The codes of California as amended and in force at the close of the thirty-eighth session of the Legislature, 1909 (Volume 2 Civil Code) online

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effect of, nullity of, one alternative, 1451.
essential!^ of

as to generally, 1269, 1550.
consent. See tit. Consent.
executed and executory contracts, what are, 1609.
express contract

as to what is an, 1620.
express or implied contracts, 1619.
implied contract, what is, 1621.
kinds of contracts, 1619.
may be oral, when, 1622.

must be in writing, when. See tit. Statute o£ Frauds.
as to, generally, 1624.

agreements authorizing and employing agents to sell real
estate, 1624.
extinction of contracts, 1682.
by alteration, 1700.

alteration of verbal contracts, 1697.

alteration and modification of written contracts, 1698.
by cancelation, 1699.
by performance, 1682.
by rescission, 1688.
how effected, 1691.
when party may rescind, 1689.

when stipulations against right to rescind do not defeat,
by unauthorized alteration, 1700.

alteration of duplicate not to prejudice, 1701.
fraud in procuring. See tit. Fraud.

as to, 1571.
identification of parties to contract essential, 1558.
interpretation of contracts. See tit. Interpretation.

as to, generally, 1635-1661.
in the alternative, 1448, 1450.
in writing, effect of, 1625.

takes effect, when, 1626.
joint and several, 1659.
lender cannot modify, 1905.
lien may be created by, 2884.
manner of creating, 1619-1623.

contract in writing takes effect, when, 1626.
effect of written contract, 1625.
menace. See tit. Menace.

as to what constitutes, 1570.
mistake. See tits. Fraud and Mistake; Mistalce.
as to what constitutes, 1576.

[References are to sections.]

CONTRACT (continued).

mode of coiumiiiiicatlng acceptance of proposal.

as to generally, 1582.

when communication deemed complete, 1583.
mutuality of consent, 1580.

not in through fraud, enforceability, 1623.
object of contract, 1595.

as to requisites of object, 1596.

as to what is, 1596.

contract partially void, when, 1599.

contract wholly void, when, 1598.

impossibility of contract, what is, 1597.
of exchange, form of, 1804.
of minors. See tit. Minor.
of persons without understanding, 38.
partly written and partly printed, 1651.
private seals, act abolishing applicable, 1629.
provisions of code in.respect to real property, 1627.
ratification of. See tit. Ratification.

as to validity, 1588.
revocation of proposal. See tit. Revocation.

as to, generally, 1586.

how made, 1587.
time of performance of, 1657.

to relieve directors from liability void, when, 327.
transfer of waives vendor's lien, when, 3047.
undue influence. See tit. Undue Influence.

as to what constitutes, 1575.
unlawful contracts. See tit. Unlairfiil Contracts.
wagering. See tit. Unlawfnl Contracts.
what is a contract, 1549.
who may contract, 1556.

limited to two years, 1980.

between persons bound jointly or jointly and severally. 143::
general average loss, in admiralty, 2152.
insnrance cases in

as to generally, 2621, 2622, 2642, 2745.

where there is over-insurance, 2620.
release of one joint debtor, effect on right to, 1543.
surety's right to, 2848.
CONTRIBUTIOIV. See tit. Suretyship.
between joint obligors, 1432.
general average loss, 2152.
in insurance cases, 2621, 2646.
release of joint debtor, effect on right to, 1543.
Kerr's C. C— 56 1761

[References are to sections.]


duty, where property escheats, 1406.
selection of right of way to be transmitted to, 478.

claim and delivery. See tit. Claim and Delivery.

damages for, 3336-3338.
equitable, 1338.
extinguishes lien, 2910.
in general, 1711-1714.
lien extinguished by, 2910.
CONVEYANCE. See tits. Deed.s; Tran.sfers.
absolute not to be conditional, 1056.
agent may covenant on, 2324.
agreement for

covenants, 1733, 1734.

effect of, 1731.

specific performance of, 1741.

