in the office of the Secretary of State, duly certified by such Secretary of State, in the office of the County Clerk of the county in which such property is situated, within sixty days after such purchase or location is made. Every corporation now in existence, whether formed under provisions of this Code or not, must, within ninety days after the passage of this section, file such certified copy of the copy of its articles of incorporation in the office of the County Clerk of every county in this State in which it holds any property, and if any such corporation hereafter acquires any property in a county other than that in which it now holds property, it must, within ninety days thereafter, file with the Clerk of such county such certified copy of the copy of its articles of incorporation. The copies so filed with the several County Clerks, and certified copies thereof, shall have the same force and effect in evidence as would the originals. Any corporation failing to comply with the provisions of this section shall not maintain or defend any action or proceeding in relation to such property, its rents, issues, or profits. Any corporation which has not heretofore filed a certified copy of the certificate of its articles of incorporation may avail itself of the provisions of this Act with the same effect as if it had filed such certified copy of such certificate; provided, that this Act shall not affect any pending litigation, or any suit now pending in Court. CHAP. CCCCLII.-An Act to add a new section to the Civil Code, relating to corporations. [Approved March 29, 1878.] The People of the State of California, represented in Senate and corporations. SECTION 1. A new section is hereby added to the Civil Code, to be known as section three hundred, to read as follows: 300. Every corporation that has been or may be created Capital stock under the general laws of this State, doing a banking busi- of banking ness therein, and which has no capital stock, may elect to have a capital stock, and may issue certificates of stock therefor, in the same manner as corporations formed under the provisions of Chapter One, Article One, of the Civil Code, relating to the formation of corporations; provided, that no such corporation shall use or convert any moneys or funds theretofore belonging to it, or under its control, into capital stock; but such funds or moneys must be held and managed only for the purposes and in the manner for which they were created. Before such change is made, a majority of the members of such corporation present at a meeting called for the purpose of considering the proposition whether it is best to have a capital stock, its amount, and the number of shares into which it shall be divided, must vote in favor of having a capital stock, fix the amount thereof, and the number of shares into which it shall be divided. Notice of the time and place of holding such meeting, and its object, must be given by the President of such corporation, by publication in some newspaper printed and published in the county, or city and county, in which the principal place of business of the corporation is situated, at least once a week for three successive weeks prior to the holding of the meeting. A copy of the proceedings of this meeting, giving the number of persons present, the votes taken, the notice calling the meeting, the proof of its publication, the amount of capital actually subscribed, and by whom, all duly certified by the President and Secretary of the corporation, must be filed in the offices of the Secretary of State and Clerk of the county where the articles of incorporation are filed. Thereafter such corporation is possessed of all the rights and powers, and is subject to all the obligations, restrictions, and limitations, as if it had been originally created with a capital Dividends. stock; and provided further, that no bank in this State shall ever pay any dividend upon so called guaranty notes, nor upon any stock, except upon the amount actually paid in money into said capital upon such stock, and any payment made in violation of this provision shall render all officers and Directors consenting to the same jointly and severally liable to the depositors to the extent thereof. Elections; how conducted. CHAP. XLV.—An Act to amend section three hundred and seven of the Civil Code, in relation to corporations. [Approved February 1, 1878.] The People of the State of California, represented in Senate and SECTION 1. Section three hundred and seven (307) of the Civil Code of this State is hereby amended so as to read as follows: 307. All elections must be by ballot, and every stockholder shall have the right to vote in person or by proxy the number of shares standing in his name, as provided in section three hundred and twelve of this Code, for as many persons as there are Directors to be elected, or to cumulate said shares and give one candidate as many votes as the number of Directors multiplied by the number of his shares of stock shall equal, or to distribute them on the same principle among as many candidates as he shall think fit. In corporations having no capital stock, each member of the corporation may cast as many votes for one Director as there are Directors to be elected, or may distribute the same among any or all of the candidates. In either case, the Directors receiving the highest number of votes shall be declared elected. CHAP. DCXXXIX.-An Act to amend sections three hundred and twelve and three hundred and fifteen of the Civil Code, relative to the election of Directors of corporations. [Approved April 1, 1878.] The People of the State of California, represented in Senate and SECTION 1. Section three hundred and twelve of said Code is hereby amended so as to read as follows: be repre 312. At all elections, or votes had for any purpose, there Majority of must be a majority of the subscribed capital stock, or of the stock must members, represented either in person or by proxy in writ- sented. ing. Every person acting therein (in person, or by proxy, or representative) must be a member thereof, or a bona fide stockholder, having stock in his own name on the stock books of the corporation at least ten days prior to the election. Any vote or election had other than in accordance with the provisions of this Article is voidable at the instance of absent (or any) stockholders or members, and may be set aside by petition to the District Court of the county where the same is held. Any regular or called meeting of the stockholders or members may adjourn from day to day, or from time to time, if, for any reason, there is not present a majority of the subscribed stock or members, or no election had, such adjournment and the reasons therefor being recorded in the journal of proceedings of the Board of Directors. SEC. 2. Section three hundred and fifteen of said Code is hereby amended so as to read as follows: and proceed tions. 