Acts of 1909, Chapter 369.

An Act to change the Date when Stockholders in Railroad Corporations and Street Railway Companies may subscribe for New Stock.

See 1909, 485.

SECTION 1. Section one of chapter six hundred and thirty-six of the 1908, 636, § 1, acts of the year nineteen hundred and eight is hereby amended by strik- amended. ing out the words "the date of the vote to increase", in the fourteenth line, and inserting in place thereof the words: - at such date as shall be designated by vote of the directors passed after the approval by the board of such issue, - by striking out the words "the date of the vote to increase", in the seventeenth line, and inserting in place thereof the words: - said date designated by vote of the directors, and by striking out the words "the date of such vote to increase", in the nineteenth and twentieth lines, and inserting in place thereof the words: - said date designated by vote of the directors, so as to read as follows: - Section 1. [For 1908, 636, § 1, as amended, see above.]

of bonds,

R. L. 109, § 25.

1912, 725,

Part II. $ 4.
Repealed,
See 1908, 620,
636; 1909, 369.

1913, 784, § 16.

§ 1, page 61;

[SECTION 66. A railroad corporation, unless expressly au- Limit of issue thorized by its charter or by special law, shall not issue bonds, coupon notes coupon notes or other evidences of indebtedness payable at andether of periods of more than twelve months after the date thereof to indebtedness. an amount which, including the amount of all such securities 1897, 337, § 2. previously issued and outstanding, exceeds in the whole the Amended; amount of its capital stock at the time actually paid in; except that, with the approval of the board of railroad commissioners, it may issue bonds, coupon notes and other evidences of indebtedness payable at periods of more than twelve months after the date thereof to an amount which, including the amount of all such securities previously issued and outstanding may equal, but shall not exceed, twice the amount of its capital stock at the time actually paid in, provided that such securities shall be secured by a mortgage upon all the property and franchises, present and future, of the company issuing such securities. Such mortgage shall also secure, upon equal terms with such new securities, all bonds, coupon notes and other evidences of indebtedness payable more than twelve months from their dates previously issued by, or the payment of the principal of which shall have been assumed or guaranteed by, the mortgagor, and shall contain a covenant on the part of the mortgagor that the securities which may be secured by such mortgage shall not exceed in amount twice the amount of the capital stock of the mortgagor company actually paid in at the time when such bonds or other securities shall be issued, as determined under the provisions of chapter six hundred and twenty of the acts of the year nineteen hundred and eight, but this limitation shall not apply to the issue of bonds for the purpose of paying and refunding at maturity bonds lawfully issued prior to the second day of June in the year eighteen hundred and ninety-seven; nor shall it apply to such of the bonds issued or to be issued under a mortgage as are deposited to retire at or before maturity bonds or other evidences of indebtedness previously issued and outstanding at the date of such mortgage, and as do not exceed the par value of the funded

Issues of preferred stock.

Subject to all general laws.

or other debt so to be retired; and such corporation shall not issue the securities specified in this section unless authorized by vote of its stockholders at a meeting called for the purpose. Nothing in this section shall be construed as limiting the authority of the board of railroad commissioners under section sixty-five to specify the respective amount of stock or bonds or coupon notes or other evidences of indebtedness as aforesaid which are authorized to be issued for the respective purposes to which the proceeds thereof are to be applied.]

Acts of 1902, Chapter 441.

An Act to authorize Corporations to issue Preferred Stock.

SECTION 1. Every corporation organized under the laws of this commonwealth shall have power to issue preferred stock to an amount not exceeding at any time the amount of the general stock then outstanding, with such preferences and voting powers or restrictions or qualifications thereof as shall be fixed and determined in the by-laws at the organization of the corporation; or after organization, by a two thirds vote of all the stock, or by a by-law adopted by a two thirds vote of all the stock, at a meeting duly called for the purpose.

SECTION 2. Such stock shall be issued subject to all general laws of the commonwealth governing the issue of capital stock; and each certificate subsequently issued of stock in the corporation shall have fully and plainly printed thereon the by-law or vote of the corporation authorizing the issue of preferred stock.

SECTION 3. This act shall take effect upon its passage. [Approved June 5, 1902.

Amended by

1909, 491, § 8;

INVESTMENTS IN RAILROAD BONDS.

Acts of 1908, Chapter 590, § 68.

An Act to codify, revise and amend the Laws relative to Savings Banks

and Institutions for Savings.

PART V. INVESTMENTS.

SECTION 68. Deposits and the income derived therefrom shall be

1910, 622, § 10; invested only as follows:

1912, 580;

1913, 291.

See 1912, 128.

1887, 196.

R. L. 113, § 26,
cl. 3, c.
See 1913, 291,

as to failure of
compliance for

RAILROAD BONDS.

Massachusetts Railroads.

