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The 190th General Court of the Commonwealth of Massachusetts

Section 35: Preferred stock; voting powers; issue, etc.

Section 35. Preferred stock issued under sections thirty-two to thirty-five, inclusive, shall have the same voting power as the common stock, except that, in any case, there may be such limitations of the voting power of said preferred stock as the department approves and finds consistent with public interest. The aggregate amount at par of preferred stock of all classes issued by a company shall at no time exceed twice the amount at par value of its outstanding common stock, except when such excess shall result from a reduction in the aggregate par value of its outstanding common stock made under either section twenty A or section twenty-seven, and no class of preferred stock shall be created which is not, in a manner approved by the department, made subordinate in respect to dividends or to participation in the proceeds of liquidation to the preferences of every previously created class of preferred stock. Upon any issue of preferred stock the new shares shall, unless the common stockholders with the approval of the department otherwise provide, first be offered to the common stockholders in the manner prescribed in sections fifty to fifty-two, inclusive, of chapter one hundred and fifty-nine, and any shares of the preferred stock not duly subscribed and paid for by the common stockholders or their assigns shall be offered in the same manner to the holders of preferred stock of the same class; and any of such preferred shares then remaining untaken, and all of the preferred shares if the common stockholders so determine and the department approves, may be sold in the manner provided by and subject to section fifty-one of chapter one hundred and fifty-nine. In case of any increase in the common stock of the company, holders of preferred stock shall be entitled to have offered to them shares of the new stock in the manner provided in sections fifty to fifty-two, inclusive, of chapter one hundred and fifty-nine, whenever the vote creating such preferred stock as approved by the department shall so provide.