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Mining Corporations.-An act to authorize mining companies or corporations to change their principal place of business, approved Tebruary 15, 1864 (Stats. 1863-64, p. 76).

Mining Corporations. An act to authorize mining and other corporations of Aurora, Nevada, to remove their office and principal place of business to California, passed February 27, 1864 (Stats. 186364, p. 109).

Mining Corporations.-An act to authorize corporations organized in this state for the purpose of mining in or without this state to establish and maintain transfer agencies in other states, approved April 4, 1864 (Stats. 1863-64, p. 429).

Mining Corporations.- An act supplemental to an act entitled “ An act concerning corporations,” passed April 22, 1850, approved March 21, 1872 (Stats. 1871-72, p. 443); amended April 1, 1876 (Stats. 187576, p. 730).

Mutual Insurance.- An act to provide for the incorporation of mutual insurance companies for the insurance of life and health and against accidents, approved April 2, 1866 (Stats. 1865-66, p. 752); amended March 30, 1868 (Stats. 1867-68, p. 661), and April 26, 1880 (Stats. 1880, p. 229).

Mutual Insurance Companies.-An act to provide for the incorporation of mutual insurance companies passed April 26, 1851 (Stats. 1851, p. 523).

Odd Fellow and Other Halls.- An act to amend an act relating to corporations, approved May 18, 1853 (Stats. 1853, p. 274), provided for the erection of Odd Fellows' halls and was extended by act of May 13, 1854 (Stats. 1854, p. 237), to temperance halls, and by act of April 18, 1857 (Stats. 1857, p. 208), to the German General Benevolent Society of San Francisco.

Plank and Turnpike Roads.- Chapter IV of the corporation act of 1850 dealt with plank and turnpike road companies, and was repealed by the act of May 12, 1853 (Stats. 1853, p. 169).

Plank and Turnpike Roads.-An act to authorize the formation of corporations for the construction of plank or turnpike roads, approved May 12, 1853 (Stats. 1853, p. 169); amended May 15, 1854 (Stats. 1854, p. 166), April 28, 1857 (Stats. 1857, p. 280), April 13 and April 23, 1858 (Stats. 1858, pp. 145, 265).

Railroads.- Chapter III of the corporation act of 1850 dealt with railroad companies, and was repealed by act of April 28, 1851 (Stats. 1851, p. 443).

Railroads.- An act to provide for the incorporation of railroad companies passed April 28, 1851 (Stats. 1851, p. 433); supplemented March 22, 1852 (Stats. 1852, p. 172); repealed April 22, 1853 (Stats. 1853, p. 99).

Railroads.-An act to provide for the incorporation of railroad companies, approved April 22, 1853 (Stats. 1853, p. 99); amended May 15, 1854 (Stats. 1854, p. 170), April 10, 1855 (Stats. 1855, p. 100), April 14, 1856 (Stats. 1856, p. 89), April 26, 1858 (Stats. 1858, p. 326); supplemented April 11, 1857 (Stats. 1857, p. 197), April 26, 1858 (Stats. 1858, p. 317); repealed May 20, 1861 (Stats. 1861, p. 607).

Railroads.-An act to provide for the incorporation of railroad companies, etc., approved May 20, 1861 (Stats. 1861, p. 607); amended May 6 and 14, 1862 (Stats. 1862, pp. 498, 547), April 27, 1863 (Stats. 1863, p. 610), March 20, 1866 (Stats. 1865-66, p. 310), March 30, 1868 (Stats. 1867-68, p. 705), April 1, 1870 (Stats. 1869-70, p. 577).

Religious, etc., Associations.-Chapter VIII of the corporation act of 1850 dealt with religious, social, benevolent and learned associations, and was amended March 3, 1852 (Stats. 1852, p. 168), May 7, 1853 (Stats. 1853, p.140), May 13, 1854 (Stats. 1854, p. 162), March 13, 1857 (Stats. 1857, p. 75), March 7, 1859 (Stats. 1859, p. 87), April 8, 1862 (Stats. 1862, p. 125), March 6, 1863 (Stats. 1863, p. 34), February 1 and March 26, 1870 (Stats. 1869-70, pp. 46, 402).

