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General Laws

Section 249. When it is shown to the satisfaction of the department that the requirements of the two preceding sections have been complied with, the clerk of the department, upon its order, shall annex to the agreement of association a certificate setting forth that fact. The directors shall thereupon file the agreement of association and certificate in the office of the state secretary, who, upon receipt of fifty dollars, shall receive and preserve the same in form convenient for reference and open to public inspection; and shall thereupon issue a certificate of incorporation substantially in the following form:

COMMONWEALTH OF MASSACHUSETTS

Be it known, that whereas (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 of locating, constructing, maintaining and operating a railroad (or railroad and telegraph) (description of the railroad or railroad and telegraph as in the agreement of association), and have complied with the statutes of this commonwealth in such cases made and provided: Now, therefore, I,        , secretary of the commonwealth of Massachusetts, do hereby certify that the persons aforesaid, their associates and successors, are legally established as a corporation, under the name of the (name of the corporation), with all the powers and privileges, and subject to all the duties, liabilities and restrictions, set forth in the general laws applicable to such corporations.

In witness whereof, I have hereunto subscribed my official signature, and affixed the great seal of said commonwealth, this          day of         , in the year        .

The state secretary shall sign the certificate of incorporation 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. The state secretary shall also cause a record of the certificate of incorporation to be made, and such certificate, or such record, or a certified copy thereof, shall be conclusive evidence of the existence of such corporation.

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