tax laws apply to corporations.10

In some cases, however, where the wording of a statute is such as definitely to exclude corporations, it will be so construed in spite of the section above quoted.11

2 Const., Part I., Art. VI.

3 Const., Part II., chap. V., sect. II.

4 R. L., c. 8, § 5, cl. 16.

11

5 Jeffries Neck Pasture Proprietors v. Ipswich, 153 Mass. 42.

• National Bank of Commerce v. New Bedford, 155 Mass. 313.

7 Mack v. Boston & Albany R. Co., 164 Mass. 393.

8 Enterprise Brewing Co. v. Grime, 173 Mass. 252, 256.

Aldrich v. Blatchford, 175 Mass. 369.

10 Otis Company v. Ware, 8 Gray, 509, 511; Trustees of Greene Foundation v. Boston, 12 Cush. 54, 59.

11 Steel Edge, etc., Co. v. Manchester Bank, 163 Mass. 252 (in regard to proceedings in insolvency under Pub. St., c. 157, § 136).

b. Scope of the Act - Financial, insurance and public service corporations, when included.

66

It will be noticed that the act does not apply to corporations engaged in financial, insurance and public service operations to be carried on inside the State, although corporations may be organized under the law to carry on any lawful business " elsewhere. Domestic corporations engaged here in such pursuits are regulated by other statutes which are not affected by the present act, except as to certain matters of taxation.12

On the other hand, corporations engaged in financial, insurance and public service operations outside the State are within the act.13

It has been held that a corporation which receives money on deposit and issues certificates of deposit therefor, is engaged in a banking business.14

§ 2. Rights and liabilities of existing corporations.

66

Corporations organized under general laws shall be subject to the provisions of all laws hereafter enacted which may affect or alter their corporate rights or duties or which may dissolve them; but they shall, notwithstanding their dissolution, be subject to the provisions of sections fifty-two and fifty-three.15 Such amendment, alteration or dissolution shall not take away or impair any remedy which may exist by law, consistently with said sections, against such corporations, their stockholders or officers for a liability previously incurred. The charters of all corporations which are subject to the provisions of this act and which

12 As to Railroad Corporations, Railroads, and Street Railway Companies, St. 1906, c. 463; Savings Banks and Institutions for Savings, R. L., c. 113; Co-operative Banks, R. L., c. 114; Banks and Banking, R. L., c. 115; Trust Companies, R. L., c. 116; Mortgage Loan and Investment Companies, R. L., c. 117; Insurance, St. 1907, c. 576; Fraternal Beneficiary Corporations, R. L., c. 119; Assessment Insurance, R. L., c. 120; Gas and Electric Light Companies, R. L., c. 121; Companies Engaged in the Transmission of Electricity, R. L., c. 122; Wharves, Real Estate in Common, Fields and Aqueduct Corporations, R. L., c. 123; Agricultural and Horticultural Societies, R. L., c. 124; Charitable Corporations, R. L., c. 125; Cemetery and Crematory Corporations, R. L., c. 78.

13 Mexican Central R. Co. v. Commonwealth, 192 Mass. 129. 14 Op. Atty.-Gen., June 11, 1904.

15 Corresponding to R. L., c. 109, §§ 53, 54.

have been incorporated by special law since the eleventh day of March in the year eighteen hundred and thirty-one and of all such corporations as may be hereafter incorporated by special law shall be subject to amendment, alteration or repeal by the general court. Corporations of the kind which are subject to the provisions of this act, and which were incorporated by special law before such date, may, by amendment to their certificate of organization, adopted as provided in section forty, and filed as provided in section forty-one, reorganize under this act, and thereupon and thereafter, they shall be governed in all respects by its provisions." 16

16 St. 1903, c. 437, § 2. See R. L., c. 109, § 3; Pub. St., c. 105, §§ 2, 3; Gen. St., c. 68, § 41; Rev. St., c. 38, § 36; c. 44, § 23; St. 1830, c. 81. Citations - Pub. St., c. 105, § 2: Greenfield v. County Commissioners, 135 Mass. 570.

Pub. St., c. 105, § 3: Watuppa Reservoir Co. v. Fall River, 147 Mass. 569, 18 N. E. Rep. 465; Attorney-General v. Old Colony R. R., 160 Mass. 84, 35 N. E. Rep. 252; Hale v. Cheshire Railroad, 161 Mass. 444, 37 N. E. Rep. 307; Revere Water Co. v. Winthrop, 192 Mass. 464.

Gen. St., c. 68, § 41: Metropolitan R. Co. v. Quincy R. Co., 12 Allen, 270; Agricultural Branch R. Co. v. Winchester, 13 Allen, 33; Com. v. Eastern R. R., 103 Mass. 254; Com'rs Inland Fisheries v. Holyoke Water Power Co., 104 Mass. 446; Mayor of Worcester v. Norwich & Worcester R. R. Co., 109 Mass. 103; Metropolitan R. R. Co. v. Highland St. R. R. Co., 118 Mass. 293; Worcester & Nashua R. R. Co. v. Railroad Com'rs, 118 Mass. 568; Thornton v. Marginal Freight Railway, 123 Mass. 32; Rice v. Bank, 126 Mass. 304; Attorney-General v. Old Colony Railroad, 160 Mass. 84, 35 N. E. Rep. 252.

Rev. St., c. 44, § 23: Opinion of the Justices, 9 Cush. 605; Mass. Gen. Hospital v. State Life Co., 4 Gray, 234; Com. v. Essex Co., 13 Gray, 252; Fitchburg R. R. Co. v. Grand Junction R. R. Co., 4 Allen, 205; Com. v. Eastern R. R. Co., 103 Mass. 254; Com'rs Inland Fisheries v. Holyoke Water Power Co., 104 Mass. 446; Parker v. Metropolitan R. R. Co., 109 Mass. 506; Metropolitan R. R. v. Highland St. R. R. Co., 118 Mass. 293; Attorney-General v. Old Colony Railroad, 160 Mass. 84, 35 N. E. Rep. 252. Rev. St., c. 38, § 36: Curtis v. Harlow, 12 Met. 4; Gray v. Coffin, 9 Cush. 200.

St. 1830, c. 81: Mass. Gen. Hospital v. State Mutual Life Ass. Co., 4 Gray, 234; Durfee v. Old Colony, etc., R. Co., 5 Allen, 240; Com'rs Inland Fisheries v. Holyoke Water Power Co., 104 Mass. 451; Dodge v. Boston & Providence R. Co., 154 Mass. 302, 28 N. E. Rep. 243; Roxbury v. Boston & Providence R. R. Co., 6 Cush. 431; Attorney-General v. Old Colony Railroad, 160 Mass. 83, 35 N. E. Rep. 252; Proprietors of Mills v. Commonwealth, 164 Mass. 231, 41 N. E. Rep. 280.

See also, generally, Crease v. Babcock, 23 Pick. 334; Oliver v. Washington Mills, 11 Allen, 268; Central Bridge Corporation v. Lowell, 15 Gray, 106.