CHAP. 74. CHAPTER 74. OF PREVENTION OF FRAUD IN THE SALE OF OILS. SECT. 1. What shall be deemed to be sold, | SECT. 2. Damages for adulteration. as sperm oil. 3. Forfeiture. SECTION 1. All oils, sold under the names of sperm, summer, What shall be fall and winter oils, shall be deemed to be sold, as and for deemed to be pure sold, as sperm sperm oil; and the test of pure sperm oil is hereby declared, to be oil. Southworth's Oleometer. 1833, 60, § 1. SECT. 2. All oils sold under the said names, which shall be Damages for aadulterated from pure sperm oil, shall be deemed, whale oil; and dulteration. 1833, 60, § 2. the vender shall be liable to the purchaser for the difference in value, between pure sperm oil and whale oil, unless the adulteration is made known to the purchaser at the time of sale; to be recovered in an action on the case. SECT. 3. Whoever shall sell any oil, commonly known under Forfeiture. the names, specified in the first section, which may have been adul- 1833, 60, § 3. terated, by a mixture of whale oil, inferior oil, spirits of turpentine or other matter, without disclosing the full amount of adulteration to the purchaser, shall forfeit fifteen dollars, for every such offence, to any person, who shall sue for the same. CHAPTER 75. OF HAWKERS AND PEDLERS. SECT. 1. Penalty for peddling goods. Arti- SECT. 4. County commissioners may license eles also forfeited. 2. Mode of recovery. 3. Certain exceptions. venders of tin ware. 5. How carriages employed shall be dling goods. 2 Pick. 103. SECTION 1. Every hawker, pedler or petty chapman, or other Penalty for pedperson, going from town to town on foot, or with a horse, carriage Articles also or otherwise, carrying to sell, or exposing to sale, any feathers, forfeited. indigo, tin ware, books, medicines, nostrums, essences, or any other 1821, 171, § 1. goods or merchandise, shall forfeit a sum, not exceeding fifty dollars, nor less than twenty dollars, to be recovered by complaint or indictment; and all the articles and merchandise aforesaid; one half to the town, where the offence is committed, and the other half to the prosecutor. 1821, 171, § 1. SECT. 2. Any justice, on complaint made to him, may cause Mode of recovthe arrest of the party accused, and the seizure of such goods, and ery, detain the same until trial; and in case of conviction of the offender, the same shall be decreed forfeited to the uses aforesaid, and sold in the same manner, as goods seized on execution for debt. tions. SECT. 3. Nothing in the preceding section shall prevent any Certain excepperson from vending any farming utensils or wooden wares, or any 1821, 171, § 1. articles of domestic manufacture, made principally of wood, or from CHAP. 75. selling or marketing any fish, fruits, provisions, garden seeds, combs, leather shoes, or potter's earthern ware. County com license venders of tin ware. SECT. 4. The county commissioners may license any person in missioners may their county, to sell tin ware, for one year from the time of applica tion therefor, on his producing a certificate from the selectmen of the town, where he resides, that he is of good moral character; and the person, so licensed, may personally vend any such tin ware. How carriages employed shall be marked. License to be exhibited to certain officers. Penalty. 1821, 172, § 3. SECT. 5. Every person, so licensed, shall have his name printed in large letters, at least one inch wide, and also the words, licensed by C. C. and also the name of the county, where the license was granted, in some conspicuous place on every carriage, employed by him, for conveyance of such ware; and he shall also exhibit the certificate of his license, when required by any justice of the peace, sheriff, selectman or constable, within the limits of their respective jurisdiction; and if he shall fail in either of the foregoing particulars, he shall forfeit ten dollars to any person, who shall sue for the same, TITLE FIFTH. Of corporations of various kinds, and proprietors, in common, CHAPTER 76. Of corporations. 77.* of real estate. 78. Of manufacturing corporations. 79. Of insurance companies. 80. Of turnpike corporations and toll bridges. 81. of rail roads. 82. Of agricultural and horticultural societies. 83. Of aqueducts. 84. Of libraries and their proprietors. 85. Of management of lands and wharves, and other real estate, lying in com mon. 86. Of mills and their repairs. CHAP. 76, SECTION 1. All corporations shall, where no other provision is General powspecially made, be capable, in their corporate name, to sue and be ers of corpora Chapter 77, entitled OF BANKS, as originally reported by the revising commissioners, was not enacted, in consequence of the disagreement of the senate to certain amendments, proposed by the house of representatives. tions. CHAP. 76. 1836, 200, § 1. 217, § 1. 21 Pick. 417. Clerk's office, and records. 1837, 289, § 1. Clerk to file certificate of his appointment. 1837, 289, § 2. Parol and im plied contracts by corporations. 10 Mass. 397. 7 Greenl. 118. 1 Pick. 297. 8 Pick. 178. Privileges allowed to foreign corporations. 10 Mass. 91. Regulations and porations. 2 Mass. 269. sued, appear, prosecute and defend to final judgment and execution, in any courts or elsewhere; to have a common seal, which they may alter at pleasure; to elect, in such manner as they shall determine to be proper, a clerk and all other necessary officers, and to fix their compensation, and define their duties and obligations; and to make by laws and regulations, consistent with the laws of the state, for their own government, and for the due and orderly conducting of their affairs, and the management of their property. SECT. 2. Every corporation, instituted under the authority of this state, shall keep the office of its clerk, together with its records and papers, at some place within this state. SECT. 3. The clerk of every private corporation shall, within twenty days after his acceptance of the office, file a certificate of his appointment, in the office of the register of deeds in any county or