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territory, or foreign country, to keep at some place within
the state of California an office and in such office to keep

889



§ 588 CIVIL CODE. [Div.I,Pt.IV.

a complete set of books showing all receipts and expendi-
tures of such corporation, the sources of such receipts, and
the objects of such expenditures, and also all transfers of
stock. All books and papers must, at all times during busi-
ness hours, be open to the inspection of any stockholder.
He is ^titled to be accompanied by an expert, and to make
copies or extracts from any such books or papers.

[Stockholder may examine mining property.] He may, at
reasonable hours, examine such mining property, accom-
panied by an expert, take samples, and make such other
examination as he may deem necessary.

[Xontlily ))alance-slieet — Verified by oath, of whom.] It is
the duty of the directors, on the second Monday of each and
every month, to cause to be made an itemized account or
balance-sheet for the previous month, embracing a full and
complete statement of all disbursements and receipts, show-
ing from what sources such receipts were derived, and to
whom and for what object or purposes such disbursements
or payments were made; also all indebtedness or liabilities
incurred or existing at the time, and for what the same were
incurred, and the balance of money, if any, on hand. Such
account or balance-sheet must be verified under oath by the
president and secretary, and posted in some conspicuous
place in the office of the company.

[Superintendent to file monthly account; what must show.]
It is the duty of the superintendent, on the first Monday of
each month, to file with the secretary an itemized account,
verified under oath, showing all receipts and disbursements
made by him for the previous month, and for what said dis-
bursements were made. Such account must also contain a
verified statement showing the number of men employed
under him, and for what purpose, and the rate of wages paid
to each.

[Same — Report attached to account — Open to Inspection.]
He must attach to such account a full and complete report,
under oath, of the work done in said mine, the amount of
ore extracted, from what part of mine taken, the amount

390



I



Tit. XI.] VISITING MINE— EXPERT. § 589

sent to mill for reduction, its assay value, the amount of
bullion received, the amount of bullion shipped to the office
of the company or elsewhere, and the amount, if any, retained
by the superintendent. It is his duty to forward to the office
of the company a full report, under oath, of all discoveries
of ores or mineral-bearing quartz made in said mine, whether
by boring, drifting, sinking, or otherwise, together with the
assay value thereof. All accounts, reports, and correspond-
ence from the superintendent must be kept in some conspicu-
ous place in the office of said company, open to the inspec-
tion of all stockholders.

History: Enacted March 21, 1905, Stats, and Amdts. 1905, pp..
585-586; see introductory note to this title.

See Kerr's Cyc. C. C. for 15 pars, annotation.
As to many miscellaneous matters as to corporations gen-
erally, see note § 283, ante.

§ 589. RIGHT OF STOCKHOLDER TO VISIT MINE WITH
EXPERT. [DUTY OF SUPERIIVTEXDEiVT.] Any stock-
holder of a corporation formed under the laws of this state
for the purpose of mining, is entitled to visit, accompanied
by his expert, and examine the mine or mines owned by such
corporation, and every part thereof, at any time he may
see fit; and when such stockholder applies to the president
of such corporation, he must immediately cause the secretary
thereof to issue and deliver to such applicant an order,
under the seal of the corporation, directed to the superin-
tendent, commanding him to show and exhibit such parts
of said mine or mines as the party named in said order may
desire to visit and examine.

It is the duty of the superiiiteudent, on receiving such
order, to furnish such stockholder every facility for making
a full and complete inspection of said mine or mines, and
of the workings therein, and to accompany said stockholder
either in person, or to furnish some person familiar with
said mine or mines to accompany him in his visit to and
through such mine or mines, and every part thereof.

[Failure of superintendent to obey orders— Removal.] If

391



§ 590 CIVIL CODE. [Div.I,Pt.IV.

the superintendent fails to obey such order, such stockholder
is entitled to recover, in any court of competent jurisdiction,
against the corporation, a sum of one thousand dollars, and
traveling expenses to and from the mine, as liquidated dam-
ages, together with costs of suit. In case of such refusal,
it is the duty of the directors of the corporation forthwith
to remove the officer so refusing, and thereafter he must not
be employed directly or indirectly by the corporation, nor
must any salary be paid to him.

