CHAP. 76. to lay the same before the legislature, within the first twenty days of its session. SECT. 15. If any such cashier or clerk, shall, within the times specified, deposit his returns, required by the two preceding sections, in some convenient post office, directed to the assessors of the proper towns, or to the secretary of state, respectively, it shall be deemed a sufficient compliance with the provisions of said sections. SECT. 16. If the clerk or cashier of any such corporation, holding property as aforesaid, shall neglect or refuse to make the returns, required by the thirteenth and fourteenth sections of this chapter, the said corporation shall forfeit five hundred dollars, to be recovered in an action of debt; one half to the use of the prosecutor, and the other half to the use of the state. SECT. 17. The corporate property of any company incorporated in this state, and the franchise of any corporation having a right to receive toll, with the privileges and immunities thereof, shall be liable to attachment on mesne process, and to be levied upon by execution for the debts of such corporation, in the manner prescribed in chapters, ninety four, one hundred and fourteen, and one hundred and seventeen. SECT. 18. In all corporations, created by the legislature, after the sixteenth day of February, in the year, eighteen hundred and thirty six, excepting banking corporations, unless otherwise specified in their charter, in case of deficiency of attachable corporate property or estate, the individual property, rights and credits of every stockholder thereof shall be liable to be taken on execution, to the amount of his stock and no more, for all debts of the corporation, contracted during his ownership of such stock; and such liability shall continue, notwithstanding any subsequent transfer of such stock, for the term of one year, after the record of the transfer thereof on the books of the corporation, and for the term of six months, after judgment recovered against such corporation, in any suit commenced within the year aforesaid; provided, that in every such case, the officer, holding the execution, shall first ascertain and certify upon such execution, that he cannot find corporate property or estate. SECT. 19. In such case, the officer may cause the property of such stockholder to be levied upon by execution, in the same manner, as if the same were against him, individually, after giving him forty eight hours' previous notice of his intention, and the amount of the debt or deficiency, if he reside within the state, or, if not within the state, to his agent, if he have any within the state, otherwise to the clerk of the corporation; unless such stockholder, his agent, or the said clerk, on demand and notice as aforesaid, shall disclose and shew to the execution creditor, or the said officer, attachable corporate property or estate, sufficient to satisfy said execution and all fees. SECT. 20. Such creditor, after demand and notice, as mentioned in the preceding section, at his election, may have an action on the case against any such stockholder, to recover of him individually the amount of his execution and costs, or of the deficiency, as aforesaid, not exceeding the amount of the stock held by such stockholder. SECT. 21. The clerk of every such corporation, on demand of CHAP. 76. any officer, legally holding any execution against the same, shall Clerk to disfurnish the officer with the names, places of residence, so far as to close names him known, and the amount of liability of every person liable as stockholders. and liability of aforesaid. 1836, 200, § 6. when stock ble. 1836, 200, § 5. 13 Pick. 484. SECT. 22. When the officers or members of a corporation, or Proceedings in any of them, are liable for the debts of the corporation, or for any equity or law, acts of such officers or members, respecting the business of the cor- holders are liaporation, and also when any of the said officers or members are liable to contribute for money paid by any other or others of them, on account of any such debts or acts, the money due may be recovered by a bill in equity, in the supreme judicial court; and the said court. may make all such orders and decrees therein, as may be necessary to do justice between the parties; or by action at law, at the election of the party. 16 Maine, 224. SECT. 23. All acts of incorporation, passed after the seventeenth Certain acts of day of March, in the year, eighteen hundred and thirty one, or incorporation may be repealwhich may hereafter be passed, shall, at all times, be liable to be ed or altered. amended, altered or repealed, at the pleasure of the legislature, in 1831,503. the same manner, as if an express provision to that effect were 7 Pick. 303. therein contained; unless there shall have been inserted, in such act of incorporation, an express limitation or provision to the contrary; but nothing in this section shall be construed as superseding or abrogating any control, which, by the principles of the common law, is vested, in any of the judicial courts, over any corporation, or any of its officers, in cases of misconduct, negligence, irregularity of procedure, or other cause, which, on such principles, would require the interference of such court. tlement of cor SECT. 24. All corporations, whose charters shall expire by Extension of their own limitation, or be annulled by forfeiture or otherwise, shall charters for setbe continued bodies corporate, for three years from such time, for porate conthe purposes of prosecuting and defending suits by or against them, 1839, 400, § 1. of gradually settling and closing their concerns, of disposing of 18 Pick. 63. their property, and of dividing their capital stock, and for no other purpose. cerns. 