Transfer of rights, &c.

Application of

act

of this act, unless said subaqueous cable be not less than two miles from the centre of shipping, in the port of San Francisco.

An Act to amend "An Act concerning corporations, passed April 22, 1850."

Approved April 4, 1861, 84.

[Secs. 1, 2, 3, 4, and 5 contain the amendments to Secs. 146, 147, 148, 149, and 154 of the act of 1850, therein inserted.]

1004. SEC. 6. Any telegraph company may, at any time, with the consent of the persons holding two-thirds of the issued stock of said company, sell, lease, assign, transfer, and convey, any rights, privileges, franchises, and property, of said company, except its corporate franchise.

1005. SEC. 7. This act shall take effect immediately, and its provisions shall apply as well to telegraph companies already formed as to those hereafter to be formed.

XI.

Bridge com

panies may be formed.

Articles of association-when to be filed.

Certified copies of articles of association evidence.

Board of directors.

Election of directors.

An Act concerning corporations.

BRIDGE COMPANIES.

Passed April 22, 1857, 847.

CHAPTER VII.

BRIDGE COMPANIES.

1006. SECTION 156. Any number of persons, not less than five, may be formed into a corporation for the purpose of constructing and owning a bridge across any stream of water, as hereafter provided, upon complying with the following requirements:

First. They shall severally subscribe articles of association, in which shall be set forth the name of the corporation, the number of years the same is to continue (which shall not exceed fifty years), the amount of the capital stock of the corporation (which shall be divided into shares of one hundred dollars each), the number of directors and their names who shall manage the concerns of the corporation for the first year, and until others are elected, the location of such bridge, and the plan thereof.

Second. Each subscriber to such articles of association shall subscribe thereto his name and place of residence, and the number of shares of stock taken by him in such corporation.

Third. Whenever one fourth part of the amount of the capital stock specified in the articles of association shall have been subscribed, and, on complying with the provisions of the next section, such articles may be filed in the office of the clerk of the county, or counties, in which the bridge is built; and thereupon the persons who have subscribed the articles of association, as aforesaid, and such other persons as shall become stockholders in such company, and their successors, shall be a body corporate by the name specified in such articles of association.

1007. SEC. 157. Such articles of association shall not be filed as aforesaid until ten per cent. on one-fourth the amount of the stock of such company, fixed as aforesaid, shall have been actually paid in, in good faith, to the directors named in such articles of association, in cash, nor until there shall be indorsed thereon, or annexed thereto, an affidavit made by at least three of the directors named in such articles of association, that the amount of stock required by the 156th section of this chapter to be subscribed, has been subscribed, and that ten per cent. on the amount has been actually paid in as aforesaid.

1008. SEC. 158. A copy of such articles of association, filed in pursuance of this chapter, with a copy of such affidavit indorsed thereon, or annexed thereto, and certified to be a copy by the proper officer, shall in all courts and places be presumptive evidence of the facts therein contained.

1009. SEO. 159. The business and property of every such corporation shall be managed and conducted by a board of directors, consisting of not less than five nor more than nine, who shall be chosen, except those for the first year, at such place within a county in which the bridge of such corporation, or some part thereof, shall be located, as shall be prescribed by the laws thereof. The directors shall give notice of every such election previous to the holding thereof, by publishing the same once in each week for four successive weeks, in a public newspaper, published in each county in which such bridge, or any part thereof, shall be located; and if, in any such county,