History; Enacted March 21, 1905, pp. 586-587; see introduc-
tory note to this title.

§590. LIABILITY OF PRESIDENT AND DIRECTORS.
[REFUSAL TO PERMIT EXAMINATION; DAMAGES.] In

case of the refusal or neglect of the president to cause to
be issued by the secretary the order mentioned in section
five hundred and eighty-nine, such stockholder is entitled to
recover against said president the sum of one thousand dol-
lars and costs, as provided in the last section.

If the directors fail to have the reports and accounts cur-
rent made and posted as provided in section five hundred and
eighty-eight, they are liable, either severally or jointly, to
an action by any stockholder complaining thereof, and on
proof of such refusal or failure, he may recover judgment
for actual damages sustained by him, with costs of suit.

[Removal of directors.] Each of such defaulting directors
is also liable to removal for such neglect.

History: Enacted March 21, 1905, p. 587; see introductory
note to this title.

See Kerr's C5'c. C. C. for 13 pars, annotation.
As to many miscellaneous matters as to corporations gen-
erally, see note § 283, ante.



392



1



Tit. XIa.] CHAMBERS OF COMMERCE, ETC. § 591



TITLE XIa.

CORPORATIONS FOR THE FORMATION OF CHAMBERS OF
COMMERCE. BOARDS OF TRADE, MECHANICS' INSTI-
TUTES, AND OTHER KINDRED ASSOCIATIONS.

[This title was added by Act March 21, 1905, Stats, and Amdts.
1905, pp. 587-589; verbatim re-enactment of similarly numbered
sections of the Code Commission, Act March 16, 1901 (Stats, and
Amdts. 1900-1, pp. 380, 381), held unconstitutional, see history,
§ 4 ante. This added title is a codification of Act 1866 (Stats.
1865-6, p. 469, as amended by Act 1868 (Stats. 1867-8, p. 15), and
Act 1885 (Stats, and Amdts. 1885, p. 76). See Stats, and Amdts.
1900-1, p. 429.]

§ 591. Formation, organization and powers of.

§ 592. Capital stock and certificates of.

§ 592a. Power which may be conferred on the trustees, direc-
tors, or the executive committee.

§ 592b. Power to acquire, sell, possess, and use property.

§ 592c. The by-laws. [Meeting-s, how called and conducted.]

§ 592d. Power to levy and collect assessments.

§ 592e. Pre-existing corporations may become entitled to the
benefit of this title.



§591. FORArATIO, ORGANIZATION AND POWER OF.

Corporations for tlie formation and organization of cliambers
of commerce, boards of trade, mechanics' institutes, and
other associations formed for the extension and promotion
of trade and commerce, or the advancement, protection, and
improvement of the mechanic arts, may be formed by twenty
or more persons, who must execute' and file articles of incor-
poration as prescribed in chapter one of title one of part
four of this code. Upon receiving from the secretary of
state a certificate of the filing with him of a certified copy
of its articles of incorporation, such corporation becomes
a body corporate, and by its corporate name has succession
for the period limited in its articles, and power: (1) To sue
and be sued in any court; (2) to make and use a common
seal, and alter it at pleasure; (3) to lease, purchase, hold,
sell, mortgage, convey in trust, convey, release from trust or

393



§ 592 CIVIL CODE. [Div.I.Pt.IV.

mortgage, such real and personal property as hereinafter
provided; (4) to elect and appoint such officers, agents, and
servants as the business of the corporation may require; and
(5) to make by-laws, not inconsistent with the laws of this
state, providing for the organization of the corporation and
the management of its affairs.

[Business.] No corporation formed under this title must
engage in any mercantile, commercial, or mechanical busi-
ness.

History: Enacted March 21, 1905, Stats, and Amdts. 1905,
p. 588.

See Kerr's Cyc. C. C. for 133 pars, annotation.

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

As to arbitration clause and jurisdiction of arljitration com-
mittee, see 26 Encyc. L. 805.

As to conclusiveness of decisions of tribunals of association
or corporations, see 49 L. 353-401.

As to remedy of members, see 59 A. S. 198-209.

As to right to resort to courts, see 53 A. S. 319, 48 A. S.
316, 18 A. S. 301.