'trustees to SECT. 25. When the charter of any corporation shall expire or Appointment of be annulled, any creditor or stockholder of such corporation may close concerns. apply to the supreme judicial court, which may appoint one or 1839, 400, § 2. more persons, as trustees, to take charge of the estate and effects of such corporation, with power to collect the debts and property of the same, and to prosecute and defend in the name thereof, all necessary suits in law. ceedings in SECT. 26. The said court shall have jurisdiction, in chancery, Chancery proof such application, and of all questions arising in the proceedings such cases. thereon; and may make such orders, injunctions and decrees therein, 1839, 400, § 2. as justice and equity shall require. SECT. 27. The said trustees shall pay all debts due from the Powers, duties, corporation, if the funds in their hands shall be sufficient therefor; of the trustees. and proceedings and, if not, they shall distribute the same, ratably, among all the 1839, 400, § 2. creditors, who shall prove their debts in the manner, that shall be directed by any order or decree of the court for that purpose; and, if there shall be any balance remaining, after the payment of said Individual CHAP. 76. debts, the trustees shall distribute and pay the same to, and among those, who shall be justly entitled thereto, as having been stockholders or members of the corporation, or their legal representatives. SECT. 28. On the final dissolution of any corporation, all its piration of char- real and personal estate, not legally disposed of, shall be vested in the individuals, who may be stockholders or members at the time of such dissolution, in their respective proportions; who shall hold the same, as tenants or owners in common. rights, on ex ters. Liability of members of quasi corpora of indemnity. 1 Greenl. 361. SECT. 29. Inhabitants of counties, towns, and members of such other bodies politic, as, by the common law, are termed, quasi cortions, and mode porations, instituted for the due regulation of their public affairs, and not for the purpose of holding and managing any corporate funds, shall be liable to have their private property taken on execution, to satisfy any debt of such body politic, of which they are members, in such manner, as is provided in chapter, one hundred and seventeen; and for all such sums, as they may be thus held to pay, with costs thereon, such inhabitants or members shall have their remedy by action, as at common law, against such body politic. Further liability of stockhold tions. 1839, 400, § 3. 21 Pick. 417. SECT. 30. The stockholders of all corporations, excepting bankers in corpora- ing corporations, and corporations for literary and benevolent purposes, created since the seventeenth day of March, in the year eighteen hundred and thirty one, shall be subject, as it regards debts hereafter to be contracted by such corporations, to all the liabilities imposed on such stockholders by the provisions of the eighteenth section of this chapter; provided, that such liability shall not be incurred, excepting for such stock as they shall have acquired, since the twenty fourth day of April, in the year eighteen hundred and thirty nine; nor for stock held by any person, as executor, administrator, guardian or trustee. Foreign corpo. rations liable to suits. SECT. 31. Any corporation, incorporated by any other state or country, and having property in this state, shall be liable to be sued, and the property of the same shall be subject to attachment, in the same manner as individuals, residents of other states or countries, and having property in this state, are now liable to be sued, and their property subject to be attached; and the service of the writ, in such case, shall be made in the manner provided in chapter, one hundred and fourteen, with such further service, if any, as the court, where the same is returnable, may order. CHAPTER 78. OF MANUFACTURING CORPORATIONS. SECT. 1. How far this chapter shall be bind- SECT. 5. First meeting, how called. ing upon manufacturing corpora- 2. Officers of such corporations. 4. Clerk and treasurer, and their du- 6. By laws, how enforced. 7. Amount of capital, and division into shares. 8. Certificates of shares. 9. Transfer of shares. 10. Assessments on shares. SECT. 11. Collection of assessments. 14. Annual statements to be publish- 15. Dividends of profits. 16. Liabilities, for making unlawful 17. Obligation, to disclose property to SECT. 18. Levy of executions on debts due CHAP. 78. the corporation. 19. Penalty for refusal to disclose property. 20. Production of company books in 21. Charters subject to legislative How far this chapter shall be binding on manufacturing cor SECTION. 1. All corporations, incorporated in this state, for the purpose of carrying on any kind of manufacture, and the officers of every such corporation, and the stockholders therein, may exercise powers, and shall be subject to the duties and liabilities, con- porations. tained in this chapter, and in chapter, seventy six, so far as consistent with the provisions of their respective charters. the SECT. 2. The business of every such manufacturing company Officers of such shall be managed by the president and directors thereof, and such corporations. 