Rural Cemeteries.—An act to authorize the incorporation of rural ceinetery associations, approved April 18, 1859 (Stats. 1859, p. 281), amended January 13, 1864 (Stats. 1863-64 p. 12), March 31, 1891 (Stats. 1891, p. 264); suplemented March 26, 1895 (Stats. 1895, p. 75), March 1, 1899 (Stats. 1899, p. 36).

Savings and Loan Societies.- An act to provide for the forma: tion of corporations for the accumulation and investment of funds and savings, approved April 11, 1862 (Stats. 1862, p. 199); amended March 12 and April 4, 1864 (Stats. 1863-64, pp. 158, 531), March 31, 1866 (Stats. 1865-66, p. 626), March 4, 1870 (Stats. 1869-70, p. 130), February 21, 1872 (Stats. 1871-72, p. 132); supplemented March 20, 1868 (Stats. 1867-68, p. 459).

Savings and Loan Societies.-An act for the formation of corporations for the accumulation of funds and savings, and the direct pronotion of manufacturing and mechanic arts, agriculture and mining, approved March 31, 1870 (Stats. 1869-70, p. 523).

State Agricultural Society.-An act to incorporate the state agricultural society, etc., passed May 13, 1854 (Stats. 1854, p. 163), amended March 20, 1858 (Stats. 1858, p. 80), and supplemented March 12, 1863 (Stats. 1863, p. 49).

Steam Navigation Companies.- Chapter IX of the corporation act of 1850 dealt with steam navigation companies.

Street Railroads.-An act concerning street railroads in this state, approved April 14, 1863 (Stats. 1863, p. 296):

Street Railroads.-An act concerning street railroads, approved March 29, 1870 (Stats. 1869-70, p. 481); amended April 4, 1870 (Stats. 1869-70, p. 786), March 23, 1872 (Stats. 1871-72, p. 515).

Telegraph Companies.- Chapter VI of the corporation act of 1850 dealt with telegraph companies, and was amended April 2, 1857 (Stats. 1857, p. 171), April 4, 1861 (Stats. 1861, p. 84), and April 18, 1862 (Stats. 1862, p. 288).

Telegraph Companies.-An act for the regulation of the telegraph and to secure secrecy and fidelity in the transmission of telegraphic messages, approved April 18, 1862 (Stats. 1862, p. 288); amended March 24, 1864 (Stats. 1863-64, p. 232).

Toll Roads.-An act to provide for the construction and mainteDance of toll roads within the state of California, approved April 4, 1870 (Stats. 1869-70, p. 883).

Trading and other Corporations.-An act to provide for the formation of corporations for certain purposes, approved April 4, 1870 (Stats, 1869-70, p. 822).

Wagon Roads.-An act to provide for the incorporation of wagonroad companies, approved April 22, 1853 (Stats. 1853, p. 114); amrended April 1, 1856 (Stats. 1856, p. 71).

Water Companies.— An act to provide for the incorporation of wa. ter companies approved May 3, 1852 (Stats. 1852, p. 171).

Water Companies.-An act for the incorporation of water companies, approved April 22, 1858 (Stats. 1858, p. 218); amended April 24, 1861 (Stats. 1861, p. 228).

Water Companies.-An act for the protection of water courpanies, approved May 18, 1861 (Stats. 1861, p. 533).

Yacht Clubs.-An act to authorize the incorporation of yacht clubs, approved February 15, 1870 (Stats. 1869-70, p. 71).

Section Cited.

S. V. W. W. v. Bryant, 52 Cal. 141; Estate of Eastman, 60 Cal. 310; Robinson v. S. P. Co., 105 Cal. 550, 552, 553, 38 Pac. 94, 722; Market St. Ry. Co. v. Hellman, 109 Cal. 579, 583, 42 Pac. 225; McGowan v. McDonald, 111 Cal. 65, 52 Am. St. Rep. 149, 43 Pac. 418; Murphy v. Pacific Bank, 119 Cal. 342, 51 Pac. 317; People v. Auburn ete. Turnpike Co., 122 Cal. 337, 55 Pac. 10.

Annotation.

Effect on Existing Corporations. This section preserves only "the laws under which such corporations were formed and exist," and not the whole body of laws enacted for the government and control

Corporation Laws—7

of the future acts and conduct of corporations; in such matter preexisting corporations are governed by the codes and subsequent stat. utes. (Market St. Ry. Co. v. Hellman, 109 Cal. 571, 42 Pac. 225. To same effect: McGowan v. McDonald, 111 Cal. 66, 52 Am. St. Rep. 154, 43 Pac. 418. But see Murphy v. Pacific Bank, 119 Cal. 342, 51 Pac. 317).

