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order allowing such original articles of incorporation to be
withdrawn, and [2] a certified copy of the copy in the office
of the secretary of state in the place thereof filed; and [3]
the original articles of incorporation must be filed within ten
days thereafter in the county in which the principal place
of [where] business is to be transacted, as stated in such
articles of incorporation, and [4] a certified copy of the

220



Tit.I,ch.III,art.I.] FOREIGN concession. §§364,365

order allowing such action must be filed with the certified
copy in the office of the secretary of state, after which said
corporation shall be entitled to all rights and privileges of
a private corporation, and the title to any property it may
have previously acquired shall not be affected by reason of
the failure to file the original articles of incorporation in
the first instance.

History: Enacted March 19, 1889, Stats, and Amdts. 1889, p.
332. In force March 19, 1889.

§ 364. CORPORATIONS MAT TRANSFER FOREIGN CON-
CESSIONS. Any corporation of this state owning grants,
concessions, franchises, and properties, or any thereof, in anj'
foreign country, may sell and convey the same to the govern-
ment of such foreign country, or to any person or persons, or
any corporation or corporations, or association or associa-
tions, created by or existing under the laws of this or any
other state of the United States, or any foreign government;
provided, however, that the powers hereby granted shall only
be exercised by a majority of the entire board of directors
of such corporation of this state, with the concurrence in
writing of the holders of two-thirds in amount of the capital
stock thereof.

History: Became law, under unconstitutional provision, witli-
out governor's approval, March 13, 1899.

§365. RESTORATION OF LOST RECORDS, CERTIFI-
CATES 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,

221



§ 365 CIVIL CODE. [Div.LPt.IV.

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.

[Publicatiou 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 designated 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 upon 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

222



Tit.I,cll.III,art.I.] RESTORING RECORDS. §365

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 corpo-
ration or any of its officers, at his place of business or resi-
dence, 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 here-
inbefore required and service of such notice personally if
the same has been so served and if the same 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 jurisdic-
tion to inquire into and determine the loss, injury or destruc-
tion 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 cer-
tificates 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.

223



§ 365 CIVIL CODE. [Div.I.Pt.IV.

[Unknown owners — Sale of stock for delinquent assess-
ments.] 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 pro-
ceedings 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 giv-
ing 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, Kerr's Stats, and Amdts. 1906-7, pp. 408, 409. In effect
immediately.



224



Tit.I,ch.III,art.II.] RECORDS, KEEPING. §377

ARTICLE II.
RECORDS.

§ 377. Records — Of what, and how kept. [Record must embrace

what.]
§ 378. Other records to be kept by corporations for profit, and

others.

§ 377. RECORDS— OF WHAT, AND HOW KEPT. All cor-
porations for profit are required to keep a record of all their
business transactions; a journal of all meetings of their
directors, menabers, or stockholders, with the [1] time and
place of holding the same, [2] whether regular or special,
and if special, [3] its object, [4] how authorized, and [5] the
notice thereof given. The record must embrace [1] every act
done or ordered to be done; [2] who were present, and [3]
who absent; and, if requested by any director, member, or
stockholder, [4] the time shall be noted when he entered
the meeting or obtained leave of absence therefrom. On a
similar request, [5] the ayes arid noes must be taken on any
proposition, and a record thereof made. On similar request,
[6] 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.

History: Enacted March 21, 1872.

See Kerr's Cyc. C. C. for 17 pars, annotation.

63 C. 483, 484 (miscited); 76 C. 24, 25, 26, 17 P. 940, 941 (ap-
plied); 78 C. 629, 633, 21 P. 373, 374 (referred to); 94 C. 546, 549,
29 P. 1105, 1106 (applied); 107 C. 629, 636, 40 P. 1047 (cited, cor-
porations for profit must keep journal of all meeting's); 135 C.
624, 625, 87 A. S. 156, 67 P. 1050 (construed and applied); 146 C.
219, 223, 79 P. 889, 890 (construed); 5 C. A. 614, 621, 91 P. 109
(exhibits and records of corporation are admissible in evi-
dence); 45 F. 518, 526 (referred to); 138 U. S. 483, 484, 34 L. ed.
1031, 1032 (applied).

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

Kerr's C. C. — 8 225



§ 378 CIVIL CODE. [Div.I.Pt.IV.

§378. OTHER RECORDS TO BE KEPT BY CORPORA-
TIOIVS FOR PROFIT, AND OTHERS. In addition to the
recoi-ds required to be kept by the preceding section, corpo-
rations for profit must keep a book, to be known as the
"Stock and Transfer Book," in which must be kept [1] a
record of all stocks; [2] the names of the stockholders or
members, alphabetically arranged; [3] instalments paid or
unpaid; [4] assessments levied and paid or unpaid; [5] a
statement of every alienation, sale, or transfer of stock made,
the date thereof, and by and to whom; and [6] all such other
records as the by-laws prescribe. Corporations for relig-ions
and bonevolent 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.

History: Enacted March 21, 1872.