As to rules and regulations of exchanges, boards of trade,
(•hambers of commerce and commercial associations, see 26
Encyc. L. 803.

As to stock and produce exchanges, see 26 Encyc. L. 788.

As to validity of constitution, by-laws and proceedings of
voluntary associations, see 69 A. D. 670-678.

Arbitration clause. — See 26 Encyc. L. 805.



§592. CAPITAL STOCK A>D CERTIFICATES OF. Every
corporation formed under this title may have a capital stock
and issue certificates to represent the shares thereof, if the
articles of incorporation contain a statement of the amount
of its capital stock and the number of shares into which
it is divided.

[Rights and privileges of stockholders.] The rights and
privileges to be accorded to stockholders are distinct from
those to be accorded to members at large of the corpora-
tion, and the obligations to be imposed upon stockholders

394



Tit. XIa.] POWERS— BY-LAWS. §§ 592a-592c

in the same relation must be fixed and established in the
by-laws of the corporation.

History: Enacted March 21, 1905, Stats, and Amdts. 1905, p.
588.

§ 592a. POWER WHICH 3IAY BE CONFERRED OX THE
TRUSTEES, DIRECTORS, OR THE EXECUTIYE COMMIT-
TEE. The corporation may confer upon a board of trustees
or directors, or upon a body to be styled the executive com-
mittee of the corporation, the right to exercise all or any of
the corporate powers, if the articles of incorporation state
that the right to exercise the corporate powers is to be con-
fided to such board of trustees or directors or to such execu-.
tive committee, and the number of trustees, directors, or
committee, and the names of those selected to take charge
of the affairs of the corporation for the first six months.

History: Enacted March 21, 1905, Stats, and Amdts. 1905,
pp. 588-589.

See Kerr's Cyc. C. C. § 591 note pars. 67-71.

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

§592b. POWER TO ACQUIRE, SELL, AND USE PROP-
ERTY. Every corporation formed under this title may lease,
purchase, have, hold, use, take possession of, and enjoy in
fee simple or otherwise any personal or real property within
the state necessary for the uses and purposes of the corpora-
tion, and may sell, lease, deed in trust, alien, or dispose of
the same at its pleasure.

History: Enacted March 21, 1905, Stats, and Amdts. 1905,
p. 589.

§592c. THE BY-LAWS. [MEETINGS, HOW CALLED
AND CONDUCTED.] The by-laws of any corporation formed
under this title without capital stock must prescribe how
members of the corporation shall be admitted and how ex-
pelled, and how officers, agents, and servants shall be

395



§§ 592d, 592e CIVIL CODE. [Div.I,Pt.IV.

appointed. Such provisions in the by-laws have force and effect
as between private parties and the corporation.

[3Iaiiiicr of calling and conducting meetings.] All corpora-
tions formed under the provisions of this title must deter-
mine, by their by-laws, the manner of calling and conducting
their meetings, the number of members that constitute a
quorum, the manner of levying and collecting assessments,
the officers of the corporation, the manner of their election
or appointment and their tenure of office, and may prescribe
suitable penalties for the violation of such by-laws, not
exceeding in any case one hundred dollars for any one
offense.

History: Enacted March 21, 1905, Stats, and Amdts. 1905,
p. 589.

See Kerr's Cyc. C. C. § 691 note pars. 80-109.
As to many miscellaneous matters as to corporations gen-
erally, see note § 283, ante.

§592d. POWER TO LEVY AND COLLECT ASSESS-
MENTS. Every corporation formed under the provisions of
this title has power to levy and collect, from the members
thereof, for the purpose of paying the proper and legal
expenses of the corporation, assessments in such manner as
may be prescribed by its by-laws, but not otherwise.

History: Enacted March 21, 1905, Stats, and Amdts. 1905,
p. 589.

§592e. PRE-EXISTING CORPORATIONS MAY BECOME
ENTITLED TO THE BENEFIT OF THIS TITLE. Every cor-
poration, association, or institution formed prior to the enact-
ment of this title, for any of the purposes contemplated
thereby, may, by a vote of the majority of its members vot-
ing at a meeting called for that purpose,- become entitled
to the benefit thereof on filing the certificate hereinafter
required.