statute of frauds as affecting, 1741.,
bona fide purchaser or encumbrancer, who is, 1107.
by attorney in fact, 1095.
cancelation of instruments in, 3412, 3414.
certificate of proof of execution of, 1198.
changed name, by person with, 1096.
communitj'^ property, wife's consent to, 172.
conclusiveness of, and parties bound, 1107.
conditions precedent in, 1110.
conditions subsequent in, 1109.
constructive delivery, 1059.

agreement to give, 1733.

by agents, how far binding, 2324.

form of, 1734.

implied, 1113.

running with land, 1460-1468.

who bound by, 1465.

for breach of agreement to buy, 3307.

for breach of agreement to convey, 3306.

for breach of covenants, 3304.
against encumbrances, 3305.
date of delivery, presumption as to, 1055.
deemed mortgage, though absolute in form, when, 2924.

definition of, 1215.

constructive, 1059.

date of, presumption as to, 1055.

in escrow, 1057.


[References are to sections.]


delivery (continued).

must be absolute, 1056.

necessity for, 1054.
easement, passes with, 1104.

delivery of deed in, 1057.
executed before code, how, 1205, 1206.
execution of not acknowledged, how proved, 1195.
fee passes by presumption, 1105.

words of inheritance unnecessary to, 1072.
form of, 1092.

fraudulent. See tit. Fraudulent Transfer.s.
grant, includes what, 1053.
heir's conveyance good, when, 1364.
"heirs" and "issues," interpretation of in, 1071.
heretofore made governed by then existing laws, 1206.

recordation of governed by then existing laws, 1206.
highway, boundary by, passes to, 1112.
homestead, conveyed how, 1242.
incidents of thing transferred follow to, 10S4.
infant's conveyance. See tit. Minor.
inheritance, words of in, not necessary, 1072.
interest subsequently acquired passes to purchaser, 1106.

against grantor most strongly, 1069.

in general, 1066.

of "heirs" and "issue," 1071.
irreconcilable provisions in, 1070.

of limitations, 1067.

recitals construed, when, 1068.
irreconcilable provisions in, interpretation of, 1070.
"issue" and "heirs," interpretation of, 1071.
judgment proving execution of instrument, 1203.

of vendee, 3051.

of vendor, 3036-3049.
limitation in, as to, 1067.

married woman's. See tit. Married AVoinen.
mortgage, absolute deed transfer deemed a, when, 2924.
name changed, by person with, 1096.
operation of Ia>v

after-acquired title passes by, 1106.

conveyance by, 1091.
owner for life, conveyance by, 1108.
owner for years, conveyance by, 1108.
power of attorney to, 1094.


[References are to sections.]

CONVEYANCE (continued).

proof of execution, certificate of, 1200.

proof on action for, and effect, 1204.

recitals in, rseorted to, when, 1068.

reconveyance, surrendering or canceling instrument not a,

record as notice. See tits. Constructive Xotice; Notice,
recording. See tit. Recording^.
remainders, conveyance of, 1111.
rents, conveyance of, 1111.
requisites of, 1091.

reserving power to revoke, effect of, 1229.
statute of frauds, effect of on, 1091, 1624.
stranger, inures to, when, 1085.
subscribing witness, proof of by, 1195, 1197.
title, what passes under, 1083.

valid between parties, 1216.

void as to whom, 1214.

covenants for, 1463.

liability for, 1115.

lineal and collateral, abolished, 1115.
what law governs, 1205, 1206. ,

will, effect of on, 1302-1304.
words of inheritance not necessary in, 1072.

of co-operative agricultural, etc., associations with other cor-
porations, 653q.
agents, appointment of, 653q.
amendment of articles of incorporation

as to generally, 653a.

debts at time of, 653r.
articles of incorporation

amendment of, 653r.
debts at time of, 653r.

what to contain, 653o.

as to what to contain, 653p.

conditions of membership, 653p.

membership fee, 653p.

number of directors, 653p.

proxies, 653p.

qualifications of members, 653p.

removal of directors, 6o3p.
code of by-laws. See By-LaTt-s, this title.

as to, what to contain, 653p.

