principal office of the corporation is located; the first publication to be made within fifteen days after the filing of such certificate, and in default thereof the directors of the corporation shall be jointly and severally liable for all the debts of the corporation contracted before the filing of the said certificate, and the stockholders shall also be liable for such sums as they may respectively receive of the amount so reduced: Provided, no such decrease of capital stock shall release the liability of any stockholder, whose shares have not been fully paid, for debts of the corporation theretofore contracted. 1901, c. 2, s. 32.

1165. Certificates of stock. Every stockholder shall have a certificate signed by the president and treasurer, or secretary, certifying the number of shares owned by him in such corporation. 1901, c. 2, s. 20.

1166. Duplicate certificates issued by directors. Every corporation may issue a new certificate of stock in the place of any certificate theretofore issued by it, alleged to have been lost or destroyed, and the directors authorizing such issue of a new certificate may, in their discretion, require the owner of the lost or destroyed certificate, or his legal representatives, to give the corporation a bond, in such sum as they may direct, as an indemnity against any claim that may be made against such corporation. A new certificate may be issued without requiring any bond when, in the judgment of the directors, it is proper so to do.

1885, c. 265; 1901, c. 2, s. 94.

1167. Action to compel issuance of duplicate certificate. Whenever any corporation shall have refused to issue a new certificate of stock in place of one theretofore issued by it, or by any corporation of which it is a successor, alleged to have been lost or destroyed, the owner of the lost or destroyed certificate or his legal representatives may maintain a civil action in the superior court of the county in which the principal office of the corporation is located to compel such corporation to issue a duplicate certificate of stock in the place of the certificate alleged to have been lost or destroyed; and if the issues of fact arising upon the pleadings shall be found in favor of the plaintiff, the court shall make an order requiring the corporation or other party, within such time as it shall designate, to issue and deliver to the plaintiff a new certificate for the number of shares of the capital stock of the corporation which shall have been found to be owned by the plaintiff. In making the order the court shall direct that the plaintiff deposit such security as to the court shall appear sufficient to indemnify any person other than the plaintiff, who shall thereafter appear to be the lawful owner of

such certificate stated to be lost or destroyed; and the court may also direct publication of such notice, either preceding or succeeding the making of such final order, as it shall deem proper. Any person who shall thereafter claim any rights under the certificate so lost or destroyed shall have recourse to said indemnity, and the corporation shall be discharged from all liability to such person by reason of compliance with the order.

1901, c. 2, s. 95.

1168. Shares, personal property; how transferred; held as collateral. The shares of stock in every corporation shall be personal property, and shall be transferable on the books of the corporation in such manner and under such regulations as the by-laws provide; and whenever any transfer of shares shall be made for collateral security, and not absolutely, it shall be so expressed in the entry of the transfer.

Code, s. 689; 1901, c. 2, s. 21.

1169. Assessments upon shares. The directors of every corporation may, from time to time, make assessments upon the shares of stock subscribed for, not exceeding, in the whole, the par value thereof, remaining unpaid; and the sums so assessed shall be paid to the treasurer at such times and by such instalments as the directors shall direct, said directors having given thirty days' notice of the assessment and of the time and place of payment, either personally or by mail, or by publication in a newspaper published in the county where the corporation is established.

1901, c. 2, s. 23.

1170. Shares sold to pay assessments. If the owner of any shares shall neglect to pay any sum assessed thereon for thirty days after the time appointed for payment, the treasurer, when ordered by the board of directors, shall sell, at public auction, such numbers of the shares of the delinquent owner as will pay all assessments then due from him, with interest, and all necessary incidental charges, and shall transfer the shares sold to the purchaser, who shall be entitled to a certificate' therefor.

1901, c. 2, s. 24.

1171. Notice of sale. The treasurer shall give notice of the time. and place appointed for the sale, and of the sum due on each share, by advertising the same three weeks successively, once in each week, before the sale, in some newspaper published in the county where the principal office of the corporation is located, at the courthouse door, and by mailing a notice thereof to the last known postoffice address of the delinquent stockholder.

1901, c. 2, s. 25.

1172. Certain construction companies may take stock and bonds for labor, materials, etc.; statements to contain the facts. Corporations having for their object the building, constructing or repairing of railroads, water, gas or electric works, tunnels, bridges, viaducts, canals, hotels, wharves, piers, or any like works of internal improvement or public use, or utility, may subscribe for, take, pay for, hold, use and dispose of stock or bonds in any corporation formed for the purpose of constructing, maintaining and operating any such public works; and the directors of any such corporation formed for the purpose of constructing, maintaining and operating any public work of the description aforesaid may accept in payment of any such subscription, or purchase, real or personal property, necessary for the purposes of such corporation, or work, labor and services performed, or materials furnished to, or for, such corporation to the amount of the value thereof, and from time to time issue upon any such subscription or purchase, in such instalments or proportions as such directors may agree upon, full-paid stock, in full or partial performance of the whole, or any part of such subscription or purchase, and the stock so issued shall be full-paid stock, and not liable to any further call, neither shall the holder thereof be liable for any further payments. And in all statements and reports of the corporation to be published or filed, this stock shall not be stated, or reported, as being issued for cash paid to the corporation, but shall be reported and published in this respect according to the fact.

