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tion or association, and every director, officer, agent, or member of any corporation or joint stock association who, with intent to defraud, destroys, alters, mutilates, or falsifies any of the books, papers, writings, or securities belonging to such corporation or association, or makes, or concurs in making, any false entries, or omits, or concurs in omitting to make any material entry in any book of accounts, or other record or document kept by such corporation or association, is punishable by imprisonment in the state prison not less than three nor more than ten years, or by imprisonment in a county jail not exceeding one year, and a fine not exceeding five hundred dollars, or by both such fine and imprisonment.

History: Enacted February 14, 1872; amended by Code Commission, Act March 16, 1901, Stats. and Amdts. 1900-1, p. 468; act held unconstitutional, see history, § 5, ante.

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1. Books included As to generally.— This section does not apply exclusively to books of account kept by a corporation but it is broad enough to cover any record or document which by law is ordered to be kept by a corporation for profit, and especially should this be true with reference to a record embodying statements relative to the financial condition of the corporation and involving contract rights of the corporation.-Ex parte McKenney, 10 Cal. App. 357, 359, 101 Pac. 927.

2. Same Minute book of directors of corporation is within those intended by this section.-Ex parte McKenney, 10 Cal. App. 357, 359, 101 Pac. 927.

3. Defrauding bank. Such indictment need not allege facts showing that the bank would have been defrauded by the false entry, this being purely a matter of evidence.-People v. Leonard, 103 Cal. 200, 202, 37 Pac. 222.

4. Where entries alleged in indictment

to have been made were such that by inspection of them it can not be determined that they would not have resulted in defrauding bank, indictment is not defective in failing to show that bank would be defrauded.-People v. Leonard, 103 Cal. 200, 202, 37 Pac. 222.

5.

Indictment or information-Particular entry. Indictment charging that defendant made false entry on books of banking corporation, of which he was agent, must specify particular entry relied on as false and fraudulent. Defendant might have made hundred entries, and under indictment not specifying the entry prosecution would be at liberty to produce any entry made by defendant which tended to show amount of money on hand at commencement of business on that day, and until proof was offered, defendant would be ignorant of particular entry relied on.-People V. Palmer, 53 Cal. 615, 616.

6.

Same-Setting out entry.-An indictment charging that defendant was an offcer, director, manager, and servant of bank, was in possession of certain register known as note-register, made the following false entries, giving the number, date, name, and amount of a note, is not defective in failing to show that entry is false, entries being set out in its very terms, and allegation being that they were false. People V. Leonard, 103 Cal. 200, 202, 37 Pac. 222.

§ 563a. FALSE ENTRY BY OFFICER, ETC., OF BANK. Any officer, director, trustee, employee or agent of any bank organized under the laws of this state, who makes a false or untrue entry in any book or any report, tag or statement, of the business, affairs or condition, in whole or in part, of such corporation, with intent to deceive any officer, director or trustee thereof, or any agent or examiner, private or official, employed or lawfully appointed to examine into its condition or into any of its affairs, or any public officer, office or board to which such bank is required by law to report, or which has authority by law to examine into its affairs or into any of its affairs, or who, with like intent, wilfully omits to make a new entry of any matter particularly pertaining to the business, property, affairs, assets or accounts of such bank

in any book, report, statement, or tag of such bank made, written or kept, or required to be made, written or kept by him or under his direction, is guilty of a felony.

History: Enactment approved May 17, 1917, Stats. and Amdts. 1917,

p. 580. In effect July 27, 1917.

§ 563b. CIRCULATING FALSE RUMORS REGARDING BANK. Any person who wilfully and knowingly makes, circulates or transmits to another or others any statement or rumor, written, printed or by word of mouth, which is untrue in facts and is directly or by inference derogatory to the financial condition or affects the solvency or financial standing of any bank, doing business in this state, or who knowingly counsels, aids, procures or induces another to start, transmit or circulate any such statement or rumor, is guilty of a misdemeanor punishable by a fine of not more than one thousand dollars or by imprisonment for not more than one year, or both.

