pow

to be filed by the

county traversed

be made in

therewith.

except such as are given by the stockholders in their resolutions and by-laws. The secretary of the company shall file a copy of the by- A copy of which laws, and all amendments thereto, with the county recorder of each secretary in each county traversed by the road, for public inspection, from which filing, by the road all contracts made by directors, or any officers or agents of the com- Contracts to pany, in behalf of the company, must be entered into under the accordance ers and by the authority conferred in such by-laws, otherwise all such contracts shall be null and void as against the company, but valid and binding as against each and all the directors, officers or agents, who or binding made such contract or did not dissent therefrom. A majority of votes making the at any legal meeting shall be required for the valid enactment of by- Majority of votes laws, of resolutions, and in all proceedings of the company: the enactment of passage Provided, that said board of directors shall not be empowered in any Mortgages of manner, to mortgage, or otherwise to hypothecate the property of the hypothecation company, until twenty-five per cent. of the capital stock has been of stock not to paid in and vested in the construction of said road, nor then, unless by a vote of by a vote of two-thirds in interest of the stockholders.

against directors

same.

necesary for by-laws, etc.

or

be made unless

two-thirds of the stockholders.

responsible for

of the liabilities

SEC. 20. Each stockholder shall be individually and personally lia- Each stockholder ble for his proportion of the debts and liabilities of the company, con- his proportion tracted or incurred during the time that he was a stockholder; for of the company. the recovery of which, joint or several actions may be instituted and prosecuted. The liability of each may be proportioned to the amount of stock owned respectively.

responsible for

stock held by

SEC. 21. No person holding stock as executor, administrator, Agents not guardian or trustee, or holding it as collateral security, or in pledge, liabilities of shall be personally subject to any liability as a stockholder of the them. company, but the person pledging the stock shall be considered as holding the same, and shall be liable as a stockholder accordingly; and the estate 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.

company.

SEC. 22. It shall be the duty of every company incorporated under Record of the this act, to cause a book to be kept containing the names of all per- Contents. sons, alphabetically arranged, who are or shall become stockholders of the corporation, and showing the number of 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 To be open for of the day, on every day except Sunday and the Fourth of July, shall of stockholders be open for the inspection of the stockholders and creditors of the

the inspection

and creditors.

made therefrom.

Record or

company, at the office or principal place of business of the company; Extracts may be and any stockholder or creditor shall have the 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 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.

certified copy thereof made evidence.

Duties of clerk, and penalty for

SEC. 23. If the clerk, or other officer having charge of such book, violation thereof. shall make any false entry, or neglect to make any proper entry therein, 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 certified copy of any entry therein, as provided in the preceding section, 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 corpora tion is located.

Corporation

liable for neglect to keep record open for

inspection.

Companies organized under

this act, may increase or

diminish its

capital stock. Excess of

liabilities to be liquidated.

Proceedings to increase or

stock,

SEC. 24. 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 purpose 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. 25. Whenever it is desired to increase or diminish the capital diminish capital stock, a meeting of the stockholders may be called by a notice, signed by at least a majority of the directors, 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 capital stock.

Vote of two

thirds necessary.

Certificate setting

forth certain

SEC. 26. If, at any meeting so called, a sufficient number of votes proceedings and has been given in favor of increasing or diminishing the amount of connected with the capital, a certificate of the proceedings, showing a compliance with

information

accordance with

of this act.

these provisions, the amount of capital actually paid in, the whole the change of capital stock, amount of the debts and liabilities of the company, and the amount to be filed in to which the capital stock is to be increased or diminished, shall be eleventh section made out, signed and verified by the affidavit of the chairman and secretary of the meeting, certified by a majority of the directors, and filed as required by the eleventh 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.

upon the

companies form

SEC. 27. Upon the dissolution of any company formed under this Proceedings act, the directors at the time of the dissolution shall be trustees dissolution of of the creditors and stockholders of the corporation dissolved, and ed under this act. 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 divide among the stockholders the money and other property that shall remain after the payment of the debts and necessary

expenses.

publication of

presented to

and action

SEC. 28. Any company formed under this act, may dissolve and Petition setting forth proceedings disincorporate itself by presenting to the county judge of the of company, after county in which the meetings of the company are usually held, a pe- notice, to be tition to that effect, accompanied by a certificate of its proper officers, county judge, and setting forth that, at a general or special meeting of the stock- thereon. holders, called for that purpose, it was decided by a vote of twothirds of all the stockholders to disincorporate and dissolve the corporation; notice of the application shall be given them 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 some newspaper in the county, or 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 it 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.

detained for non

SEC. 29. Each toll-gatherer may detain and prevent from passing Persons may be through his gate, the persons leading or driving animals or carriages payment of toll. subject to toll, until they shall have paid respectively the tolls author

ized by law.

