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pacities, be liable jointly and severally to the said corporation, and in those violating the event of its dissolution, to any of the creditors thereof, for the full amount of such excess.

SEC. 15. No corporation organized under this act, shall, by any Corporations under the act implication or construction, be deemed to possess the power of issuing not to issue bills bills, notes, or other evidences of debt for circulation as money.

of credit.

be individually the amount of

SEC. 16. Each stockholder shall be individually and personally Stockholders to liable for his proportion of all the debts and liabilities of the com- responsible to pany, contracted or incurred during the time that he was a stock- stock held by holder. For the recovery of which, joint or several actions may be instituted and prosecuted.

them.
How enforced.

stockholders not

hypothecated

SEC. 17. No person holding stock as executor, administrator, guar- Agents of dian, or trustee, or holding it as collateral security, or in pledge, shall responsible. be personally subject to any liability as a stockholder of the company; but the person pledging the stock shall be considered as holding the Owners of same, and shall be liable as a stockholder accordingly; and the estate stock responsible. and funds in the hands of the executor, administrator, guardian, or trustee, shall be liable in like manner and to the same extent as the testator or intestate, or the ward or person interested in the trust fund would have been, if he had been living and competent to act and hold the stock in his own name.

corporations

SEC. 18. It shall be the duty of the trustees of every company in- Records of corporated under this act, to cause a book to be kept containing the under the act. names of all persons, alphabetically arranged, who are or shall become stockholders of the corporation, and showing the number of Contents. shares of stock held by them respectively, and the time when they respectively became the owners of such shares; which book, during the usual business hours of the day, on every day except Sunday and the Fourth of July, shall be open for the inspection of stockholders To be open for and creditors of the company at the office or principal place of business of the company; and any stockholder or creditor shall have the Extracts may right to make extracts from such book, or to demand and receive from the clerk or other officer having charge of such book, a certified copy of any entry made therein; such book or certified copy of any Made evidence. entry shall be presumptive evidence of the facts therein stated, in any action or proceeding against the company, or against any one or more stockholders.

inspection.

be made.

violation.

SEC. 19. If the clerk or other officer having charge of such book Duty of Recording Clerk, shall make any false entry, or neglect to make any proper entry there- and penalty for in, or shall refuse or neglect to exhibit the same, or to allow the same to be inspected, or extracts to be taken therefrom, or to give a certi

fied

copy of any entry therein, as provided in the preceding section, violation of

preceding section.

How enforced.

Capital stock may be increased or diminished.

Conditions.

Mode of proceeding.

The same.

Dissolution of corporations under this act.

he shall be deemed guilty of a misdemeanor, and shall forfeit and pay to the party injured a penalty of one hundred dollars, and all damages resulting therefrom; and for neglecting to keep such book for inspection as aforesaid, the corporation shall forfeit to the people the sum of one hundred dollars for every day it shall so neglect—to be sued for and recovered in the name of the people by the District Attorney of the county in which the principal place of business of the corporation is located.

SEC. 20. Any company incorporated under this act, may, by complying with the provisions herein contained, increase or diminish its capital stock to any amount which may be deemed sufficient and proper for the purposes of the corporation; but before any corporation shall be entitled to diminish the amount of its capital stock, if the amount of its debts and liabilities shall exceed the sum to which the capital is proposed to be diminished, such amount shall be satisfied and reduced, so as not to exceed the diminished amount of capital.

SEC. 21. Whenever it is desired to increase or diminish the amount of capital stock, a meeting of the stockholders may be called by a notice signed by at least a majority of the trustees, and published for at least four weeks in some newspaper published in the county where the principal place of business of the company is located, which notice shall specify the object of the meeting, the time and place where it is to be held, and the amount to which it is proposed to increase or diminish the capital; and a vote of two thirds of all the shares of stock shall be necessary to an increase or diminution of the amount of the capital stock.

SEC. 22. If at any meeting so called, a sufficient number of votes has been given in favor of increasing or diminishing the amount of capital, a certificate of the proceedings, showing a compliance with these provisions, the amount of capital actually paid in, the whole amount of the debts and liabilities of the company, and the amount to which the capital stock is to be increased or diminished, shall be made out, signed, and verified by the affidavit of the chairman and secretary of the meeting, certified by a majority of the trustees, and filed, as required by the second section of this act; and when so filed, the capital stock of the corporation shall be increased or diminished to the amount specified in the certificate.

