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General Laws

Section 9. The president, treasurer and a majority of the directors shall forthwith make, sign and swear to a certificate setting forth a true copy of the agreement of association with the names of the subscribers thereto, the date of the first meeting and the successive adjournments thereof, if any, and shall submit such certificate and also the records of the corporation to the secretary, who shall examine the same, and who may require such other evidence as he may judge necessary. If it appears that the requirements of the preceding sections, and of sections five and six of chapter one hundred and sixty-four in the case of gas and electric companies, preliminary to the establishment of the corporation have been complied with, the secretary shall so certify and approve the certificate by his endorsement thereon. Such certificate shall thereupon be filed by said officers in the office of the state secretary, who, upon payment of the fee hereinafter provided, shall issue a certificate in the following form:—

THE COMMONWEALTH OF MASSACHUSETTS.

Be it known that whereas (the names of the subscribers to the agreement of association) have associated themselves with the intention of forming a corporation under the name of (the name of the corporation), for the purpose (the purpose declared in the agreement of association), with a capital of (the amount of capital fixed in the agreement of association), and have complied with the provisions of the statutes of this commonwealth in such case made and provided, as appears from the certificate of the president, treasurer and directors of said corporation, duly approved by the state secretary and recorded in this office: Now, therefore, I, (the name of the secretary), secretary of the commonwealth of Massachusetts, do hereby certify that said (the names of the subscribers to the agreement of association), their associates and successors, are legally organized and established as, and are hereby made, an existing corporation under the name of (name of the corporation), with the powers, rights and privileges, and subject to the limitations, duties and restrictions, which by law appertain thereto.

Witness my official signature hereunto subscribed, and the great seal of the commonwealth of Massachusetts hereunto affixed, this    day of     in the year    (the date of execution of the certificate).

The state secretary shall sign the same and cause the great seal of the commonwealth to be thereto affixed, and such certificate shall have the force and effect of a special charter and shall be conclusive evidence of the existence of such corporation. He shall also cause a record of such certificate to be made, and a certified copy of such record may be given in evidence with like effect as the original certificate.

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