1901, c. 2, s. 55.

1173. One corporation may hold stock and securities of another. Any corporation may purchase, hold, assign, transfer, mortgage, pledge or otherwise dispose of the shares of the capital stock of, or any bonds, securities or evidences of indebtedness created by, any other corporation or corporations of this or any other state, and while owner of such stock may exercise all the rights, powers and privileges of ownership, including the right to vote thereon.

1903, c. 660, s. 3.

VII. AMENDMENTS, SURRENDER AND EXTENSION.

1174. Amendments before payment of stock. It shall be lawful for the incorporators of any incorporation, before the payment of any part of its capital, to file with the secretary of state an amended certificate of incorporation, duly signed by the incorporators named in the original certificate of incorporation, and duly acknowledged or proved, modifying, changing or altering the original certificate of incorporation in whole, or in part, which amended certificate

of incorporation shall take the place of the original certificate of incorporation, and when recorded in the proper county shall be deemed to have been filed and recorded on the date of filing and recording the original certificate of incorporation: Provided, the officers shall be entitled to the same fees for filing and recording the amended certificate of incorporation as if they were original; but there shall be charged no additional organization tax, except when the certificate of incorporation is amended by increasing the capital stock, in which event, an additional organization tax shall be paid upon such increase.

1901, c. 2, s. 28.

1175. Amendments, generally. Every corporation, whether organized under a special act of incorporation, or under general laws, and which might now be created under the provisions of this chapter, may change the nature of its business, relinquish one or more branches thereof, or extend its business to such other branches as might have been inserted in its original certificate of incorporation, change its name, increase its capital stock, decrease its capital stock, change the par value of the shares of its capital stock, extend its corporate existence, create one or more classes of preferred stock, and make such other amendment, change or alteration as may be desired, in manner following: The board of directors shall pass a resolution declaring that such change or alteration is advisable, and call a meeting of the stockholders to take action thereon; the meeting shall be held upon such notice as the by-laws provide, and in the absence of such provisions, upon ten days' notice, given personally or by mail; if two-thirds in interest of each class of the stockholders having voting powers shall vote in favor of such amendment, change or alteration, a certificate thereof shall be signed by the president and secretary, under the corporate seal, acknowledged or proved, as in the case of deeds to real estate, and such certificate, together with the written assent, in person or by proxy, of two-thirds in interest of each class of such stockholders, shall be filed and recorded in the office of the secretary of state, and upon such filing he shall issue a certified copy thereof, which shall be recorded in the county in which the original certificate of incorporation is recorded, and thereupon the certificate of incorporation shall be deemed to be amended accordingly: Provided, that such certificate of amendment, change or alteration shall contain only such provision as it would be lawful proper to insert in an original certificate of incorporation made at the time of making such amendment, and the certificate of the secretary of state, under his official seal, that such certificate and assent have been filed in his office shall be taken and accepted as evidence of such change, or alteration, in all courts and places. And

and

any corporation which could not now be created under the provisions of this chapter may in like manner increase or decrease its capital stock, or change its name.

1893, c. 380; 1899, c. 618; 1901, c. 2, ss. 29, 30; 1903, c. 510.

1176. Change of location of principal office. The board of directors of any corporation, organized under the laws of this state, may change the location of the principal office of such corporation within this state to any other place within this state, by resolution adopted at a regular or special meeting of such board, by the votes of at least. two-thirds of the members of such board: Provided, that no certificate shall be required to be filed of the removal of any office from one point to another in the same town, township or city of the state. Upon the adoption of a resolution as aforesaid, a copy thereof shall be filed in the office of the secretary of state, signed by the president and secretary of such corporation, and sealed with its corporate seal.

1901, c. 2, s. 31.

1177. Surrender of corporate rights before payment of stock. The incorporators named in any certificate of incorporation, before the payment of any part of the capital stock, and before beginning the business for which the corporation was created, may surrender all their corporate rights and franchises, by filing in the office of the secretary of state a certificate verified by oath, that no part of the capital stock has been paid and such business has not been begun, and surrendering all rights and franchises, and thereupon the said corporation shall be dissolved.

1901, c. 2, s. 35.

1178. Extension of corporate existence. Any corporation, created by special charter, or under the general law, for any objects which are allowed by this chapter may extend its corporate existence in the manner prescribed herein: Provided, that if such corporation possesses franchises, powers, privileges, immunities or advantages which could not be obtained under this chapter, such extension shall not continue, renew or extend such franchises, powers, privileges, immunities or advantages, but the filing of the certificate of extension shall operate as a waiver and abandonment of such franchises, powers, privileges and advantages.

1901, c. 2, s. 37.

VIII. CORPORATE MEETINGS.

1179. Place of meetings; books at principal office; jurisdiction superior court over books. The meetings of the stockholders of every corporation of this state shall be held at the principal office in