no paper shall be published, such notice shall be published in some county adjoining such last-mentioned county. All elections of directors shall be by ballot, and by a majority of all votes given thereat; and every stockholder, being a citizen of the United States, and attending in person or by proxy, shall be entitled to one vote for each share of stock which he shall have owned absolutely, or as executor, administrator or guardian, for thirty days previous to such election. No person shall be a director unless he shall be a stockholder, owning at least four shares of stock absolutely in his own right, or as executor, administrator or guardian, and entitled to vote at the election at which he shall be chosen, nor unless he shall be a citizen of this State; and a majority of the directors shall, at the time of their election, be residents of the county or counties in which such bridge shall be located. Whenever any vacancy shall happen in the board of directors, it shall be supplied until the next election by the remaining directors. The directors of every such company shall be elected in the same month, in each and every year, and such election after the first shall be held on the first Tuesday of such month, and the directors chosen at any election shall hold their offices to, and including Tuesday next after that appointed by law for holding the election, next succeeding that at which they were chosen. If an election of directors Election after shall not be held on the day prescribed by this chapter for holding the same, the time hereby directors in office on that day shall hold their offices until their successors shall be elected; but after the expiration of their regular term of office, as prescribed by this section, they shall be incapable of doing any act as such directors, except such as may be necessary to give effect to an election of directors.

prescribed.

struct bridge

1010. SEC. 160. When any bridge corporation shall be desirous of constructing a Application for bridge, or any part thereof, in any county, it shall apply to the court of sessions of such leave to concounty, at any regular term thereof, for authority to construct such bridge, of which application such corporation shall give notice by publishing the same in at least two public newspapers, from time to time; a copy of the articles of association of such corporation, certified to by the surveyor general of this State, or by the clerk of the court where such articles are filed, shall be attached to and filed with the application. No such corporation shall be authorized to bridge any stream in any manner that will prevent, endanger, or obstruct the passage of any vessel or steamboat, where the same is navigable by vessels or steamboats.(") [Amendment, passed April 22, 1851, 426. 1011. SEC. 161. If, after hearing such application, such court shall be of opinion that order to conthe public interest will be promoted by the construction of such bridge on the struct bridg proposed site, it may, if the court of sessions shall assent thereto, by an order to be entered in its minutes, authorize such company to construct such bridge as shall have been specified in the application which shall be particularly described in such order, such corporation shall cause a copy of such order, certified by the clerk of the court, with a copy of such application, to be recorded in the clerk's office of such county, before it shall proceed to do any act by virtue thereof; and such court shall cause such application, when it shall have finally acted on the same, to be filed at the expense Application to of the corporation, with all the other papers relating thereto, or to the proceedings of be filed. said court thereon, in the office of the clerk of the county in which it shall have been made. Any corporation formed under this chapter, may use, in such manner as such Public highways court shall prescribe, so much of any public highway, on either side of any stream, as may be used. may be necessary for the construction and maintenance of such bridge and toll-houses.

streams navi

1012. SEC. 162. In case any bridge shall be constructed under the provisions of this Bridges over chapter, over any stream navigable by rafts, it shall be the duty of the corporation gated by rafts. constructing such bridge, at all times to keep the channel of said stream both above and below said bridge, free and clear from all deposits in any way prejudicial to the navigation thereof, which may be formed or occasioned by the erection of such bridge. 1013. SEC. 163. Any corporation organized under the provisions of this chapter, To pay damages which shall construct any bridge over any stream navigable by rafts as herein before injured. provided, shall be liable to pay all persons who may be unnecessarily or unreasonably hindered or delayed in passing such bridge, all damages which they shall sustain thereby, to be recovered with cost of suit.

to persons

be built.

1014. SEC. 164. Every bridge constructed by virtue of this chapter, shall be built Bridges-how to with a good and substantial railing, or siding, at least four and a half feet high. Whenever such bridge shall be completed, and a certificate signed by the county judge of the county in which such bridge is situated, or if such bridge shall be located in more than one county, by the county judge of each of such counties, and such certificate

(*) The original section required publication in only one newspaper and prohibited the prevention or endangering of

"the passage of any raft of forty-five feet in width, or any ark, where the same stream is navigated by rafts or arks."

erected.

Toll-gate may be filed in the office of the clerk of such county, or of each of said counties, if such bridge shall be located in more than one county, that such bridge is constructed and completed in a manner safe and convenient for the public use, the directors may direct a toll-gate at such bridge, and demand and receive such sum as shall be from time to time prescribed by the court of the county or counties where the bridge is located.