[References are to sections.]

conditions of membership, 653p.
co-operation with other corporations, 653q.

debts at time of amendment of articles of incorporation, 653r.

number of, 653p.

removal of, 653p.
dissolution of, 653q.
fee, membership, 653p.
formation of, 653m.
ineniber.sliip of

as to generally, 653m.

conditions of, 653p.

fee, 653p.

qualifications of, 653p.

transfer of, 653n.
number of directors, 653p.
po^ver.s of association

as to generally, 653m, 653q.

dissolution, 653q.

to appoint ag'ents, 653q.

to co-operate with other corporations, 653q.

to purchase property, 653q.
proxies, 653p.

purchase of property by, 653q.
qualifications of membership, 653p.
quo warranto, 653s.
removal of directors, 653p.
transfer of membership of, 653n.
erative Business Coriiorations.
alteration of purpose of association, 653g.
articles of association, 653d.

acknowledgment of, 653d.

filing of. 653d.

subscription and acknowledgment of, 653d.
by-laws, 653e.

division of profits, 653e.

expulsion, 653e.

fees for membership, dues, etc., 653e.

majority of association necessary to adopt, 653e.

manner of conducting elections, 653e.

qualification and succession, 653e.

recording and filing by-laws, 653e.

what by-laws may provide, 653e.

withdrawal, ascertainment of interest, 653e.
certificate of membership, 653b.



[References are to sections.]

consolidation of association, 653i.

fee for filing-, 653i.

filing of agreement, 653i.

what agreement must state, 653i.
dissolution and winding up of association, 653j.
execution against the association or its members, 653f.
formation and purpose of, 653b.
interest" of members, 653c.
members, liability of, 653c.

who are eligible as members, 653c.
powers of the association, 653h.
profits of, division of, 653e.
purpose of association, how altered, 653g.
purposes of, altered how, 653g.

quo warranto to inquiry into rights to do business, 653k.
rights, interest, and liability of members, 653c.
succession, 653h.
transfer of, 653b.

what corporations not affected by title, 6531.
winding up of association, 653j.
erative Business Associutiuns.
purpose for which may be formed, 653a.
as to, how formed, 653t.
agents, appointment of, 653x.
articles of incorporation

amendment of, 653y.

what to contain, 653v.
by-Ia\%'s of

as to, what to contain, 653w.

expulsion of members, 653w.

how adopted, 653w.

fee, 653w.
to cease when, 653w.

removal of directors and filling vacancies, 653w.

qualification of members, 653w.
consolidation with other corporations, 653x.
* dissolution of, 653x.
nienibersliip of

as to generally, 653n.

conditions and terms of, 653w.

fee of, 653w.

number of and qualifications of, 653w.

transfer of, 653u, 653w.
particular corporations, title not applicable to, 653za.


[References are to sections.]

poTvers o£

as to generally, 653x.

to consolidate with other corporations, 653x.
dissolution, 653x.
to hold property, 653x.
to appoint agents, 653x.
property, holding of, 653x.
qualifications of members, 653w.
quo warranto, as to, 653z.
voting by

as to generally, 653zb.
number of votes required, 653zb.
CO-OWNERS. See tits. Mines; Mining Claims.
delinquent notice to, 1426o.
payment by, 1426o.
as to generally, 354.
banking prohibited, 356.
by-laws of. See tit. By-Laws.
limitation of, 355.
CORPORATE SEAL. See tit. Corporations.

how affixed, 1628.
CORPORATE STOCK. See tit. Stockbolders.
CORPORATION NAME. See tit. Corporations.