SEC. 23. Upon the dissolution of any corporation formed under this act, the trustees at the time of the dissolution shall be trustees of the creditors and stockholders of the corporation, dissolved, and shall have full power and authority to sue for and recover the debts and property of the corporation, by the name of trustees of such corporation, collect and pay the outstanding debts, settle all its affairs, and

proceeding.

divide among the stockholders the money and other property that shall remain after the payment of the debts and necessary expenses. SEC. 24. Any corporation formed under this act may dissolve and Mode of dis-incorporate itself by presenting to the County Judge of the county in which the meetings of the trustees are usually held, a petition to that effect, accompanied by a certificate of its proper officers, and setting forth, that, at a general or special meeting of the stockholders called for that purpose, it was decided by a vote of two-thirds of all the stockholders to dis-incorporate and dissolve the corporation; notice of the application shall then be given by the clerk, which notice shall set forth the nature of the application, and shall specify the time and place at which it is to be heard, and shall be published in Notice of some newspaper of the county once a week for four weeks, or if no be advertised. newspaper is published in the county, by advertisement posted up for thirty days in three of the most public places in the county. At the time and place appointed, or at any other to which may be postponed by the judge, he shall proceed to consider the application, and, if satisfied that the corporation has taken the necessary preliminary steps, and obtained the necessary vote to dissolve itself, and that all claims against the corporation are discharged, he shall enter an order declaring it dissolved.

dissolution to

of former act

SEC. 25. The fifth chapter of an act concerning corporations, passed Fifth chapter April twenty-second, one thousand eight hundred and fifty, is re- repealed. pealed; but this repeal shall not be construed to destroy the exist ence of any company already formed under the provisions of said chapter, nor to affect any right acquired or liability incurred under the same; but as to all such companies, the provisions of said chapter shall continue in full force, except in those instances in which any company heretofore incorporated may avail itself of the provisions of the next section of this act.

Construction of repeal.

formed under

may continue

SEC. 26. Any company incorporated under the said fifth chapter Corporations of an act concerning corporations, passed April twenty-second, one previous act thousand eight hundred and fifty, may continue its corporate exist- under this act. ence under this act by adopting a resolution to that effect by a vote of two-thirds of all the stockholders, and filing a certificate thereof, Proceedings. signed by its proper officers, in the office of the Secretary of State and of the County Clerk of the county in which is located the principal place of business of the corporation. From the time of filing the certificate, the corporation shall be subject only to the provisions of this act, but the change so made shall not affect any right acquired or liability incurred previously by the corporation. (1)

(1) See Stat. 1850, page 347.

Corporations under this act not subject to act of 1850.

Powers of corporations.

No corporation to be deemed to possess certain powers by implication.

SEC. 27. Corporations formed under this act, and the members thereof, shall not be subject to the conditions and liabilities contained in an act entitled "An Act concerning Corporations," passed April twenty-second, one thousand eight hundred and fifty.

Stockholders liable for debts of corporation.

CHAPTER LXXVIII.

AN ACT concerning Corporations. (1)—[Passed April 22, 1850.]
The People of the State of California, represented in Senate and
Assembly, do enact as follows:

CHAPTER I.

All to exercise the powers ex

SEC. 2. In addition to the powers enumerated in the preceding pressly conferred section, and to those expressly given in the chapter of this act under

on them.

GENERAL PROVISIONS.

SECTION 1. Every corporation, as such, has power: 1. To have succession by its corporate name, for the period limited, and when no period is limited, perpetually. 2. To sue and be sued in any court. 3. To make and use a common seal, and alter the same at pleasure. 4. 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. 5. To appoint such subordinate officers and agents as the business of the corporation shall require, and to allow them a suitable compensation. 6. To make by-laws, not inconsistent with any existing law, for the management of its property, the regu lation of its affairs, and for the transfer of its stock.

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.

power

of discount

SEC. 3. No corporation created, or to be created, shall, by any im plication or construction, be deemed to possess the ing 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

(1) See Stat. 1853, page 87.

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.

transact

SEC. 5. When the corporate powers of any corporation are direct- Majority may ed to be exercised by any particular body or number of persons, a business, etc. 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.

must organize

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

of their incorporation

made for certain

SEC. 7. All corporations may, by their by-laws, where no other By-laws may be provision is specially made, determine the manner of calling and con- purposes ducting 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 non-payment 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 offence.

corporations.

SEC. 8. The first meeting of every corporation, where no other First meeting of provision is specially made, shall be called by a notice, signed by one or more of the 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.

Peace may in

Justice of the
certain events
of a corporation.

direct a meeting

SEC. 10. When all the members of the corporation shall be present Proceedings at

of all

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