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TITLE XVIII.

CONSOLIDATION OF COLLEGES AND INSTITUTIONS OF HIGHER EDUCATION.

§ 652. Societies and organizations authorized to consolidate - Trustees-Annual reports.

§ 653. Transfer of property-Indebtedness-Specific grants-Dissolution.

SOCIETIES AND ORGANIZATIONS AUTHORIZED TO CONSOLIDATE—TRUSTEES-ANNUAL REPORTS.

Sec. 652, C. C. Whenever any benevolent, religious, or fraternal organization or society, having a grand lodge, assembly, conference, or other legislative or representative head in the state of California, having two or more colleges or institutions of higher education under its patronage, shall, for the purpose of greater efficiency and simplicity in the administration of its educational interests, desire to consolidate such institutions under one management, such organization or society shall be and is authorized to consolidate such institutions under one management by complying with the following provisions:

First. Such grand lodge, assembly, conference, or other legislative or representative head having authorized a consolidation. of its institutions, a new corporation shall be formed. The board of trustees of the new corporation shall at first consist of the persons constituting the boards of trustees of the several institutions, respectively, thus consolidated, and others; provided, the number of trustees shall not exceed forty-five. The board of trustees shall be so classified that the term of office of onethird of its number shall expire each year; the successors of such trustees, as their terms expire, shall be elected by such grand lodge, assembly, conference, or other legislative or representative head at its annual meeting.

Second. The said board of trustees shall report annually to the grand lodge, assembly, conference, or other legislative or representative head controlling it, the condition of affairs of such corporation and the amount and manner of its receipts and expenditures. En. Stats. 1893, 4.

TRANSFER OF

PROPERTY

GRANTS-DISSOLUTION.

INDEBTEDNESS-SPECIFIC

Sec. 653, C. C. The several boards of trustees of the institutions thus consolidated shall be and are hereby authorized and directed to transfer all property, real and personal, held by them, to the new corporation, as herein constituted, together with all powers, privileges, and authority conferred upon or enjoyed by them under their respective charters or acts of incorporation. The new corporation receiving such property shall assume all indebtedness and liabilities of such institutions as are thus consolidated, but shall not transfer such property from one location to another, except by an affirmative vote of not less than three-fourths of the said board of trustees of the new corporation, nor divert specific grants, donations, or bequests from the purposes for which such grants, donations, or bequests were made. That after the boards of trustees have conveyed the property, real and personal, of the various institutions to the new corporation, as hercinabove provided, and the same has been accepted by said new corporation, then the franchises held by the corporations thus consolidating shall cease, and the said corporations shall be thereby dissolved. En. Stats. 1893, 4. Amd. 1895, 40.

Legislative History.

The original section does not contain after the words "one location to another," the words "except by an affirmative vote of not less than three-fourths of said board of trustees of the new corpora. tion."

§ 1161.

CORPORATE ACKNOWLEDGMENTS.

Instruments must be acknowledged, except, etc. 1185. Requisites for acknowledgment.

§ 1190. Form of acknowledgment by corporation.

INSTRUMENTS MUST BE ACKNOWLEDGED, EXCEPT, ETC.

Sec. 1161, C. C. Before an instrument can be recorded, unless it belongs to the class provided for in either sections eleven hundred and fifty-nine, eleven hundred and sixty, twelve hundred and two, or twelve hundred and three, its execution must be acknowledged by the person executing it, or if executed by a

corporation, by its president or secretary, or proved by a subscribing witness, or as provided in sections eleven hundred and ninety-eight and eleven hundred and ninety-nine, and the acknowledgment or proof certified in the manner prescribed by article III of this chapter. En. March 21, 1872. Amd. 187374, 226.

Legislative History.

The original section did not have the words, "or as provided in sections eleven hundred and ninety-eight and eleven hundred and ninety-nine."

Section Cited.

Hoag v. Howard, 55 Cal. 565; Bennett v. Green, 74 Cal. 429; Emeric v. Alvarado, 90 Cal. 477.

Annotation.