SEC. 30. It shall be the duty of the president and directors to affix Rates of toll to be posted and keep up, at or over each gate, or some conspicuous place, so as conspicuously.

Penalty for detaining

travellers, and

to be conveniently read, a printed list of the rates of toll demanded at such gate.

SEC. 31. Every toll-gatherer who, at any gate, shall unreasonably hinder or delay any traveller or passenger liable to the payment of the collection of toll, or shall demand and receive from any person more than by law he is authorized to collect, shall, for each offence, forfeit the sum of ten dollars to the person aggrieved.

unlawful toll.

Penalty for injury to property of corporations

formed under this act.

Penalty for avoiding

payment of toll.

San Francisco county exempted from this act.

Chapter four of corporation act of 1850, and conflicting acts repealed.

SEC. 32. Every person who shall-First. Wilfully break, cut down, deface, or injure any mile-stone or post on any turnpike road, or plank road; or, Second. Wilfully break, or throw down any gate on such road; or, Third. Dig up or spoil any part of such road or anything thereunto belonging; or, Fourth. Forcibly or fraudulently pass any gate thereon without having paid the legal toll, for each offence, shall forfeit to the corporation injured the sum of twenty-five dollars, in addition to the damages resulting from his wrongful act.

SEC. 33. Every person who, to avoid the payment of the legal toll, shall, with his team, carriage or horse, turn out of a turnpike road, or plank road, or pass any gate thereon on ground adjacent thereto, and again enter upon such road, shall, for such offence, forfeit the sum of five dollars to the corporation injured.

SEC. 34. That portion of the county of San Francisco, lying within the corporate limits of the city of San Francisco, shall be exempt from the provisions of this act.

SEC. 35. Chapter four of an act entitled An act concerning corporations, passed April twenty-second, one thousand eight hundred and fifty, and all other laws and acts inconsistent herewith are hereby repealed. (1)

Companies may be formed.

CHAPTER VI.

TELEGRAPH COMPANY.

SECTION 146. (2) Any number of persons may associate for the purpose of constructing a line or lines of wires of telegraph through this state, or from and to any point within this state, upon such terms and conditions, and subject to the liabilities prescribed in this chapter.

(1) This entire chapter is inserted from the Statutes of eighteen hundred and fifty-three, page one hundred and sixty-nine. The original chapter having been repealed, and this enacted as a substitute, it was determined to remove the repealed chapter which was already printed, and insert this in its place. (2) Sections 122 to 145 inclusive, are repealed.

[PUBLISHER]

Parties desirous to form a

make and sign a

SEC. 147, Such persons, under their hands and seals, shall make a certificate which shall specify: 1. The name assumed to distinguish company to such association, and to be used in its dealings, and by which it may certificate. sue and be sued. 2. The general route of the line or lines of telegraph, designating the points to be connected. 3. The capital stock of such association, and the number of shares into which the stock shall be divided. 4. The names and places of residence of the shareholders, and the number of shares held by each of them respectively. 5. The period at which such association shall commence and termi nate; which certificate shall be proved or acknowledged, and re corded in the office of the Clerk of the county where any office of such association shall be established, and a copy thereof filed in the office of the Secretary of State. Such acknowledgment may be taken by any officer authorized to take the acknowledgment of deeds of real estate, at the place where such acknowledgment is taken.

filing certificate

to become a

body corporate.

SEC. 148. Upon complying with the provisions of the last preced- On making and ing section, such association shall be and is hereby declared to be a body corporate by the name as aforesaid, to be designated in said certificate; and a copy of said certificate, duly certified by the Clerk of the county where the same is filed and recorded, or by the Secretary of State, may be used in all courts and places for and against such association.

purchase real

officers, and

SEC. 149. Such association shall have power to purchase, receive, Company may and hold, and convey such real estate, and such only, as may be ne- estate, appoint cessary for the convenient transaction of the business, and for effec- make by-laws. tually carrying on the operations of such association; and may appoint such directors, officers, and agents, and make such prudential rules, regulations, and by-laws, as may be necessary in the transaction of their business, not inconsistent with the laws of this state, or of the United States.

roads, etc.

SEC. 150. Such association is authorized to construct lines of tele- May construct lines of telegraph graph along and upon any of the public roads and highways, or along public across any of the waters within the limits of this state, by the erection of the necessary fixtures, including posts, piers, or abutments, for sustaining the cords or wires of such lines: Provided, the same Proviso. shall not be so constructed as to incommode the public use of said roads and highways, or injuriously interrupt the navigation of said waters; nor shall this chapter be so construed as to authorize the construction of any bridge across any of the waters of this state.

SEC. 151. If any person over whose lands said lines shall pass Commissioners upon which posts, piers, or abutments shall be placed, shall consider to estimate dam

may be appointed