CORPORATION SOLE. See tit. Religions, Social, and Benevo-
lent Corporations.
CORPORATIONS. See tit. Corporate Powers.

acknowledgment of articles of incorporation, 292.

acts ultra vires. See tit. Ultra Vires.

affidavit of subscription of stock and payment of per cent,

agricultural fair corporations. See tit. Agricultural F^air Cor-
amendments of articles of incorporation. See tit. Articles of

amount to be subscribed to be fixed, 293.
a "person," 14.
articles of incorporation. See tit. Articles of Incorporation.


action to recover, 349.

directors may levy, when, and for what, 331.
jurisdiction acquired by publication of notice, 340.
limitation of, 332.

not invalidated, by what irregularities, 346.
not to be levied upon stock in treasury, 343.
not to be levied when previous unpaid, when, 333.

[References are to sections.]


as!!)e!48iiieut»< (continued).
notice of

contents of, 338.
delinquent, 337.
form of, 337.
publication, 339.
seryice and publication of, 336.
order for must contain, what, 334.
proceedings to be begun anew, when, 346.
sale of stock for payment of, 334-349.
banking. See tit. Banking Corporations.
banking expressly prohibited, 356.
benefit society. See tit. Rellgrious, Social, and Benevolent

benevolent corporations. See tit. Religlon.s, Social. an«l Be-
nevolent Corporations.
bequests to, restriction on power to make, 1313.
board of directors. See tit. Directors, Board of.
boards of trade. See tit. Chambers of Commerce, Boards of

bonded indebtedness, 359.

creating and Increasing, proceedings for, 359.
bonds, restrictions upon issue of, 359.
books of stock and transfer, how kept, 378.

of directors and stockholders open for inspection, 321.
)">ooks to be open to inspection, 321.
bridge, ferries, wharf, chute, and pier. See tit. Bridges,

Ferry, \%'liarf, Chnte, and Pier Corporations.
building and loan. See tits. Building and Loan Associations;
Building and Land Corporations.
formation of, 648a.
reincorporation of existing, 648a.
building corporations. See tit. Building Corporations.
burned bonds of, procedure to obtain duplicates, 329.
business associations. See tit. Co-operative Business Asso-
business corporations. See tit. Co-operative Business Corpo-
by-laws. See tit. By-La«'s.
capital stock

amount of, to be set forth by articles, 290.
increasing and diminisliing, proceedings for, 359.

restrictions on, 309.
withdrawal, restrictions on, 309.
capital stock of banking companies, 300.
dividends of, 300.



[References are to sections.]

CORPORATIONS (continued).

cemetery. See tit. Cemetery Corporations.
certain corporations to state further facts, 291.
certificate not to issue, when, 296.
certificate of. See tit. Certificate of Stock.
certificate of residence to be filed, when, 1163.
certificate of stock. See tit. Certificate of Stock.

restoring- lost. See tit. Restoration of Lo-st Records.
chamber of commerce, etc., corporations. See tit. Chamber
of Commerce, Boards of Trade, etc.

copy of decree to be filed with secretary of state, 300a.

filing- decree of court, 300a.

how perfected, 300a.
chang'e of place of business, procedure on, 321a.
cliute. See tit. Bridges, Ferry, Wharf, Chute, and Pier Cor-
classes of. See "Kinds of," tliis title,
collateral attack, 358.
colleg-es and seminaries. See tit. Colleges and Seminaries of


of adjoining mine companies, 361.

of co-operative business associations, 653i.

of societies, 652, 653.
complaint against, 315.

notice of filing petition, 315.
consolidation of adjoining- mining companies, 361.
continuance in business, 358.

contract to relieve directors from liability void, wlien, 327.
co-operative business corporations and associations. See tit.

Co-operative Corporations and Associations.
copy of articles must be filed, where, 299[a]
corporations to discover fires and save human life. See tit.

Fire Corporations.
corporations to furnish light for public use. See tit. Corpo-
rations to Furnish Liglit and Heat.
costs of suit for duplicate of lost certificate of stock, 328.
cruelty. See tit. Societies for the Prevention of Crueliy to

Cliildren and Animals.
curing- defects in articles, cannot be by amendment, 362.

for failure to file copy of articles as required, 299[a].

for false entries, 316.

recovery of by purchaser of franchise at execution sale, 391.
debts beyond capital stock, liability for, 309.
definition of, 283.


