may be thereto, or a name so similar thereto as to be liable to be mistaken for it, except with the consent in writing of such existing corporation, association or partnership filed with the articles of organization. The supreme judicial court or the Corporation superior court shall have jurisdiction in equity, upon the enjoined. application of any corporation, partnership, association or 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 articles of organization may have been approved and a certificate of incorporation may have been issued to it. amended. first SECTION 347. Section nine of said chapter four hundred 1903, 437, § 9, and thirty-seven is hereby amended by inserting after the word "meeting" in the tenth line the words ", which shall be held within the commonwealth", - so as to read as follows:- Section 9. The first meeting of the incorporators Calling of of a corporation created by special law shall, unless such meeting of law otherwise provides, be called by a notice signed by a incorporators. majority of the persons named in the act of incorporation; and the first meeting of the incorporators of a corporation organized under general laws shall be called by a notice signed either by such subscriber to the agreement of association as may be designated therein or by a majority of the subscribers to such agreement; and such notice shall state the time, place and purposes of the meeting, which shall be held within the commonwealth. A copy of such notice shall, Notice to each seven days at least before the day appointed for the meeting, be given to each incorporator or left at his residence or usual place of business, or deposited in the post office, postage prepaid, and addressed to him at his residence or usual place of business, and another copy thereof, and an affidavit of one of the signers that the notice has been duly served, shall be recorded with the records of the corporation. If all of Notice the incorporators shall in writing, indorsed upon the agree- waived by ment of association, or, in the case of a corporation created by special law, upon the charter or a certified copy thereof, waive such notice and fix the time and place of the meeting, no notice shall be required. incorporator. may be incorporators. SECTION 348. Said chapter four hundred and thirty-seven 1903, 437, § 10, is hereby further amended by striking out section ten and amended. substituting the following:- Section 10. At such first meet- Organization, ing, or at any adjournment thereof, the incorporators shall officers, etc. organize by the choice, by ballot, of a temporary clerk, who shall be sworn, by the adoption of by-laws and by the elec election of 1903, 437, § 12, amended. Articles of organization, etc., to be approved by commissioner tion by ballot of directors, of a treasurer, of a clerk and of such other officers as the by-laws require to be elected by the stockholders. The temporary clerk shall make and attest a record of the proceedings, until the clerk has been chosen and sworn, including a record of such choice and qualification. SECTION 349. Section twelve of said chapter four hundred and thirty-seven is hereby amended by striking out the first paragraph and substituting the following:- Section 12. The articles of organization, the agreement of association and the record of the first meeting of the incorporators, of corporations. which in all cases shall include the by-laws, shall be submitted to the commissioner of corporations, who shall examine them and may require such amendment thereof or such additional information as he may consider necessary. If he finds that the provisions of this chapter relative to the organization of the corporation have been complied with, he shall indorse his approval on the articles of organization. Thereupon, the articles shall, upon payment of the fee hereinafter provided, be filed in the office of the secretary of the commonwealth, who shall cause them and the indorsement thereon to be recorded, and, except in the case of a corporation created by special law, shall thereupon issue a certificate of incorporation in the following form: Secretary of the commonwealth to issue certificate of incorporation. 1903, 437, § 14, amended. Issue of capital stock. Certificate to be submitted SECTION 350. Said chapter four hundred and thirty-seven is hereby further amended by striking out section fourteen and substituting the following:- Section 14. Capital stock may be issued at not less than par, for cash, property, tangible or intangible, services or expenses. Stock which is issued for cash may be paid for in full before it is issued or by instalments. If it is paid for by instalments, the stock certificate shall be legibly stamped with the words “ per cent paid up, balance payable (stating manner and time of payment) and shares subject to forfeiture if unpaid", the proportion and terms of payment being stated to agree with the facts; and, as each instalment is demanded and paid, the certificate shall be stamped accordingly. The whole or any part of any unissued balance of the authorized capital stock may be issued, subsequent to the issue of stock certified by the articles of organization, by vote of the directors, under authority of the by-laws or of a general or special vote of the incorporators at the first meeting or of the stockholders at a subsequent meeting, if, within thirty days after such vote of the directors, a certificate monwealth. signed and sworn to by the president, treasurer and a ma- to commisjority of the directors is submitted to the commissioner of sioner of corcorporations, setting forth: (a) the total amount of capital led in office of the secretary stock authorized; (b) the amount of stock already issued for of the comcash payable by instalments and the amount paid thereon; also the amount of full paid stock already issued for cash, property, services or expenses; (c) the amount of additional stock to be issued for cash, property, services or expenses, respectively; (d) a description of said property, and a statement of the nature of said services or expenses, in the manner required by the provisions of section eleven. The commissioner of corporations shall examine such certificate in the same manner as the original articles of organization. If he finds that it conforms, to the requirements of law, he shall indorse his approval thereon, and it shall thereupon be filed in the office of the secretary of the commonwealth who, upon payment of the fee hereinafter provided, shall cause it and the indorsement thereon to be recorded. No issue of No issue of stock subsequent to the issue of stock certified by the articles lawful until, of organization shall be lawful until said certificate shall have been filed in the office of the secretary of the commonwealth as aforesaid. No stock shall be at any time issued unless the cash, so far as due, or the property, services or expenses for which it was authorized