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thorize the court to take upon itself the power to settle the affairs, or to appoint & receiver for that purpose, except in accordance with section 365 of the Code of Civil Procedure on the application of any creditor of the corporation, or of any stockholder or member thereof. (State Investment etc. Co. v. Superior Court, 101 Cal. 135, 35 Pac. 549.)
Receiver.-It is at option of creditor or stockholder to have receiver of dissolved corporation appointed, in a suit brought for that purpose, provided facts can be alleged showing that a receiver is necessary, but if directors are sued and brought into court without cause, even by a creditor or stockholder, they may recover costs. (Havemeyer v. Superior Court, 84 Cal. 327, 18 Am. St. Rep. 192, 24 Pac. 121.)
See sec. 565, C. C. P.
Bank Commissioners' Act.- The bank commissioners' act (Stats. 1877-78, p. 740; Stats. 1903, p. 365) supersedes the provisions of this section and of section 565 of the Code of Civil Procedure, and that class of corporations is to be controlled in dissolution and insolvency by the provisions of these acts. (People v. Superior Court, 100 Cal. 119, 34 Pac. 492.)
EXTENSION OF TERM.
Sec. 401, C. C. Every corporation formed for a period 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 may be made at any meeting of the stockholders or members, called by the directors expressly for considering the subject if voted by stockholders representing two-thirds of the capital stock; or by two-thirds of the members, or may be made upon the written assent of that number of stockholders or members. A certificate of the proceedings of the meeting upon such vote, or upon such assent, shall be signed by the chairman and secretary of the meeting and a majority of the directors, and be filed in the office of the county clerk, where the original articles of incorporation were filed, and a certified copy thereof in the office of the Secretary of State, and thereupon the term of the corporation shall be extended for the specified period. En. March 21, 1872. Amd. 1873-74, 209.
The following is the original section: “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 nreeting 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.”
Market St. Ry. Co. v. Hellman, 109 Cal. 582, 42 Pac. 225; People v. Auburn etc. Turnpike Co., 122 Cal. 339, 55 Pac. 10.
Construction of the Section. That this section was intended to apply to existing corporations goes without saying. It should be construed in connection with section 288 of the same code. (Market St. Ry. v. Hellman, 109 Cal. 582, 42 Pac. 225.)
Corporations Organized Prior to Code.- Corporation organized prior to code, having continued its existence under the code, becomes code corporation, and may extend term of its existence in conformity with code, beyond original period of its existence. Whether a corporation may avail itself of the provisions of this section without electing to come under the provisions of the code not decided. (People v. Pfister, 57 Cal. 532, Ross, J., dissenting. To same effect: People v. Turnpike Co., 122 Cal. 339, 55 Pac. 10.)
HOW CORPORATIONS MAY CONTINUE THEIR EXISTENCE.
(REPEALED.) Sec. 402, C. C. En. March 21, 1872. Rep. 1873-74, 209.
The following is the repealed section: “Sec. 402. All corporations uray 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 fourfifths 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 news. paper 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.”
The substance of this section was incorporated in section 401, Civil Code, by the amendment to that section of 1874 (Stats. 1873-74, p. 209). Further necessity for the existence of this section was thereby obviated.
People v. Auburn etc. Turnpike Co., 122 Cal. 336, 339, 55 Pac. 10.
The repealed section as originally adopted was part of a system comprehended within the provisions of sections 287, 401, and 402, Civil Code, for continuing the existence of corporations organized for a period of less than fifty years for the full time. The extension of the corporate existence in accordance with the provisions of these sections is designed to preserve and admit of the enjoyment of corporate property, rights and privileges. (People v. Auburn Turnpike Co., 122 Cal. 339, 55 Pac. 10.)
TITLE I TO APPLY TO ALL CORPORATIONS, WITH CERTAIN
EXCEPTIONS. Sec. 403, C. C. 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. En. March 21, 1872.
Market St. Ry. v. Hellman, 109 Cal. 583, 42 Pac. 225; People v. Auburn etc. Turnpike Co., 122 Cal. 339, 55 Pac. 10.
Application of Sections.—This section makes sections 283 to 403 of this code, both inclusive, expressly applicable to “every corporation” not within the enumerated exceptions. With respect to corporations formed prior to the codes, which have not elected to come under the code provisions, this section makes provisions nevertheless applicable, except as to the law of their formation and existence. In all matters relating to future conduct existing cor
porations are governed by the same laws as those formed subsequent to the adoption of the code and for like purposes. (Market St. Ry. Co. v. Hellman, 109 Cal. 583, 42 Pac. 225.)
This section also has the effect of making the code provisions referred to applicable to quasi public corporations as well as to private companies. (People v. Auburn etc. Turnpike Co., 122 Cal. 339, 55 Pac. 10.)
INSURANCE CORPORATIONS. Chapter I. General Provisions, $$ 414-420.
II. Fire, Marine and Title Insurance Corporations, $8 424
432. III. Mutual Life, Health, and Accident Insurance Corpora.
tions, $$ 437-452.
§ 414. Subscriptions to capital stock opened, and how collected.
417. Dividends, of what and when declared.
419. Capital to be at least two hundred thousand dollars. § 420. Exception, capital of one hundred thousand dollars.
SUBSCRIPTIONS TO CAPITAL STOCK OPENED, AND HOW COL
LECTED. Sec. 414, C. C. After the Secretary of State issues the certificate of incorporation, as provided in article I, chapter I, title I, of this part, the directors named in the articles of incorporation must proceed in the manner specified, or in their by-laws, or if none, then in such manner as they may by order adopt, to open books of subscription to the capital stock then unsubscribed, and to secure subscriptions to the full amount of the fixed capital; to levy assessments and installments thereon, and to collect the same, as in chapter II of title I provided. En. March 21, 1872.
Insurance in general: See secs. 2527-2766, C. C.
PURCHASE AND CONVEYANCE OF REAL ESTATE.
Sec. 415, C. C. No insurance corporation must purchase, nold, or convey real estate, except as hereinafter set forth, to