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[Where filed.] In each and every case the certificate must be filed in the office of the clerk in the county or city and county where the original articles of incorporation of the corporation or corporations acting hereunder are filed and a certified copy thereof, certified by such clerk, shall be filed in the office of the secretary of state; and thereupon the capital stock shall be so increased or diminished, or the bonded indebtedness or consolidated bonded indebtedness shall be created or increased accordingly, and such certificate or certificates so filed shall be, when said certified copy or copies are so filed, conclusive proof of such increase or diminution of capital stock or such creation or increase of bonded or consolidated bonded indebtedness and the validity of each thereof.
[Publication of notices.] When the by-laws of a corporation prescribe the paper in which notices of meetings of directors or trustees or stockholders are to be published the notices of publication herein provided for shall be published in such paper, unless publication thereof shall have ceased.
History: Amended March 18, 1907, Stats. and Amdts. 1907, pp. 439-452.
§ 365. RESTORATION OF LOST RECORDS,
OF LOST RECORDS, CERTIFICATES OF STOCK, ETC. Whenever it shall appear that the minutes, records, seal, assessment book, stock journal, stock ledger, certificate book, certificate of stock or bonds or other papers or records of any corporation, municipal, quasi or otherwise, in this state, shall have been or shall hereafter be lost or destroyed by conflagration or other public calamity, such corporation, by a vote of its board of directors, or any stockholder or bondholder of such corporation, may petition the superior court of the county, or city and county, in which the principal place of business of such corporation is located, to restore such lost, destroyed, or injured minutes, records, seal, assessment book, stock journal, stock ledger, certificate book, certificate of stock or bonds or other papers or records. Such petition shall state the loss, destruction or injury to any such records or documents or certificates of stock or bonds, or other papers or records, or any part or portion thereof, giving the cause of such loss, injury or destruction.
[Petition filed with court.] On the filing of such petition, duly verified, said superior court shall make an order, fixing a time and place for the hearing of the same, and directing the clerk of the court to give notice of such a hearing by publication of a notice stating the time and place of the hearing of said petition and the purpose thereof, which time shall not be less than twenty-five nor more than thirty days from the completion of such publication.
[Publication of notice of hearing. ] Notice of such hearing shall be given by publication in some newspaper of general circulation, printed and published in such county, or city and county, where the principal place of business of said corporation is located, and if there be no such newspaper published in said 'county, or city and county, then in some adjoining county, to be desig. nated by the court or judge thereof, which publication shall be daily (except Sundays) for a period of at least three successive weeks. In case there is no daily newspaper published in either of said counties then such notice shall be published once a week for three successive weeks in a weekly newspaper published in such county.
[Service of notice.] A copy of said notice shall also be personally served apon all persons affected thereby residing in the state of California, whose place of residence or place of business is known to the corporation or any of its officers, if such person can be found within the state, which service may be made at any time during said period of publication. If the place of business or place of residence of any persons affected by said petition or proceeding is unknown to the corporation or any of its officers, within forty-eight hours after the filing of said petition, a copy of said notice shall be mailed to each of the persons affected by said petition or proceeding whose place of residence or place of business is unknown to said corporation or any of its officers, addressed to them, postage prepaid, at the county seat of the county, or county and city, where the place of business of said corporation is located. In addition to the notice by publication, the petitioner shall address a copy of said notice to each of the stockholders of said corporation, and also to each of the persons affected by said petition, whose names and places of residence or business are known to the corporation or any of its officers, at his place of business or residence, postage prepaid, which notice shall be mailed to such stockholders or persons within forty-eight hours after the filing of said petition.
[Proof required of publication and service of notice.] The court before proceeding to hear the case, shall require proof to be made that notice has been published and given as hereinbefore required and service of such notice personally if the same has been so served and if the saine has not been so served, an affidavit of the petitioner stating the reasons why such personal service has not been made, shall also be then filed.
[Jurisdiction of court Judgment and decree.] Upon the completion of said publication, said court shall have jurisdiction to inquire into and determine the loss, injury or destruction of such minutes, records, seal, assessment book, stock journal, stock ledger, certificate book, certificates of stock or bonds, or other papers and documents, and to fix and determine by its judgment or decree, the ownership of said certificates of stock or bonds and the persons entitled thereto, and to direct such corporation to restore its records, seal, assessment book, stock journal, stock ledger, certificate book, certificates of stock or bonds or any other paper or record so lost, injured or destroyed, and to issue new bonds or certificates of stock or other paper or document to any person or persons to whom the same may belong or who may be entitled thereto, as determined by the judgment of the court.