Construction of Section. The word "instrument," as used in this and other sections of the code, invariably means some written paper or instrument signed and delivered by one person to another, transferring the title to, or giving a lien on, property, or giving a right to a debt or duty. (Hoag v. Howard, 55 Cal. 565. To same effect: Foorman v. Wallace, 75 Cal. 555; Warnock v. Harlow, 96 Cal. 307, 31 Am. St. Rep. 214; Colton L. & W. Co. v. Swartz, 99 Cal. 285.)

REQUISITES FOR ACKNOWLEDGMENT.

Sec. 1185, C. C. The acknowledgment of an instrument must not be taken, unless the officer taking it knows, or has satisfactory evidence, on the oath or affirmation of a credible witness, that the person making such acknowledgment is the individual who is described in and who executed the instrument; or, if executed by a corporation, that the person making such acknowledgment is the president or secretary of such corporation. En. March 21, 1872.

Section Cited.

Hoag v. Howard, 55 Cal. 565; Malloye v. Coubrough, 96 Cal. 651; Hatton v. Holmes, 97 Cal. 212; Le Mesnager v. Hamilton, 101 Cal. 539; Joost v. Craig, 131 Cal. 507.

Annotation.

Execution of Instrument.-The word "executed," as used in this section, does not import the delivery of such instrument. (Le Mesnager v. Hamilton, 101 Cal. 539.)

Introduction to Notary.-It is not sufficient that the person purporting to acknowledge the instrument was introduced to the notary by a third person. He must know the party to be as represented. And consistent with the ruling it must be held that the notary must know that the person making an acknowledgment on behalf of a corporation is in fact the president or secretary of such corporation. (Malloye v. Coubrough, 96 Cal. 651. To same effect: Joost v. Craig, 131 Cal. 507.)

FORM OF ACKNOWLEDGMENT BY CORPORATION.

Sec. 1190, C. C. The certificate of acknowledgment of an instrument executed by a corporation must be substantially in the following form:

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in the year

before me

[here insert the name and quality of the officer], personally appeared, known to me [or proved to me on the oath of

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-] to be the president [or the secretary] of the corporation that executed the within instrument, and acknowledged to me that such corporation executed the same. En. March 21, 1872.

Section Cited.

Hoag v. Howard, 55 Cal. 565; Le Mesnager v. Hamilton, 101 Cal. 537.

Annotation.

"Instrument."-The word "instrument," as employed in this section, means some written paper or instrument signed and delivered by one person to another, transferring the title to, or giving a lien on, property, or giving a right to a duty or debt. (Hoag v. Howard, 55 Cal. 565. To same effect: Foorman v. Wallace, 75 Cal. 555; Warnock v. Harlow, 96 Cal. 307, 31 Am. St. Rep. 214; Colton L. & W. Co. v. Swartz, 99 Cal. 285.)

(Le

Construction of Section. The word "executed," as employed in this section, does not imply the delivery of the instrument. Mesnager v. Hamilton, 101 Cal. 539.)

CODE OF CIVIL PROCEDURE.

PROVISIONS OF THE CODE OF CIVIL PROCEDURE OF CALIFORNIA RELATING TO CORPORATIONS.

PART II.

TITLE II.

CHAPTER III.

TIME OF COMMENCING ACTIONS.

341. Within six months.

§ 348. No limitation where money deposited in bank.

WITHIN SIX MONTHS.

Sec. 341, C. C. P. Within six months:

An action against an officer, or officer de facto: . . .

2. To recover stock sold for delinquent assessment, as provided in section 347 of the Civil Code. En. March 11, 1872. Amd. 1873-74, 292.

Stock sold for assessment: C. C., sec. 347.

Legislative History.

Subdivision 2 was added by the amendment of 1873-74.

Section Cited.

Herbert Kraft Co. Bank v. Bank of Orland, 133 Cal. 66, 65 Pac. 143.

Annotation.

Stock Sold Under Void Assessment.-This section has no application to an action relating to stock sold under a void assessment, which the corporation had no power to levy or enforce. (Herbert Kraft Co. Bank v. Bank of Orland, 133 Cal. 64, 65 Pac. 143.)

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