« PreviousContinue »
ing of the directors, at which all of them were not present and of which no notice was given. (Relley v. Campbell, 134 Cal. 175, 66 Pac. 220.)
Neither can a ratification be had at a special meeting of directors, of which all the directors were not notified, as it is not a meeting duly assembled, and a ratification so attempted will not bind the corporation. (Pauly v. Pauly, 107 Cal. 8, 48 Am. St. Rep. 98, 40 Pac. 29.)
If it is not shown whether the meeting of directors at which the note in suit was authorized was a regular or special meeting, there is no presumption that it was a special meeting; and it is incumbent on the corporation defendant, if so claiming, to show that it was a special meeting, and that all of the directors were not notified thereof. (Barrell v. Land Co., 122 Cal. 129, 54 Pac. 594.)
Presumption of Notice.- Where a resolution was spread at length upon the records of a corporation, and it was authenticated by one purporting to be its secretary, the fact that it was passed at a special meeting, at which all the directors were not present, and that it did not appear that notice of the meeting had been given to all of the directors, does not vitiate the resolution. In the absence of evidence to the contrary, it will be presumed that proper notice was given. (Balfour Investment Co. v. Woodworth, 124 Cal. 169, 56 Pac. 891.)
In the absence of proof to the contrary notice to the directors of a meeting will be presumed, though not recited in the record of the meeting. (Granger v. Oriental etc. Co., 59 Cal. 678. To same effect: Stockton etc. Works v. Houser, 109 Cal. 9, 41 Pac. 809; Younglove v. Steinman, 80 Cal. 375, 22 Pac. 189.)
CERTAIN BOOKS TO BE OPEN FOR INSPECTION,
Sec. 321, C. C. Every corporation doing a banking business in this state must keep in its office, in a place accessible to the stockholders, depositors, and creditors thereof, and for their use, a book, containing a list of all stockholders in such corporation, and the number of shares of stock held by each, and every such corporation must keep posted in its office, in a conspicuous place, accessible to the public generally, a notice, signed by the president or secretary, showing: First, the names of the directors of such corporation. Second, the number and value of shares of stock held by each director.
The entries on such book, and such notice, shall be made and posted within twenty-four hours after any transfer of stock, and shall be conclusive evidence against each director and stockholder of the number of shares of stock held by each. The provisions of this section shall apply to all banking corporations, formed or existing before twelve o'clock, noon, of the day on which this code took effect, as well as to those formed after such time. En. Stats. 1875-76, 72.
For records of corporations generally, see secs. 377, 378, C. C., post.
See, also, similar provision in the act of April 23, 1880 (Stats. 1880, p. 134), relating to mining corporations.
Chapman v. Doray, 89 Cal. 54, 26 Pac. 605.
Principal Place of Business. The duties imposed by this section cannot be evaded by the failure to have an office or a principal place of business. It is the duty of every corporation to have an office and a principal place of business. (Chapman v. Doray, 89 Cal. 52, 26 Pac. 605.)
CORPORATION MAY CHANGE ITS PRINCIPAL PLACE OF
BUSINESS. Sec. 321a, C. C. Every corporation that has been or may be created under the general laws of this state may change its principal place of business from one place to another in the same county, or from one city or county to another city or county within the state. Before such change is made, the congent in writing, of the holders of two-thirds of the capital stock of the corporation must be obtained and filed in its office. When such consent is obtained and filed, notice of the intended removal or change must be published, at least once a week, for three successive weeks, in some newspaper published in the county, wherein said principal place of business is situated, if there is one published therein; if not, in a newspaper of an adjoining county, giving the name of the county or city where it is situated and that to which it is intended to remove it. Whenever any such change is made, a copy of the resolution or action of the board of directors authorizing the same together with a copy of an affidavit of the publication above required, all duly certified by the president and secretary of the corporation with the corporate seal affixed shall be filed in each office where the original articles of incorporation are, or any copy thereof is required to be filed. This section shall not be construed to require such consent, notice or publication in the case of any such removal from one location to another in the same city, town or village. En. Stats. 1875-76, 73. Amd. 1903, 254.
The last two sentences were added to the original section by the amendment of 1903.
Principal Place of Business.- It is the duty of every corporation to have an office and a principal place of business. (Chapman v. Doray, 89 Cal. 52, 26 Pac. 605.)
Article 1. Stock and Stockholders, $$ 322-327.
II. Assessment of Stock, $$ 331-349.
STOCK AND STOCKHOLDERS.