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

107 C. 447, 453, 40 P. 542 (referred to); 107 C. 629, 636. 40 P.
1047 (construed and applied); 146 C. 219, 223, 79 P. 889, 890
(referred to); 2 C. A. 638, 639, 84 P. 270 (construed and applied,
in connection with §14, art. XII, of the constitution, and held
to authorize an inspection of thfe books of the corporation).

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



226



Tit.I,ch.III,art.III.] EXAMINING AFFAIRS. §§ 382, 383

ARTICLE III.

EXAMINATION OF CORPORATIONS, ETC.

[This article was taken from the Stautes of 1850, §§ 29, 30,
p. 350.]
§ 382. Examination into affairs of corporation, how made by

officers of state.
§ 383. Examination made by legislature.
§ 384. Chapter and article may be repealed [repealed].

§382. EXAMINATION INTO AFFAIRS OF CORPORA-
TION, HOW MADE BY OFFICERS OF STATE. 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 witli 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 belong-
ing to such corporation, or appertaining to its affairs and
condition.

Hi.story: Enacted March 21, 1872.

See Kerr's Cyc. C. C. for 5 pars, annotation.
72 C. 21, 23, 13 P. 48, 49 (referred to in discussion).
As to many miscellaneous matters affecting corporations gen-
erally, see note § 283, ante.

§383. EXAMINATION MADE BY THE LEGISLATURE.

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 rela-
tion to the affairs and condition thereof; and may examine

227



§ 384 CIVIL CODE. [Div.I,Pt.IV.

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 docu-
ments 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.

History: Enacted March 21, 1872.

1 C. A. 61, 67, 81 P. 748 (cited as to legislative power of ex-
amination).

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

§384. CHAPTER A?fD AKTK LE 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 eighty-four shall be affected hereby, but the
same shall be continued in force under the provisions of said
section four hundred and four.

History: Enacted March 21, 1872; repealed by Code Commis-
sion, Act March 16, 1901, Stats, and Amdts. 1900-1, p. 352, lield
unconstitutional, see history, § 4 ante; repealed Marcli 18, 1907,
Stats, and Amdts. 1907, p. 578, 'Kerr's Stats, and Amdts. 1906-7,
p. 410.

See Kerr's Cyc. C. C. for 4 pars, annotation.

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



228



Tit.I,ch.III,art.IV.] FRANCHISE, SALE OF. §§ 388, 389

ARTICLE IV.

JUDGMENT AGAINST AND SALE OF CORPORATE PROPERTY.

S 388. Franchise sold under execution.

§ 3S9. Purchaser to transact business of corporation.

§ 390. Purchaser may recover penalties, etc.

§ 391. Liabilities same as before sale.

§ 392. Redemption.

§ 393. Sale, when made.

§ 388. FRANCHISE SOLD UNDER EXECUTION. For the

satisfaction of any judgment against any person, company,
or corporation having any franchise other than the franchise
of being a corporation, such franchise, and all the rights and
privileges thereof, may be levied upon and sold under execu-
tion, in the same manner, and with the same effect, as any
other property.

History: Enacted March 21, 1872; amended March 30, 1874,
Code Amdts. 1873-4, p. 208; Feb. 23, 1897, Stats, and Amdts. 1897,
p. 16; amended by Code Commission, Act March 16, 1901, Stats,
and Amdts. 1900-1, p. 352, held unconstitutional, see history, § 4
ante; amendment re-enacted March 20, 1905, Stats, and Amdts.
1905, p. 409.

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

80 C. 338, 341, 22 P. 254, 255 (applied); 86 C. 279, 283, 24 P.
1032, 1033 (referred to); 98 C. 311, 313, 33 P. 199 (construed and
applied).

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

§389. PURCHASER TO TRANSACT BUSINESS OF COR-
PORATION. The purchaser at the sale must receive a cer-
tificate 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 threafter 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.

History: Enacted March 21, 1872.
229



§§ 390-393 CIVIL CODE. [Div.I.Pt.IV.

§390. PURCHASER MAY RECOVER PENALTIES, ETC.

The purchasei' or his assignee is entitled to recover any pen-
alties 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.

Hi.story: Enacted Marcli 21, 1872.

§ 391. LIABILITIES SAME AS BEFORE SALE. The per-
son, company, or 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.

Hi-story: Enacted March 21, 1872; amended by Code Commis-
sion, Act March 16, 1901, Stats, and Amdts. 1900-1, p. 352, held
unconstitutional, see history, § 4 ante; amendment re-enacted
March 20, 1905, Stats, and Amdts. 1905, p. 409.

§392. REDEMPTION. Redemption from any such sale
may be had as provided in the Code of Civil Procedure in
the case of redemptions from sales of real estate on execu-
tion.

History: Enacted Marcli 21, 1872, amended by Code Commis-
sion, Act March 16, 1901, Stats, and Amdts. 1900-1, p. 352, held
unconstitutional, see liistory, § 4 ante; amendment re-enacted
March 20, 1905, Stats, and Amdts. 1905, p. 409.

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

§393. SALE, WHERE MADE. The sale of any franchise
under execution must be made in the county in which the
corporation has its principal place of business, or in which
the property, or some portion thereof, is situated.