When toll not payable.

Directors may call in subscrip

tions.

Shares personal

property. Transfer of shares and increase of capital.

Taxation,

In what events company to cease to be body corporate.

Annual report.

Bridges in course of construction by private subscription.

Visitation and examination.

Reports-when to be made.

1015. SEC. 165. No tolls shall be collected for crossing any bridge constructed by any corporation formed under this chapter, from any person going to or from public worship, or to or from a funeral; or to or from school; or to or from a town meeting or election at which he is entitled to vote, for the purpose of giving such vote, and returning therefrom; or to or from a military parade which he is by law required to attend; or to or from any court which he shall be required to attend as a juror or a witness; or to or from his legally required work upon any public highway.

1016. SEC. 166. The directors of any incorporation formed under this chapter, may require payment from the stockholders of the sum subscribed to the capital stock, at such times and in such proportions, and on such conditions as they shall see fit, under the penalty of the forfeiture of their stock, and all previous payments thereon; and they shall give notice of the payments thus required, and of the place and time when and where the same are to be made, at least thirty days previous to the time fixed for the payment of the same, for the time and in the manner hereinbefore prescribed for giving notice of the election of directors, and by sending such notice to such stockholders by mail, directed to him at his usual place of residence.

1017. SEC. 167. The shares of any corporation formed under this chapter, shall be deemed personal property, and may be transferred in such manner as shall be prescribed by the by-laws of such corporation, and the directors of every such corporation may at any time, with the consent of a majority in amount of the stockholders in such corporation, provide for such increase of the capital stock thereof, as may be necessary for the completion or reconstruction of such bridge, and the certificate of the amount of any such increase, within thirty days thereafter, shall be filed in the offices of the surveyor general and the clerk or clerks of the county or counties in which such bridge is located, which certificate shall be authenticated by the signatures and oaths of a majority of said directors.

1018. SEC. 168. So much of any such bridge or toll-house constructed by virtue of this chapter, as shall be within any town, city, or village, shall be liable to taxation in such town, city, or village, as real estate.

1019. SEC. 169. Every company incorporated under this chapter, shall cease to be a body corporate: First. If within six months from their filing their articles of association, they shall not have commenced the construction of their bridge, and actually expended thereon at least ten per cent. of the capital stock of such company: Second. If within three years from the filing of such articles of association, such bridge shall not be completed according to the provisions of this chapter. Third. If, in case the bridge of such company shall be destroyed, it shall not be reconstructed within three years thereafter.

1020. SEC. 170. It shall be the duty of the president and secretary of every corporation formed under this chapter, to report annually to the surveyor general and the county clerk where the papers are filed, under oath, the cost of their bridge; the amount of all moneys expended; the amount of their capital stock, and how much paid in, and how much actually expended; the amount received during the year for tolls, and from all other sources, stating each separately; the amount of dividends made, and the amount of indebtedness of such company, specifying the object for which the indebtedness accrued; and such other particulars in respect to the business affairs of such corporation as the said surveyor general, or the legislature or either branch thereof, require to be so reported.

1021. SEC. 171. When any bridge may be in process of construction by private subscriptions, at the time of the passage of this chapter, the subscribers may organize into a corporation pursuant to the provisions of this chapter, with the same power and privileges as if such bridge had not been so commenced.

1022. SEC. 172. All companies formed under this chapter shall, at all times, be subject to visitation and examination by an officer or agent, in pursuance of law, or by the legislature, or by a committee appointed by either house thereof.