Notice of such meeting and of its object mnst be published
in a newspaper of general circulation in the county in which

396



I



Tit. XIa.] CERTIFICATE — CONTENTS. § 592e

the principal place of business of the corporation, associa-
tion, or institution is located, for at least two weeks before
the day on which the meeting is to be held.

[Certificate, execution and contents.] Such certificate must
be signed and acknowledged by at least five members of the
corporation, association, or institution, must contain a list
of the members who desire to become members, and must
be filed with the county clerk of such county, and a copy
thereof, certified by him, must be filed with the secretary of
state. Thereupon such corporation, association, or institu-
tion possesses all the powers and privileges conferred by
this title.

Hi.story: Enacted March 21, 1905, Stats, and Amdts. 1905,.
p. 589.



397



§ 593 CIVIL CODE. [Div.I,Pt.IV.

TITLE XII.

RELIGIOUS, SOCIAL, AND BENEVOLENT CORPORATIONS.

§ 593. [Corporations not for profit.] Number of directors.

§ 594. Additional facts articles of incorporation to set out.

§ 595. -"Amount of real estate to be owned by such corporations.

§ 596. How much land friendly, etc., societies may hold.

§ 597. Directors to make verified report annually.

§ 598. Sale, mortgage, and bond of real property.

§ 599. What by-laws, etc., may provide for.

§ 600. Members admitted after incorporation.

§ 601. No member to transfer membership, etc.

§ 602. Religious society may become a corporation sole.

§ 602a. Corporation sole, continuous existence.

§ 603. Religious society may elect directors and incorporate.

Procedure.

§ 604. Same.

§ 605. Consolidation of corporations.

§ 593. [COKPO RATIONS NOT FOR PROFIT.] NUMBER

OF DIRECTORS. Any number of persons associated together
for any purpose, where pecuniary profit is not their object,
and for which individuals may lawfully associate themselves,
may, in accordance with the rules, regulations, or discipline
of the association, elect directors, the number thereof to be
not less than three nor more than twenty-one, and may
incorporate themselves as provided in this title.

History: Enacted March 21, 1872, founded upon Stats. 1869-
70, p. 46, and p. 420, § 1; amended April 3, 1880, Code Amdts.
1880 (C. C. pt.), p. 6; amended by Code Commission, Act March
16, 1901, Stats, and Amdts. 1900-1, p. 381, held unconstitutional,
see history, § 4 ante; amendment re-enacted March 18, 1905,
Stats, and Amdts. 1905, p. 113; amended March 18, 1907, Stats.
and Amdts. 1907, p. 579. Kerr's Stats, and Amdts. 1906-7, p. 415.

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

114 C. 295, 300 (referred to with other sections, 301 (construed
with other sections), 46 P. 2; 119 C. 477, 483 (applied, but er-
roneously cited as §595), 51 P. 841, 843 (same error); 121 C.
317, 321, 53 P. 901 (referred to); 128 C. 257, 260, 262, 60 P. 865
(construed).

398



Tit. XII.] ADDITIONAL FACTS— REAL ESTATE. §§ 594, 595

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

Expulsion and suspension of members. — See Kerr's Cyc. C. C.
§■ 599 and note.

Insurance laws — Exemption of fraternal societies from. — See
Kerr's Cyc. C. C. § 451 and note.

Jurisdiction of courts over. — See Kerr's Cyc. C. C. § 599 and
note.

§ 594. ADDITIONAL FA( TS ARTICLES OF INCORPORA-

TIOIV TO SET OUT. In addition to the requirements of sec-
tion two hundred and ninety, the articles of incorporation of
any association mentioned in the preceding section must set
forth the holding of the election for directors in accordance
with a resolution adopted at the last prior regular meeting,
the time and place where the same was held, and that notice
of such meeting was given to the members of said associa-
tion; that a majority of the members of such association who
were present voted at such election, and the result thereof;
which facts must be verified by the officers conducting the
election.

History: Enacted March 21, 1872, founded upon § 176, Act
April 22, 1850, Stats. 1850, p. 374, as amended Act April 8, 1862,
Stats. 1862, p. 125; amended March 19, 1909, Stats, and Amdts.
1909, p. 467.