[References are to sections.]

CORPORATIONS (continued).

delinquent assessment, sale of stock of unknown owner for,

devise to, restrictions of power to make, 1313.

are trustees of creditors and stockholders, 400.

contracts relieving from liability void, 327.

inhibitions on, 309.

majority a quorum, 308.

majority must be citizens of state, 305.

must perform duties, 308.

number of, 290, 305.

organization of board of, 308.

personal liability of, 309.

limitation of actions on, 309.
removal from office, proceeding for, 310.
vacancies, how filled, 305.
who may be, 305.

election of. See "Elections," this title,
notice of election of, 302.
of new on removal of old, 310.
time of, 302.
dissolution of, 399-403.

by amendment of law, 404.

judgment cannot be rendered against after, 404.
dividends to be declared from surplus, 309.
distribution of land and water, 309.
penalty for violation of section, 309.
dock, 528-531.

elections. See "directors," this title,
adjournment of, 314.

by-laws may prescribe rules for, 303.
complaints respecting, and proceedings, 315.
cumulative voting at, 307.
eligibility of voters, 312.
lunatic's stock, how represented at, 313.
may be postponed, 314.
minor's stock, how represented at, 313.
not held at appointed time, procedure, 315.
votes avoided, how, 312.
who may vote, 312.
electric, 632.

examination of affairs. See tit. Examination of Corporations.
examination of books of. See tit. Miuiu;!; Coriioratlons.
execution sale

corporation retains power, 391.
purchaser at may recover penalties, 390.

[References are to sections.]


execution sale (continued).

purcliaser at to transact business of, 389.
where to be held, 393.
execution of articles of incorporation, 292.
existence of corporation not affetced by code, 288.
existence of, how continued under code, 287.
extension and dissolution of, 399-403.
false certificate of stock, 316.
false entries, 316.

fee of recorder for recording, 1163.
ferry, 528-531.
filing' of articles of incorporation, erroneous, corrected how,

fire, corporations to discover, etc. See tit. Fire Corporations.
fire, marine, and title insurance corporations. See tit. In-
surance Corporations.
foreign corporations. See tit. Foreign Corporations,

complete, when, 296.
for any purpose, 286.
how, 285.

for constructing road for bicycles and liorseless vehicles,

etc., 524.
of, may be sold under execution, 388-393.
redemption of from execution sale, 494.
fraternal. Se^ tit. Religious, Social, and Benevolent Corpora-
societies exempt from insurance laws, 453k-453p.
friendly societies, limitation of amount of land that may be

held by, 596.
gas. See tit. Corporations to Fnrnlsta Liiglit and Heat.
homestead corporations. See tit. Homesteads.
good will. See tit. Good Will.

increasing and diminishing capital stock, methods of, 359.
consent and no dissent, 359.
consolidation of corporations, 359.
infant's stock, how represented at elections, 313.
inspection, books to be open to, 321.

insurance corporations. See tit. Insurance Corporations.
irrigation. See tit. Water and Canal Corporations.

as to, 552.
journal of proceedings, how to be kept, 377.
justice of the peace may order meeting of, when, 311.
kinds of

as to generally, 284.
public and private, 284.


[References are to sections.]