History: Enacted April 11, 1917, Stats. and Amdts. 1917, p. 92.

In effect July 27, 1917.

§ 564. OFFICERS OF CORPORATION PUBLISHING FALSE REPORTS, STATEMENTS, ETC., OF ITS CONDITION. Every director, officer, or agent of any corporation or joint-stock association, who knowingly concurs in making, publishing, or posting either generally or privately to the stockholders or other persons, any written report, exhibit, or statement of its affairs or pecuniary condition, or book or notice containing any material statement which is false, or any untrue or wilfully or fraudulently exaggerated report, prospectus, account, statement of operations, values, business, profits, expenditures, or prospects, or any other paper or document intended to produce or give, or having a tendency to produce or give, the shares of stock in such corporation a greater value or a less apparent or market value than they really possess, or refuses to make any book or post any notice required by law, in the manner required by law, is guilty of a felony.

History: Enacted February 14, 1872; amended January 27, 1876,
Code Amdts. 1875-6, p. 113; amended by Code Commission, Act
March 16, 1901, Stats. and Amdts. 1900-1, p. 168; act held unconstitu
tional, see history, § 5, ante; amendment re-enacted March 21, 1905,
Stats. and Amdts. 1905, p. 683.

FALSE REPORTS BY CORPORATION
OFFICER.

1. Construction of section-As to the mak-
ing and publishing being distinct acts.

2. Defenses-In general.

3. Indictment or information-Duplicity. 4. Evidence-As to proof required.

5, 6. Same-Circular letters and statements, admissible.

7. Same-Objections sustained-Harmless

error.

8-10. Same-Sufficiency of evidence to support verdict.

1. Construction of section--As the making and the publishing of statement are distinet acts, and an officer might concur in one and take no part in other; hence an indictment charging that defendants did

execute certain sworn statement, and that they published statement in paper, was defective, in charging two offenses.-People v. Cooper, 53 Cal. 647, 648.

2. Defenses-In general.-It can not be claimed that the misleading portion of the report constituted only an expression of opinion as to value and not a statement of a definite fact.-People v. Youtz, 26 Cal. App. 440, 147 Pac. 222.

3. Indictment or information-Duplicity. -An information under this section charging the defendant with making and concurring in the making of statements which were untrue does not charge two offenses. -People v. Youtz, 26 Cal. App. 440, 147 Pac. 222.

4. Evidence-As to proof required.-In prosecution of president of bank for exhibiting to bank-examiner false and forged

books, it is incumbent upon prosecution to show that defendant knew that these books contained false and fraudulent entries, and that defendant presented or exposed them to examiner with intent to deceive him.People v. Helmer, 85 Hun (N. Y.) 530, 33 N. Y. Supp. 524, 525.

5. Same-Circular letters and statements, admissibility of.-In a prosecution under this section evidence is admissible of circular letters containing false statements as to the corporation affairs furnished by the defendant to persons selling stock and mailed to the stockholders. People Youtz, 26 Cal. App. 440, 147 Pac. 222.

V.

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abuse of discretion.-People v. Youtz, 26 Cal. App. 440, 147 Pac. 222.

8. Same-Sufficiency of evidence to support verdict.-In this prosecution of a director and officer of a corporation for publishing and concurring in the publication of a false financial statement as to the affairs of a corporation by overstating the valuation of the stock, the conclusion of the jury as to the exaggerated and untrue nature of the report is sustained by the evidence. People v. Youtz, 26 Cal. App. 440, 147 Pac. 222.

9. The statement as to the valuation of the stock in such a publication is not an expression of opinion, but the statement of a definite fact.-People v. Youtz, 26 Cal. App. 440, 147 Pac. 222.