1023. SEC. 173. Every report required to be made by the 170th section of this chapter, shall be made in the month of January in each year, and shall show, in respect to the particulars required therein to be set forth, the affairs and business of the corporation, making the same, at the close of the year ending on the thirty-first day of Decem

report.

ber next preceding the time of making the same, and shall be published in the nearest newspaper four weeks; and every corporation formed under this chapter, which shall Penalty for neglect to make such report as is thereby required, shall forfeit to the people of this neglecting to State, for every such neglect, the sum of two hundred dollars; and for every week such corporation shall neglect to make such report, after the expiration of the time within which it is required, as aforesaid, to make the same, it shall forfeit, as aforesaid, the further sum of fifty dollars. The surveyor general shall report to the attorney general every such forfeiture, by whom the same shall be sued for and recovered, with the costs in the name of the people; and the certificate of the said surveyor general of any such neglect, shall be presumptive evidence thereof; and if any such river, water course, or lake, now so navigable, shall hereafter be rendered navigable up stream, by vessels or steamboats, power to require such bridge to be altered or removed, is reserved to the legislature.

[Sec. 174 was repealed by act passed March 17, 1851, 424.]

XII.

RELIGIOUS, SOCIAL, BENEVOLENT, AND LEARNED ASSOCIATIONS.
An Act concerning corporations.

Passed April 22, 1850, 847.

CHAPTER VIII.

RELIGIOUS AND OTHER ASSOCIATIONS AND SOCIETIES.

trustees.

1024. SEC. 175. It shall be lawful for all churches, congregations, religious, moral, Directors or beneficial, literary, or scientific, associations, or societies, by such rules, or methods, as their rules, regulations, or discipline, may direct, to appoint, or elect, any number, not 'ess than three nor more than fifteen, as trustees, or directors, to take charge of the estate and property belonging thereto, and to transact all affairs relative to the temporalities thereof. And the number first elected, or appointed, shall not thereafter be increased or diminished; and all vacancies that may thereafter take place, by death, resignation, or otherwise, of any of the trustees, may be filled by election, or appointment, in the same manner; provided, that no such election, or appointment, to fill a Proviso. vacancy, shall take effect until a certificate of such election, or appointment, as provided in the next section, shall have been filed with the county clerk, in which the original certificate of incorporation shall have been filed.(") [Amendment, approved April 8, 1862, 125.

1025. SEC. 176. Upon the appointment, or election, of such trustees, or directors, Certificate of a certificate of such appointment, or election, shall be executed by the person or election, & persons making the appointment, or the judges holding the election, stating the names of the trustees or directors. The name by which said corporation shall thereafter forever be called and known, shall be particularly mentioned and specified in the certificate made at the first election or appointment of trustees, or directors.() [Amendment, approved April 8, 1862, 125.

to be recorded.

1026. SEC. 177. Such certificate shall be acknowledged by the person making the Such certificate same, or proved by a subscribing witness thereto, before some officer authorized to take acknowledgment of deeds, and recorded, together with the certificate of such acknowledgment or proof, by the clerk of the county within which such church, congregation, religious, moral, beneficial, literary, or scientific society or association shall be situated.

trustees, &c.

1027. SEC. 178. Such corporation may have a common seal, and may alter the same Powers of at pleasure. A majority of the whole number of trustees, or directors, shall form a board for the transaction of business, and they may take into their possession and custody, all the temporalities of such corporation, or association, whether the same shall consist of real or personal estate, and whether given, granted, or devised, directly or indirectly, to such association or corporation, or to any person or persons, for their use; and, in the name of such corporation, may sue, and be sued, may recover, and hold, all the debts, demands, rights, and privileges, all the churches, burying places,

(*) The original section was substantially the same as the first sentence of the amendment, with the exception that the number of trustees or directors were not to be more than nine instead of fifteen.

May 13, 1854, 162, so as to read like the first sentence of the seotion as given in the text.

() The original section was similar to the amendment, with the exception that the last sentence read as follows: "The names The original section was previously amended, by act passed by which the said trustees shall thereafter for ever be called and

known, shall be particularly mentioned and specified."

Conditions on which corpогаtions may sell.

