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of its paid-up capital stock. But the whole or any part of such surplus or reserve fund, if held as the exclusive property of stockholders, may at any time be converted into paid-up capital stock, in which event such surplus or reserve fund shall be restored in manner as above provided until it amounts to twenty-five per centum of the aggregate paid-up capital stock. A larger surplus or reserve fund may be created, and nothing herein contained shall be construed as prohibitory thereon. En. Stats. 1903, 353.

CAPITAL ACTUALLY PAID UP MUST BE PUBLISHED.

Sec. 583a, C. C. No banker, nor officer of any bank or corporation doing a banking business, shall advertise in any manner, or publish any statement of the capital stock authorized or subscribed, unless he advertise and publish in connection therewith, the amount of capital actually paid up. Any officer, or the officers of any bank or corporation doing a banking business, advertising in any manner, or publishing, a statement of the capital stock of such bank or banking corporation, authorized or subscribed, without the statement in connection therewith of the stock actually paid up, shall be guilty of a misdemeanor. En. Stats. 1903, 353.

TITLE XI.

MINING CORPORATIONS.

$ 584. Removal of the principal office provided for. (Repealed.) $ 585. Directors to file certificates of proceedings in offices of county

clerks and Secretary of State. § 586. Transfer agencies. $ 587. Stock issued at transfer agencies.

REMOVAL OF THE PRINCIPAL OFFICE PROVIDED FOR. (Re

pealed.) Sec. 584, C. C. En. March 21, 1872. Rep. 1875-76, 73.

Legislative History.

This section was, and the next section is, based on the act of February 15, 1864, page 76, authorizing mining corporations to change their place of business.

The section repealed is as follows: “Sec. 584. Every mining corporation may change its principal place of business from one county or city to another, within this state. Before such removal is made the consent in writing of the holders of two-thirds of the capital stock must be obtained and filed in the office of the corporation. When such consent is obtained, notice of the intended removal must be published for thirty days in some newspaper published at the principal place of business of the corporation, giving the name of the county or city where it is then situated, and that to which it is intended to remove it."

DIRECTORS TO FILE CERTIFICATES OF PROCEEDINGS IN

OFFICES OF COUNTY CLERKS AND SECRETARY OF STATE. Sec. 585, C. C. When the publication provided for in the preceding section has been complete, the directors of the corporation must file in the offices of the clerks of the counties from and to which such change has been made, and in the office of the Secretary of State, certified copies of the written consent of the stockholders to such change, and of the notice of such change, and proof of publication; also, a certificate that the proposed removal has taken place; and thereafter

the principal place of business of the corporation is at the place to which it is removed. En. March 21,

, 1872.

Legislative History.

See sec. 584, C. C., supra.

TRANSFER AGENCIES.

Sec. 586, C. C. Any corporation organized in this state for the purpose of mining or carrying on mining operations in or without this state, may establish and maintain agencies in other states of the United States, for the transfer and issuing of their stock; and a transfer or issue of the same at any such transfer agency, in accordance with the provisions of its bylaws, is valid and binding as fully and effectually for all purposes as if made upon the books of such corporation as its principal office within this state. The agencies must be governed by the by-laws and the directors of the corporation. En. March 21, 1872.

Legislative History.

The basis of this and the following section is the act of 1863-64, page 429, authorizing the establishment of transfer agencies.

STOCK ISSUED AT TRANSFER AGENCIES.

Sec. 587, C. C. All stock of any such corporation, issued at a transfer agency, must be signed by the president and secretary of the corporation, and countersigned at the time of its issue by the agent having charge of the transfer agency. No stock must be issued at a transfer agency, unless the certificate of stock, in lieu of which the same is issued, is at the time surrendered for cancellation. En. March 21, 1872.

Legislative History.

See sec, 586, C. C., supra.

Act for protection of miners: See post, Statutes at Large, title "Mines and Mining."

Act relating to removal of officers: See post, Statutes at Large, title “Mines and Mining.

Act for protection of stockholders in mining corporations: See post, Statutes at Large, title “Mines and Mining."

TITLE XII.

RELIGIOUS, SOCIAL, AND BENEVOLENT CORPORATIONS. § 593. Corporations for purposes other than profit, how formed. § 594. Additional facts, articles of incorporation to set out. $ 595. Amount of real estate limited. § 596. How much land friendly, etc., societies may hold. § 597. Directors to make verified report annually. $ 598. Sale and mortgage of real estate. { 599. What may be provided for in their by-laws. $ 600. Members admitted after incorporation. $ 601. No member to transfer membership, etc. § 602. Religious societies may become sole corporations. $ 603. Churches, how incorporated. $ 604. Samre. $ 605. Consolidation of debts.

CORPORATIONS FOR PURPOSES OTHER THAN PROFIT, HOW

FORMED. Sec. 593, C. C. Any number of persons associated together for any purpose, where pecuniary profit is not their object, and for which individuals may lawfully associate themselves, may, in accordance with the rules, regulations, or discipline of such association, elect directors, the number thereof to be not less than three nor more than eleven, and may incorporate themselves as provided in this part. En. March 21, 1872. Amd. 1880, 6.

Act relating to mutual benefit and relief associations: See post, Statutes at Large, title “Benefit Societies.'

Benevolent associations not insurance companies: Ante, sec. 451, C. C.

Legislative History.

Section 175 of the corporation act of 1850, page 373, as amended in 1870, pages 46 and 402, is the basis of the section.

The original section has “Any number of persons associated together for religious, social, benevolent or other purposes, included in the subdivision of section 286," instead of "any number of persons associated together for any purpose.

Section Cited.

Sanchez v. Grace M. E. Church, 114 Cal. 300, 301, 46 Pac. 2; Perkins v. Fish, 121 Cal. 321, 53 Pac. 901; People v. G. G. Lodge, No. 6, 128 Cal. 260, 262, 60 Pac. 865.

Annotation.

Construction of Section-Number of Incorporators, etc.—This section must be read in connection with sections 594 and 292 of this code, and as so read require the subscription and acknowledgment of at least five persons in addition to the verification required by 594 to form a valid incorporation. (People v. G. G. Lodge, No. 6, 128 Cal. 257, 60 Pac. 865.)

Insurance Association Assessment Plans.-A life insurance association formed under sections 451 and 593 et seq., of the Civil Code as an association without profit of persons as members thereof, for the purpose of equalizing the risk of death and to pay to the nominees of such members as may die stipulated sums of money, has declared objects which are lawful and commendable; and its articles of incorporation being in due form for such a corporation, need not set forth any capital stock nor guarantee fund such as is required of life insurance corporations formed under section 437 et seq., Civil Code. (Perkins v. Fish, 121 Cal. 317, 53 Pac. 901.)

Where no fraud is shown either in the organization of an invalid insurance association or in the conduct of its business, all the members of the assumed corporation were parties to the representation that its organization was valid, and stood in equal relation to all the facts connected therewith; and, in so far as wrong was done thereby, the members were in pari delicto, neither of them should be permitted to take advantage of his own wrong as against another. (Perkins v. Fisher, 121 Cal. 317, 53 Pac. 901.)

A member of an invalidly organized insurance association, by continuing to be a member thereof, paying assessments and receiving statements, until the company failed, must be held to have acquiesced in the acts and representations of the managers of whom he complains. (Perking v. Fisher, 121 Cal. 317, 53 Pac. 901.)

ADDITIONAL FACTS, ARTICLES OF INCORPORATION TO SET

OUT. Sec. 594, C. C. In addition to the requirements of section 290, the articles of incorporation of any association mentioned in the preceding section must set forth the holding of the elec

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