second, that the capital stock may be divided into preferred and common shares, as the corporation may determine. The general law contains no reference to preferred shares. The bill also authorizes the corporation to purchase the property of the New England Cotton Yarn Company, a corporation organized under the laws of the State of New Jersey. So far as this purchase is to be made by the issuing of shares of stock, it is governed by the general provisions of law relating to the paying in of capital stock. None of these special provisions affect the question submitted; and it is, therefore, to be determined by a consideration of the provisions of the general laws relating to such corporations, and how far they are effectual to prevent the issuance of stock for less than the par value thereof. Pub. Sts., c. 106, § 46, provides, in substance, that no manufacturing corporation shall commence the transaction of business until the whole amount of its capital stock has been paid in, and a certificate to that effect and of the manner in which the same has been paid in, and at the time of making the certificate been invested or voted by the corporation to be invested, signed and sworn to, has been filed in the office of the Secretary of the Commonwealth. Section 48 provides that "conveyance to the corporation of property, real or personal, at a fair valuation, shall be deemed a sufficient paying in of its capital stock to the extent of such value, if a statement, made, signed and sworn to by its president, treasurer, and a majority of its directors, giving a description of such property and the value at which it has been taken in payment, in such detail as the commissioner of corporations shall require or approve, and endorsed with his certificate that he is satisfied that said valuation is fair and reasonable, is filed with the Secretary of the Commonwealth." These provisions apply to the original capital stock of the proposed corporation, and, by § 4 of the bill, they govern any increase of capital stock which may from time to time be made by the corporation. It follows that both the original capital stock and any increase thereof must be made in cash or in property the equivalent of cash, at a fair valuation; the question of such fair ness being submitted to the determination of the Commissioner of Corporations, whose decision in the matter is final and binding upon all parties. Whether stock may be issued which does not represent full value depends in this case, as in the case of all manufacturing corporations organized under the general law, upon the ability of the commissioner to determine accurately the value of the property taken in exchange for shares issued. If the valuation fixed by him is the true value of the property taken, the stock issued therefor will be fully paid for. If he fixes too high a value upon the property conveyed, the stock issued in exchange therefor to that extent will be watered stock, in the sense that it does not represent actual equivalent property. How far the provisions I have referred to, have been found to be effectual to prevent manufacturing corporations from issuing watered stock, and how far they will operate to the same end in the case of the corporation in question, are questions of fact which it is not my province to determine. METROPOLITAN WATER BOARD CITIZEN LABOR PREFER- The word "preference,” as used in St. 1895, c. 488, § 31, requires the employment of citizens only when they can be employed upon as advantageous terms as aliens. Where laborers are regularly employed by contractors upon public works for more a While, under existing statutes, your committee has no right to the opinion of this office, the questions you submit relate to matter specially committed to you by the Legislature, and appear to me to be fairly entitled to my consideration. 1. "Section 31 of c. 488 of the metropolitan water act provides that in the construction of the metropolitan water works 'prefer To the Joint mittee of the Special Com. Legislature. 1900 May 14. ence in employment shall be given to citizens of this Commonwealth.' If it appears that citizen labor of this Commonwealth can be hired in sufficient numbers at not less than $1.50 per day per laborer, and equally efficient alien labor at $1.35 per day, does the clause referred to above require that, other things being equal, employment shall be given by the Metropolitan Water Board in doing its work, to citizen laborers?" To this I answer No, for reasons stated in my reply to the next question. 2. "Please state what is meant by the clause 'preference in employment shall be given to citizens of this Commonwealth.'" In my judgment, the word "preference" as used in the statute referred to requires the employment of citizens when such labor can be employed upon as advantageous terms as alien labor. If aliens are willing to do as good work more cheaply, the duty of preference does not require the employment of citizens at a higher rate of wages. 3. "Is the employment of laborers by contractors on public works more than nine hours per day, regularly, a violation of the law, the laborers being paid so much per hour for the time during which they actually work?" To this question I answer No. St. 1894, c. 508, § 7, which provides that "Nine hours shall constitute a day's work for all laborers," etc., refers only to employment by the day. It does not and is not intended to prohibit the employment of labor by the hour, if the laborer is willing to be so employed. 