10. In prosecution for exhibiting false report to bank-examiner, fact that books were upon tables of bank, accessible to examiner, and that defendant was in and about bank and knew purpose of examiner, is sufficient, although it is not shown that defendant personally called attention of examiner to books or handed them to him. -People v. Helmer, 85 Hun (N. Y.) 530, 9 N. Y. Cr. Rep. 513, 33 N. Y. Supp. 524, 525.

§ 565. OFFICER OF CORPORATION TO PERMIT AN INSPECTION OF ITS BOOKS. Every officer or agent of any corporation, having or keeping an office within this state, who has in his custody or control any book, paper, or document of such corporation, and who refuses to give to a stockholder or member of such corporation, lawfully demanding, during office hours, to inspect or take a copy of the same, or of any part thereof, a reasonable opportunity so to do, is guilty of a misdemeanor.

History: Enacted February 14, 1872.

§ 566. OFFICER OF RAILROAD COMPANY CONTRACTING DEBT IN ITS BEHALF EXCEEDING ITS AVAILABLE MEANS. Every officer, agent, or stockholder of any railroad company, who knowingly assents to or has any agency in contracting any debt by or on behalf of such company, unauthorized by a special law for the purpose, the amount of which debt, with other debts. of the company, exceeds its available means for the payment of its debts, in its possession, under its control, and belonging to it at the time such debt is contracted, including its bona fide and available stock subscriptions, and exclusive of its real estate, is guilty of a misdemeanor.

History: Enacted February 14, 1872.

§ 567. DEBT CONTRACTED IN VIOLATION OF LAST SECTION NOT INVALID. The last section does not affect the validity of a debt created in violation of its provisions, as against the company.

History: Enacted February 14, 1872.

§ 568. DIRECTOR OF A CORPORATION PRESUMED TO HAVE KNOWLEDGE OF ITS AFFAIRS. Every director of a corporation or joint stock association is deemed to possess such a knowledge of the affairs of his

corporation as to enable him to determine whether any act, proceeding, or omission of its directors is a violation of this chapter.

History: Enacted February 14, 1872.

§ 569. DIRECTOR PRESENT AT MEETING, WHEN PRESUMED TO HAVE ASSENTED TO PROCEEDINGS. Every director of a corporation or joint stock association who is present at a meeting of the directors at which any act, proceeding, or omission of such directors, in violation of this chapter occurs, is deemed to have concurred therein, unless he at the time causes or in writing requires his dissent therefrom to be entered in the minutes of the directors. History: Enacted February 14, 1872.

See Kerr's Cyc. Civ. Code, 2d ed., §§ 309, 377 and notes.

§ 570. DIRECTOR ABSENT FROM MEETING, WHEN PRESUMED TO HAVE ASSENTED TO PROCEEDINGS. Every director of a corporation or joint stock association, although not present at a meeting of the directors at which any act, proceeding, or omission of such directors, in violation of this chapter occurs, is deemed to have concurred therein, if the facts constituting such violation appear on the records or minutes of the proceeding of the board of directors, and he remains a director of the same company for six months thereafter, and does not within that time, cause, or in writing require, his dissent from such illegality to be entered in the minutes of the directors. History: Enacted February 14, 1872.

§ 571. FOREIGN CORPORATIONS. It is no defense to a prosecution for a violation of the provisions of this chapter, that the corporation was one created by the laws of another state, government, or country, if it was one carrying on business or keeping an office therefor within this state.

History: Enacted February 14, 1872.

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§ 572. "DIRECTOR" DEFINED. The term "director,' as used in this chapter, embraces any of the persons having by law the director or management of the affairs of a corporation, by whatever name such persons are described in its charter or known by law.

History: Enacted February 14, 1872.

