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upon which this assessment shall remain unpaid on the day fixed) will be delinquent and advertised for sale at public auction, and, unless payment is made before, will be sold on the (day appointed], to pay the delinquent assessment, together with costs of advertising and expenses of sale.
[Signature of secretary, with location of office.] SEC. 336. The notice must be published once each week for four successive weeks, in some daily or weekly paper published at the place designated in the articles of incorporation as the principal place of business, and also in some paper published in the county in which the works of the corporation are situated, if a paper is published therein. If the works of the corporation are not situated within some state or territory of the United States, then publication in a paper of the place where situated is not necessary. If there is no newspaper published at the place designated as the principal place of business of the corporation, then the publication must be made in the newspaper published in an adjoining county. The notice may be served by delivering a copy thereof, certified by the secretary, to each stockholder personally; and in case of such service upon all the stoekholders of the corporation, no notice by publication is necessary, but such personal notice is sufficient.
SEC. 337. If any portion of the assessment mentioned in the notice remains unpaid on the day specified therein for declaring the stock delinquent, the secretary must, unless otherwise ordered by the board of directors, cause to be published in the same papers in which the notice hereinbefore provided for shall have been published, a notice substantially in the following form:
[Name in full. Location of principal place of business.]
NOTICE.—There is delinquent upon the following described stock, on account of assessment levied on the [date] (and assessments levied previous thereto, if any), the several amounts set opposite the names of the respective shareholders, as follows: Names, number of certificate, number of shares, amount. And in accordance with law (and an order of the board of directors, made on the date), if any such order shall have been made), so many shares of each parcel of such stock as may be necessary will be sold, at the (particular place], on the [date], at [the hour] of such day, to pay delinquent assessments thereon, together with costs of advertising and expenses of the sale.
Name of secretary, with location of office. SEC. 338. The notice must specify every certificate of stock, the number of shares it represents, and the amount due thereon, except where certificates may not have been issued to parties entitled thereto, in which case the number of shares and amount due thereon, together with the fact that the certificates for such shares have not been issued, must be stated.
SEC. 339. The notice, when published in a daily paper, must be published for ten days, excluding Sundays and holidays, previous to the day of sale. When published in a weekly paper, it must be published in each issue for two weeks previous to the day of sale. The first publication of all delinquent sales must be at least fifteen days prior to the day of sale.
SEC. 340. By the publication of the notice, the corporation acquires jurisdiction to sell and convey a perfect title to all of the stock described in the notice of sale upon which any portion of the assessment or costs of advertising remains unpaid at the hour appointed for the sale, but must sell no more of such stock than is necessary to pay the assessments due and costs of sale.
SEC. 241. On the day, at the place, and at the time appointed in the notice of sale, the secretary must, unless otherwise ordered by the directors, sell or cause to be sold at public auction, to the highest bidder for cash, so many shares of each parcel of the described stock as may be necessary to pay the assessment and charges thereon, according to the terms of sale; if payment is made before the time fixed for sale, the party paying is only required to pay the actual costs of advertising in addition to the assessment.
SEC. 342. The person offering at such sale to pay the assessment and costs for the smallest number of shares or fraction of a share is the highest bidder, and the stock purchased must be transferred to him on the stock-books of the corporation, on payment of the assessment and costs.
SEC. 343. If, at the sale of stock, no bidder offers the amount of the assessments and costs and charges due, the same may be bid in and purchased by the corporátion, through the secretary, president, or any director thereof, at the amount of the assessments, costs, and charges due; and the amount of the assessments, costs, and charges must be credited as paid in full on the books of the corporation, and entry of the transfer of the stock to the corporation must be made on the books thereof. While the stock remains the property of the corporation it is not assessable, nor must any dividends be declared thereon; but all assessments and dividends must be apportioned upon the stock held by the stockholders of the corporation.
SEC. 344. All purchases of its own stock made by any corporation vest the legal title to the same in the corporation; and the stock so purchased is held subject to the control of the stockholders, who may make such disposition of the same as they deem fit, in accordance with the by-laws of the corporation or vote of a majority of all the remaining shares. Whenever any portion of the capital stock of a corporation is held by the corporation by purchase, a majority of the remaining shares is a majority of the stock for all purposes of election or voting on any question at a stockholders' meeting.
SEC. 345. The date fixed in any notice of assessment or notice of delinquent sale, published according to the
provisions hereof, may be extended from time to time for not more than thirty days, by order of the directors entered on the records of the corporation; but no order extending the time for the performance of any act specified in any notice is effectual unless notice of such extension or postponement is appended to and published with the notice to which the order relates.
