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Provisions of this act to apply to Car Road Companies.

Former acts repealed.

Corporations formed under

SEC. 45. All corporations that may be formed or organized under

this act subject this act, shall be subject to the provisions of Chapter One of an act

to Corporation act of 1850.

entitled "An Act concerning Corporations," passed April twentysecond, one thousand eight hundred and fifty, so far as such provisions are not inconsistent with this act.

Provisions of former act applied.

ready incorporated shall not have more than two years
sage of this act, to begin the construction of its road.

Amount of stock.

after the pas

SEC. 44. The provisions of this act shall extend and be applied to companies incorporated for the purpose of constructing roads on which to run prairie cars, so far as the same can be made applicable. The stockholders in car road companies shall not be less than eight, and the directors not less than three in number.

Commissioners

and their appointment.

SEC. 46. An Act entitled "An Act to provide for the Incorporation of Railroad Companies," passed April twenty-eighth, one thousand eight hundred and fifty-one, also an act entitled "An Act supplemental to an Act entitled An Act to provide for the Incorporation of Railroad Companies," passed twenty-eighth February, one thousand eight hundred and fifty-one, approved March twenty-second, one thousand eight hundred and fifty-two, are hereby repealed.

CHAPTER LXXVI.

AN ACT to provide for the Incorporation of Wagon-road Companies. [Passed April 22, 1853.]

The People of the State of California, represented in Senate and
Assembly, do enact as follows:

SEC. 2. The amount of stock necessary to be subscribed prior to the incorporation of such company, shall be at least three hundred dollars per mile; the duration of such company shall not exceed ten Application to be years; the application for authority to construct such road shall be

Duration of
Company.

made to Board made to the Board of Supervisors, or when there is no such Board,

of Supervisors or Court of Sessions. Notices of application.

SECTION 1. The provisions of Chapter four, of " An Act concerning Corporations," passed April twenty-second, one thousand eight hundred and fifty, wherein the same does not conflict with the provisions of the following sections of this act, shall apply to the incorporation of companies formed for the purpose of constructing common wagonroads.

by the Court of Sessions of each county in or through which said road shall run, and the notice of such application shall be for four successive weeks previous to presenting the same. Two of the Commissioners appointed to lay out such road shall be appointed by the Board of Supervisors, or Court of Sessions, as the case may be, and

the other by the company. The Directors of such company shall not Directors. be less than three nor more than nine. The rates of toll shall be Rates of toll. prescribed from year to year by the Board of Supervisors or Court of Sessions, as the case may be. Such company shall not be com- Books of Company may be pelled to keep an office, but may deposit their books with the County deposited with County Clerk. Clerk of one of the counties in or through which said road may run, open for inspection, as if in their own office. Such company shall Roads to be complete their road within two years from the date of the filing of two years. their Articles of Association.

completed within

appropriated

SEC. 3. When any existing road or highway, or any portion Roads, etc., thereof, shall be taken by such company as a portion of their own under this act. road, it shall not be lawful for said company to erect any gates on such portion, or to demand or charge any tolls for the passing or repassing of property or persons over the same.

of roads and

thereof.

SEC. 4. The entire revenue derived from such road shall be appro- Revenue priated at first to the re-payment to said company of the cost of said appropriation road, with twenty per cent. per annum interest thereon, together with the incidental expenses incurred in collecting toll and keeping said road in repair. When such re-payment has been made to said company, the toll shall be so reduced as to merely yield an income Reduction of toll. sufficient to keep said road in good repairs and pay incidental ex

penses.

CHAPTER LXXVII.

AN ACT to provide for the formation of Corporations for certain purposes.-[Passed April 14, 1853.]

The People of the State of California, represented in Senate and
Assembly, do enact as follows:

under the act.

SECTION 1. Corporations for manufacturing, mining, mechanical, Corporations or chemical purposes, or for the purpose of engaging in any species of trade or commerce, foreign or domestic, may be formed according to the provisions of this act; such corporations, and the members thereof, being subject to all the conditions and liabilities herein imposed, and to none others.

persons may

SEC. 2. Any three or more persons, who may desire to form a com- Three or more pany for any one or more of the purposes specified in the preceding form a company. section, may make, sign, and acknowledge, before some officer competent to take the acknowledgment of deeds, and file in the office of Proceedings.

Certificate of incorporation and contents.

Copies of certificates to be evidence.

Corporate powers under the act.

the County Clerk of the county in which the principal place of business of the company is intended to be located, and a duplicate thereof in the office of the Secretary of State, a certificate in writing, in which shall be stated the corporate name of the company, the objects for which the company shall be formed, the amount of its capital stock, the time of its existence, not to exceed fifty years, the number of shares of which the stock shall consist, the number of Trus tees and their names who shall manage the concerns of the company for the first three months and the names of the city or town and county in which the principal place of business of the company is to be located.

Board of
Trustees.
Duties and
powers.

How exercised.

SEC. 3. A copy of any certificate of incorporation, filed in pursuance of this act, and certified by the County Clerk of the county in which it is filed, or his deputy, or by the Secretary of State, shall be received in all courts and places as presumptive evidence of the facts therein stated.

