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order it is called. If the secretary refuses to give the notice,
or if there is none, the call may be addressed directly to the
members or stockholders, and be served as a notice, in which
case it must specify the time and place of meeting. The
notice must be given in the manner provided in section three
hundred and one of this title, unless other express provision
has been made therefor in the by-laws. In case the board
of directors is so removed, a new board may be elected at
the same meeting.

History: Enacted March 21, 1872: amended by Code Commis-
sion, Act March 16, 1901, Stats, and Amdts. 1900-1, p. 347, held
unconstitutional; see history, § 4 ante: amendment re-enacted
March 21, 1905, Stats, and Amdts. 1905, pp. 558, 559.

See Kerr's Cyc. C. C. for 5 pars, annotation.
97 C. 610, 630, 32 P. 600, 605 (cited in discussion).
As to many miscellaneous matters affecting corporations gen-
erally, see note § 283, ante.

174



Tit.I,ch.I,art.II.] ORDERING election. §§ 311, 312

§311. JUSTICE OF PEACE MAY ORDER MEETING OF
CORFORATIOX, WHEN. Whenever, from any cause, there
is no person authorized to call or to preside at a meeting of
a corporation, any justice of the peace of the county where
such corporation is established may, on written application of
three or more of the stockholders or of the members thereof,
issue a warrant to one of the stockholders or members, direct-
ing him to call a meeting of the corporation, by giving the
notice required, and the justice may, in the same warrant,
direct such person to preside at such meeting until a clerk
is chosen and qualified,, if there is no other officer present
legally authorized to preside thereat. The application of a
number of stockholders less than three, but holding a major-
ity of the capital stock, has the same effect as an application
by three or more stockholders or members.

History: Enacted March 21, 1872; amended by Code Commis-
sion, Act. March 16, 1901, Stats, and Amdts. 1900-1, p. 347, held
unconstitutional; see history, § 4 ante; amendment re-enacted
March 21, 1905, Stats, and Amdts. 1905, p. 559.

§312. MAJORITY OF STOCK MUST BE REPRESENTED
AT ELECTIONS. At all elections or votes had for any pur-
pose in corporations formed for profit there must be a major-
ity of the subscribed capital stock or of the members repre-
sented, either in person or by proxy in writing; provided,
that in all instances of corporations formed for purposes
other than profit the by-laws shall provide the number of
members or stockholders that shall constitute a quorum for
the transaction of business. Every person acting therein, in
person or by proxy or representative, must be a member
thereof or a stockholder, having stock in his own name on
the stock books of the corporation at least ten days prior to
the election. Any vote or election had other than in accord-
ance with the provisions of this article is voidable at the
instance of absent or any stockholders or members, and may
be set aside by petition to the superior court of the county
where the same is held.

[Meeting may adjourn from day to day.] Any regular or

175



§312[a] CIVIL CODE. [Div.I,Pt.IV.

called meeting of the stockholders or members may adjourn
from day to day, or from time to time, if for any reason
there is not present a majority of the subscribed stock or
members, or no election had, such adjournment and the
reasons therefor being recorded in the journal of proceedings
of the board of directors.

History: Enacted March 21, 1872; amended April 1, 1878, Code
Amdts. 1877-8, p. 79; amended by Code Commission, Act March
16, 1901, Stats, and Amdts. 1900-1, p. 347, held unconstitutional;
see history, § 4 ante; amendment re-enacted March 21, 1905,
Stats, and Amdts. 1905, c. CDXVI, p. 559. A further amendment
by the Legislature of 1905, on following day (March 22), appears
in "note" below; amendment enacted March 18, 1907, Stats, and
Amdts. 1907, p. 596, Kerr's Stats, and Amdts. 1906-7, p. 403.

Note: Section 312 was amended March 21, 1905, and also on
March 22, 1905, numbered respectively § 312 and § 312[a] in
this Code. The Legislature of 1907 repealed § 312 as amended
March 21, 1905, and amended § 312[a] as above, and numbered
it §312.

