The Massachusetts spy, and Worcester County advertiser. [volume] ([Worcester, Mass.]) 1825-1831, 1830-03-03

capital stock actually paid in, and in case of
excess, tho Directors, under whose admins
tration it shall happen shall be jointly and sew
orally liable for the same in their natural and
private capacities. Such of said Directors,
who may have been absent when said excess
was contracted, or created, or who may have
dissented from the resolution or act, whereby
the same was contracted or created, may re-
spectively exonerate themselves from being SO
liable. by forthwith giving notice of the fact to
the stockholders at general meeting, which
they shall have power to call fer that purpose
SEC. 9. Be 1t further enacted, That if the
certificate, filed as aforesaid, or the public no
tice as aforesaid, as provided in the 9TH section
is willfully false in any material representation
then all the officers Of such corporation, who
shall have signed the same, shall be liable per.
sonally for all claims and demands against said
corporation, which were created while they
were members of such corporation; and if the
President and Directors of any corporation shall
declare and pay, or cause to be declared and
paid any dividend, such corporation being at
the time insolvent, or if the payment of such
dividend would render il insolvent, then the
said President and Directors who are such when
such dividend shall be declared and made pay
able, excepting however such may protest
against the making of such dividend, and en-
ter the same on the records, shall be personally
liable for the full amount of such dividend, SO
declared and paid
Sec. 10. Be It further enacted, That when
ever any such corporation shall, at meeting
called for that purpose, vote to reduce its CAPT
tai stock, a certified copy of such vote shall be
filed and recorded in the Registry of Deeds for
the County, wherein such mannfactory shall he
established within thirty days from the the 6 ~ e.
DdSSlQQ Ill
able for the payment of all debts of the como
ration, created before the time of filing and re-
cording said vote as aforesaid and if any part
OF the capital stock Of said corporation shall be
Withdrawn and refunded to the stockholders, In
pursuance of any such vote, before all the debts
OF such corporation, created before certified
copy OF said vote shall be filed and recorded in
the Registry of Deeds as aforesaid, shall have
been paid, each and every member of such cor
poratlon shall be personally liable for the pay
ment OF the said last mentioned debts.
SEC ii. Bea further enacted, That when
ever the officers aforesaid or any of them shall
De liable by the provisions OF this Act to paw
me debts OF any such corporation, or any part
thereof, an action of debt against all or any of
such ofhcers may be sued by any person or
persons, having any claim or demand against
sucn corporation, the declaration in which suit
snail state the claim against the corporation,
and the ground on which the plaintiff expects
10 charge the defendants personally, and the
SAID action OF debt may be brought during the
penaency OF an action against the corporation
1or the recovery of the same claim or demand,
and before judgment therein And the persons
and property of any and all members of any
such corporation may be taken or any writ or
execution against said corporation for any debt,
to the payment of which they shall have be.
come personally liable by the provisions of this
Act or the liability of the officers or men,
oers OF any such corporation or of any of them
as aforesaid may be ascertained and enforcs sd
by proceedings in Chancery before the Su.
Preme Judicial Court. And any member or
members, who may voluntarily or by compuI-
SIGN, pay any debt or claim against such corpo-
ration, foF which he or they are personally liza
bic as aforesaid, shall have a remedy. bv hin
IN Chancery before said Court, for a contribu-
ton against any other member or members for
MS or their due proportion of such debt or sums
so paid, and shall also have right of action at
law against SAID corporation 70 recover the mo-
ney so paid, IN which action only the propertv
OF the corporation shall be liable to be taken.
6af q aH su ta9 c orpsGsf On
Sec. y Be 1t further enacted, That no per-
sons holding stock in such corporations, as ex-
ecutors, administrators, guardians, and trus-
tees, or persons holding such stock as collateral
security, shall be personally subject to liabli.
ties as members of such corporations; but the
persons pledgiRg such stock shall be liable as
members; and such pledgors, executors, admin
lstrators, guardians, and trustees, shall repre-
sent s1ch shares and vote thereon at all meet.
lngs OF the corporation and the estates of
persons deceased of persons under guardian.
ship and estates in trust, shall be liable in the
hands OF their executors, administrators, guard.
lans, and trustees, to the same extent, as if the
testator or interstate were living, and the per-
sons under guardianship were competent to act
and such trust estate held by such trustees in
their own right
SEC. 10. Be further enacted, That when
aver any manufacturing corporation, already
established within this Commonwealth, shall.
1t any legal meeting specially called for that
purpose, vote to adopt this Act, and shall also
hle, and cause to be recorded in the Registry
OF DEEDS IN the County where such manufae.
tory snail be established, certificate signed BY
the President, Treasurer, Clerk, and a maiori.
ty ofthe Directors, stating the amount of CAM.
tai actually paid in, and if any part thereof has
been divided or withdrawn, the amount so di.
vlded or withdrawn, stating also the amount ofI
the debts, and credits of said corporation. and
an estimate of the value of the real and nerson-
Al estate of said corporation for the purnose orI
carrying on the business thereof, at the lime oil
making such certificate, and the said officers
shall make oath that they have carefully exam.
med the records and accounts of said corpora
lion, and faithfully estimated the value Of the
property and funds thereof, and that said cer.
Lificate, by them signed, is true according to !
heir best knowledge and belief,-then and in
such case, no member of such corporation shall
De liable to have his person or property taken
IN any writ or execution against said corpora-
ion, for any debts or contracts, made subse. |
luent to the filing OF the certificate aforesaid, (
except for the causes, and in the mannar hers'
N provided.
Sec: IA. Be it further enacted, That all
Acts Incorporating manufacturing Companies
shall be deemed and taken to be public Acts.
md as such may be declared upon and given in
evidence IN any court of law without specially
pleading the same.
SEC: 10. Bed further enacted, That a ma.
orIty IN interest of the sLnckhnldera in a.