Meetings of stockholders Directors. Power of. CHAP. CCCC.-An Act to amend an Act entitled an Act to provide for the incorporation of Railroad Companies and the management of the affairs thereof, and other matters relating thereto, approved May twentieth, eighteen hundred and sixty-one. [Approved April 27, 1863.] The People of the State of California, represented in Senate and SECTION 1. Section six of said Act is hereby amended so as to read as follows: Section 6. Meetings of stockholders may be called at any time during the interval between the annual meetings by the Directors, or by any number of stockholders owning not less than one third of the stock, by giving thirty days public notice of the time and place of the meetings, in the manner provided in the next preceding section for the annual meetings; and when any such meeting is called by the stockholders, the particular object of such meeting shall be stated in such notice, and no other business shall be transacted at such meeting, when so called by the stockholders as aforesaid, except such as shall be so stated in such notice; and if, at any such meeting thus called, a majority in value of the stockholders are not represented in person or by written proxy, such meeting shall be adjourned from day to day, not exceeding three days, without transacting any business, and if within said three days stockholders having at least a majority in interest of the stock do not attend and participate in such meeting, then the meeting shall be dissolved. In case the capital stock shall be ascertained to be greater or less than is necessary for completing, operating, and maintaining the road, then the capital stock may be reduced or increased, by a vote of the holders of a majority of the capital stock to the amount thus required. SEC. 2. Section nine of said Act is hereby amended so as to read as follows: Section 9. The Directors of any railroad company heretofore incorporated, or which may be incorporated hereafter, from and after its incorporation or organization in pursuance of the provisions of this Act, or of any law now in force in this State, shall, for and on behalf of such company, manage the affairs thereof, make and execute contracts, of whatsoever nature or kind, fully and completely to carry out the objects and purposes of such corporation, in such way and manner as they may think proper, and exercise generally the corporate powers of such company; and such Directors shall also have full power to make such by-laws as they may think proper, and alter the same, from time to time, for the transfer of the stock, and the management of the property and business of the company, of every description whatsoever, within the objects and purposes of such company, and for prescribing the duties of officers, artificers, and employés of said company, and for the appointment of all officers, and all else that by them may be deemed needful and proper, within the scope and power of said company; provided, that such bylaws shall not be inconsistent or in conflict with the laws of this State, or with the articles of association; provided, that such by-laws shall be approved by a majority of the stockholders, and shall not be inconsistent or in conflict with the laws of this State, or with the articles of association. SEC. 3. Section twelve of said Act is hereby amended so as to read as follows: deemed per Section 12. The stock of such company shall be deemed per- Stock to be sonal estate, and shall be transferable in the manner provided goal state. by the preceding section, and upon the books of the company, upon proper assignment and delivery to the assignee of the receipts for the instalments paid on such stock, or the certificates of stock when fully paid; but no shares shall be transferable until all previous calls or instalments thereon shall have been fully paid in, nor shall any transfer of the stock of such company be valid, except as between the parties by whom and to whom the same is transferred, unless at least twenty per cent has been paid thereon, and certificates issued therefor, until the same is approved by the Board of Directors. Any stockholder transfer- Transfer of. ring his shares of stock in manner aforesaid, and in compliance with the by-laws of the company, and the same being approved by the Board of Directors, as aforesaid, shall, from and after the date of such approval, cease to be a stockholder in such company, and shall not be liable to any future calls from the Directors, nor for any debts that may be contracted by said company thereafter. But this shall not release him from his proportion of debts and liabilities contracted by the company prior to his ceasing to be a stockholder; but each stockholder of such company shall only be individually liable to the creditors of such company for his proportion, that is to say, the proportion that the amount of stock by him held bears to the whole amount of the capital stock of such company, of all the debts and liabilities Liabilities of of the company contracted or incurred during the time that he stockholders was a stockholder, for the recovery of which joint or several actions may be prosecuted by such creditor; but no person holding stock as Executor, Administrator, Guardian, or Trustee, or holding it as collateral security, or in pledge, shall be personally liable or