previously filed the certified copy of their certificate with the secretary of state, and declares such companies legally incorporated, and their former acts lawful. A subsequent amendment of the same section has the additional requirement that a certified copy of the certificate shall be filed in the office of the clerk of each of the several counties in which it is proposed to carry on business.4 Section three renders (copies of the certificate evidence. Section four defines the corporate powers. Section five provides for a board of trustees; the election of members thereof; the filling of vacancies therein; their duties and powers, and how such duties and powers shall be exercised. Section six provides for elections. Section seven that a majority of the board shall constitute a quorum. Section eight, meetings. Section nine, capital stock and mode of transfer. Section ten, payment of subscriptions; penalty for failure to pay, and the mode of sale for delinquency. Section eleven, representation of stock by agents. Section twelve defines the status of hypothecated stock. Section thirteen defines the duties of trustees respecting the declaration and payment of dividends; the preservation of the capital stock inviolate; prescribes a penalty for the violation thereof, and fixes the liability of trustees assenting to such violation. It also provides for a division of stock after payment of debts. Section fourteen prohibits the incurring of indebtedness beyond the capital stock, and renders those liable who violate the prohibition. Section fifteen forbids the issuing of bills of credit. Section sixteen, as to the individual liability of stockholders, is so amended as to render them proportionately liable, jointly or severally, for all the debts of the company incurred during the time such stock was held. Payments made by any one of such stockholders shall be taken into account and credited to his stock, and judgment cannot be obtained against any stockholder who has paid his proportion of the corporate debts. Section seventeen exempts from personal liability those who hold stock as agents, but declares the owners of hypothecated stock to be responsible. The remaining provisions of the act, from section nineteen to twenty-six, inclusive, treats of the duties of the recording clerk; the increase of capital stock; dissolution of corporations; the repeal of chapter five of the act of April 22, 1850, and the continuation of corporations formed under previous acts.6 1 Stat. 1850, p. 365. 2 Stat. 1853, p. 87. 3 Stat. 1858, p. 133. § 185. Same-Inspection of books-Penal provisions. A statute supplementary to the foregoing, provides in section one that the trustees of corporations for the purpose of ditching, mining, or conveying water for mining purposes, shall cause to be kept a book containing an alphabetical list of all the stockholders, showing the number of shares held by each, and when they purchased. Also a book or books containing the by-laws, orders and resolutions of the company and board of trustees, with the date of their adoption. Such books are to be open for inspection during the business hours of all days except Sunday and the fourth of July, at the principal office or place of business, and the creditors, stockholders, their agents or attorneys may make extracts therefrom, or on paying a reasonable fee demand a certified copy of their contents from the clerk or officer in charge. The books or a certified copy shall be presumptive evidence of the facts therein stated, in any action against the company or a stockholder. Section two declares a breach of duty by the officer in charge of the books in failing to carry out the requirements of preceding section a misdemeanor, with a penalty of $201, recoverable by the party injured. And for neglect to keep such book for inspection as aforesaid, the company shall forfeit to the people of the state a like sum. And further, in case of failure for one year to comply with the provisions of the statute, the company may, by suit brought for that purpose, on summons of not less than ten nor more than thirty days be disincorporated, so as to deprive the company of its privileges and leave it subject to the remedies against it provided by the act.1 1 Stat. 1857, p. 121. § 186. Assessment of stock, etc.-An act providing for assessments on the stock of companies organized in the state for mining operations without the state, but whose principal office is within the state, requires such assessment to be uniform; not to exceed at any one time five per cent. of the capital stock. Notice of such calls is to be personally served on the stockholders, or be published four weeks in a paper at the principal business place, and also in one nearest the place where mining operations are carried on. In case of default after such notice so many of such shares shall be sold as will suffice to pay the assessments levied. The sale shall be pursuant to the by-laws, provided that it be after thirty days' published notice as aforesaid, at auction to the highest bidder, or rather the one who for the smallest number of shares, will pay the calls and expenses of advertisement and sale.1 1 Stat. 1861, p. 41. § 187. Canal, etc., companies.-A statute authorizing the formation of canal companies, under the provisions of the act of April 14, 1853,1 and the several of its articles of incorporation and a certificate of the trustees that the preliminary requirements have been complied with, and from the time of such filing the removal shall be complete.1 But this act does not authorize the removal of the principal places of business out of the state.2 But it is elsewhere made lawful for mining corporations to have agencies without the state for the transfer of its stock, or the issuance thereof. The stock so transferred is required to have, in addition to the signatures of the president and secretary, the countersignature of the agent in charge of the transfer agency, and when the transfer is made the original certificate must be surrendered. The transfer agency may be regulated by bylaws made by the stockholders, and shall be under the control of the trustees.3 1 When publication is completed, and the directors have filed in the offices of the clerks of both counties, and in the office of secretary of state, certified copies of stockholders' consent, the notice of change, proof of publication, and certificate of removal, nothing more is required. [Civil code, § 585.] 2 Stat. 1863-64, p. 76. 3 Stat. 1863-64, p. 429; §§ 586, 587, Civil code. § 189. Assessment and sales for non-payment of stock of corporations generally.-Is provided for by statutes, which apply to all corporations. Section two of an act for that purpose, provides that no one assessment shall exceed five per cent. of the capital stock; that none shall be levied while previous assessments are unpaid in whole or in part, excepting when the powers of the corporation have been exhausted to enforce such collection, or the collection has been enjoined or otherwise legally restrained. Section three invalidates all levies not made with the concurrence of a majority of the board and entered on the corporate records. Section four requires the order of levy to specify the amount when, to whom, |