[Unknown owners—Sale of stock for delinquent assessments.] Any stock, bond or other paper, the ownership of which cannot be determined, shall be found by the court, by its judgment, to belong to unknown owners, and in all proceedings of such corporation, including proceedings for assessment of stock, and the collection of such assessment, and the payment of dividends, and notice of sale and sale for delinquent assessments, said stock or dividends shall be so designated as belonging to unknown owners, without giving the name of the owner thereof or the number of the certificate or series or issue.
History: Enacted June 18, 1906, Stats. and Amdts. 1906, pp. 84-86.
$ 384. CHAPTER AND ARTICLE MAY BE REPEALED. (REPEALED.] Section three hundred and eighty-four of the Civil Code is hereby repealed; provided however, that this shall not be deemed to repeal or otherwise affect section four hundred and four of said code; and provided further that no rights acquired under the provisions of said section three hundred and eightyfour shall be affected hereby, but the same shall be continued in force under the provisions of said section four hundred and four.
History: Repealed March 18, 1907, Stats. and Amdts. 1907, p. 578.
$ 401. EXTENSION OF CORPORATE EXISTENCE, HOW MADE. Every corporation heretofore or hereafter formed, and existing under the laws of this state, 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 the date of such extension. Such extension may be made at any meeting of the stockholders, or members, called by the directors expressly for considering the subject, if voted for by stockholders representing two thirds of the capital stock; or by two thirds of the members where there is no capital stock; or may be made upon the written assent of two thirds of the members or of stockholders representing two thirds of the capital stock.
[Certificate filed with county clerk and secretary of state.] A certificate of such vote or assent shall be signed and sworn to by the president and secretary and by a majority of the directors of the corporation, and filed in the office of the county clerk where the original articles of incorporation were filed, and a copy certified by such clerk shall be filed in the office of the secretary of state, and thereupon the term of existence of the corporation shall be extended for the period specified in such certificate. The fees for certifying such certificate and filing the same and the certified copy thereof, shall be the same as those prescribed by law for certifying and filing articles of incorporation in such cases.
[Franchises.] In no event shall such extension be construed to prolong or extend the duration of any franchise or privilege heretofore granted to any corporation or joint stock company by special legislative act, or by the municipal authorities of any county, city, city and county, town, or other political subdivision of this state, beyond the term fixed by the provisions of the act, ordinance or resolution conferring such privilege or franchise, or beyond the term fixed for the maximum period of existence of such corporation or joint stock company by laws in force and governing the formation and organization thereof at the time such corporation or joint stock company was formed or organized.
History: Amended March 18, 1907, Stats. and Amdts. 1907, p. 344.
$ 405. DESIGNATION OF PERSON ON WHOM PROCESS MAY BE SERVED. SERVICE ON SECRETARY OF STATE VALID, WHEN. Every corporation other than those created by or under the laws of this state must, at the time of filing the certified copy of its articles of incorporation, file in the office of the secretary of state a designation of some person residing within the state upon whom process issued by authority of or under any law of this state may be served. A copy of such designation, duly certified by the secre
tary of state, is sufficient evidence of such appointment. Such process may be served on the person so designated, or, in the event that no such person is designated, then on the secretary of state, and the service is a valid service on such corporation.
History: Amended March 18, 1907, Stats. and Amdts. 1907, p. 558.
FOREIGN CORPORATION MUST FILE CERTIFIED COPY OF ARTICLES OF INCORPORATION [IN OFFICE OF SECRETARY OF STATE). Every corporation organized under the laws of another state, territory, or of a foreign country, which is now doing business in this state, or is maintaining an office herein, or  which shall hereafter do business in this state or  maintain an office herein, or (5! which shall enter this state for the purpose of doing business herein, must file in the office of the secretary of state of the state of California a certified copy of its articles of incorporation, or  of its charter, or  of the statute or statutes, or  legislative, or executive, or governmental act or acts creating it, in cases where it has been created by charter, or statute, or legislative, or executive, or governmental act, duly certified by the secretary of state, or other officer authorized by the law of the jurisdiction under which such corporation is formed to certify such copy, and a certified copy thereof, duly certified by the secretary of state of this state, [a] in the office of the county clerk of the county where its principal place of business is located, and [b] also where such corporation owns property.
