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personal notice of such time and place of meeting may be served on all stockholders or members resident in this state- the notice to specify the object of the meeting and the length of time for which it is proposed to continue the corporation."

The substance of this section was incorporated in section 401, Civil Code, by the amendment to that section of 1874 (Stats. 1873-74, p. 209). Further necessity for the existence of this section was thereby obviated.

Section Cited.

People v. Auburn etc. Turnpike Co., 122 Cal. 336, 339, 55 Pac. 10.

Annotation.

The repealed section as originally adopted was part of a system comprehended within the provisions of sections 287, 401, and 402, Civil Code, for continuing the existence of corporations organized for a period of less than fifty years for the full time. The extension of the corporate existence in accordance with the provisions of these sections is designed to preserve and admit of the enjoyment of corporate property, rights and privileges. (People v. Auburn Turn. pike Co., 122 Cal. 339, 55 Pac. 10.)

TITLE I TO APPLY TO ALL CORPORATIONS, WITH CERTAIN

EXCEPTIONS. Sec. 403, C. C. The provisions of this title are applicable to every corporation, unless such corporation is excepted from its operation, or unless a special provision is made in relation thereto inconsistent with some provision in this title, in which case the special provision prevails. En. March 21, 1872.

Section Cited:

Market St. Ry. v. Hellman, 109 Cal. 583, 42 Pac. 225; People v. Auburn etc. Turnpike Co., 122 Cal. 339, 55 Pac. 10.

Annotation.

Application of Sections. This section makes sections 283 to 403 of this code, both inclusive, expressly applicable to “every corporation" not within the enumerated exceptions. With respect to corporations formed prior to the codes, which have not elected to come under the code provisions, this section makes provisions nevertheless applicable, except as to the law of their formation and ex. istence. In all matters relating to future conduct existing cor

Corporation Laws-20

porations are governed by the same laws as those formed subsequent to the adoption of the code and for like purposes. (Market St. Ry. Co. v. Hellman, 109 Cal. 583, 42 Pac. 225.)

This section also has the effect of making the code provisions referred to applicable to quasi public corporations as well as to private companies. (People v. Auburn etc. Turnpike Co., 122 Cal. 339, 55 Pac. 10.)

TITLE II.

INSURANCE CORPORATIONS.

Chapter I. General Provisions, $8 414-420.
II. Fire, Marine and Title Insurance Corporations, $8 424-

432.
III. Mutual Life, Health, and Accident Insurance Corpora.

tions, $$ 437-452.

CHAPTER I.

GENERAL PROVISIONS.

§ 414. Subscriptions to capital stock opened, and how collected.
§ 415. Purchase and conveyance of real estate.
§ 416. Policies, how issued and by whom signed.
§ 417. Dividends, of what and when declared.
§ 418. Directors liable for loss on insurance in certain cases.
$ 419. Capital to be at least two hundred thousand dollars.
§ 420. Exception, capital of one hundred thousand dollars.

SUBSCRIPTIONS TO CAPITAL STOCK OPENED, AND HOW COL

LECTED. Sec. 414, C. C. After the Secretary of State issues the certificate of incorporation, as provided in article I, chapter I, title I, of this part, the directors named in the articles of incorporation must proceed in the manner specified, or in their by-laws, or if none, then in such manner as they may by order adopt, to open books of subscription to the capital stock then unsubscribed, and to secure subscriptions to the full amount of the fixed capital; to levy assessments and installments thereon, and to collect the same, as in chapter II of title I provided. En. March 21, 1872.

Insurance in general: See secs. 2527-2766, C. C.

PURCHASE AND CONVEYANCE OF REAL ESTATE.

Sec. 415, C. C. No insurance corporation must purchase, nold, or convey real estate, except as hereinafter set forth, to 1. Such as is requisite for its accommodation in the convenient transaction of its business, not exceeding in value one hundred and fifty thousand dollars;

2. Such as is conveyed to it, or to any person for it, by way of mortgage or in trust, or otherwise, to secure or provide for the payment of loans previously contracted, or for moneys due;

3. Such as is purchased at sales upon deeds of trust or judgments obtained or made for such loans or debts;

4. Such as is conveyed to it in satisfaction of debts previously contracted in the course of its dealings.

All such real estate so acquired, which is not requisite for the accommodation of such corporation in the transaction of its business must be sold and disposed of within five years after such corporation acquired title to the same. No such real estate must be held for a longer period than five years, unless the corporation first procures a certificate from the insurance commissioner that the interest of the corporation will suffer materially by a forced sale of such real estate, in which event the time for the sale may be extended to such time as the insurance commissioner directs in the certificate. En. March 21, 1872.

POLICIES, HOW ISSUED AND BY WHOM SIGNED.

Sec. 416, C. C. All policies made by insurance corporations must be subscribed by the president or vice-president, or in case of the death, absence, or disability of those officers, by any two of the directors, and countersigned by the secretary of the corporation. All such policies are as binding and obligatory upon the corporation as if executed over the corporate seal. En. March 21, 1872.

DIVIDENDS, OF WHAT AND WHEN DECLARED.

Sec. 417, C. C. The directors of every insurance corporation, at such times as their by-laws provide, must make, declare, and pay to the stockholders dividends of so much of the net profits of the corporate business and interest on capital invested as to them appears advisable; but the moneys received and notes taken for premium on risks which are undetermined and outstanding at the time of making the dividend must not be treated as profits, nor divided, except as provided in chapter II of this title. En. March 21, 1872.

Declaring dividends: See ante, sec. 309, C. C., and notes.

Legislative History.

The basis of this section is section 21 of the insurance act, of 1865-66, page 748.

DIRECTORS LIABLE FOR LOSS ON INSURANCE IN CERTAIN

CASES. Sec. 418, C. C. If any insurance corporation is under liabilities for losses to an amount equal to its capital stock, and the president or directors, after knowing the same, make any new or further insurance, the estates of all who make such insurance, or assent thereto, are severally and jointly liable for the amount of any loss which takes place under such insurance. En. March 21, 1872.

The basis of this section is section 13 of the insurance act of 1865-66, page 743.

CAPITAL TO BE AT LEAST TWO HUNDRED THOUSAND DOL

LARS. Sec. 419, C. C. Every company, corporation, or association hereafter formed or organized under the laws of this state for the transaction of business in fire, marine, inland navigation, or life insurance, must have a subscribed capital stock equal to at least two hundred thousand dollars, twenty-five per cent of which must be paid in previous to the issuance of any policy, and the residue within twelve months from the day of filing the certificate of incorporation. No person, corporation, or association organized or formed under the laws of any other state or country, as a stock company, must transact any such insurance business in this state, unless such person, corporation, or association has a paid-up capital stock equal to at least two hundred thousand dollars in available cash assets, over and above all liabilities for losses reported, expenses, taxes, and reinsurance of all outstanding risks, as provided in section

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