Certain corpora

Name.

halls, school-houses, hospitals, or other buildings, all the estate and appurtenances, belonging to such corporation or association. They may have, lease, improve the same, erect all houses and buildings that are necessary to carry out the object of the association, or corporation, and perform all duties imposed on them by the regulations, rules, or discipline, of such organization.() [Amendment, approved April 8, 1862, 125. 1028. SEO. 179. It shall be lawful for the district court within and for the county in which any such corporation shall have been constituted, on the application of such corporation, and on its satisfactorily appearing to such court by competent proof, by affidavit or otherwise, that due notice, by personal service, or by publication in some newspaper as the said court or judge thereof shall direct, has been given to all persons interested in the matter, and that it will be to the benefit, interest, and advantage, of such church, congregation, religious, moral, beneficial, literary, or scientific association, or society, to make an order for the sale or mortgage of any real estate belonging to such corporation, or for the confirmation of any contract under which a valid lien may attach to said property; and it shall be lawful for any member of such church, congregation, association, or society, to oppose, by affidavit or otherwise, the granting of such order; and it shall be lawful for said court, at the time of making such order, directing the execution of a mortgage, also to make a further order, allowing such corporation to make and deliver with such mortgage, a bond, or promissory note, under the corporate seal, and in the corporate name of such corporation, as evidence of the indebtedness, to secure which, such mortgage is directed to be made; and it shall be the duty of said court, when granting such order or orders, to direct therein the application of the moneys arising from such sale, or procured under such contract, or upon such security as it shall be made to appear to said court would be for the interest and advantage of such church, congregation, association, or society.(') [Amendment, approved March 7, 1859, 87.

1029. SEC. 180. Every corporation of the character aforesaid, heretofore incorpotions confirmed. rated in pursuance of law, and not since dissolved, shall be, and is hereby, established and confirmed, and shall be known by the name mentioned and specified in its certificate of association as the name by which the trustees shall be called; but the board of trustees, or directors, may at any time make a certificate, under the hands of the majority of them, particularly stating, and designating, the name by which said incorporation, or association, shall thereafter be called and known, which certificate shall be acknowledged by the persons executing the same, before some officer authorized to To be recorded. take the acknowledgment of deeds, and shall be recorded in the office of the clerk of the county where the original certificate was recorded, and also in the county in which said church or association meet for the transaction of business; and the name so designated shall thereafter be the name of the said corporation. And in case of the dissolution of any such corporation, or any corporation hereafter to be formed in pursuance of the provisions of this chapter, for any cause whatever, the same may be incorporated under the provisions of this chapter, at any time within six years after such dissolution, and thereupon all the estate, real and personal, formerly belonging to the same, and not lawfully disposed of, shall vest in said corporation, as if there had been no such dissolution.() [Amendment, approved April 8, 1862, 125.

Dissolution.

Powers of corporations.

Proviso.

1030. SEC. 181. Such corporation may accept, receive, purchase, and hold, real estate; and all the lands, tenements, and hereditaments, that have been, or may hereafter be, lawfully conveyed, by devise, gift, grant, purchase, or otherwise, to any person or persons, as trustee or trustees, for the use of said corporation or association, shall descend, with the improvements, upon the death of such person or persons, trustee or trustees, unless otherwise expressly provided in such devise, conveyance, or deed of trust, to said corporation; provided, that the amount of real estate held by any such corporation, or association, shall never exceed the amount named in the following section.(d) [Amendment, approved April 8, 1862, 125.

1031. SEC. 182. The real estate held by the trustees in trust for such organization,

(*) The original section was substantially the same, with the exception that it did not contain the provision cominencing "and shall be known by the name" and ending with "the name of said corporation."

(d) SEC. 181. All lands, tenements, and hereditaments, that have been or may hereafter be lawfully conveyed by devise, gift, grant, purchase, or otherwise, to any persons, as trustees in trust for the use of any such organization, shall descend, with the im provements, in perpetual succession to, and shall be held by such trustees, in trust for such organizations: Provided, the amount of real estate held by such society shall never exceed the amount named in the following section.