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Membership of Officers. — Embezzlement by any officer of an association is punishable, without regard to the membership of the association, or to whether the officer himself is or is not a member thereof. (People v. Mahlman, 82 Cal. 585, 23 Pac. 145.)

Officer of De Facto Corporation.- Any officer who in fact acts as an officer of a de facto corporation is subject to all the liabilities and penalties imposed upon directors and officers duly elected by a corporation de jure; and a de facto officer of a de facto corporation is liable criminally for embezzlement of funds in his hands. (People v. Leonard, 106 Cal. 301, 39 Pac. 617; People v. Ward, 134 Cal. 301, 66 Pac. 372.)

It is sufficient in an embezzlement charge against officers of a a corporation to prove a de facto existence as a corporation. Proof that it was a de jure corporation is not essential. (People v. Ward, 134 Cal. 301, 66 Pac. 372.)

Evidence-Books of Corporations. Upon a charge of embezzlement against a secretary of a corporation, the books of the corporation, showing a shortage, kept by a bookkeeper who committed suicide about the time when the shortage was discovered, are not admissible against the defendant, without proof that he knew their contents, and was responsible for their condition. (People v. Blackman, 127 Cal. 248, 59 Pac. 473.)

Presumption as to Guilt.-No mere neglect of the duty of secretary of a corporation to examine the books of the corporation can sustain a charge of embezzlement. The presumption of innocence will overcome all presumption of knowledge or control of the secretary over the books. (People v. Blackmran, 127 Cal. 248, 59 Pac. 473.)

Corporations-Proof of Existence.—On a criminal trial the existence of a corporation may be proved by general reputation. (People v. Frank, 28 Cal. 507; People v. Ah Sam, 41 Cal. 652; People v. Barric, 49 Cal. 344; People v. Leonard, 106 Cal. 310, 39 Pac. 617; People v. Oldbam, 111 Cal. 651, 44 Pac. 312.)

CHAPTER XI.

FRAUDULENT DESTRUCTION OF PROPERTY INSURED. $ 549. Presenting false proofs on policy of insurance. PRESENTING FALSE PROOFS UPON POLICY OF INSURANCE.

Sec. 549, Pen. C. Every person who presents or causes to be presented any false or fraudulent claim, or any proof in support of any such claim, upon any contract of insurance for the payment of any loss, or who prepares, makes, or subscribes any account, certificate of survey, affidavit, or proof of loss, or other

Corporation Laws—40

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Subscription to articles of incorporation: C. C., sec. 292.
Subscription to capital stock: C. C., sec. 293.
Oath to subscription: C. C., sec. 295.

FRAUDS IN PROCURING ORGANIZATION, ETC., OF CORPORA

TION. Sec. 558, Pen. C. Every officer, agent, or clerk of any corporation, or of any persons proposing to organize a corporation, or to increase the capital stock of any corporation, who knowingly exhibits any false, forged, or altered book, paper, voucher, security, or other instrument of evidence, to any public officer or board authorized by law to examine the organization of such corporation, or to investigate its affairs, or to be allowed an increase of its capital, with intent to deceive such officer or board in respect thereto, is punishable by imprisonment in the state prison not less than three nor more than ten years. En. February 14, 1872.

False certificate, report, or notice—Civil liability of officers: See sec. 316, C. C.

Corporations, organization of: C. C., sec. 283 et seq.
Records: C. C., secs. 377, 378.
Increasing stock: C. C., sec. 359.

UNAUTHORIZED USE OF NAMES IN PROSPECTUS, ETC.

Sec. 559, Pen. C. Every person who, without being authorized so to do, subscribes the name of another to or inserts the name of another in any prospectus, circular, or other advertisement or announcement of any corporation or joint stock association, existing or intended to be formed, with intent to permit the same to be published, and thereby to lead persons to believe that the person whose name is so subscribed is an officer, agent, member, or promoter of such corporation or association, is guilty of a misdemeanor. En. February 14, 1872.

See ante, sec. 558, Pen. C.

MISCONDUCT OF DIRECTORS OF STOCK CORPORATIONS.

Sec. 560, Pen. C. Every director of any stock corporation who concurs in any vote or act of the directors of such corporation or any of them, by which it is intended, either

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FRAUDS IN KEEPING ACCOUNTS IN BOOKS OF CORPORA

TIONS. Sec. 563, Pen. C. Every director, officer, or agent of any corporation or joint-stock association, who knowingly receives or possesses himself of any property of such corporation or association, otherwise than in payment of a just demand, and who, with intent to defraud, omits to make, or to cause or direct to be made, a full and true entry thereof in the books or accounts of such corporation or association, and every director, officer, agent, or member of any corporation or joint-stock association who, with intent to defraud, destroys, alters, mutilates, or falsifies any of the books, papers, writings, or securities belonging to such corporation or association, or makes, or concurs in making, any false entries, or omits, or concurs in omitting to make any. material entry in any book of accounts, or other record or document kept by such corporation or association, is punishable by imprisonment in the state prison not less than three nor more than ten years, or by imprisonment in a county jail not exceeding one year, and a fine not exceeding five hundred dollars, or by both such fine and imprisonment. En. February 14, 1872.

See ante, sec. 558, Pen. C.

Section Cited.

People v. Palmer, 53 Cal. 615; People v. Leonard, 103 Cal. 202, 37 Pac. 222.

Annotation.

Indictments-Sufficiency of.- An indictment under this section should specify the particular entry complained of, or should at least state the substance of it according to its legal effect. (People v. Palmer, 53 Cal. 615; People v. Leonard, 103 Cal. 202, 37 Pác. 222.)

OFFICER OF CORPORATION PUBLISHING FALSE REPORTS.

Sec. 564, Pen. C. Every director, officer, or agent of any corporation or joint stock association, who knowingly concurs in making, publishing, or posting any written report, exhibit, or statement of its affairs or pecuniary condition, or book or notice containing any material statement which is false, or refuses to inake any book or post any notice required by law, in the manner required by law, other than such as are mentioned in this

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