322. Liabilities of stockholders.
323. Certificates, how and when issued. 8 324. Shares personal property-Transfer of stock - Irrigation
stock. $ 325. Transfer of shares held by married women, etc.- Dividends
payable to married women. 326. Affidavit or bond may be required before transfer. $ 327. Contract to relieve directors void.
LIABILITIES OF STOCKHOLDERS.
Sec. 322, C. C. Each stockholder of a corporation is individually and personally liable for such proportion of its debts and liabilities as the amount of stock or shares owned by him bears to the whole of the subscribed capital stock or shares of the corporation, and for a like proportion only of each debt or claim against the corporation. Any creditor of the corporation may institute joint or several actions against any of its stockholders, for the proportion of his claim payable by each, and in such action the court. must ascertain the proportion of the claim or debt for which each defendant is liable, and a several judgment must be rendered against each, in conformity therewith. If any stockholder pays his proportion of any debt due from the corporation, incurred while he was such stockholder, he is relieved from any further personal liability for such debt; and if an action has been brought against him upon such debt, it shall be dismissed, as to him, upon his paying the costs, or such proportion thereof as, may be properly chargeable against him. The liability of each stockholder is determined by the amount of stock or shares owned by him at the time the debt or liability was incurred; and such liability is not released by any subsequent transfer of stock. The term stockholder, as used in this section, shall apply not only to such persons as appear by the books of the corporation to be such, but also to every equitable owner of stock, although the same appear on the books in the name of another, and also to every person who has advanced the installments or purchase money of stock in the name of a minor, so long as the latter remains a minor; and also to every guardian, or other trustee, who voluntarily invests any trust funds in the stock. Trust funds in the hands of a guardian, or trustee, shall not be liable under the provisions of this section, by reason of any such investment, nor shall the person for whose benefit the investment is made be responsible in respect to the stock until he becomes competent and able to control the same; but the responsibility of the guardian or trustee making the investment shall continue until that period. Stock held as collateral security, or by a trustee, or in any other representative capacity, does not make the holder thereof a stockholder within the meaning of this section, except in the cases above mentioned, so as to charge him with any proportion of the debts or liabilities of the corporation; but the pledgor, or person or estate represented, is to be deemed the stockholder, as respects such liability. In corporations having no capital stock, each member is individually and personally liable for his proportion of its debts and liabilities, and similar actions may be brought against him, either alone or jointly with other members, to enforce such liability, as by this section may be brought against one or more stockholders, and similar judgments may be rendered. The liability of each stockholder of a corporation formed under the laws of any other state or territory of the United States, or of any foreign country, and doing business within this state, shall be the same as the liability of a stockholder or of a corporation created under the Constitution and laws of this state. En. March 21, 1872. Amd. 1873-74, 203; 1875-76, 73.
Act to protect stockholders from fraudulent representations of officers: See post, Appendix, title “Corporations."
Liability of stockholders for debts of the corporation is declared in Const. Cal. 1879, art. XII, sec. 3.
Sections 32 and 36 of article IV of the Constitution of 1849 (see sections 2 and 3, article XII, Constitution 1879, ante) provided for a stochkolder's liability, but it was held in French v. Teschemacker, 24 Cal. 518, that these provisions were inoperative without the aid of legislation to give them practical effect. This legislation was supplied by section 32 of the corporation act of 1850, page 350, and by section 16 of the corporation act of 1853, page 90.
Section 17 of the life insurance act of 1866, page 752, also provided for a stockholder's liability. These constitutional and statutory provisions were not sufficient, and the code section adopted in 1872 furnish a more stringent rule as to stockholders' liability. The original section is as follows:
“Sec. 322. Each stockholder or member of any corporation is severally, individually, and personally liable for such proportion of all its debts and liabilities as the amount of stock or shares owned by him in such corporation bears to the whole of the subscribed capital stock or shares of the corporation, for the recovery of which joint or several actions may be instituted and prosecuted; and in any such action against any of the stockholders or members of a corporation, the court must ascertain and determine the proportion of the debt which is the subject of the suit for which each of the stockholders or members who are defendants in the action are severally liable, and judgment must be given severally in conformity therewith. If any stockholder or member of a corporation pays his proportion of any debt due by such corporation, he is released and discharged from any further individual or personal liability for such debt. Stock held as collateral security, or by a trustee, or in any other representative capacity does not make the holder thereof a stockholder but the pledgor or person or estate represented is the stockholder."
The section was amended by act of March 30, 1874 (Amendments 1873-74, 203), so as to read like the amendment in the text, except that