subject to any debt or liability as a stockholder of the company, but the person pledging the stock shall be considered as holding the same, and shall be liable as a stockholder accordingly, and the estate and funds in the hands of the Executor, Administrator, Guardian, or Trustee, shall be liable in like. manner and to the same extent as the testator or intestate, or the ward or person interested in the trust fund would have been if he had been living and competent to act and hold the stock in his own name; provided, that in no case shall judgment be rendered against an individual stockholder, or his private property be levied upon, for the payment of corporate debts while corporate property can be found with which to satisfy the same, and in no case only to the amount of such stockholder's proportion of liability, as before provided; but it will be sufficient proof that no corporate property can be found if an execution has issued on a judgment against the corporation, and a demand made thereon of some one of the last acting officers of the corporation, for property on which to levy, and he neglects or refuses to point out any such property, and the Assessments stockholders likewise so neglect or refuse, and the said execution is returned by the officer who holds the same for service to the Court from whom it was issued, indorsed in substance, "that no property belonging to said corporation can be found to levy upon sufficient to satisfy said execution, or any part thereof;" but if any stockholder of such corporation, in any stage of the cause, shall satisfy the Court, by affidavit or otherwise, of such property subject to levy, all proceedings against any individual stockholder shall be stayed until the property of the corporation can be levied upon and sold; the Court may subsequently render judgment and order execution against any or all of the individual stockholders for their proportion, that is to say, in proportion to the amount of stock held by each for any balance of the debts, and liabilities of such corporation which may be found due after exhausting the corporate property of such corporation, as before provided; when the private property of a stockholder is taken for a corporate debt, or he may otherwise pay or discharge the same, without levy and sale of his property, he may maintain an action against the corporation for indemnity, and against any of the stockholders for contribution. SEC. 4. Section thirteen of said Act is hereby amended so as to read as follows: Section 13. It shall be lawful for the Directors of such company to call in and demand from the stockholders the sums by them subscribed, in equal instalments, of not more than ten per cent per month, unless otherwise stipulated in the articles of subscription, at such times as they may deem proper. Notice of each assessment shall be given to the stockholders personally, or shall be published once a week, for at least four weeks, in a newspaper published at the place designated as the principal place of business of the corporation, or if none is published there, in some newspaper nearest to such place, which notice shall be substantially in the following form: "Notice is hereby given that an assessment of - dollars stockholders per share on the stock of Company is due and payable at the office of the company, in (and at such other places as the Directors may designate, naming them,) within thirty days from date. All shareholders are requested to make payment on or before that time, or such assessments will be promptly collected in the manner prescribed by law. Form of notice to case of default in payment. -, Secretary. Collection in If, after such notice shall have been given, any stockholder shall make default in the payment of the assessment upon the shares held by him, the same may be collected by suit in any Court of competent jurisdiction, in the name of the company, or so many of such shares may be sold as will be necessary for the payment of the assessment on all the shares held by him. The sale of said shares shall be made as prescribed in the bylaws of the company; provided, that no sale shall be made except at public auction, to the highest bidder; and at such sale the person who will agree to pay the assessment so due, together with the expenses of advertisement and the other expenses of sale, for the smallest number of whole shares, shall be deemed to be the highest bidder. All stockholders shall be liable to such sale, and to recovery by suit at law as aforesaid, for instalments due or required to be paid by such Directors as prescribed by this Act. Any railroad corporation organized under the Act to which this is amendatory, shall have the right to lease the whole or any portion of their road to any other corporation organized under this Act, or to grant to any such corporation the right to use in common any portion of their road. SEC. 5. Section twenty-three of said Act is hereby amended so as to read as follows: minors, by Probate missioners Section 23. If it shall become necessary, for any of the pur- Property of poses aforesaid, for such company to acquire any real estate, or idiots, etc. any right, title, or interest therein, which is the property of any infant, idiot, or insane person, the Guardian, Executor, or Administrator, as the case may be, may sell and convey the same to said