See Kerr's Cyc. C. C. for 16 pars, annotation.

54 C. 149, 150 (erroneously cited as C. C. P.); 67 C. 532, 533,
534, 536, 8 P. 70 (construed and applied); 93 C. 34, 36, 39, 28
P. 792, 29 P. 51, 15 L. 106 (construed and applied); 103 C. 357,
363, 35 P. 1045, 37 P. 207 (referred to with other sections);
104 C. 649, 651, 652, 43 A. S. 147, 38 P. 452, 29 L. 844 (construed
and applied); 109 C. 571, 588, 599, 42 P. 225, 226 (construed and
applied); 112 C. 53, 63, 44 P. 333, 33 L. 788 (construed and ap-
plied); 115 C. 584, 589, 590, 594, 609, 56 A. S. 119, 47 P. 582, 35
L. 309 (construed and applied); 127 C. 681, 683, 60 P. 438 (con-
strued with §307); 133 C. 42, 47, 65 P. 131, 576 (miscited) ; 146
C. 219, 224, 79 P. 889 (criterion under section for determining
amount of stock held by any person, and for which he is en-
titled to cast a vote); 23 Nev. 437, 49 P. 41, 47 (voidable election
under this section is valid in another state until declared void
by the courts of California).

As to adjournment of meetings, see post § 314.

As to many miscellaneous luatters affecting corporations gen-
erally, see note § 283, ante.

§312[a]. [SAME]— CORPORATIONS OTHER THAN FOR
PROFIT. At all elections or votes had for any purpose in
corporations formed for profit there must be a majority of
the subscribed capital stock or of the members represented,

176



Tit.I,ch.I,art.II.] REPRESENTING STOCK. §§313,314

either in person or by proxy in writing; provided, that in
all instances of corporations formed for purposes other than
profit the by-laws shall provide the number of members or
stockholders that shall constitute a quorum for the transac-
tion of business. Every person acting therein (in person or
by proxy or representative), must be a member thereof or a
bona fide stockholder, having stock in his own name on the
stock-books of the corporation at least ten days prior to the
election. Any vote or election had other than in accordance
with the provisions of this article is voidable at the instance
of absent (or any) stockholders or members, and may be set
aside by petition to the superior court of the county where
the same was held. Any regular or called meeting of the
stockholders or members may adjourn from day to day, or
from time to time, if for any reason there is not present a
majority of the subscribed stock or members, or no election
had, such adjournment and the reasons therefor being
recorded in the journal of proceedings of the board of direc-
tors.

History: Enactments and amendments recited in section
above. This amendment, March 22, 1905, Stats, and Amdts. 1905,
p. 787. See history and "note" to § 312.

§ 313. STOCK, HOW EEPRESEXTED. The shares of stock
of an estate of a minor, or insane person, may be represented
by his guardian, and of a deceased person by his executor or
administrator.

History: Enacted March 21, 1872; amended March 31, 1874,
Code Amdts. 1873-4, p. 203.

See Kerr's Cyc. C. C. for 2 pars, annotation.

109 C. 571, 590, 42 P. 225, 226 (construed and applied); 115 C.
584, 590, 591, 56 A. S. 119, 47 P. 582, 35 L. 309 (construed and
applied).

As to many miscellaneous matters affecting- corporations gen-
erally, see note § 283, ante.

§314. ELECTION MAT BE POSTPONED. If from any
cause an election does not take place on the day appointed
by law or the by-laws, or otherwise, it may be held on any

177



§ 315 CIVIL CODE. [Div.I.Pt.IV.

day thereafter as is provided for in such by-laws, or to which
such election may be adjourned or ordered by the directors.
If an election has not been held at the appointed time, and
no adjourned or other meeting for the purpose has been
ordered by the directors, a meeting may be called by the
stockholders as provided in section three hundred and ten.