SEC. 4. When the certificate shall have been filed, the persons who shall have signed and acknowledged the same, and their successors, shall be a body politic and corporate, in fact and in name, by the name stated in the certificate, and by their corporate name have succession for the period limited, and power: First, to sue and be sued in any court; Second, to make and use a common seal, and alter the same at pleasure; Third, to purchase, hold, sell, and convey such real and personal estate as the purposes of the corporation shall require; Fourth, to appoint such officers, agents, and servants, as the business of the corporation shall require, to define their powers, prescribe their duties, and fix their compensation; Fifth, to require of them such security as may be thought proper for the fulfilment of their duties, and to remove them at will, except that no Trustee shall be removed from office unless by a vote of two-thirds of the whole number of Trustees, or by a vote of a majority of the Trustees, upon a written request signed by stockholders of two-thirds of the whole stock; Sixth, to make by-laws not inconsistent with the laws of this state for the organization of the company, the management of its property, the regulation of its affairs, the transfer of its stock, and for carrying on all kinds of business within the objects and purposes of the company.

SEC. 5. The corporate powers of the corporation shall be exercised by a Board of not less than three Trustees, who shall be stockholders in the company, and a majority of them citizens of the United

States and residents of this state, and who shall, after the expiration To be annually of the term of the Trustees first selected, be annually elected by the

elected.

1

stockholders at such time and place, and upon such notice and in
such mode as shall be directed by the by-laws of the company; but
all elections shall be by ballot, and each stockholder, either in person
or by proxy, shall be entitled to as many votes as he owns shares of
stock; and the persons receiving the greatest number of votes shall
be Trustees. When any vacancy shall happen among the Trustees Vacancies.
by death, resignation, or otherwise, it shall be filled for the remainder

of the year in such manner as may be provided by the by-laws of

the company.

SEC. 6. If it should happen, at any time, that an election of Trus- Elections. tees shall not be made on the day designated by the by-laws of the company, the corporation shall not for that reason be dissolved, but it shall be lawful on any other day to hold an election for Trustees, in such manner as shall be provided for by the by-laws of the company; and all acts of the Trustees shall be valid and binding upon the company until their successors shall be elected.

Trustees to form a quorum.

SEC. 7. A majority of the whole number of Trustees shall form a Majority of 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. 8. The first meeting of the Trustees shall be called by a no- Meetings. tice, signed by one or more of the persons named Trustees in the certificate, setting forth the time and place of the meeting, which notice shall either be delivered personally to each Trustee, or published at least ten days in some newspaper of the county in which is the Notices of principal place of business of the corporation, or if no newspaper be published in the county, then in some newspaper nearest thereto.

and mode of

SEC. 9. The stock of the company shall be deemed personal estate, Capital stock and shall be transferable in such manner as shall be prescribed by transfer. the by-laws of the company: but no transfer shall be valid, except between the parties thereto, until the same shall have been so entered on the books of the company, as to show the names of the parties by and to whom transferred, the number and designation of the shares, and the date of the transfer.

Trustees.

Payment of

SEC. 10. The Trustees shall have power to call in and demand from Powers of the stockholders the sums by them subscribed, at such times and in such payments or instalments as they may deem proper. Notice of subscriptions each assessment shall be given to the stockholders personally, or shall be published once a week for at least four weeks in some newspaper published at the place designated as the principal place of business of the corporation, or if none is published there, in some newspaper nearest to such place. If, after such notice has been given, any stock

Penalty for default

Mode of sale.

Agents shall represent stock held by them.

Hypothecated stock.

Duties of
Trustees.

Dividends.

Penalty for violation.

SEC. 13. It shall not be lawful for the Trustees to make any dividend except from the surplus profits arising from the business of the corporation; nor to divide, withdraw, or in any way pay to the stockCapital stock to holders, or any of them, any part of the capital stock of the compa

ny; nor to reduce the capital stock, unless in the manner prescribed in this act; and in case of any violation of the provisions of this section, the Trustees, 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 Board of Trustees, at the time, or were not present when the same did happen, shall, in their Liability of those individual and private capacities, be jointly and severally liable to

assenting.

the corporation, and the creditors thereof, in the event of its dissolution, to the full amount so divided, withdrawn, paid out, or reduced: Provided, that this section shall not be construed to prevent a division and distribution of the capital stock of the company, which shall remain after the payment of all its debts, upon the dissolution of the corporation or the expiration of its charter.

SEC. 14. The total amount of the debts of the corporation shall not at any time exceed the amount of the capital stock actually paid in; and in case of any excess, the Trustees, 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 Board of Trustees at the time, and except those who were not present when the same did happen, shall, in their individual and private ca

Of absent
Trustees.

Stock may be divided after payment of debts.

Liabilities not to exceed capital stock.

holder shall make default in the payment of the assessment upon the shares held by him, so many of such shares may be sold as will be necessary for the payment of the assessment on all the shares held by him. The sale of said shares shall be made as prescribed in the bylaws of the company: Provided, that no sale shall be made except at public auction to the highest bidder, after a notice of thirty days, published as above directed in this section; and that at such sale the person who will agree to pay the assessment so due, together with the expense of advertisement and the other expenses of sale for the smallest number of whole shares, shall be deemed the highest bidder. SEC. 11. Whenever any stock is held by any person as executor, administrator, guardian, or trustee, he shall represent such stock at all meetings of the company, and may vote accordingly as a stockholder.

Liabilities of

SEC. 12. Any stockholder may pledge his stock by a delivery of the certificates or other evidence of his interest, but may nevertheless represent the same at all meetings, and vote accordingly as a stockholder.

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