Must commence to perpetuate, when, Name of instrument creating corporation. Articles of incorporation, what to contain. the names of all persons present, the votes taken, the notice calling the meeting, and the proof of publication or service thereof, all duly certified by the President and Secretary of the corporation, must be filed in the offices of the Secretary of State and Clerk of the county where the articles of incorporation are on file. Thereafter such corporation is possessed of all the rights and powers and subject to all the obligations, restrictions and limitations provided in this Part applicable thereto, and its corporate existence is continued. [New section.] SEC. 288. Unless within ninety days after this Code goes into effect proceedings are commenced to continue its existence under this Code, as provided in the preceding section, and such proceedings are completed and perfected within forty days thereafter, every existing corporation organized under any law of this State is suspended, and its charter of authority is withdrawn. [New section.] SEC. 289. NOTE. The object of the two preceding sections is to place all corporations on an equal footing, and under a general system of uniformity. The method of continuation is easy, and certainly unobjectionable. The instrument by which a private corporation is formed is called "articles of incorporation." [New section.] SEC. 290. Articles of incorporation must be prepared, setting forth 1. The name of the corporation. 2. The purpose for which it is formed. 3. The place or places where its business is to be transacted or where its principal office is located. 4. The term for which it is to exist, not exceeding fifty years. 5. The number of its Directors or Trustees, and the names and residences of those who are appointed for the first year. 6. The amount of its capital stock and the number of shares into which it is divided. 7. The amount of capital stock actually subscribed and by whom. N. Y. C. C., vol. 2, p. 121; Harris vs. McGegor, 29 Cal., NOTE. On examination, it will be observed that the main SEC. 291. The articles of incorporation of any railroad, telegraph, canal, water, wagon road, stage line or express organization must also state 1. The kind of road, telegraph, canal, water works, stage line or express intended to be constructed. 2. The place from and to which it is intended to be run, and all the intermediate branches. 3. The estimated length of the road, telegraph, canal, water works, stage line or express. 4. That at least ten per cent. of the capital stock subscribed has been paid in to the Treasurer of the intended corporation. N. Y. C. C., vol. 2, p. 121. SEC. 292. Each intended corporation named in the preceding section, before filing articles of incorporation, must have actually subscribed to its capital stock, for each mile of the contemplated work, the following amounts, to wit: 1. One thousand dollars per mile of railroads. 2. One hundred dollars per mile of telegraph lines. 3. Three hundred dollars per mile of canals, water works or wagon roads. Stats. 1853, 114, 169; 1861, 607. NOTE. It is intended by the Commission, as far as practicable, to make this pre-requisite uniform on all corporations for profit, as will be observed from this and the following section. At present, some have the provision, others do not. SEC. 293. Before articles of incorporation of any corporation for profit, except those mentioned in the preceding section and those specially excepted in this Part, are filed, there must be, by bona fide subscribers, at least onefifth portion of the whole proposed capital stock actually Oath of officer to sub stock and payment of 10 per cent. subscribed, and ten per cent. thereof paid into the treas ury of the corporation. Stats. 1850, 370, Secs. 156, 157. NOTE. Of course this means ten per cent. of the onefifth. SEC. 294. Before the Secretary of State issues to any scription of corporation organized for profit, a certificate of the filing of articles of incorporation, there must be filed in his office an affidavit of the President, Secretary or Treasurer named in the articles, that the required amount of the capital stock thereof, if the corporation has a capital stock, has been actually subscribed and ten per cent. thereof actually paid into the treasury of such proposed corporation. Five corpo rators, three of the State, to sign arti SEC. 295. Dannebroge Mining Company vs. Allment, 26 Cal., 286; NOTE. This provision, existing in many of our laws, is made applicable to all not purely religious or benevolent, or to promote education, art or literature. The articles of incorporation must be sub to be citizens scribed by five or more persons, three of whom must be citizens of this State, and acknowledged by each before some officer authorized to take and certify acknowledg ments of deeds. cles and ac knowledge the same. To submit articles of insurance corporations Commission er. SEC. 296. N. Y. C. C., vol. 2, p. 121. NOTE. This provision is in all our corporation laws. Sec, also, note to Sec. 286. Articles of insurance corporations, before they are filed, must be submitted to the Insurance Com to Insurance missioner, who must indorse his approval thereon; but he may, as a condition thereof, require the name of the corporation to be changed, if it is, in his judgment, likely to mislead the public. To file articles with County Clerk and Stats. 