History: Enacted March 21, 1872; amended by Code Commis-
sion, Act March 16, 1901, Stats, and Amdts. 1900-1, p. 348, held
unconstitutional; see history, § 4 ante; amendment re-enacted
March 21, 1905, Stats, and Amdts. 1905, p. 559.

As to many miscellaneous matters affecting corporations gen-
erally, see note § 283, ante.

§315. COMPLAINTS, QUO WAKIUNTO AND PROCEED-
INGS THEREON, REGARDING ELECTIONS— [NOTICE].

Upon the application of any person or body corporate
aggrieved by any election held by any corporate body, the
superior court of the county in which such election is held
must proceed forthwith to hear the allegations and proofs of
the parties, or otherwise inquire into the matters of com-
plaint, and thereupon confirm the election, order a new one,
or direct such other relief in the premises as accords with
right and justice.

[Notice.] Upon filing the petition, and before any further
proceedings are had under this section, five days' notice of
the hearing must be given, under the direction of the court
or the judge thereof, to the adverse party, or those to be
affected thereby.

History: Enacted March 21, 1872; amended April 1, 1878, Code
Amdts. 1877-8, p. 79; amended by Code Commission, Act -March
16, 1901, Stats, and Amdts. 1900-1, p. 248, held unconstitutional;
see history, § 4 ante; amendment re-enacted March 21, 1905,
Stats, and Amdts. 1905, p. 560.

See Kerr's Cyc. C. C. for 11 pars, annotation.

93 C. 34, 35, 36, 39, 28 P. 792, 793, 29 P. 51, 15 L. 106 (con-
strued and applied); 93 C. 41, 42, 28 P. 793 (applied); 98 C. 304,
305, 306, 33 P. 123 (applied); 103 C. 357, 360, 364, 35 P. 1045, 37
P. 207 (construed and applied); 115 C. 279, 281, 47 P. 58 (re-
ferred to); 115 C. 584, 587 (referred to in statement of facts),

178



Tit.I,ch.I,art.II.] MEETING BY CONSENT. §§316,317

594 (referred to in discussion), 609 (referred to in dis. op.), 56
A. S. 119, 47 P. 582, 35 L. 309; 126 C. 67, 72, 58 P. 376 (con-
strued); 23 Nev. 437, 49 P. 41, 47 (applicability of §§312, 315, to
mining- corporations, and remedy under latter section is avail-
able only when a vote or election has been had).

As to many miscellaneous matters affecting- corporations
generally, see note § 283, ante.

§ 316. DAMAGES FOR FALSE ENTRIES, ETC. Any officer
of a corporation who wilfully gives [1] a certificate, or [2]
wilfully makes an official report, [3] public notice, or [4]
entry in any of the records or books of the corporation, con-
cerning the corporation or its business, which is false in any
material representation, shall be liable for all the damages
resulting therefrom to any person injured thereby, and if two.
or more officers unite or participate in the commission of any
of the acts herein designated, they shall be jointly and sev-
erally liable.

History: Enacted March 21, 1872; amended March 30, 1874.
Code Amdts. 1873-4, p. 203.

See Kerr's Cyc. C. C. for 5 pars, annotation.

As to many miscellaneous matters affecting corporations gen-
erally, see note § 283, ante.

Penal liability of ofHcers. — See Kerr's Cyc. Pen. C. §§ 558, 564
and notes.

§317. MEETING BY CONSENT TO BE VALID. [WRIT-
TEN WAIVER.] When all the stockholders or members of
a corporation are present at any meeting however called or
notified, and sign a written consent thereto on the records
of such meetings, or if those not present sign in writing a
waiver of notice of such meeting, which waiver is presented
and made a part of the records of such meeting, the doings
of such meeting are as valid as if had at a meeting legally
called and noticed.

History: Enacted March 21, 1872; amended February 22,
1909, Stats, and Amdts. 1909, p. 49.

51 P. 710, 713, Cal., Dec. 28, 1897 (cited, as to what constitutes
a valid meeting of stockholders).

As to many miscellaneous matters affecting corporations gen-
erally, see note § 283, ante.

