STATUTES OF CALIFORNIA ENACTED PRIOR TO THE ACT ESTABLISHING A CIVIL CODE, APPROVED MARCH 21,

1872.

These statutes are continued in force as to the corporations formed thereunder by section 288 of the Civil Code, ante, pp. 91-98.

IX. Chambers of Commerce, Boards of Trade, and Me

XV. Religious, Benevolent, and Learned Associations. .910-915 XVI. Odd Fellows, Temperance Halls, etc.. XVII. Orphan, Foundling, Cemetery, and Other Societies. 916-918

....

..915, 916

ARTICLE I.

CORPORATIONS IN GENERAL.

An act concerning corporations.

[Passed April 22, 1850; Stats. 1850, p. 347.]

CHAPTER I.

GENERAL PROVISIONS.

Section 1. Every corporation, as such, has power: First-To have succession by its corporate name, for the period limited, and when no period is limited, perpetually.

Second-To sue and be sued in any court.

Third-To make and use a common seal, and alter the same at pleasure.

Fourth-To hold, purchase, and convey such real and personal estate as the purposes of the corporation shall require, not exceeding the amount limited by law.

Fifth-To appoint such subordinate officers and agents as the business of the corporation shall require, and to allow them a suitable compensation.

Sixth-To make by-laws, not inconsistent with any existing law, for the management of its property, the regulation of its affairs, and for the transfer of its stock.

Sec. 2. In addition to the powers enumerated in the preceding section, and to those expressly given in the chapter of this act under which it shall be incorporated, no corporation shall possess or exercise any corporate powers, except such as shall be necessary to the exercise of the powers so enumerated and given.

Sec. 3. No corporation created, or to be created, shall, by any implication or construction, be deemed to possess the power of discounting bills, notes, or other evidences of debt, of receiving deposits, of buying gold or silver, bullion or foreign coin; of buying and selling bills of exchange, or of issuing bills, notes, or other evidences of debt, upon loans, or for circulation as money.

Sec. 4. Where the whole capital of a corporation shall not have been paid in, and the capital paid shall be insufficient to satisfy the claims of its creditors, each stockholder shall be bound to pay, on each share held by him, the sum necessary to complete the amount of such share, as fixed by the charter of the company, or such proportion of that sum as shall be required to satisfy the debts of the company.

Sec. 5. When the corporate powers of any corporation are directed to be exercised by any particular body or number of persons, a majority of such body or persons shall be a sufficient number to form a board for the transaction of business, and every decision of a majority of the persons duly assembled as a board, shall be valid as a corporate act.

Sec. 6. If any corporation, formed under the laws of this state, shall not organize and commence the transaction of its business within one year from the date of its incorporation, its corporate powers shall cease: Provided, that the question of the due incorporation of any company, claiming in good faith to be a corporation under the laws of this state, and doing business as such corporation, or of its right to exercise corporate powers, shall not be

inquired into, collaterally, in any private suit to which such de facto corporation may be a party; but such inquiry may be had at the suit of the state, or information of the attorney general. [Amendment, approved April 8, 1862, 110; took effect from passage; repealed all conflicting laws.]*

Sec. 7. All corporations may, by their by-laws, where no other provision is specially made, determine the manner of calling and conducting their meetings, the number of members that shall constitute a quorum, the number of shares that shall entitle the members, respectively, to one or more votes, the mode of voting by proxy, the mode of selling shares for the nonpayment of assessments, and the tenure of office of the several officers; and they may prescribe suitable penalties for the violation of their by-laws, not exceeding, in any case, one hundred dollars for any one offense.

Sec. 8. The first meeting of every corporation, where no other provision is specially made, shall be called by a notice, signed by one or more persons named in, or associated as corporators under the law by which it is incorporated, setting forth the time, place, and purposes of the meeting; and such notice shall, at least twenty days before the meeting, be delivered to each member, or published in some newspaper of the county where the corporation shall be established, or if no newspaper be published in the county, then in some newspaper nearest thereto.