230



Tit.I.ch.IV.] EXTENSION, DISSOLUTION. §§399,400

History: Enacted March 21, 1872; amended March 30, 1874,
Code Amdts. 1873-4, p. 209; by Code Commission, Act March 16,
1901, Stats, and Amdts. 1900-1, p. 352, held unconstitutional, see
history, § 4 ante; amendment re-enacted Marcli 20, 1905, Stats,
and Amdts. 1905, p. 409.



CHAPTER IV.

EXTENSION AND DISSOLUTION OF CORPORATIONS.

§ 399. Proceedings on disincorporation [repealed].

§ 400. Corporations, directors trustees of creditors, when dis-
solved, except.

§ 401. Extension of corporate existence, how made— Certificate
and certified copy, filing of.

§ 402. How corporations may continue their existence [re-
pealed].

§ 403. Title I to apply to all Corporations, with certain excep-
tions [repealed].

§399. PROCEEDINGS ON DISINCORPOBATION (re-
pealed).

Hi.story: Enacted March 21, 1872; repealed by Code Commis-
sion, Act March 16, 1901, Stats, and Amdts. 1900-1, p. 352, held
unconstitutional, see history, § 4 ante; repeal re-enacted March
21, 1905, Stats, and Amdts. 1905, p. 563.

See Kerr's Cyc. C. C. for 6 pars, annotation.

84 C. 327, 365, 366, 367, 18 A. S. 192, 24 P. 121, 129, 130, 10
L. 627 (referred to); 108 C. 431, 436, 41 P. 477 (referred to).

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

§400. CORPORATIONS, DIRECTORS TRUSTEES OF
CREDITORS, WHEN DISSOLVED, EXCEPT. Unless other
persons are appointed by the court, the directors or managers
of the affairs of a 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.

History: Enacted March 21, 1872; amended by Code Commis-
sion, Act March 16, 1901, Stats, and Amdts. 1900-1, p. 352, held
vinconstitutional, see history, § 4 ante; amendment re-enacted
March 21, 1905, Stats, and Amdts. 1905, p. 563.

231



§ 401 CIVIL CODE. [Div.T.Pt.TV.

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

84 C. 327, 358 (referred to), 365 (cited), 366, 367 (construed),
369, 370 (referred to), 374 (construed with section 564 C. C. P.),
380 (referred to), 18 A. S. 192, 24 P. 121, 127, 129, 130, 131, 132,

134, 10 L. 627; 100 C. 105, 119, 34 P. 492 (referred to); 101 C.

135, 147, 148, 149, 35 P. 549 (construed and applied); 150 C. 575,
580, 581, 89 P. 335 (this provision is applicable in all cases of
dissolution, wliether voluntary or involuntary).

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

§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 especially 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 witli 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 cer-
tificate 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 con-
strued to prolong or extend the duration of any franchise
or privilege heretofore granted to any coi'poratlon or joint
stock company by special legislative act, or by the munici-
pal authorities of any county, city, city and county, town, or

232



Tit.I.ch.IV.l EXTENSION, HOW MADE. §§402,403

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 corpora-
tion or joint stock company by laws in force and governmg
the formation and organization thereof at the time such
corporation or joint stock company was formed or organized.

History: Enacted March 21, 1872; amended March 30. 1874
Code Amdts. 1873-4, p. 209; by Code Commission, Act March 16
1901, Stats, and Amdts. 1900-1, p. 353, ^eld unconstitutiona^. see
history § 4 ante; amendments re-enacted March 21, 1905 Stats
and Imdts. 1905. p. 564; amended March 18, 1907, Stats and
Imdtt 1907, p. 344, Kerr's Stats, and Amdts. 1906-7, p. 410. In
effect immediately.

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

109 C. 571, 582, 42 P. 225 (construed and applied), 122 C. 66a.
.^39 55 P. 10 (referred to).

As to many miscellaneous matters affecting corporations gen-

erally, see note § 283, ante. ^. ^ r^f

Ex^;nsion of corporate existence not to exceed a term of
fifty years, provided for by the amendment to above section by
act o^Ma^ch 18, 1907, held in conflict with Art. XII, § 7 of the
constitution and therefore void, in Boca Mill Co. vs. Curry, 97
P. 1117.

§402. HOW CORPORATIONS MAT CONTINUE THEIR
EXISTENCE (repealed).

History: Enacted March 21. 1872; repealed March 30, 1874,
Code Amdts. 1873-4, p. 209.

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

122 C. 335, 336, 339, 55 P. 10 (construed).

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

§403. TITLE I TO APPLY TO ALL CORPORATIONS,
WITH CERTAIN EXCEPTIONS (repealed).

History: Enacted March 21, 1872; repealed March 20, 1905.
Stats, and Amdts. 1905, p. 410.

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

109 C. 571, 582, 42 P. 225 (referred to); 122 C. 335, 339. 55

^ AS t^o^many miscellaneous matters affecting corporations gen-
erally, see note § 283. ante.

233



§§403[a],404 CIVIL CODE. [Div.I.Pt.IV.



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