company, but neither such sale nor conveyance shall be valid, for any purpose, until the same shall have been approved by the Judge of the proper Probate Court; and said Judge is Sales of, to hereby authorized to examine such deeds and conveyances, and be approved if he shall deem the same just and proper, he shall approve the Judge. same, and thereupon such conveyances shall have the same force and effect, for the purposes in this section mentioned, as if the same had been executed by persons competent to convey lands in their own names. Such company may acquire any real estate, or any right, title, interest, estate, or claim therein or thereto, necessary for the purposes of said company, as hereinbefore provided, by means of the special proceedings prescribed in this Act. SEC. 6. Section thirty of said Act is hereby amended so as to read as follows: Section 30. The said Commissioners shall proceed to view Duty of Comthe several tracts of land, as ordered by said Court or Judge, as to damand shall hear the allegations and proofs of said parties, and ages to land shall ascertain and assess the compensation for the land sought to be appropriated, to be paid by said company to the person or persons having or holding any right, title, or interest in or to each of the several tracts of land; and in ascertaining and assessing such compensation, they shall take into consideration and make allowance for any benefit or advantages that, in their opinion, will accrue to such person or persons by reason of the construction of the railroad as proposed by said company; and if the said railroad company shall, in their petition filed in said special proceedings, offer or agree to make good and sufficient fences on the line of their said railroad, or any portion thereof, or to make good and sufficient cattle guards where fences may cross said line of railroad, at such places and at such times as the same may be necessary, no sum or price for such fences shall be included in the compensation or damages to be awarded by said Commissioners; but such railroad company shall not be required to construct fences on the line of their railroad where the same passes through uninclosed tracts of land, nor until inclosures shall be made abutting upon the property of such company; and said Commissioners shall, on or before the time or times as ordered by said Court or Judge, file in the said Clerk's office their report, signed by them, setting forth their proceedings in the premises, and they may include all of said. owners. Defective titles. Rights of oompany. Proviso. tracts in one report, or they may make several reports, including one or more of said tracts of land, if the Court or Judge shall so order, or if they shall deem it proper. In case there are adverse or conflicting claims to the compensation assessed for any tract of land, or any right, title, or interest therein, thus sought to be appropriated, the parties thus asserting such claims. shall present the same, by petition, to the Court or Judge after the report of the Commissioners shall have been filed, and said Court or Judge shall proceed to hear and determine the same; and in such case said company may pay the amount of such compensation to the Clerk of said Court, to abide the order of the Court or Judge in said proceedings, and said company shall not be liable for any of the costs caused by the adjudication of such conflicting claims. SEC. 7. Section thirty-four of said Act is hereby amended so as to read as follows: Section 34. If the title attempted to be acquired by virtue of the provisions of this Act shall be found to be defective from any cause, such company may again institute proceedings to acquire the same, as in this Act prescribed; and at any stage of such new proceedings, or of any proceedings under this Act, the Court, or Judge in Chambers, may, by a rule or order in that behalf made, authorize such company, if already in possession, to continue in the use and possession; and if not in possession, to take possession of and use such premises during the pendency and until the final conclusion of such proceedings, and may stay all actions and proceedings against such company on account thereof; provided, such company shall pay a sufficient sum into Court, or give security, to be approved by such Court or Judge, to pay the compensation in that behalf when ascertained. SEC. 8. This Act shall take effect and be in force from and after its passage. Grand and CHAP. CCCCI.-An Act amendatory of and supplementary to an Act entitled an Act concerning Jurors in the City and County of San Francisco, approved May twentieth, eighteen hundred and sixty-one. [Approved April 27, 1863.] The People of the State of California, represented in Senate and SECTION 1. The first section of an Act entitled an Act concerning jurors in the City and County of San Francisco, approved May twentieth, eighteen hundred and sixty-one, is hereby amended so as to read as follows: Section 1. The Board of Supervisors of the City and County trial jurors. of San Francisco shall annually, in the month of January, by an order, to be entered on its minutes, determine the number of persons to be returned from said city and county for grand jurors and for trial jurors, and apportion the same among the several districts in said city and county, as in this Act provided; and at |