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the corporation under the provisions of this title, the secretary of the corporation shall, under oath, make and subscribe, as such secretary, a certificate, in writing, stating the calling of such meeting, the fact that the holders of a majority of the stock voted to continue the existence of the corporation under this title, which shall be filed in the office of the county clerk in which its original articles of incorporation have been filed, and shall file in the office of the Secretary of State a certified copy thereof, according to the provisions of section two hundred and ninety-six; and the Secretary of State shall issue his usual certificate, as provided in said section. Thereupon, such corporation shall be subject to all the provisions of this title, as though originally incorporated under the provisions hereof, except that no change in its name or amount of capital stock shall be made; but the name shall be the same as contained in the original articles. En. March 21, 1872. Rep. 1873-74, 217. En. Stats. 1891, 257.

Legislative History.

See sec. 639, C. C., supra. The old section 646 provided for a shareholder's liability proportionate as to the number of shares held by him was to the whole number of subscribed shares. See section 322, Civil Code, ante, for stockholders' liability.

Section Cited.

McNamara v. Oakland etc. Co., 131 Cal. 339, 341, 342, 63 Pac. 670.

Annotation.

Electing to Continue Under this Section.-Building and loan associations organized prior to 1891 are not affected by the amendments of 1891, unless they elected to so continue under the provisions of this section. (McNamara v. Oakland etc. Assn., 131 Cal. 336, 63 Fac. 670.)

SUBJECT TO PROVISIONS RELATING TO BANK COMMIS

SIONERS.

Sec. 647, C. C. All corporations doing the business of building and loan associations in this state shall be subject to the provisions of this title relating to the bank commissioners. En. March 21, 1872. Rep. 1891, 252. En. Stats. 1891, 257.

Legislative History.

See secs. 633, 639, ante. The old section 647 is as follows: "Any two or more corporations may unite and become incorporated in one body, with or without any dissolution or division of the funds of such corporation, or either of them; or any such corporation may transfer its engagements, funds, and property to any other corporation, upon such terms as may be agreed upon by two-thirds of the members of each of such bodies present at general meetings of the members, convened for the purpose by notice stating the object of the meeting, sent through the post office to every member, and by general notice, appearing daily at least one week, or weekly at least two weeks, in some newspaper published at the place of the principal business of the corporation; but no such transfer can prejudice any right of any creditor of either corporation."

Section Cited.

Underhill v. Santa Barbara etc. Co., 93 Cal. 306, 28 Pac. 1049; Vercoutere v. Golden State L. Co., 116 Cal. 414, 48 Pac. 375; McNamara v. Oakland etc. Co., 131 Cal. 342, 63 Pac. 670.

Annotation.

Under Original Section.-Before the revision of 1891 this section provided for the consolidation of two or more associations. (McNamara v. Oakland etc. Co., 131 Cal. 342, 63 Pac. 670.)

DEFINITION OF.

Sec. 648, C. C. The name "building and loan association," as used in this act, shall include all corporations, societies, or organizations or associations doing a savings and loan or investment business on the building society plan, viz. loaning its funds to its members or its shareholders, and whether issuing certificates of stock which mature at a time fixed in advance or not. En. March 21, 1872. Rep. 1873-74, 217. En. Stats. 1891, 257.

Legislative History.

See sec. 639, supra. The old section 648 provided that married women and minors might be shareholders with full rights in land and building corporations.

Section Cited.

McNamara v. Oakland etc. Co., 131 Cal. 342, 63 Pac. 670.

TAXATION OF.

Sec. 6481, C. C. The provisions of an act entitled “An act imposing a tax on the issue of certificates of stock corporations," approved April first, eighteen hundred and seventy-eight, shall not be deemed and held to be applicable to any certificates issued to and transferred by the members or stockholders of any association organized under or governed by this act. En. Stats. 1891, 257.

Section Cited.

Bay City etc. Assn. v. Broad, 136 Cal. 525, 69 Pac. 225.

TITLE XVII.

COLLEGES AND SEMINARIES OF LEARNING.

§ 649. Articles of incorporation.

$650. Board of trustees, powers of.

§ 651. Existing institutions may reincorporate under this act.

ARTICLES OF INCORPORATION.

Sec. 649, C. C. Any number of persons who may desire to establish a college or seminary of learning may incorporate themselves as provided in this part, except that in lieu of the requirements of section two hundred and ninety, the articles of incorporation shall contain:

1. The name of the corporation.

2. The purpose for which it is organized.

3. The place where the college or seminary is to be conducted.

4. The number of its trustees, which shall not be less than five nor more than fifteen, and the names and residences of the trustees. The term for which the trustees named and their successors are to hold office may also be stated. If it is desired that the trustees, or any portion of them, shall belong to any organization, society, or church, such limitation shall be stated.

5. The names of those who have subscribed money or prop

erty to assist in founding the seminary or college, together with the amount of money and description of property subscribed. En. Stats. 1885, 133.

BOARD OF TRUSTEES, POWERS OF.

Sec. 650, C. C. Unless otherwise provided in the articles of incorporation the board of trustees shall, as soon as organized, so classify themselves that one-fifth of their number shall go out of office every year, and thereafter the trustees shall hold office for five years. A majority of the trustees shall constitute a quorum for the transaction of business, and the office of the corporation shall be at the college or seminary. The trustees shall have power:

1. To elect, by ballot, annually one of their number as president of the board.

2. Upon the death, removal out of the state, or other vacancy in the office, or expiration of the term of any trustee, to elect another in his place; provided, that where there are graduates of the institution, such graduates may, under such rules as the board shall prescribe, nominate persons to fill vacancies in the board of trustees. Such nominations shall be considered by the board, but it may reject any or all such nominations, and of its own motion appoint others.

3. To elect additional trustees; provided, the whole number elected shall never exceed fifteen at any one time.

4. To declare vacant the seat of any trustee who shall absent himself from eight succeeding meetings of the board.

5. To receive and hold, by purchase, gift, devise, bequest, or grant, real or personal property for educational purposes connected with the corporation, or for the benefit of the institution.

6. To sell, mortgage, lease, and otherwise use and dispose of the property of the corporation in such manner as they shall deem most conducive to the prosperity of the corporation.

7. To direct and prescribe the course of study and discipline to be observed in the college or seminary.

8. To appoint a president of the college or seminary, who shall hold his office during the pleasure of the trustees.

9. To appoint such professors, tutors, and other officers as

they shall deem necessary, who shall hold their offices during the pleasure of the trustees.

10. To grant such literary honors as are usually granted by any university, college, or seminary of learning in the United States, and in testimony thereof to give suitable diplomas under their seal, and the signature of such officers of the corporation and the institution as they shall deem expedient.

11. To fix salaries of the president, professors, and other offcers and employees of the college or seminary.

12. To make all by-laws and ordinances necessary and proper to carry into effect the preceding powers and necessary to advance the interests of the college or seminary; provided, that no by-laws or ordinance shall conflict with the Constitution or laws of the United States, or of this state. En. Stats. 1885, 133.

EXISTING INSTITUTIONS MAY REINCORPORATE UNDER THIS ACT.

Sec. 651, C. C. Any educational corporation, or body claiming to be such, now existing, may, by a unanimous vote of those of its trustees present at a special meeting called for that purpose, and of which due notice shall be given to each trustee, convey all its property, rights, and franchises to a corporation. organized under this title. The fact that due notice of the meeting was given to each trustee shall be conclusively proven by the entries in the minutes of the corporation or body making the conveyance. Said minutes shall be certified to be correct by the president and secretary. En. Stats. 1885, 134.

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