Bank shares must be sold under this statute.-St. 1804, ch. 83-1819, ch. 87-1828, ch. 96.

14. Of process against manufacturing corporations.

a. Of former liabilities.

The estate of such corporations is liable to attachment and execution. By a former law, whenever any action was commenced against a manufacturing corporation, and the officers of the company neglected, for the space of fourteen days, after demand, to shew to the officer holding the writ or execution, sufficient real or personal estate to secure the debt, then the officer might levy the same upon the estates or bodies of any member of the corporation.-St. 1808, ch. 65. If the officer made a demand pursuant to the statte upon a particular execution, which he neglected to levy before the return day, it was held, that he could not levy an alias without making a new demand.-16 M. R. 389.

To remedy this, it was provided by an additional act that after a demand was made pursuant to the statute, and the execution was not satisfied, then an alias might issue, which might be levied upon the property or bodies of the members of the corporation.-St. 1817 ch. 183.

If an individual member died, his estate was exonerateq and if one sold his shares, his liability ceased, for the statute related only to such as were members at the time of the levy.-16 M. R. 389-17 M. R. 64..

The, it was enacted, that every member should be liable in his individual capacity, for all debts contracted during his membership.-St. 1821, ch. 38.

An additional act provides, that no member of those corporations who shall adopt its provisions, and give notice ther of in a newspaper wherein the laws of the commonwealth are published, and likewise in a newspaper in the town or county where said corporation is established, shall be liable in his individual capacity for any debt against such company, unless a suit

shall be commenced against the corporation in one year after the debt become due, and in case such person has ceased being a member, within one year after his connexion with the company shall have ceased.St. 1826, ch. 137.

b. Of the liability of the individual members of manufacturing corporations, under the statute of Feb. 16, 1830.

All manufacturing corporations hereafter established, are required to organize themselves by the choice of a president; a clerk, to be sworn before a justice of the peace, who is to keep the records of the corporation; a treasurer, who is to give bonds; and not less than three directors.-Sect. 1.

The capital stock is to be fixed and limited; and divided into shares, at the first meeting, and a record thereof made by the clerk, then to be numbered, and each number is to have a certificate of the same, under the seal of the corporation, and signed by the treasurer. The corporation has power to increase the number of shares, and its capital stock, at iny meeting, provided it does not exceed the amount named in the charter.-Sect. 3.

The shares may be sold by deed acknowledged before a justice, which shall be recorded by the derk, and the treasurer shall furnish the purchaser with a new certificate.-Sect. 4.

Assessments may be levied upon shares, which shall be liable to be sold, unless payment be made within thirty days; notice of the sale to be published in a newspaper. Sect. 5.

Every member shall be jointly and severally liable for all debts and contracts made by the corporation, until the whole amount of the capital stock so fixed and limited, is paid in; and a certificae thereof, signed and sworn to by the president, treasurer, clerk, and a majority of the directors, shall have been filed and recorded in the registry of deeds for the county where the manufactory is established.-Sect. 6.

And a like certificate shall be made whenever the capital stock shall be enlarged, and shall be filed and

recorded as aforesaid within thirty days from the payment of the last instalment, and for neglect of this duty, the several officers shall be liable for all debts of the corporation, contracted after the expiration of the thirty days, and before the time of filing the certificate. Sec. 7.

After the filing of said certificate, no member shall be liable to have his property or body taken for any of the debts of the corporation, provided that the corporation shall give notice, annually, in some newspaper of the county, of the amount of all assessments voted, and paid in, and the amount of all existing debts; and shall not make any division of any part of their capital, but only of their nett earnings or profits, according to the best of their judgment and belief.-Ibid.

No part of the capital stock shall be paid by any note or obligation of any stockholder whether secured by a pledge of stock or otherwise; and no loan of money shall be made to any stockholder by the corporation; and if any such loan should be made, the officers, assenting thereto, shall be liable for any debts of the corporation, to the amount of said loan. The amount of the debts of the corporation shall never exceed the amount of its capital stock actually paid in, and, in case of excess, the directors shall be jointly and severally liable. But any director who does not assent to the said act, may exonerate himself by giving notice of his dissent to the stockholders at a general meeting to be called for that purpose. Sec. 8.

If either the certificate or the public notice, above provided for, is wilfully false, all the officers who signed the same shall be personally liable for all debts, contracted while they were members of the corporation. If any dividend shall be declared while the company is insolvent, such of the directors as do not enter their dissent to the measure, shall be personally liable for the amount of such dividend.-Sec. 9.

If the company shall vote to reduce their stock, a copy of the vote shall be filed with the registry of deeds within thirty days; otherwise the officers shall be liable for all debts previously created. And if any part shall be refunded to the stockholders, then they shall severally be liable for all such debts.Sec. 10.

When any of the officers are made liable for the debts, an action may be maintained against them, during the pending of an action for the same cause, against the corporation. And, when the members of the company are liable, their persons or property may be taken, upon any writ or execution against the corporation.Sec. 11.

Or, the liability of the officers may be ascertained by a bill in chancery, and any member who may pay any debt may have a like remedy against the other members for a contribution, and also a right of action against the corporation.-Ibid.

No persons, holding stock in trust, shall be liable for the debts, but the persons pledging such stock shall be amenable, and the estates of any deceased member shall be held in the same manner as if he were living.Sec. 12.

The estates of persons under guardianship shall be held in the same manner.-Ibid.

Such corporations as are now established, may vote to adopt the provisions of the act, and cause to be filed and recorded with the register of deeds, a certificate signed by the proper officers, stating the amount of capital actually paid in, and the amount divided or withdrawn, if any, together with the amount of their debts and credits, and a valuation of the real and personal estates of the company, to which the officers shall make oath that they have carefully examined the records and accounts, and faithfully estimated the value of the funds and property, and that the certificate is true, according to their best knowledge and belief, in which case no member shall be held personally liable for the debts of the

corporation, excepting as is before provided in the act-Sec. 13.

The former statutes are repealed, saving existing rights, and the future liabilities of the members of such corporations, as do not adopt the act.-Sec. 16.

Processes against corporations regulated by this act, can be served only upon the property of the corporation. For the manner of making service in this case, see page 50.

Corporations now existing, that do not conform to the act, have all the rights, and are subject to all the liabilities, of the former statutes, which are before enumerated in this chapter.

The members of such companies as shall be hereafter established, and do not conform to the provisions of the new statute, are personally liable, until the provisions of the act are complied with.

In case of fraud or falsehood in the certificate and notice, or in making improper dividends, the officers only are liable.

14. Of executions against other corporations.

It is a general rule, that the individual members of a corporation are not liable for its debts. The exceptions are made by sundry statutes, and exist only in the cases before enumerated in this work.

Inhabitants of towns, and other territorial corporations, are severally liable to pay any execution against them. (Ante, page 50.) The precept should run against their property and bodies.

However hard and unreasonable, this has been the immemorial usage in Massachusetts. About the year 1790, one Gatehill was imprisoned on an execution against the town of Marblehead for a debt the town owed.-5 Dane, 158.

Where the property of an inhabitant of a town is taken for corporate debts, he shall have an action against the corporation for indemnity. If taken on the statutes respecting taxes, (page 110) he shall re