district, where such corporation is established, or in which it may have a place of business, or general agent. SECT. 4. Parol contracts may be binding upon aggregate corporations, if made by an agent, duly authorized by a corporate vote, or under the general regulations of the corporation; and contracts may be implied, on the part of such corporations, from their corporate acts, or those of an agent, whose powers are of a general char acter. SECT. 5. Corporations, whether public or private, which exist by the laws of any other state, or within any foreign jurisdiction, may sue, in this state, by their corporate name, and the acts of their agents, in this state, shall have the same validity, as the acts of agents of foreign private persons, unless expressly prohibited by law. SECT. 6. All corporations, instituted in this state, may, by their by laws of cor- by laws, where no other provision is specially made, determine the manner of calling and conducting all meetings; the number of members, that shall constitute a quorum; the number of shares, that shall entitle the members to one or more votes; the mode of voting by proxy; the mode of selling shares for the non payment of assessments, and the tenure of office of the several officers; and they may annex suitable penalties to such by laws, not exceeding in any case the sum of twenty dollars, for any one offence; provided, that no such by laws shall be made by any corporation, repugnant to any provisions of its charter. Manner of calling the first meeting. SECT. 7. The first meeting of all corporations shall, unless otherwise provided for in their acts of incorporation, be called by a 1836, 200, § 2. notice, signed by any one or more of the persons named in the act of incorporation, and setting forth the time, place and purposes of the meeting; and such notice shall, seven days at least before the meeting, be delivered to each member, or published in some newspaper of the county, where the corporation may be established, or, if there be no newspaper in the county, then, in some newspaper of an adjoining county. When meetings may be called SECT. 8. Whenever, for want of sufficient by laws for the purpose, or of officers duly authorized, or from the improper neglect or by a justice of refusal of such officers, or from other legal impediment, a legal meet1835, 151, 1. ing of any corporation cannot be otherwise called, any justice of the peace. 3 Fairf. 398. 3 Pick. 232. the peace, in the county where it is desirable to hold such meeting, CHAP. 76. or where such corporation is established, if it be local, may, on a written application of three or more members thereof, issue a warrant to either of said members, directing him to call a meeting of the corporation, by giving such notice as is required in the preceding section; and, where the law requires notice in some public newspaper, or by posting up in some public place, the justice shall in his warrant designate the paper or public place for such notice, as the case may be. side at the open 1829, 439. SECT. 9. Whenever a meeting of any corporation shall be called, Who may preby a warrant from a justice of the peace, pursuant to any provisioning of such of law, said justice, or the person to whom such warrant is directed, meeting. may call the meeting to order and preside therein, until a clerk shall be duly chosen and qualified, if there be no officer present, whose duty it may be to preside; provided, that the justice or other person, organizing such meeting, shall not be responsible for any error in judgment, in receiving or rejecting the vote of any person, claiming to be a member. SECT. 10. The person, legally presiding at a meeting of any corporation, shall have the same power and authority, as is given by law to moderators in town meetings. Power of 1829, 439. presiding officer. Any meeting the members be legal, if assent. all 8 Greenl. 365, 372. estate. Trans SECT. 11. When all the members of a corporation shall be present at any meeting, however called or notified, and shall sign a written consent thereto on the record of such meeting, the doings of such meeting shall be as valid, as if legally called and notified. SECT. 12. Every corporation, instituted in this state, may hold Corporations lands to an amount authorized by law, and may convey the same. may hold real Whenever the capital stock of any such corporation is divided into fer of shares. shares, and certificates thereof issued, such shares may be transfer- 1838, 325, § 1. red by indorsement and delivery of the certificates thereof; such indorsements being by the signature of the proprietor, or his attorney or legal representative; but such transfer shall not be valid, except between the parties thereto, until the same shall have been so entered on the books of the corporation, as to show the names of the parties, the number and designation of the shares, and the date of the transfer. towns, of the holders. 1837, 280, § 1. SECT. 13. The cashiers of banks, and the clerks of all other Annual returns, corporations, instituted under the authority of this state, holding to assessors of property liable to be taxed, shall under oath, annually, within seven names of stockdays after the first day of May, return to the assessors of every town, in which any of the stockholders may reside, the amount of stock owned on the said first day of May, and the names of the stockholders, resident in such town, so far as known to such cashiers or clerks, and the amount of stock, taken up and actually paid in, in such corporation; and such returns shall be the basis of taxation on said property. SECT. 14. The said cashiers and clerks shall also, annually, Returns to secwithin seven days after the first day of January, make return to the retary of state. 1837, 280, § 2. secretary of the state, of the names of all the stockholders, their residence, and the amount of stock owned by each, and the whole amount of stock, taken up and actually paid in, as aforesaid, on the said first day of January; and it shall be the duty of the secretary |