315. Upon the application of any person, or body corpo- Complaints rate, aggrieved by any election held by any corporate body, ings regardthe District Court of the district in which such election is ing elec held must proceed forthwith to hear the allegations and proofs of the parties, or otherwise inquire into the matters of complaint, and thereupon confirm the election, order a new one, or direct such other relief in the premises as accords with right and justice. Upon filing the petition, and before any further proceedings are had under this section, five days' notice of the hearing must be given, under the direction of the Court, or the Judge thereof, to the adverse party, or those to be affected thereby. SEC. 3. This Act shall take effect from and after its passage. Certain insurance companies to have a capital stock of at least thousand dollars. CHAP. DCV.-An Act to amend the Civil Code, relative to insurance. [Approved April 1, 1878.] The People of the State of California, represented in Senate and SECTION 1. Section four hundred and nineteen of the 419. 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 two hundred 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 re-insurance of all outstanding risks, as provided in section six hundred and two of the Political Code of this State. Nor must any person, corporation, or association, organized or formed under the laws of any other State or country as a mutual insurance company, transact any such insurance business in this State unless such person, corporation, or association possesses available cash assets equal to at least two hundred thousand dollars over and above all liabilities for losses reported, expenses, taxes, and re-insurance of all outstanding risks, as provided in said section six hundred and two of the Political Code of this State. Certain insurance companies to have cap ital stock of at least one hundred thousand dollars. SEC. 2. The following is added as a new section to said Code, to be known as section four hundred and twenty: 420. Every company, corporation, or association, hereafter formed or organized under the laws of this State, for the transaction of business in any kind of insurance not enumerated in section four hundred and nineteen of the Civil Code, must have a subscribed capital stock equal to at least one hundred thousand dollars, which must be paid in at the times and in the manner prescribed for the payment of the capital stock of a corporation organized under section four hundred and nineteen of said Civil Code. No company, corporation, or association, formed or organized under the laws of any other State or country as a stock company, must transact any such insurance business in this State without a paid-up capital stock of not less than one hundred thousand dollars, in available cash assets, over and above all liabilities for losses reported, expenses, taxes, and re-insurance of all outstanding risks, as provided in section six hundred and two of the Political Code of this State. Nor must any company, corporation, or association, formed or organized under the laws of any other State or country as a mutual insurance company, transact any such insurance business in this State, unless such company, corporation, or association possesses available cash assets equal to at least one hundred thousand dollars over and above all liabilities for losses reported, expenses, taxes, and re-insurance of all outstanding risks, as provided in said section six hundred and two of the Political Code of this State. SEC. 3. Section four hundred and twenty-seven of the Civil Code is amended to read as follows: how. 427. Corporations hereafter organized under the laws of Funds may this State for the transaction of business in any kind of be invested insurance, may invest their capital and accumulations in the following named securities: One-In the purchase of, or loans upon, interest bearing bonds of the United States Government. Two-In the purchase of, or loans upon, interest bearing bonds of any of the States of the United States not in default for interest on such bonds. Three-In the purchase of, or loans upon, interest bearing bonds of any of the countries and incorporated cities and towns of the State of California not in default for interest on such bonds. Four-In loans upon unincumbered real property, or upon merchandise in warehouse, worth at least one hundred per cent. more than the amount loaned. But no investment in the securities named in subdivisions one, two, and three, of this section, must be made in amount exceeding the par value of such securities, nor exceeding their market value. SEC. 4. Section four hundred and twenty-nine of said Code is amended to read as follows: before 429. No corporation, formed hereafter under the laws of Amounts to this State and transacting fire, marine, inland navigation be reserved insurance business, or insurance provided for by section four making hundred and twenty of this Code, must make any dividends, except from profits remaining on hand after retaining unimpaired One-The entire subscribed capital stock. Two-All the premiums received or receivable on outstanding marine or inland risks, except marine time risks. Three-A fund equal to one-half of the amount of all premiums on all other risks not terminated at the time of making such dividend. dividends. Four-A sum sufficient to pay all losses reported, or in course of settlement, and all liabilities for expenses and taxes. SEC. 5. The following is added as a new section to said Code, to be known as section four hundred and thirty-one: 431. No corporation, formed under the laws of this State, Same. and transacting life insurance business, must make any dividends, except from profits remaining on hand after retaining unimpaired One-The entire capital stock. Two-A sum sufficient to pay all losses reported, or in course of settlement, and all liabilities for expenses and taxes. |