179



§§ 318-320 CIVIL CODE. [Div.I,Pt.IV.

§ 318. PROCEEDINGS AT MEETING TO BE BINDING. The

stockholders or members of such corporation, when so assem-
bled, may elect officers to fill all vacancies then existing, and
may act upon such other business as might lawfully be trans-
acted at regular meetings of the corporation.

History: Enacted Marcli 21, 1872.

As to many nii.scellaneous matters affecting- corporations gen-
erally, see note § 283, ante.

§319. MEETINGS, WHERE HELD. The meetings of the
stockholders and board of directors of a corporation must be
held at its office or principal place of business.

History: Enacted March 21, 1872.

See Kerr's Cyc. C. C. for 7 pars, annotation.

As to many miscellaneous matters affecting corporations gen-
erally, see note § 283, ante.

Change of place of business. — See Kerr's Cyc. C. C. § 321a and
note.

§320. WHEN NO PROVISION IN BY-LAWS FOR REGU-
LAR MEETINGS, SPECIAL MEETINGS, HOW CALLED.

When no provision is made in the by-laws for regular meet-
ings of the directors and the mode of calling special meetings,
all meetings must be called by special notice in writing, to
be given to each director by the secretary, on the order of
the president, or if there be none, on the order of two
directors.

History: Enacted March 21, 1872.

See Kerr's Cyc. C. C. for 8 pars, annotation.

59 C. 678, 681, 682 (construed and applied); 76 C. 153, 154, 9
A. S. 187, 18 P. 153 (applied to adjourned meeting); 96 C. 73,
79, 82, 30 P. 1024 (construed and applied); 109 C. 1, 9, 10, 41
P. 809 (construed and applied); 130 C. 345, 347, 80 A. S. 132, 62
P. 552 (construed and applied); 134 C. 175, 177, 66 P. 220 (con-
strued and applied); 146 C. 699, 705; 81 P. 17 (sufficiency of
written notice for special meeting).

As to many miscellaneous matters affecting corporations gen-
erally, see note § 283, ante.

180



Tit.I,ch.I,art.II.] BOOKS, INSPECTION. §§321, 321a

§ 321. CERTAIN BOOKS TO BE OPEN FOR INSPECTION.

Every corporation doing a banking business in this state
must keep in its office, in a place accessible to the stockhold-
ers, depositors, and creditors thereof, and for their use, a
book containing a list of all stockholders in such corporation,
and the number of shares of stock held by each, and every
such corporation must keep posted in its office, in a conspicu-
ous place, accessible to the public generally, a notice, signed
by the president or secretary, showing:

1. The names of the directors of such corporation.

2. The number and value of shares of stock held by each
director.

The entries on such book and such notice shall be made
and posted within twenty-four hours after any transfer of
stock, and shall be conclusive evidence against each director
and stockholder of the number of shares of stock held by
each. The provisions of this section shall apply to all bank-
ing corporations formed or existing before twelve o'clock
noon of the day on which this code took effect, as well as to
those formed after such time.

History: Enacted Jan. 29, 1876, Code Amdts. 1875-6, p. 72.

See Kerr's Cyc. C. C. for 3 pars, annotation.

63 C. 261, 267 (cited in dis. op.); 89 C. 52, 54, 26 P. 605 (referred
to); 140 C. 103, 105, 98 A. S. 17, 73 P. 734 (construed and ap-
plied).

As to many miscellaneous matters affecting corporations gen-
erally, see note § 283, ante.

§321a. CHANGE OF PRINCIPAL PLACE OF BUSINESS,
PROCEDURE. Every corporation that has been or may be
created under the general laws of this state may change its
principal place of business from one place to another in the
same county, or from one city or county to another city or
county within this state. Before such change is made, the

Consent in writing, of the holders of two-thirds of the cap-
ital stock of the corporation must be obtained and filed in its
office. When such consent is obtained and filed, notice of the
intended renioyal or change must be published, at least once

181



§ 321b CIVIL CODE. [Div.I,Pt.IV.

a week, for three successive weeks, in some newspaper pub-
lished in the county wherein said principal place of business
is situated, if there is one published therein; if not, in a
newspaper of an adjoining county, giving the name of the
county or city where it is situated and that to which it is
intended to remove it.