SEC. 346. No assessment is invalidated by a failure to make publication of the notices hereinbefore provided for, nor by the non-performance of any act required in order to enforce the payment of the same; but in case of any substantial error or omission in the course of proceedings for collection, all previous proceedings, except the levying of the assessment, are void, and publication must be begun anew.
SEC. 347. No action must be sustained to recover stock sold for delinquent assessments, upon the ground of irregularity in the assessment, irregularity or defect of the notice of sale, or defect or irregularity in the sale, unless the party seeking to maintain such action first pays or tenders to the corporation, or the party holding the stock sold, the sum for which the same was sold, together with all subsequent assessments which may have been paid thereon and interest on such sums from the time they were paid; and no such action must be sustained unless the same is commenced by the filing of a complaint and the issuing of a summons thereon within six months after such sale was made.
SEC. 348. The publication of notices required by this article may be proved by the affidavit of the printer, foreman, or principal clerk of the paper in which the same was published; and the affidavit of the secretary or auctioneer is primary evidence of the time and place of sale, of the quantity and particular description of the stock sold, and to whom and for what price, and of the fact of the purchase money being paid. The affidavits must be filed in the office of the corporation, and copies of the same, certified by the secretary thereof, are primary evidence of the facts therein stated. Certificates signed by the secretary and under the seal of the corporation are primary evidence of the contents thereof.
SEC. 349. On the day specified for declaring the stock delinquent, or at any time subsequent thereto and before the sale of the delinquent stock, the board of directors may elect to waive further proceedings under this chapter for the collection of delinquent assessments, or any part or portion thereof, and may elect to proceed by action to recover the amount of the assessment and the costs and expenses already incurred, or any part or portion thereof.
CHAP. III.- CORPORATE POWERS.
ART. I.-General powers.
ART. I.--General powers.
358. Corporation to organize within one year. 355. Limitation of powers.
359. Increasing and diminishing capital stock, how. 356. Banking expressly prohibited.
360. Corporations may acquire real property, and how much, 357. Misnomer does not invalidate instrument. SECTION 354. Every corporation, as such, has power: 1. Of succession, by its corporate name, for the period limited; and when no period is limited, perpetually; 2. To sue and be sued, in any court; 3. To make and use a common seal, and alter the same at pleasure;
4. To purchase, hold, and convey such real and personal estate as the purposes of the corporation may require, not exceeding the amount limited in this part;
5. To appoint such subordinate officers or agents as the business of the corporation may require, and to allow them suitable compensation;
6. To make by-laws, not inconsistent with any existing law, for the management of its property, the regulation of its affairs, and for the transfer of its stock;
7. To admit stockholders or members, and to sell their stock or shares for the payment of assessments or installments;
8. To enter into any obligations or contracts essential to the transaction of its ordinary affairs, or for the purposes of the corporation.
SEC. 355. In addition to the powers enumerated in the preceding section, and to those expressly given in that title of this part under which it is incorporated, no corporation shall possess or exercise any corporate powers except such as are necessary to the exercise of the powers so enumerated and given.
SEC. 356. Nor corporation shall create or issue bills, notes, or other evidences of debt, upon loans or otherwise, for circulation as money.
SEC. 357. The misnomer of a corporation in any written instrument does not invalidate the instrument, if it can be reasonably ascertained from it what corporation is intended.
SEC. 358. If a corporation does not organize and commence the transaction of its business or the construction of its works within one year from the date of its incorporation, its corporate powers cease. The due incorporation of any company, claiming in good faith to be a corporation under this part, and doing business as such, or its right to exercise corporate powers, shall not be inquired into, collaterally, in any private suit to which such de facto corporation may be a party; but such inquiry may be had at the suit of the state on information of the attorneygeneral.
SEC. 359. Every corporation may increase or diminish its capital stock as in this section provided :
1. By a majority vote of the directors there may be called a meeting of the stockholders, to be convened for the purpose of increasing or of diminishing the capital stock.
2. Personal notice of the time and place of such meeting, and the object thereof, must be served on each stockholder resident in this state; or, in lieu thereof, the notice must be published in every issue of a newspaper published in the county where the principal place of business is located, for four weeks successively.
3. The notice must also contain the amount to which it is proposed to increase or diminish the capital stock.
4. The capital stock must in no case be diminished to an amount less than the indebtedness of the corporation or the estimated cost of the works which it may be the object or purpose of the corporation to construct.
5. At least four-fifths of all the capital stock must be represented at such meeting, and at least two-thirds of the entire capital stock must vote in favor of such increase or diminution before the same is effected.
