a quorum; and every decision of a majority of such persons duly assembled as a board, shall be valid as a corporate act.

Corporation not dissolved by failure to elect directors.

§ 18. If directors shall not be elected on the day designated in the by-laws, or by law, the corporation shall not for that reason be dissolved, but the election may be held on any other day, when a meeting for that purpose may be called pursuant to the provisions of this chapter, and every director shall continue to hold his office and discharge its duties until his successor has been elected.

Directors to be trustees in case of dissolution.

§ 19. Upon the dissolution of any corporation, its directors, unless other persons shall be appointed by the legislature, or by some court of competent jurisdiction, shall be the trustees of its creditors, stockholders or members, and shall have full power to settle its affairs, collect and pay outstanding debts and divide among the persons entitled thereto the moneys and other property remaining after pay ment of debts and necessary expenses.

Their powers as such trustees.

§ 20. Such trustees shall have authority to sue for and recover the debts and property of the corporation, by their name as such trustees, and shall jointly and severally, be personally liable to its creditors, stockholders, or members, to the extent of its property and effects that shall come into their hands.

Forfeiture for non-user.

§ 21. If any corporation except a railroad, turnpike, plank-road or bridge corporation, shall not organize and commence the transaction of its business, or undertake the discharge of its corporate duties within one year from the date of its incorporation, its corporate powers shall cease.

Extension of corporate existence.

§ 22. Any domestic corporation at any time within three years before the expiration thereof, may extend the term of its existence beyond the time specified in its original certificate of incorporation, or by law, or in any certificate of extension of corporate existence, by the consent of the stockholders owning two-thirds in amount of its capital stock, or, if not a stock corporation, by the consent of two-thirds of its members, in and by a certificate signed and acknowledged by them and filed in the offices in which the original certificates of its incorporation were filed, if at all, and, if not, then in the offices where certificates

of incorporation are now required by law to be filed, and the officer with whom the same may be filed, shall thereupon record them in the books kept in their respective offices for the record of such certificates, and make a memorandum of such record in the margin of the original certificate in such book, if any, and thereupon the time of existence of such corporation shall be extended, as designated in such certificate, for a term not exceeding the term for which it was incorporated in the first instance.

Laws repealed.

§ 23. Of the laws enumerated in the schedule hereto annexed, that portion specified in the last column is repealed. Such repeal shall not revive a law repealed by any law hereby repealed, but shall include all laws amendatory of the laws hereby repealed.

Saving clause.

§ 24. The repeal of a law or any part of it specified in the annexed schedule shall not effect or impair any act done, or right accruing, accrued or acquired, or liability, penalty, forfeiture or punishment incurred prior to May first, eighteen hundred and ninety-one, under or by virtue of any law so repealed, but the same may be asserted, enforced, prosecuted or inflicted, as fully and to the same extent as if such law had not been repealed; and all actions and proceedings, civil or criminal commenced under or by virtue of the laws so repealed, and pending on April thirtieth, eighteen hundred and ninety-one, may be prosecuted and defended to final effect in the same manner as they might under the laws then existing, unless it shall be otherwise specially provided by law.

Construction.

§ 25. The provisions of this chapter, so far as they are substantially the same as those of laws existing on April thirtieth, eighteen hundred and ninety-one, shall be construed as a continuation of such laws, modified or amended according to the language employed in this chapter, and not as new enactments; and references in laws not repealed to provisions of laws incorporated into this chapter and repealed shall be construed as applying to the provisions so incorporated; and nothing in this act shall be construed to amend or repeal any provision of the Criminal or Penal Code.

When to take effect.

§ 26. This chapter shall take effect on May first, eighteen hundred and ninety-one.

CHAP. 564.

AN ACT in relation to stock corporations constituting chapter thirty-eight of the general laws.

CHAPTER XXXVIII OF THE GENERAL LAWS.

THE STOCK CORPORATION LAW.

ARTICLE 1. General powers; reorganization (§§ 1-7).

2. Directors and officers; their election, duties and liabilities
(§§ 20-31).

3. Stock; stockholders, their rights and liabilities (§§ 40-58).
4. Miscellaneous provisions (§§ 70-73).

ARTICLE I.

GENERAL POWERS; REORGANIZATION.

SECTION 1. Short title.

2. May borrow money and mortgage property.

3. Purchasers at sale of corporate property and franchise may become a corporation.

4. Contents of plan of agreement.

5. Sale of property; possession of receiver and suits against him. 6. Stockholder may assent to plan of readjustment.

7. Combinations prohibited.

Short title.

SECTION 1. This chapter shall be known as the stock corporation law, but shall not apply to monied corporations.

May borrow money and mortgage property.

§ 2. In addition to the powers conferred by the general corporation law, every stock corporation shall have power to borrow money or contract debts, when necessary for the transaction of its business, or for the exercise of its corporate rights, privileges or franchises, or for any other lawful purpose of its incorporation; and may issue and dispose of its obligations for any amount so borrowed, and may mortgage its property and franchises to secure the payment of such obligations or of any debt contracted for the purposes herein specified; and the amount of the obligations issued and outstanding at any one time secured by such mortgages, excepting mortgages given as a consideration for the purchase of real estate, and mortgages authorized by contracts made prior to the time when this act shall take effect, shall not exceed the amount of its paid up capital stock, or an amount equal to two-thirds of the value of its corporate property at the time of issuing the obligations secured by such mortgages, in case such