[Copy of resolution, etc., to be filed.] Whenever any such
change is made, a copy of the resolution or action of the
board of directors authorizing the same together with a copy
of an affidavit of the publication above required, all duly cer-
tified by the president and secretary of the corporation with
the corporate seal affixed shall be filed in each office where
the original articles of incorporation are, or any copy thereof
is required to be filed.

[Removal of location in same town.] This section shall
not be construed to require such consent, notice or publica-
tion in the case of any such removal from one location to
another in the same city, town or village.

HLstory: Enacted April 3, 1876 (as § 321), Code Amdts. 1875-6,
p. 73; amended by Code Commission, Act March 16, 1901, Stats,
and Amdts. 1900-1, p. 348, held unconstitutional; see history, § 4
ante; re-enacted March 20, 1903, Stats, and Amdts. 1903, p. 254.

89 C. 52, 54, 26 P. 605.

As to many miscellaneous matters affecting corporations gen-
erally, see note § 283, ante.

Corporation can not change its citizenship or residence. — See
Kerr's Cyc. C. C. § 321a, note.

§321b. STOCKHOLDERS' MEETINGS, WHO MAY VOTE
AT— PROXIES, VOID WHEN; MAXI3IUM PERIOD OF,
REVOCABLE. At all meetings of stockholders of corpora-
tions organized under the laws of this state, or in the case
of corporations having no capital stock, then at all meetings
of the members of such corporation, only the stockholders or
members actually present shall be entitled to vote on any
proposition, including the election of directors and other
officers of the corporation, unless proxies from absent or non-
attending stockholders or members shall be held by some per-

182



Tit.I,Cll.I,art.II.] VOTING— PROXIES. § 321b

son or persons present at such meeting and shall be executed
in accordance with the provisions of this section.

[Essentials to Talidity of proxy.] Every such proxy must
be executed in writing by the member or stockholder himself,
or by his duly authorized attorney. No proxy heretofore given
or made shall be valid after the expiration of eleven months
from the passage of this act, unless the member or stock-
holder executing it shall have specified therein the length
of time for which such proxy is to continue in force, which
must be for some limited period, and in no case exceed seven
years from the date of the execution of such proxy. No
proxy hereafter to be given or made shall be valid after the
expiration of eleven months from the date of its execution,
unless the member or stockholder executing it shall have
specified therein the length of time for which such proxy is
to continue in force, which must be for some limited period,
and in no case to exceed seven years from the date of the
execution of such proxy. ,

Erery proxy shall be revocable at the pleasure of the per-
son executing it; but a corporation having no capital stock
may prescribe in its by-laws the persons who may act as
proxies for members, and the length of time for which such
proxies may be executed.

History: Enacted Feb. 27, 1905, Stats, and Amdts. 1905, p. 22.

As to many miscellaneous matters affecting corporations gen-
erally, see note § 283, ante.



183



§ 322 CIVIL CODE. [Div.I,Pt.IV.

CHAPTER II.

CORPORATE STOCK.

Article I. Stock and Stockholders, §§ 322-329.
II. Assessment of Stock, §§ 331-349.

ARTICLE I.
STOCK AND STOCKHOLDERS.

§322. Liability of stockholders; released when; how deter-
mined; trust fund not liable; stock held as collateral.

§ 323. Certificates of stock, how issued.

§ 324. Shares of stock, personal property — How transferred —
[Water companies — Stock appurtenant to land].

§ 325. Married woman may transfer stock; dividends paid to
her; her proxy.

§ 326. Affidavit or bond may be required before transfer.

§ 327. Contracts to relieve directors from liabilities fixed by
constitution void.

§ 328. Lost, etc., certificate; action for new certificate; parties;
procedure.