6. A certificate, signed and verified by the chairman and secretary of the meeting, must be made, showing a strict compliance with all the requirements of this section, the amount to which the capital stock has been increased or diminished, the amount of stock (and by whom held) represented at the meeting, the vote by which the object was accomplished, the amount of capital stock actually paid in, and the amount of all debts and liabilities of the corporation, and how secured.
7. This certificate must be subscribed by a majority of the directors and duplicates made, one to be filed in the office of the county clerk and one in the office of the secretary of state, as provided for original articles of incorporation, and thereupon the capital stock is so increased or diminished.
SEC. 360. No corporation shall acquire or hold any more real estate than may be absolutely necessary for the use of the business conducted or the construction of their works, except as specially provided. A corporation organized for any purpose specified in subdivisions 3, 4, 5, 7, 8, and 15 of section 286 may acquire real property as provided in Title VII, Part III, Code of Civil Procedure, when needed for the uses and purposes therein mentioned.
378. Other records to be kept by corporations for profit, and others. SECTION 377. All corporations for profit are required to keep a record of all their business transactions; a journal of all meetings of their directors, members, or stockholders, with the time and place of holding the same, whether regular or special, and if special, its object, how authorized, and the notice thereof given. The record must embrace every act done or ordered to be done; who were present, and who absent; and, if requested by any director, member, or stockholder, the time shall be noted when he entered the meeting or obtained leave of absence therefrom. Ona similar request, the ayes and noes must be taken on any proposition, and a record thereof made. On similar request, the protest of any director, member, or stockholder to any action or proposed action must be entered in full; all such records to be open to the inspection of any director, member, stockholder, or creditor of the corporation.
SEC. 378. In addition to the records required to be kept by the preceding section, corporations for profit must keep a book, to be known as the " stock and transfer book", in which must be kept a record of all stock; the names of the stockholders or members, alphabetically arranged ; installments paid or unpaid; assessments levied and paid or unpaid ; a statement of every alienation, sale, or transfer of stock made, the date thereof, and by and to whom; and all such other records as the by-laws prescribe. Corporations for religious and benevolent purposes must provide in their by-laws for such records to be kept as may be necessary. Such stock and transfer book must be kept open to the inspection of any stockholder, member, or creditor.
ART. III.--Examination of corporations, etc.
Sec. 382. Examination into affairs of corporation, how made by officers 383. Examination made by the legislature. of state.
384. Chapter and article may be repealed. SECTION 382. The attorney-general or district attorney, whenever and as often as required by the governor, must examine into the affairs and condition of any corporation in this state, and report such examination, in writing, together with a detailed statement of facts, to the governor, who must lay the same before the legislature; and for that purpose the attorney-general or district attorney may administer all necessary oaths to the directors and officers of any corporation, and may examine them on oath in relation to the affairs and condition thereof, and may examine the books, papers, and documents belonging to such corporation, or appertaining to its affairs and condition.
SEC. 383. The legislature, or either branch thereof, may examine into the affairs and condition of any corporation in this state at all times; and, for that purpose, any committee appointed by the legislature, or either branch thereof, may administer all necessary oaths to the directors, officers, and stockholders of such corporation, and may examine them on oath in relation to the affairs and condition thereof; and may examine the safes, books, papers, and documents belonging to such corporation, or pertaining to its affairs and condition, and compel the production of all keys, books, papers, and documents by summary process, to be issued on application to any court of record or any judge thereof, under such rules and regulations as the court may prescribe.
SEC. 384. The legislature may at any time amend or repeal this part, or any title, chapter, article, or section thereof, and dissolve all corporations created thereunder; but such amendment or repeal does not, nor does the dissolution of any such corporation, take away or impair any remedy given against any such corporation, its stockholders or officers, for any liability which has been previously incurred.
ART. IV.-Judgment against and sale of corporate property.
392. Redemption of franchise. 390. Purchaser may recover penalties, etc.
393. When proceedings under execution may be held. SECTION 388. For the satisfaction of any judgment against a corporation organized for profit, its franchise and all the rights and privileges thereof may be levied upon and sold under execution, in the same manner and with like effect as any other property.
SEC. 389. The purchaser at the sale must receive a certificate of purchase of the franchise, and be immediately let into the possession of all property necessary for the exercise of the powers and the receipt of the proceeds thereof, and must thereafter conduct the business of such corporation, with all its powers and privileges, and subject to all its liabilities, until the redemption of the same, as hereinafter provided.
SEC. 390. The purchaser or his assignee is entitled to recover any penalties imposed by law and recoverable by the corporation for an injury to the franchise or property thereof, or for any damages or other cause, occurring during the time he holds the same, and may use the name of the corporation for the purpose of any action necessary to recover the same. A recovery for damages or any penalties thus had is a bar to any subsequent action by or on behalf of the corporation for the same.