CORPORATIONS (continued).

land and building corporations. See tit. Land and Building

legislature may amend corporate law, 404.
life, health, accident and annuity insurance corporations. See

tit. Insurance Cori)pration.s.
limitation of actions

in favor of foreign corporations, 406.
to enforce directors' personal liability, 309.
to recover stock sold for delinquent assessments, 347.
limitation of powers of, 355.
lost or destroyed certificate of stock. .See tit. Certificate of

lunatic's stock, how represented at elections, 313.
majority of stockholders must be represented at elections, 312.
married -woman

dividends may be paid to, 325.
transfer of stock by, 325.
may acquire real property, and how much, 360.
may transfer foreign concessions, 364.

mechanics' institutes, etc. See tit. Clianilter.s of Commerce, etc.

adjournment of, 312.

application to justice of peace to call, 311.
by consent valid, 317.
by-laws may provide for, 303.
justice of peace may call, w^hen, 311.
special, when and how called, 320.
where to be held, 319.
minimum capital to be required to be paid in before organi-
zation, 290a.
mining corporations. See tit. 3Iiniugr Corporations.
misnomer in instrument does not invalidate contract, 357.
mutual benefit and life associations. See tit. Insurance Cor-
mutual life, health, and accident insurance corporations. S^e

tit. Insurance Corporations.
name of instrument creating corporations, 289.
no provision in by-laws, regular and special meetings, how

called, 320.
nonprofit co-operative agricultural, etc., associations. See tit.

Co-operative Agricultural, etc., Associations.
non-resident, transfer of stock by, 326.

false, liability of officers for, 316.

of hearing of application for restoration of lost records,

certificates, etc., 365.
to be published in what newspapers, 303.

[References are to sections.]

CORPORATIONS (continued).
notice o£ assessment

contents of, 338.
delinquent, 337.
form of, 335.
publication of, 339.
service of, 336.
notice of directors' and stockholders' meeting, 320.
notice of election of directors, 302.
notice of meeting

to create or increase bonded indebtedness, 359.
to increase or diminish capital stock, 359.

to remove directors, 310. '

notice of proposed change of principal place of business, 321a.
notice of sale of stock to pay assessment, how publication of

proved, 348.
number of directors may be increased or diminished, 290.
oath of officer to subscribe to stock and payment of ten

per cent, 295.
officers. See tit. Officers of Corporations.

false certificates, notices, or reports by, 316.
other than for profit, 312 [a].

penalties, recovery of by purchaser of franchise at execu-
tion sale, 390.
pier. See tit. Bridges, Ferry, Wliarf. Cliute, and Pier Corpo-
pioneer, amount of land to be held by, 596.
place of business, proceedings for change of, 321a.
postponement of election, 314.
powers of. See tit. Corporate Powers.

powers of and business exercised by board of directors, 305.
prerequisite to filing articles of incorporation for profit, 294.
prerequisites to filing articles, 293.
private corporations, how formed, 285.
private corporations may be organized, 286.
proceedings at meetings, 318.

profit, associations formed for purposes other than, 593-605.
public and private distinguished, 284.
publication of notice, in what newspapers, 303.
purposes for which may be formed, 286.

of board, 305.

of stockholders, by-laws may provide for, 303.
quo warranto against, 358.

quo warranto, proceedings thereon regarding elections, 315.
railroads. See tit. Railroad Corporations.

real property. See tits. Hiiilding and L-oan Corporations;
Cemetery Corporation.s, et<f.

[References are to sections.]


real property (continued).

amount corporations may acquire and hold, 360.
how acquired, 360.

restoration of lost. See tit. Restoration of Lost Records.
stock and transfer books, how kept, 378.
tcrbe open for inspection, 377, 378.
what to be kept, 377.
records of. See tit. Articles o£ Corporation.
recovery of stock sold for delinquent assessments, 349.

of franchise from execution sale, 392.
of stock sold for delinquent assessments, 347.
regular meetings, how called where no provision in by-laws,

religious corporations. See tit. Reli;?ious, Social, and Benevo-
lent Corporations.
removal from office of directors. See tit. Directors, Board of.
reports, false, liability of officers for, 316.
representation of stock, 313.
resemblance in name. 296.

restoration of lost records, certiflcates of .stoclc, etc.

Online LibraryCaliforniaThe codes of California as amended and in force at the close of the thirty-eighth session of the Legislature, 1909 (Volume 2 Civil Code) → online text (page 144 of 156)