§ 329. Burned bonds, procedure to obtain duplicates.

§322. LIABILITY OF STOCKHOLDERS; RELEASED
WHEN; HOW DETER.IIINEH; TRIST FUXD >0T LIABLE;
STOCK HELD AS COLLATERAL. Each stockholder of a
corporation is individually and personally liable for such
proportion of all its debts and liabilities contracted or incur-
red during the time he was a stockholder as the amount of
stock or shares owned by him bears to the whole of the
subscribed capital stock or shares of the corporation.

Any creditor of the corporation may institute joint or sev-
eral actions against any of its stockholders, for the propor-
tion of his claim payable by each, and in such action the
court must [1] ascertain the proportion of the claim or debt
for which each defendant is liable, and [2] a several judgment
must be rendered against each, in conformity therewith.

If any stockholder pays his proi>ortion of any debt due
from the corporation, incurred while he was such stockholder,

184



Tit.I,ch.II,art.I.] STOCKHOLDERS. § 322

he is relieved from any further personal liability for such
debt, and if an action has been brought against him upon
such debt, it must be dismissed, as to him, upon his paying
the costs, or such proportion thereof as may be properly
chargeable against him.

The liability of each stockholder is deterniiued by the
amount of stock or shares owned by him at the time the debt
or liability was incurred; and such liability is not released
by any subsequent transfer of stock.

The term stockholder, as used in this section, applies not
only to such persons as appear by the books of the corpora-
tion to be such, but also to every equitable owner of stock,
although the same appears on the books in the "name of
another; and also to every person who has advanced the
instalments or purchase money of stock in the name of a
minor, so long as the latter remains a minor; and also to
every guardian, or other trustee, who voluntarily invests any
trust funds in the stock.

Trust funds in the hands of a guardian, or trustee, are not
liable under the provisions of this section, by reason of any
such investment; nor must the person for whose benefit the
investment is made be responsible in respect to the stock
until he becomes -competent and able to control the same;
but the responsibility of the guardian or trustee making the
investment continues until that period.

Stock held as collateral security, or by a trustee, or in any
other representative capacity, does not make the holder
thereof a stockholder within the meaning of this section,
except in the cases above mentioned, so as to charge him
with any proportion of the debts or liabilities of the corpo-
ration; but the pledgeor, or person or estate represented, is
to be deemed the stockholder, as respects such liability.

In a corporation having no capital stock, each member is
individually and personally liable for an equal share of its
debts and liabilities, and similar actions may be brought
against him, either alone or jointly with other members, to
enforce such liability as by this section may be brought

185



§ 322 CIVIL CODE. [Div.I.Pt.IV.

against one or more stockholders, and similar judgments
may be rendered.

[Foreign corporations — Liability of stockliolders.] The

liability of each stockholder of a corporation formed vmder
the laws of any other state or territory of the United States,
or of any foreign country, and doing business within this
state, is the same as the liability of a stockholder of a corpo-
ration created under the constitution and laws of this state.

History: Enacted March 21, 1872; amended March 30, 1874,
Code Amdts. 1873-4, p. 203; March 15, 1876, Code Amdts. 1875-6,
p. 73; amended by Code Commission, Act March 16, 1901, Stats.
and Amdts. 1900-1, p. 349, held unconstitutional; see history, §
4 ante; amendment re-enacted March 20, 1905, Stats, and Amdts.
1905, p. 396.

See Kerr's Cyc. C. C. for 118 pars, annotation.
59 C. 107, 109, 110 (construed and applied); 59 C. 285, 286
(construed and applied); 62 C. 448, 461 (construed and applied);
64 C. 117, 121, 28 P. 110, 112 (construed and applied); 64 C. 287,
288, 289, 30 P. 820 (construed and applied); 65 C. 193, 210, 3
P. 661, 802 (referred to); 87 C. 29, 31 (cited), 32 (construed),
25 P. 752, 753, 95 C. 578, 580, 30 P. 777 (construed); 95 C. 581.



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