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Legislative History.

See sec. 331, C. C., ante.

The original section reads as follows: "Sec. 336. The notice must be published once each week for four successive weeks, in some daily or weekly paper published at the place designated in the articles of incorporation as the principal place of business, and also in some paper published in the county in which the works of the corporation are situated, if a paper is published therein. If the works of the corporation are not situated within some state or territory of the United States, then publication in a paper of the place where situated is not necessary. If there is no newspaper published at the place designated as the principal place of business of the corporation, then the publication must be made in the newspaper published in an adjoining county. The notice may be served by delivering a copy thereof, certified by the secretary, to each stockholder personally; and in case of such service upon all the stockholders of the corporation, no notice by publication is pecessary, but such personal notice is sufficient."

DELINQUENT NOTICE-FORM.

Sec. 337, C. C. If any portion of the assessment mentioned in the notice remains unpaid on the day specified therein for declaring the stock delinquent, the secretary must, unless otherwise ordered by the board of directors, cause to be published in the same papers in which the notice hereinbefore provided for shall have been published, a notice substantially in the following form:

(Name in full. Location of principal place of business). NOTICE.—There is delinquent upon the following described stock, on account of assessment levied on the (date), (and assessments levied previous thereto, if any), the several amounts set opposite the names of the respective shareholders as follows: (Names, number of certificate, number of shares, amount). And in accordance with law (and an order of the board of directors, made on the [date], if any such order shall have been made), so many shares of each parcel of such stock as may be necessary will be sold, at the (particular place), on the (date), at (the hour) of such day, to pay delinquent assessments thereon, together with costs of advertising and expenses of the sale.

(Name of secretary, with location of office). En. March 21,

Legislative History.

See sec. 331, C. C., ante.

Section Cited.

San Joaquin L. & W. Co. v. Beecher, 101 Cal. 76, 35 Pae. 349; San Bernardino I. Co. v. Merrill, 108 Cal. 493, 41 Pac. 487; Stockton C. H. & A. Works v. Houser, 109 Cal. 8, 41 Pac. 809.

Annotation

Form of Notice.- Notice is not defective because its describes the assessment upon the "capital stock" instead of the "subscribed capital stock.' (San Joaquin L. & W. Co. v. Beecher, 101 Cal. 76, 35 Pac. 349.)

It is not essential that the notice of delinquent sale be published in the same paper in which the notice of assessment was published, and the board of directors may order them to be so published, or published in different papers. (Stockton C. H. & A. Works v. Houser, 101 Cal. 1, 41 Pac. 809.)

CONTENTS OF NOTICE.

Sec. 338, C. C. The notice must specify every certificate of stock, the number of shares it represents, and the amount due thereon, except where certificates may not have been issued to parties entitled thereto, in which case the number of shares and amount due thereon, together with the fact that the certificates for such shares have not been issued, must be stated. En. March 21, 1872.

Legislative History.

See sec. 331, C. C., ante.

Section Cited.

San Joaquin L. & W. Co. v. Beecher, 101 Cal. 76, 35 Pac. 349.

HOW PUBLISHED.

Sec. 339, C. C. The notice, when published in a daily paper, must be published for ten days, excluding Sundays and holidays, previous to the day of sale. When published in a weekly paper, it must be published in each issue for two weeks

previous to the day of sale. The first publication of all delinquent sales must be at least fifteen days prior to the day of sale. En. March 21, 1872.

See sec. 446, C. C., post.

Legislative History.

See sec. 331, C. C., ante.

Section Cited.

San Joaquin L. & W. Co. v. Beecher, 101 Cal. 76, 35 Pac. 349; San Bernardino I. Co. v. Merrill, 108 Cal. 493, 41 Pac. 487; Shively v. Eureka etc. Min. Co., 129 Cal. 296, 61 Pac. 939.

Annotation.

Insuficient Publication.-A publication of thirteen days does not invalidate an assessment by reason of section 346, Civil Code. (Burham v. S. F. Fuse Mfg. Co., :76 Cal. 26, 17 Pac. 939.)

By failure to make publication for the period herein specified, the board of directors loses all jurisdiction to sell the stock for the delinquent assessment, unless they shall begin anew all previous proceedings and publications subsequent to the levy of the assessment, as directed by section 346, C. C., post. (San Bernardino etc. Co. v. Merrill, 108 Cal. 490, 41 Pac. 487.)