Third. a. In the bonds or notes, issued in accordance with the laws of this commonwealth, of a railroad corporation incorporated therein the railroad of which is located wholly or in part therein, which has paid in dividends in cash an amount equal to not less than four per cent per annum on all its outstanding issues of capital stock in each fiscal year for the five years next preceding such investment, or in the first mortgage bonds of a terminal corporation incorporated in this commonwealth and whose property is located therein, which is owned and operated, or the bonds of which are guaranteed as to principal and interest, or assumed, by such railroad corporation. Any shares of the capital stock of a railroad corporation leased to such railroad corporation, which are owned by said lessee corporation, shall not be considered as outstanding within the meaning of this subdivision.

statutes.

462, 3.

SECTION 67. The supreme judicial court or the superior Enforcement court shall have jurisdiction in equity, upon the application of 1894, 450, $ 3; the board of railroad commissioners, of the attorney-general, of 4823 any stockholder or of any interested party, to enforce the pro- 1896, 473. visions of the two preceding sections and all lawful orders and decisions, conditions or requirements of said board made in pursuance thereof.

R. L. 109, § 27.

1894, 450, § 2;

R. L. § 28.

SECTION 68. A director, treasurer or other officer or agent Penalties. of a railroad corporation, who knowingly votes to authorize the 452, §2; issue of, or knowingly signs, certifies or issues, stock or bonds 1109 contrary to the provisions of sections sixty-five and sixty-six, or who knowingly votes to authorize the application, or knowingly applies the proceeds, of such stock or bonds contrary to the provisions of said sections, or who knowingly votes to assume or incur, or knowingly assumes or incurs in the name or behalf of such corporation, any debt or liability except for the legitimate purposes of the corporation, shall be punished by a fine of not more than one thousand dollars, or by imprisonment for not more than one year, or by both such fine and imprisonment.

be offered to

upon increase stock.

1878, 84, § 1.

P. S. 106, § 39;

112, $58; 1893, 315, §

113, §

1. 1. R. L. $ 30.

SECTION 69. If a corporation which owns or operates a rail- New shares to road increases its capital stock, such new shares as are neces- stockholders sary to produce the amount of increased capital stock which of capital has been authorized shall, except as provided in the following 1870, 179. section, be offered proportionately to its stockholders at such 1873,392 price not less than the market value thereof at the time of in- 305. crease, as may be determined by the board of railroad commis- 1879, 90, § 1. sioners, taking into account previous sales of stock of the corporation and other pertinent conditions, which determination shall be in writing and with the date thereof shall be certified : 109 to and recorded in the books of the corporation. The directors, upon the approval of such increase as provided in section sixtyfive, and the determination of the market value as hereinbefore provided, shall cause written notice of such increase to be given to each stockholder of record upon the books of the corporation at the close of business on the date of such determination by said board, stating the amount of such increase, the number of shares or fractions of shares to which he, according to the proportionate number of his shares at the date of such determination, is entitled, the price at which he is entitled to take them, and fixing a time, not less than fifteen days after the date of such determination by said board, within which he may subscribe for such additional stock. Each stockholder may, within the time limited, subscribe for his portion of such stock, which shall be paid for in cash before the issue of a certificate therefor.

SECTION 70. If the increase in the capital stock which is Stock sold at subject to the provisions of the preceding section does not ex- 1870, 179. ceed four per cent of the existing capital stock of the corpoга- 1873, 39, § 1; tion, the directors, without first offering the same to the stock- 18543372 holders, may sell them by auction to the highest bidder at not 1878, 84. § 2. less than the par value thereof to be actually paid in cash. P. S. 106, § 40;

112, §59; 113, §16.

They may also so sell at public auction any shares, which, after 1893, 315, $ 2. the expiration of the time limited in the notice required by the

1894, 472,
§§ 1, 2.
R. L. 109, § 31.

Prerequisites to location of railroad.

1852, 303, § 1. G. S. 63, § 7.

1871, 333,

§§ 1, 2.

1878, 215,

§§ 1, 2.

1881, 111,

§§ 2, 4.

P. S. 112,
§§ 85, 86, 136.

preceding section, remain unsubscribed for by the stockholders entitled to take them. Such shares shall be offered for sale in the city of Boston, or in such other city or town as may be prescribed by the board of railroad commissioners; and notice of the time and place of such sale shall be published at least five times during the ten days immediately preceding the sale in each of at least three of such daily newspapers as may be prescribed by said board. No shares shall be sold or issued under this or the preceding section for a less amount to be actually paid in cash than the par value thereof.

LOCATION AND CONSTRUCTION OF RAILROAD.

Conditions Precedent.