History: Amended March 18, 1907, Stats. and Amdts. 1907, p. 559.
$ 419. CERTAIN INSURANCE COMPANIES TO HAVE A CAPITAL STOCK OF TWO HUNDRED THOUSAND DOLLARS (repealed).
History: Repealed March 8, 1907, Stats and Amdts. 1907, p. 141.
Note: Incorporated in Article XVI, of Ch. III, Part III, Title I, of the
Political Code. See ante POL. C. $ 594. $ 420. CERTAIN INSURANCE COMPANIES TO HAVE A CAPITAL STOCK OF ONE HUNDRED THOUSAND DOLLARS (repealed).
History: Repealed March 8, 1907, Stats. and Amdts. 1907, p. 141.
AND ACCUMULATIONS OF CERTAIN CORPORATIONS_REPORT OF OFFICERS (repealed).
[Repeal.] Sec. 1. Section four hundred and twenty-one of the Civil Code, as approved March 3, 1905, is hereby repealed.
[Saving clause.] Sec. 2. Nothing herein contained shall be deemed to repeal any of the provisions of section four hundred and twenty-one of said code, as approved March 21, 1905, and any rights acquired under said section four hundred and twenty-one, as approved March 3, 1905, shall be preserved under the provisions of said section four hundred and twenty-one, as approved March 21, 1905.
History: Repeal enacted March 18, 1907, Stats. and Amdts. 1907, p. 597.
Note: The section 421 approved March 21, 1905, and which is retained, is numbered § 421[a] in cÝC. C. C. and amended March 22, 1907. See next paragraph.
§ 421[a]. INSURANCE CORPORATIONS, HOW CAPITAL MAY BE INVESTED. Companies organized under the laws of this state for the transaction of business in any kind of insurance, may invest their capital and accumulations in the following named securities :
1. [Securities in which may be invested.] In the purchase of, or loans upon interest-bearing bonds of the United States government.
2. 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.
3. In the purchase of, or loans upon interest-bearing bonds of any of the counties and incorporated cities and towns and duly organized school districts of any state or territory of the United States not in default for interest on such bonds.
4. In loans upon unencumbered real property, no loan to exceed sixty per cent of the market value of any piece of real estate to be taken as security.
5. [Title insurance companies.] Corporations engaged in the business of insuring titles to real estate may, after the investment of one hundred thousand dollars in the manner provided for in subdivisions one, two, three and four of this section, invest an amount not exceeding fifty per cent of their subscribed capital stock, in the preparation or purchase of the materials or plant necessary to enable them to engage in such business; and such material or plant shall be deemed an asset valued at the actual cost thereof, in all statements and proceedings required by law for the ascertainment and determination of the condition of such corporations.
6. [Fire, life, health, accident and marine insurance companies.] Companies organized for and engaged in the business of fire, life, health, accident and marine insurance, may, after the investment of two hundred thousand dollars, and companies duly formed or organized for the transaction of business in any other kind of insurance may, after the investment of one hundred thousand dollars, in the manner provided in subdivisions one, two, three and four of this section, invest the balance of their capital and any accumulations in the purchase of or loans upon the stock of any corporation (except mining companies) organized and carrying on business under the laws of the state of California which have at the time of investment a market value of not less than their paid-in value, and which are rated as first-class securities, or in interest-bearing bonds of any corporation of any state or territory of the United States not in default of interest; provided, that a two-thirds vote of all the directors of such corporations shall approve such investment. It shall be the duty of the officers of such corporation to report quarterly during the months of January, April, July and October of each year to the insurance commissioner a list of such investments so made by them, and the insurance commissioner may, if such investments, or any of them, seem injudicious to him, require the sale of the same. But no investment in the securities named in subdivisions one, two, three and six of this section must be made in an amount exceeding the market value of such securities, at the date of such investment.
7. Life insurance companies may loan upon their own policies provided that the amount so loaned upon each policy shall not exceed the reserve against said policy at the time said loan is made; provided further, that no policy loans whatever shall ever be used as security which may be deposited with the insur