§ 573. CEMETERY - CORPORATION FUNDS, OFFICERS MAY NOT BORROW. No director or officer of any cemetery-corporation or association shall, directly or indirectly, for himself or as the partner or agent of others, borrow any of the funds of such corporation or association, nor shall he become an endorser or surety for loans to others, nor in any manner be an obligor for moneys borrowed of or loaned by such corporation or association, nor shall a corporation of which a director or an officer is a stockholder or in which either of them is in any manner interested borrow any of such funds. The office of any director or officer who acts or permits action in contravention of the provisions of this section immediately thereupon becomes vacant and every director or officer authorizing or consenting to such loan, and the person who receives such loan, shall severally be guilty of a misdemeanor.

History: Enacted March 13, 1911, Stats. and Amdts. 1911, p. 344.

CHAPTER XIV.

FRAUDULENT ISSUE OF DOCUMENTS OF TITLE TO MERCHANDISE.

$ 577. Issuing fictitious bills of lading, etc.
$578. Issuing fictitious warehouse receipts.
§ 579. Erroneous bills of lading or receipts
issued in good faith excepted.
$580. Duplicate receipts must be marked
"duplicate."

§ 581. Selling,

hypothecating, or pledging property received for transportation or storage.

§ 582. Bill of lading or receipt issued by
warehouseman must be canceled on
redelivery of the property.
pealed.]

[Re

$583. Property demanded by process of law.

§ 577. ISSUING FICTITIOUS BILLS OF LADING, ETC. Every person, being the master, owner, or agent of any vessel, or officer or agent of any railroad, express, or transportation company, or otherwise being or representing any carrier, who delivers any bill of lading, receipt, or other voucher, by which it appears that any merchandise of any description has been shipped on board any vessel, or delivered to any railroad, express, or transportation company or other carrier, unless the same has been so shipped or delivered, and is at the time actually under the control of such carrier, or the master, owner, or agent of such vessel, or of some officer or agent of such company, to be forwarded as expressed in such bill of lading, receipt, or voucher, is punishable by impris onment in the state prison not exceeding five years, or by a fine not exceeding one thousand dollars, or both.

History: Enacted February 14, 1872.

As to bill of lading, see Kerr's Cyc. Code. 2d ed., §§ 2131, 2131a.

§ 578. ISSUING FICTITIOUS WAREHOUSE RECEIPTS. Every person carrying on the business of a warehouseman, wharfinger, or other depositary of property, who issues any receipt, bill of lading, or other voucher for anymerchandise of any description, which has not been actually received upon the premises of such person, and is not under his actual control at the time of issuing such instrument, whether such instrument is issued to a person as being the owner of such merchandise or as security for any indebtedness, is punishable by imprisonment in the state prison not exceeding five years, or by a fine not exceeding one thousand dollars, or both.

History: Enacted February 14, 1872.

FICTITIOUS WAREHOUSE RECEIPTS. 1. Commissioners' note. 2. Intent.

. Negotiability.

1. Commissioners' note says: "Warehouseman is a person who receives goods and merchandise to be stored in his warehouse for hire.-Bouv. L. Dict., vol. 2, p. 650. Wharfinger, one who owns or keeps a wharf for the purpose of receiving and shipping merchandise to and from it for hire. Id., p. 660. Receipt, a written acknowledgment of . . . delivery of chattels. -See, also, Hooper v. Wells Fargo & Co., 27 Cal. 11. Other depositary includes common carriers, forwarders, inn-keepers, pawnbrokers, pledgees, etc.; it means one

who receives personal property to be kept for the benefit of the depositor or a third party. Civil Code, § 1814."

2. Intent. If warehouse-receipts are issued by defendant, he knowing that property therein represented was not in fact in store as therein designated and described, crime, as it relates to issuance of such receipts, was committed; intent necessary to be found relates alone to whether defendant intended to issue receipt knowing it to be false, and it is immaterial whether defendant intended fraud upon bank to whom they were issued or other person, and fact that there was an understanding between him and bank that property represented by such receipts should not be tied up thereby is immaterial, and evidence

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