In the absence of other orders, the secretary of a corporation should publish notice of sale of delinquent assessments at least fifteen days before the day appointed for the sale, and a failure to Lake such publication deprives the directors of all jurisdiction to make such sale, unless the proceedings are instituted anew. (San Bernardino etc. Co. v. Merrill, 108 Cal. 490, 41 Pac. 487.)

But injunction will not issue to restrain sale of stock to satisfy Falid assessment thereon, which had become delinquent, merely because notice of sale was published for insufficient length of time, unless stockholder has paid, or offered to pay, amount of assessment. (Burham v. San Francisco etc. Co., 76 Cal. 26, 17 Pac. 939.)

JURISDICTION ACQUIRED, HOW.

Sec. 340, C. C. By the publication of the notice, the corporation acquires jurisdiction to sell and convey a perfect title to all of the stock described in the notice of sale upon which any portion of the assessment or costs of advertising remains unpaid at the hour appointed for the sale, but must sell no more of such stock than is necessary to pay the assessments due and costs of sale. En. March 21, 1872.

Legislative History.

See sec. 331, C. C., ante.

SALE TO BE BY PUBLIC AUCTION.

Sec. 341, C. C. · On the day, at the place, and at the time appointed in the notice of 'sale, the secretary must, unless otherwise ordered by the directors, sell or cause to be sold at public auction, to the highest bidder for cash, so many shares of each parcel of the described stock as may be necessary to pay the assessment and charges thereon, according to the terms of sale; if payment is made before the time fixed for sale, the party paying is only required to pay the actual cost of advertising, in addition to the assessment. En. March 21, 1872.

Legislative History.

See sec. 331, C. C., ante.

HIGHEST BIDDER TO BE THE PURCHASER.

Sec. 342, C. C. The person offering at such sale to pay the assessment and costs for the smallest number of shares or fraction of a share is the highest bidder, and the stock purchased must be transferred to him on the stock-books of the corporation, on payment of the assessment and costs. En. March 21, 1872.

Legislative History.

See sec. 331, C. C., ante.

IN DEFAULT OF BIDDERS, CORPORATION MAY PURCHASE.

Sec. 343, C. C. If, at the sale of stock, no bidder offers the amount of the assessments and costs and charges due, the same may be bid in and purchased by the corporation, through the secretary, president, or any director thereof, at the amount of the assessments, costs, and charges due; and the amount of the assessments, costs, and charges must be credited as paid in full on the books of the corporation, and entry of the transfer of the

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stock to the corporation must be made on the books thereof. While the stock remains the property of the corporation it is not assessable, nor must any dividends be declared thereon; but all assessments and dividends must be apportioned upon the stock held by the stockholders of the corporation. En. March 21, 1872.

Legislative History.

See sec. 331, C. C., ante.

Section Cited.

California Sugar Mfg. Co. v. Schafer, 57 Cal. 398.

DISPOSITION OF STOCK PURCHASED BY CORPORATION.

Sec. 344, C. C. All purchases of its own stock made by any corporation vest the legal title to the same in the corporation: and the stock so purchased is held subject to the control of the stockholders, who may make such disposition of the same as they deem fit, in accordance with the by-laws of the corporation or vote of the majority of all the remaining shares. Whenever any portion of the capital stock of a corporation is held by the corporation by purchase, a majority of the remaining shares is a majority of the stock for all purposes of election or voting on any question at a stockholders' meeting. En. March 21, 1872.

Legislative History.

See sec. 331, C. C., ante.

Section Cited.

California Sugar Mfg. Co. v. Schafer, 57 Cal. 398; Robinson v. Spaulding Gold & Silver M. Co., 72 Cal. 33, 13 Pac. 65; Market St. R. R. ('0. v. Hellman, 109 Cal. 588, 42 Pac. 225.

Annotation.

Corporation Owning its Own Stock.- A corporation cannot become a stockholder of its own stock. (Brewster v. Hartley, 37 Cal. 15, 99 Am. Dec. 237.)

Stock of a corporation purchased by it under section 344, Civil Cole, at a sale for delinquent assessment, is held subject to control of stockholders, and cannot be levied on under an execution against

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