to be issued has been actually received or incurred by, or conveyed or rendered to, the corporation; nor shall any note or evidence of indebtedness, secured or unsecured, of any person to whom stock is issued, be deemed to be payment therefor; and the president, Liability of treasurer and directors shall be jointly and severally liable to any stockholder of the corporation for actual damages caused to him by such issue. stock to be etc. officers. section after after the re SECTION 351. Said chapter four hundred and thirty- 1903, 437, new seven is hereby further amended by inserting after section 14. fourteen a new section, to be numbered fourteen a: Section Submission of 14a. An issue of stock subsequent to that certified by the certificate of articles of organization which is invalid solely for the reason quired thirty that the certificate is not submitted to the commissioner of days, etc. corporations within thirty days as required by section fourteen may be rendered lawful and valid as of the date of its issue if the certificate is afterward submitted to the said commissioner, and is examined and approved by him and filed and recorded in the office of the secretary of the commonwealth, upon payment of such fee, not exceeding twenty- Fee. five dollars, as the commissioner may fix. 1903, 437, § 16, amended. Payment of stock by instalments. Shares of certain stock SECTION 352. Section sixteen of said chapter four hundred and thirty-seven is hereby amended by striking out the first two sentences and substituting the following: - Section 16. If, by the provisions of the articles of organization, capital stock is issued payable by instalments, the directors may require the payment of subscriptions therefor in such proportions and at such times and places as they deem proper, by making demand therefor according to the by-laws, or, in default of such by-law, by a notice mailed to each stockholder at least seven days before any instalment is payable. If a holders may be stockholder refuses or neglects to pay an instalment for thirty days after the time limited in such notice for payment, the treasurer of the corporation may sell such stockholder's shares by public auction, and, out of the proceeds of such sale, shall pay to the corporation all instalments then due from such stockholder with interest and incidental charges. SECTION 353. Section eighteen of said chapter four hundred and thirty-seven is hereby amended by striking out Directors may the last sentence and substituting the following: - All other agents and officers shall be chosen or appointed, and all vacancies filled, in the manner prescribed by the by-laws, or, in default of such by-law, by the board of directors. sold by public auction, etc. 1903, 437, § 18, amended. appoint subordinate officers. 1903, 437, new section after $18. Certificate of change in offi with commis sioner of corporations. SECTION 354. Said chapter four hundred and thirty-seven is hereby further amended by inserting after section eighteen the following new section, to be numbered eighteen a:Section 18a. Whenever any change is made in the officers cers to be filed of a domestic corporation subject to this chapter except at the annual meeting, the corporation shall forthwith file in the office of the commissioner of corporations a certificate of such change, signed and sworn to by the clerk. Any such corporation which omits to make and file a certificate as aforesaid within thirty days after such change has been made, or which fails to keep a clerk of the corporation in this commonwealth, shall forfeit not more than five hundred dollars, to be recovered in the manner prescribed by section fifty. Forfeiture. Repeal. 1903, 437, new SECTION 355. Chapter two hundred and eighty-two of the acts of nineteen hundred and seven, as amended by chapter one hundred and eighty of the acts of nineteen hundred and eight and by chapter fifteen of the General Acts of nineteen hundred and fifteen, is hereby repealed. SECTION 356. Chapter four hundred and thirty-seven of the acts of nineteen hundred and three is hereby further amended by adding after section twenty the following new change in date meeting of section, to be numbered twenty a:- Section 20a. When- Notice of ever any change is made altering the date fixed in the by- of annual laws for the annual meeting of a domestic or foreign corpora- business cortion subject to the provisions of this act, the corporation portions to be shall forthwith file in the office of the commissioner of cor- sioner of corporations. porations a certificate of such change, signed and sworn to by the clerk of the corporation. Any corporation which Forfeiture. omits to make and file a certificate as aforesaid within thirty days after such a change has been made, shall forfeit not more than one hundred dollars, to be recovered in the manner prescribed by section fifty. etc., amended. president, SECTION 357. Chapter two hundred and twenty-two of Repeal. the acts of nineteen hundred and five is hereby repealed. SECTION 358. Section thirty-four of chapter four hundred 1903, 437, $ 34, and thirty-seven of the acts of nineteen hundred and three, as amended by section one of chapter four hundred and eighty-eight of the acts of nineteen hundred and eleven, is hereby further amended by inserting after the word "but" in the tenth line the words "directors who vote against such issue, and are recorded as so voting, shall not be so liable, and", so as to read as follows: Section 34. The presi- Liability of dent, treasurer and directors of every corporation shall be treasurer and jointly and severally liable for all the debts and contracts of the corporation contracted or entered into while they are officers thereof if any stock is issued in violation of the provisions of section fourteen, or if any statement or report which is required by the provisions of this act is made by them which is false in any material representation and which they know, or on reasonable examination could have known, to be false; but directors who vote against such issue, and are recorded as so voting, shall not be so liable, and only the officers who sign such statement or report shall be so liable. directors. etc., amended. or officers not SECTION 359. Said chapter four hundred and thirty- 1903, 437, § 36, seven, as amended by section two of chapter four hundred and eighty-eight of the acts of nineteen hundred and eleven, is hereby further amended by striking out section thirty-six and substituting the following:-Section 36. A stockholder Stockholders of a corporation shall be held liable for its debts and con- to be liable, tracts under section thirty-three, and the president or treasurer, or a director of any such corporation, shall be held so liable under section thirty-four or section thirty-five, if the corporation has been duly adjudicated bankrupt. The president or treasurer, or a director, shall also be held so unless, etc. |