SECTION 71. A railroad corporation shall not locate or begin to construct its railroad or a branch or extension thereof, or enter upon and use land or other property, except for making surveys, until a sworn estimate of the total cost of constructing the same, prepared by its chief engineer, has been submitted to the board of railroad commissioners and approved by it; nor until said board is satisfied that an amount of the capital stock

R. L. 111, $ 88. of the corporation equal to at least fifty per cent of such esti

Location not to be within three miles of state house. 1882, 265, § 4.

mated cost has been actually subscribed by responsible parties without any condition which invalidates the subscription, and that twenty per cent of the par value of each share has been actually paid in; and that the authority and consent required by section eighty-two have been obtained; nor until the clerk of said board, upon its order, has filed a certificate with the secretary of the commonwealth that the provisions of this section have been complied with; nor until the corporation has paid to the secretary a fee of fifty dollars for filing such certificate. The supreme judicial court shall have jurisdiction in equity, if said board certifies a location before ascertaining that the authority and consent required by section eighty-two have been obtained. The certificate of a master in chancery or a justice of a court of record for the county in which a subscriber resides that he owns property in his own name equal in value, above all encumbrances, to the amount of his subscription shall be conclusive evidence of his responsibility. If said board refuses its approval to an estimate or a subscription list so submitted, it shall in writing state its reasons therefor in detail at the time and shall include them in its next annual report.

SECTION 72. No railroad or part thereof which is operated by steam power shall hereafter be located or constructed within three miles of the state house without the previous consent in R. L. 111, $ 89. writing of the board of railroad commissioners, and of the board of aldermen of any city or of the selectmen of any town in which the location is sought.

Revised Laws, Chapter 53, §§ 17, 19.

not to be laid

common, etc.

166 Mass. 366.

SECTION 17. No highway, town way, street, turnpike, canal, rail- Streets, etc., road or street railway shall be laid out or constructed over a common or out over a park dedicated to the use of the public, or appropriated to such use with- 1875, 163, § 1. out interruption for a period of twenty years; nor shall any part of such P. S. 54, § 13. common or park be taken for widening or altering a highway, town way 178 Mass. 300. or street, except with the consent of the inhabitants of the city or town, 184 Mass. 140. after public notice, given in the manner provided in cases of the location and alteration of highways, stating the extent and limits of the portion thereof proposed to be taken. Such consent shall be expressed by vote of the inhabitants, if ten or more voters file a request in writing to that effect with the selectmen or the mayor and aldermen within thirty days after the publication of the notice; in the absence of such request, consent shall be presumed.

lands of

SECTION 19. Land of a public institution belonging to the common- Taking of wealth shall not be taken for a highway, town way, street, turnpike, public institucanal, railroad or street railway without leave of the general court.

Revised Laws, Chapter 87, § 17.

tion regulated. 1875, 163, § 3. P. S. 54, § 15. [2 Op. A. G.

234.]

taken

SECTION 17. The land now held and which may hereafter be held by Lands of the trustees of any state insane hospital or of the Massachusetts hospital hospitals not for dipsomaniacs and inebriates in trust for the commonwealth, for the for streets. use of the hospital of which they are trustees, shall not be taken for a P. S. 87, § 3. street, highway or railroad, without leave of the general court specially 1889, 414, obtained.

Revised Laws, Chapter 212, § 69.

1862, 223, § 2.

400.

§2.

ground.

R. S. 24, §§ 59, G. S. 165, § 40. 51.

SECTION 69. Whoever lays out, opens, or makes a highway or town Making road, way, or constructs a railroad or canal, or any other thing in the nature striathrough of a public easement, over, through, in or upon any part of an enclosure, 1834, 187, § 1. which is the property of a city, town, parish, religious society or of pri- 60; 30, § 21. vate proprietors and is used or appropriated for the burial of the dead, P. S. 207, unless authority for that purpose is specially granted by law, or unless the consent of such city, town, parish, religious society or proprietors, respectively, is first obtained, shall be punished by a fine of not more than two thousand dollars or by imprisonment for not more than one year.

Revised Laws, Chapter 28, § 11.

178 Mass. 300.

SECTION 11. Land taken for or held as a park by cities and towns Parks to be under the provisions of this chapter shall be forever kept open and main- Peseta 1882, 154, § 10. tained as public parks; but, except in parks in the city of Boston and in 1893, 75. parks comprising less than one hundred acres in extent, structures for shelter, refreshment and other purposes may be erected of such material and in such places as, in the opinion of the fire commissioners, if any, do not endanger buildings beyond the limits of such park; and the provisions of section twenty of chapter fifty-three shall not apply to such buildings. No street or way and no steam railroad or street railway shall be laid out over any portion of such park except in places and in the manner approved by the board of park commissioners.

Revised Laws, Chapter 10, § 20.

SECTION 20. The land now taken by the commonwealth about the Land around state house shall remain an open space, and no railroad or railway shall remain open. be constructed or operated in, upon or over the same. A grant made to 1894, 532, § 6. a railroad or railway corporation shall not be construed to include any