4. "Is such employment of laborers unlawful if the continuance of their employment is dependent upon their willingness to work more than nine hours per day?” If a laborer is told that he can only be employed upon his agreement to work more than nine hours per day at a given rate per hour, and accepts the employment upon such terms, such employment is an evasion of law, but not, in my judgment, a violation of it. Being a penal law, it is to be construed strictly. A person so employed, however powerful the inducement, is, nevertheless, in contemplation of law, working voluntarily, and the case, so far as the statute is concerned, is the same as though no such threat were held out to him. Employment by the hour is not within the statute. 5. "Is the payment by the Metropolitan Water Board of the persons directly employed by the Board monthly, or in any other way than weekly, unlawful?" St. 1894, c. 508, §§ 51-54, as amended by St. 1899, c. 247, do not include the employment of labor by the Commonwealth or its officers. STATE HIGHWAY FILING OF PLANS - LAY-OUT - DISCON- TINUANCE The Massachusetts Highway Commission, after a State highway has been laid out and the required plans and certificates have been filed in the offices of the town and county clerks, have no authority to discontinue such highway or any part of it. In general, however, mere clerical errors may be corrected at any time. chusetts Commission. Your letter of November 17, 1899, requires the opinion of the To the MassaAttorney-General as to the powers of the Massachusetts Highway Highway Commission with reference to correcting errors or making changes 1909 in State highway lay-outs after the plans and other papers have been filed in the offices of the town and of the county clerks. I am informed that the specific case which gave rise to this question is as follows: Your commission filed a plan defining the width of land taken for a State highway. Since the plan was filed, the commission have determined that the width defined is greater than is necessary for the purpose of the highway; and, as the abutters are willing to have the surplus width reconveyed to them, the commission are desirous, if permissible, to abandon such land as they find to be unnecessary for the highway. St. 1897, c. 355, § 1, amending St. 1894, c. 497, § 2, provides that "Said highway commission shall consider such petition and, if they deem that the highway should be laid out or be taken charge of by the Commonwealth, shall file a certified copy of a plan thereof in the office of the county commissioners of the county in which the petitioners reside, with the petition therefor, and a certificate that they have laid out and taken charge of said highway in accordance with said plan, and shall file a copy of the plan May 21. and location of the portion lying in each city or town in the office of the clerk of said city or town, and said highway shall, after the filing of said plans, be laid out as a highway by said commis sion, at the expense of the Commonwealth." The plans and certificate so filed in accordance with the provisions of this section constitute the only record of the taking of the land by the Highway Commission. They are not working plans, for they do not purport to give detailed information as to grade, etc.; they only define the bounds of the land taken. No other act of taking is provided by the statutes; and I am of opinion, therefore, that the filing of the plans and certificate must be deemed to be the act of taking by eminent domain of the lands so defined, and that the taking is complete upon the filing of such plans and certificate. The section quoted provides in the first instance for a determination by the commissioners that the highway should be "laid · out;" and, as soon as such determination is reached, for carrying it into effect by filing plans and certificates therewith. The term "lay out" has acquired a technical meaning when used in connection with the highways in the legislation of this Commonwealth. "Laying' out is . . . the appropriate expression for locating and establishing a new highway." Foster v. Park Commissioners, 133 Mass. 321 (329). In the same case it is said by the court that "It is unnecessary to say that, after a way has been laid out, no additional order or adjudication is necessary to construct it." By the use of the expression "lay out as a highway," the Legislature means the passage of the order so to do. Hitchcock v. Springfield, 121 Mass. 382 (385). The filing of the plans, therefore, may be taken to be the technical "laying out" of the highway by the commission. The title to the land is then complete and the land taken has become a State highway. The same section, it is true, later provides that after the filing of the plans the State highway is to "be laid out as a highway;" but, inasmuch as no technical act of laying out is provided thereafterwards, I am of opinion that the words "lay out as a highway" are to be interpreted as meaning the actual construction of the way. Such a use of the term "lay out" is not wholly unknown to the statutes or to the decisions of the |