1867-8, 339, Sec. 11. SEC. 297. Upon the filing of the articles of incorporation in the office of the County Clerk of the county in Secretary of which the business of the company is conducted, or the principal office or object of the corporation is located; or if its business or works extend over two or more counties, then either in the county where its principal office is State, and receive certificate. located, or in the county first named in alphabetical order; and a copy thereof with the Secretary of State, the Secretary of State must issue to the corporation, over the seal of the State, a certificate that such articles, containing the required statement of facts, have been filed in his office; and thereafter the persons signing the same, and Term of their associates and assigns, are a body politic and corporate, by the name stated in the certificate, and for the term of fifty years, unless it is in the articles of incorporation otherwise stated, or in this Part otherwise specially provided. [New section.] SEC. 298. A copy of any articles of incorporation, filed in pursuance of this chapter, and certified by the County Clerk of the county in which it is filed, or his deputy, or by the Secretary of State, must be received in all the Courts and other places as prima facie evidence of the facts therein stated. Stats. 1862, 199, Sec. 3; 1853, 83, Sec. 3; 1850, 370, Sec. existence. ARTICLE II. BY-LAWS, DIRECTORS, ELECTIONS AND MEETINGS. SECTION 302. Adoption of by-laws-when, how, and by whom. 303. At first meeting of corporation by-laws to be adopted and 304. By-laws to be recorded and how amended. 305. By-laws may be made for certain purposes. 306. How many and who to be Directors. Vacancies in office of 307. Election of Directors-how, when, and by whom. 308. Organization of Board. 309. Officers may be removed, how. 310. Justice of the Peace may order meeting. 311. Majority of stock must be represented and a majority vote 312. All stock may be represented in votes. 313. Election may be postponed. 314. Complaints and quo warrantos, and proceedings thereon re garding elections. 315. Dividends to be from surplus profits. 316. False certificate, report or notice, to make officers liable. 317. Meeting by consent to be valid. 318. Proceedings at meeting to be binding. Adoption of by-laws SEC. 302. All corporations formed under this Title when, how, must provide a code of by-laws for their government, not and by whom inconsistent with the Constitution and laws of this State, to be adopted at a meeting of the stockholders or members, within one month after the filing of the articles of incorporation. Notice of such meeting, by order of the acting President, specifying its object, must be published two weeks in some newspaper published in the county where the meeting is to be held, if any is published therein; if none, then in the paper having the largest circulation therein. In the adoption of the by-laws, each stockholder has as many votes as he holds shares of stock; if there is no capital stock, each member has one vote. A majority of all the subscribed capital stock, or of the members, if there is no capital stock, is necessary to adopt the by-laws, or any one of them. At first meeting of by-laws to be adopted and Direc. Stats. 1850, 348, Sec. 7; 1862, 540, Sec. 3; 1861, 85, SEC. 303. At the first meeting called, as soon as the corporation by-laws are adopted, unless it is provided that the officers named in the articles of incorporation shall continue until a certain other date, Directors must be elected, a majority of the subscribed capital stock, or of the members, being necessary to a choice. tors elected. By-laws to be recorded and how amended. By laws may be made for certain purposes. [New section.] SEC. 304. All by-laws adopted must be certified by the officers of the corporation, and filed and recorded in the Recorder's office of the county where the principal office of the corporation is located. The by-laws thus adopted must not be altered or amended except at a special meeting of the stockholders or members, to be called by the Directors for that purpose, specifying in the order the proposed amendments, and a two third vote of all the subscribed capital stock, or of the members, is necessary to adopt the same. [New section.] SEC. 3(5. All corporations may, by their by-laws, where no other provision is specially made, determine1. The time, place and manner of calling and conducting their meetings. |