Held similarly with respect to the reincorporation act of 1858 (Stats. 1858, p. 218), that such statutes are permissive and not mandatory; and that it was not necessary that a corporation should reincorporate in order to become the recipient of the privileges and benefits intended by the act. (Heyneman v. Blake, 19 Cal. 579.)

The provisions of the Civil Code relating to corporations which do not affect and are not applicable to such corporations as were formed before the code took effect, and have not elected to continue their existence under it, are such only as relate to the formation anà existence of the corporations. And while the liability of the stockholder is a constituent element in the life of a corporation, and necessary to its existence, it is still only a burden imposed on the stockholder, and has otherwise nothing to do with the formation or existence of a corporation. (McGowan v. McDonald, 111 Cal. 66, 52 Am. St. Rep. 154, 43 Pac. 418.)

The interpretation given this section in Market St. Ry. v. Hellman, 109 Cal. 571, 42 Pac. 225, and McGowan v. McDonald, 111 Cal. 66, 52 Am. St. Rep. 154, 43 Pac. 418, is disapproved, and it is held that prior acts remain in force, so far as corporations theretofore formed are concerned, not only to sustain their existence, but also to fix their character, and define their powers, duties, obligations and liabilities, except so far as modified by inconsistent code provisions relating to such corporations, unless they should elect to come under the code provisions. (Murphy v. Pacific Bank, 119 Cal. 242, 51 Pac, 317.)

There has never been any question that, as to a corporation electing to continue its existence under the code, the former laws under which it was formed and existed, and which were applicable to it, were expressly repealed by section 288 of the Civil Code. (People v. Auburn etc. Turnpike Co., 122 Cal. 337, 55 Pac. 10.)

Conversely, all laws relating to corporations formed under them prior to the code were continued in force by this section, and this is true of the act of April 22, 1850. (Estate of Eastman, 60 Cal. 308; Murphy v. Pacific Bank, 119 Cal. 334, 51 Pac. 317.)

Transfer of Privileges Secured Prior to Code.- The fact that a railroad corporation has secured certain privileges due to its incorporation prior to the code, and is not subject to the code provisions, cannot inure to the benefit of a lessee of such corporation's road, which lessee is a corporation organized under the code, nor exempt such lessee from the obligations imposed upon it as a code corporation. (Robinson v. S. P. Co., 105 Cal. 526, 38 Pac. 94, 722.)

NAME OF INSTRUMENT CREATING CORPORATION.

Sec. 289, C. C. The instrument by which a private corporation is formed is called “Articles of Incorporation.”

Annotation.

Application. This provision applies to all corporations incorporated in this state, unless provision is otherwise made by special statute. (People ex rel. v. B. & P. O. of Elks, 128 Cal. 257, 60 Pac. 865.)

Articles as Evidence.- Existence of a corporation is proved by its articles of incorporation. (S. V. W. W. v. San Francisco, 22 Cal. 434.)

But articles of incorporation are not admissible to show who were the shareholders at time subsequent to the date of the articles. (Evans v. Bailey, 66 Cal. 112, 4 Pac. 1089.)

ARTICLES OF INCORPORATION, WHAT TO CONTAIN.

Sec. 290, C. C. Articles of incorporation must be prepared, setting forth:

1. The name of the incorporation. 2. The purpose for which it is formed. 3. The place where its principal business is to be transacted.

4. The term for which it is to exist, not exceeding fifty years.

5. The number of its directors or trustees, which shall not he less than five, and the names and residence of those who are appointed for the first year; provided, that the corporate powers, business, and property of corporations formed or to be iormed for the purpose of erecting and managing halls and buildings for the meetings and accommodation of several lodges or societies of any benevolent or charitable order or organization, and in connection therewith the leasing of stores and offices in such building or buildings for other purposes, may be conducted, exercised, and controlled by a board of not less than five or more than fifty directors, to be chosen from among the stockholders of such corporation, or from among the members of such order or organization; and provided, also, that at any time during the existence of corporations for profit, other than those of the character last hereinabove provided for, the number

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