SEC. 391. The corporation whose franchise is sold, as in this article provided, in all other respects retains the same powers, is bound to the discharge of the same duties, and is liable to the same penalties and forfeitures as before such sale.
SEC. 392. The corporation may, at any time within one year after such sale, redeem the franchise by paying or tendering to the purchaser thereof the sum paid therefor, with ten per cent. interest thereon, but without any allowance for the toll which he may in the mean time have received; and upon such payment or tender the franchise and all the rights and privileges thereof revert and belong to the corporation, as if no such sale had been made.
SEC. 393. The levy and sale of any franchise under execution may be had in any county in which the president or any director, the treasurer, or the secretary of the corporation may reside, or in which the corporation has its principal place of business.
CHAP. IV.-EXTENSION AND DISSOLUTION OF CORPORATIONS. Sec.
Sec. 399. Proceedings to disincorporate.
402. How corporations may continue their existenco. 400. On dissolution, directors to be trustees for creditors.
403. Title I to apply to all corporations, with certain exceptions. 401. Any corporation may extend its corporate existence, how.
SECTION 399. The dissolution of corporations is provided for:
SEC. 400. Unless other persons are appointed by the court, the directors or managers of the affairs of such corporation at the time of its dissolution are trustees of the creditors and stockholders or members of the corporation dissolved, and have full power to settle the affairs of the corporation.
SEC. 401. Every corporation heretofore formed, for any purpose enumerated in this title for which corporations may be formed, for a period of time less than fifty years, may, at any time prior to the expiration of the term of its corporate existence, extend such term to a period not exceeding fifty years from its formation. Such extension must be made at a meeting of the stockholders or members, after such order of the directors and notice thereof,
with such amount of capital stock or number of members represented, and such affirmative vote thereof, as required herein for the increase or diminution of the capital stock, and filing a certificate thereof in the same offices where their articles of incorporation are filed.
SEC. 402. All corporations may continue their existence for an additional period, not exceeding fifty years, by filing a certificate verified by the affidavit of the president and secretary, setting forth that, at a meeting of four-fifths of the members or stock, and on a two-thirds vote thereof, it was determined to continue such corporation for such additional length of time; the meeting of the stockholders or members to be had after notice thereof, published for four weeks in some newspaper in the county where the principal office of the corporation is located, giving the time and place of meeting; or, in lieu thereof, personal notice of such time and place of meeting may be served on all stockholders or members resident in this state-the notice to specify the object of the meeting and the length of time for which it is proposed to continue the corporation.
SEC. 403. The provisions of this title are applicable to every corporation, unless such corporation is excepted from its operation, or unless a special provision is made in relation thereto inconsistent with some provision in this title, in which case the special provision prevails.
AN ACT in relation to foreign corporations. (Approved April 1, 1872; Civil Code, p. 91.) SECTION 1. Every corporation heretofore created by the laws of any other state and doing business in this state shall, within one hundred and twenty days after the passage of this act, and any corporation hereafter created and doing business in this state, within sixty days from the time of commencing to do business in this state, designate some person residing in the county in which the principal place of business of said corporation in this state is, upon whom process issued by authority of or under any law of this state may be served, and within the time aforesaid shall file such designation in the office of the secretary of state; and a copy of such designation, duly certified by said officer, shall be evidence of such appointment; and it shall be lawful to serve on such person so designated any process issued as aforesaid. Such service shall be made on such person in such manner as shall be prescribed in case of service required to be made on foreign corporations, and such service shall be deemed to be a valid service thereof.
SEC. 2. Every corporation created by the laws of any other state which shall fail to comply with the provisions of the first section of this statute shall be denied the benefit of the statutes of this state limiting the time for the commencement of civil actions.
SEC. 3. Every corporation created by the laws of any other state which shall comply with the provisions of the first section of this statute shall be entitled to the benefit of the statutes of this state limiting the time for the commencement of civil actions.
TITLE XI.-MINING CORPORATIONS.
Sec. 584. Removal of the principal office provided for.
586. Transfer agencies. 565. Directors to file certificates of proceedings in offices of county 587. Stock issued at transfer agencies.
clerks and secretary of state.
SECTION 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.
SEC. 585. When the publication provided for in the preceding section has been completed, 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.
SEC. 586. 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 by-laws, is valid and binding as fully and effectually for all purposes as if made upon the books of such corporation at its principal office within this state. The agencies must be governed by the by-laws and the directors of the corporation.
NOTE. --Stats. 1863–64, p. 429, secs. 1, 3.