Sec. 9. Whenever, by reason of the death, absence, or other legal impediment of the officers of any corporation, there shall be no person duly authorized to call or preside at a legal meeting thereof, any justice of the peace of the county where such corporation is established, may, on written application of three or more of the members thereof, issue a warrant to either of the said members, directing him to call a meeting of the corporation, by giving such notice as shall have been previously required by law, and the justice may, in the same warrant, direct such person to preside at such meeting until a clerk shall be duly chosen and qualified, if there shall be no other officer present legally authorized to preside thereat.

Sec. 10. When all the members of a corporation shall be present at any meeting, however called or notified, and shall sign a written consent thereto on the record of such meeting, the doings of such meeting shall be as valid as if legally called and notified.

Sec. 11. The members of such corporation, when so assembled, may elect officers to fill all vacancies then existing, and may act upon such other business as might lawfully be transacted at regular meetings of the corporation.

Sec. 12. Whenever the capital stock of any corporation is divided into shares, and certificates thereof are issued, such shares may be transferred, by indorsement and delivery of the certificate thereof, such indorsement being by the signature of the proprietor, or his or her attorney or legal representative; but such transfer shall not be valid, except between the parties thereto, until the same shall have been so entered upon the books of the corporation as to show the names of the parties by and to whom transferred, the number or designation of the shares, and the date of the transfer. In all cases in which shares of stock in corporations, now existing, or hereafter incorporated under any law of this state, are held or owned by any married woman, such shares may be transferred by her, her agent, *Original section:

Sec. 6. If any corporation hereafter formed shall not organize and commence the transaction of its business within one year from the date of its incorporation, its corporate powers shall cease.

or attorney, without the signature of her husband, in the same manner as if such married woman were a feme sole. And in all cases of transfers of shares of stock of such corporation, on behalf of the owners residing out of the state, it shall be lawful for the president, secretary, or trustees, of such corporation, before entering such transfer on the books of the company, or issuing the certificate therefor to the transferee, to require from such attorney, or from the person claiming under such transfer, a bond of indemnity, with two sureties, satisfactory to the officers of the corporation, or, if not so satisfactory, then approved by the district judge of the district in which the principal office of said company is situated, conditioned to protect such corporation against any liability to the legal representatives of the owner of such stock, in case of his or her death, before such transfer; and in case of refusal to furnish such bonds upon request, such transfer shall be utterly void as against the corporation. All dividends. payable upon any shares of stock of a corporation held by a married woman, may be paid to such married woman, her agent, or attorney, in the same manner as if she were unmarried, and it shall not be necessary for her husband to join in receipt therefor; and any proxy, or power, given by a married woman, touching any shares of stock of any corporation, owned by her, shall be valid and binding, without the signature of her husband, the same as if she were unmarried. [Amendment, approved April 8, 1862, 110; took effect from passage; repealed all conflicting laws.]*

Sec. 13. It shall not be lawful for the directors or managers of any incorporated company in this state to make dividends, excepting from the surplus profits arising from the business of such corporation; and it shall not be lawful for the directors of any such company to divide, withdraw, or in any way pay to the stockholders or any of them, any part of the capital stock of such company, or to reduce the said capital stock without the consent of the legis lature; and in case of any violation of the provisions of this section, the directors under whose administration the same may have happened, except those who may have caused their dissent therefrom to be entered at large on the minutes of the said directors at the time, or when not present when the same did happen, shall in their individual and private capacity jointly and severally be liable to the said corporation, and to the creditors thereof in the event of its dissolution, to the full amount of the capital stock of the company 30 divided, withdrawn, paid out, or reduced, and no statute of limitation shall be a bar to any suit against such directors for any sums for which they are made liable by this section: Provided, that this section shall not be construed to prevent a division and distribution of the capital stock of such company which shall remain after the payment of all its debts, upon the dissolution of such company, or the expiration of its charter.

Sec. 14. The total amount of the debts which any incorporated company shall owe, shall not at any time exceed the amount of the capital stock actually paid in; and in case of any excess, the directors, under whose administration the same may have happened, except those who may have caused their dissent therefrom to be entered at large on the minutes of the said directors at the time, and except those who were not present when the same did happen, shall, in their individual and private capacities, jointly and severally be liable for such excess to the said corporation, and in the event of

*The original section was substantially the same as the first full sentence, down to and including the words "date of the transfer," of the above amendment.