1821, 137, § 1. other officers, agents and factors, as the company shall think proper to authorize for that purpose; and every such company shall also have a clerk and treasurer. tors. SECT. 3. The directors shall be chosen, annually, at such time Choice of presiand place, as may be prescribed by the by laws of the company; dent and direcand shall continue in office until others are chosen and accept in their stead; and they shall not be fewer than three, in number, and one of their number may be elected, president of the corporation, by the directors or by the company, as the by laws may prescribe. SECT. 4. The clerk and the treasurer shall also be chosen, Clerk and treasannually, and continue in office, till others are chosen in their stead urer, and their and qualified; the clerk shall be sworn to the faithful discharge of his duty, and shall record all votes of the company in a book, to be kept for that purpose, and perform such other duties as may be assigned to him; and the treasurer shall give bond, for the faithful discharge of his duty, in such sum and with such sureties, as the by laws may require. duties. 1321, 137, § 1. 1821, 137, § 2. SECT. 5. A majority of the persons, named in any such act of First meeting, incorporation, may call the first meeting, by giving notice of the how called. time and place of meeting in some public newspaper printed in the county, where the manufactory shall be established, at least fourteen days before the time of meeting; and if no paper is printed within the county, then the notice shall be thus given in some paper printed in an adjacent county. SECT. 6. The by laws of any such corporation, if not repugnant By laws, how to the laws of this state, may be enforced by penalties, not exceed- enforced. ing twenty dollars, for each offence. SECT. 7. The amount of the capital stock of any such company, hereafter incorporated, within the limits defined by its charter, shall be fixed by the company, and divided into shares, at its first meeting; and the proprietors of such shares, respectively, shall be designated by the record, the shares being numbered in progressive order, beginning at number, one; but the capital stock may be afterwards extended to any amount, authorized by the charter of the corporation. 1821, 137, § 1. Amount of capital, and divis1821, 137, § 3. ion into shares. CHAP. 78. Certificate of shares. 1821, 137, § 3. Transfer of shares. 1838, 325. Assessments on shares. SECT. 8. Every stockholder shall have a certificate, under the seal of the corporation, and signed by the treasurer, expressing the shares, by him held, and the number thereof. SECT. 9. Stock, in any manufacturing or other corporation, incorporated in this state, the capital of which is divided into shares, may be transferred by indorsement and delivery of the certificate thereof; such indorsement, being by the signature of the proprietor or his attorney; but the title to such stock shall not pass from such proprietor, until such transfer has been so far entered on the corporate records, as to show the names of the parties therein, and the date of the transfer. SECT. 10. Every such company may, from time to time, at any 1821, 137, § 5. legal meeting called for that purpose, assess, for each share, such sums of money as the company shall think proper, not exceeding in the whole the amount at which each share shall be originally limited, for raising its capital for the objects of its incorporation and incidental expenses; and such sums assessed shall be paid to the treasurer, at such times and by such instalments, as the company shall direct. Collection of assessments. SECT. 11. If the proprietor of any share shall neglect to pay any 1821, 137, § 5. sum, duly assessed thereon, for the space of thirty days after the time appointed for the payment thereof, the treasurer of the company may sell, by public auction, a sufficient number of the shares of such delinquent proprietor to pay all assessments, then due from him, with all necessary and incidental charges. Sale of delinquent shares. SECT. 12. The treasurer shall give notice of the time and place, 1821, 137, § 5. appointed for such sale, and of the sum, due on each share, by advertising the same three weeks successively before the sale, in some newspaper printed in the county where the manufactory is established, if any is printed therein, otherwise in some adjoining county, or in the newspaper published by the printer to the state; and a certificate of such sale, made by the treasurer and recorded, as before provided in this chapter, shall transfer said shares to the purchaser, and he shall be entitled to a certificate therefor. Additional shares. Annual statements, to be published by the treasurer. SECT. 13. Every such company, at any meeting called for the purpose, may also increase its capital stock, by adding to the number of shares, not exceeding the limits of its charter. SECT. 14. The treasurer of every such company shall give notice, annually, in some newspaper printed in the county, where the manufactory is established, and in case no paper is printed 1829, 385, § 2. therein, then in some newspaper in an adjoining county, or in the newspaper published by the printer to the state, of the amount of all the assessments, voted by the company, and actually paid in, and the net amount of the then existing capital stock. If any such treasurer shall neglect or refuse to give notice, or shall knowingly publish a false statement, he shall be fined, not exceeding two thousand dollars, or be imprisoned not exceeding one year, on indictment and conviction thereof. Dividends of profits. 1828, 385, § 3. SECT. 15. The directors of every such company may make dividends amongst the stockholders, from time to time, of their net profits; but no dividend, reducing the capital stock of such company, or the debts due to the same, shall be made, until all the debts due therefrom shall have been paid. |