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

52 C. 331, 333 (construed and applied); 128 C. 257, 260, 261,
262, 60 P. 865 (construed and applied); 130 C. 27, 39, 62 P. 386,
390 (construed — requirement as to verification is mandatory).

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

§595. AMOUNT OF REAL ESTATE TO BE OWNED BY
SUCH CORPORATIONS. All such corporations may hold all
the property of the association owned prior to incorporation,
or acquired thereafter in any manner, and transact all busi-
ness relative thereto; but no such corporation must own or
hold more real estate than may be necessary for the business
and objects of the association, and providing burial-grounds
for its deceased members, not to exceed six (6) whole lots
in any city or town, nor more than fifty (50) acres in the
country, the annual increase, income or profit, whereof must

399



§ 595 CIVIL CODE. [Div.T,Pt.IV.

not exceed fifty thousand ($50,000) dollars; provided, that
any such corporation now or hereafter having, and having
had continuously, for the next preceding three (3) years,
the care, custody, control, and maintenance each year, upon
an annual average of not less than one hundred (100)
orphans, half orphans, and indigent minor children, at any
one orphan asylum, shall be entitled and allowed to own
and possess any number of acres not exceeding one hundred
and sixty (160) acres of land in the country, outside of any
incorporated city or town, and the annual income or profit
of which does not exceed fifty thousand ($50,000) dollars;
and provided further, that the limitations herein provided
for shall not apply to corporations formed, or to be formed,
under section six hundred and two (602) of the Civil Code,
when the land is held or used for churches, hospitals, schools,
colleges, orphan asylums, parsonages, or cemetery purposes
or to corporations organized for social purposes and pur-
poses of recreation and not for profit; and provided further,
that the limitations herein provided for shall not apply to
corporations organized other than for profit, when the land
is timber land, and not exceeding one hundred and sixty
(160) acres in extent, and is held or used for the purposes
of the organizations, in which case said land shall be subject
to all laws regulating the preservation of forests.

History: Enacted March 21, 1872, founded upon § 182, Act
April 22, 1850, Stats. 1850, p. 374; amended Act May 3, 1852,
Stats. 1852, p. 168; Act May 3, 1853, Stats. 1853, pp. 140-141;
Act March 6, 1863, Stats. 1863, p. 34; amended April 6, 1881,
Stats, and Amdts. 1881, p. 9; April 19, 1899, Stats, and Amdts.
1899, p. 10; by Code Commission, Act March 16, 1901, Stats, and
Amdts. 1900-1, p. 382, held unconstitutional, see history, § 4
ante; amendment re-enacted substantially in form passed in
1901, March 13, 1903, Stats, and Amdts. 1903, p. 136; amended
February 21, 1905, Stats, and Amdts. 1905, p. 18.

See Kerr's Cj'c. C. C. for 2 pars, annotation.

114 C. 295, 300, 301, 46 P. 2 (referred to with other sections);
119 C. 477, 483 (erroneously cited for §593), 51 P. 841, 843 (same
error).

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

400



Tit. XII.] HOLDING — REPORT— SALE. §§ 596-598

§596. HOW MUCH LAND FRIENDLY, ETC., SOCIETIES
MAY HOLD. In addition to that provided for in the preced-
ing section, friendly societies and pioneer associations may
liold such real estate as may be necessary to carry out their
charitable purposes, or for the establishment and endowment
of institutions of learning connected therewith. In case any
such corporation is the owner, by donation or purchase,
of more lands than herein or in preceding section provided
for, such surplus must be sold and conveyed by the corpora-
tion within five years after its acquisition. Such sale may
be made without the order or decree of the superior court
as hereinafter provided.

History: Enacted March 21, 1872; amended Act Jan. 25, 1878,-
Code Amdts. 1877-8, p. 84; Act April 6, 1880, Code Amdts. 1880
(C. C. pt.), p. 6.

§597. DIRECTORS TO MAKE VERIFIED REPORT AN-
NUALLY. The directors must annually make a full report
of all property, real and personal, held in trust for their
corporation by them, and of the condition thereof, to the
members of the association for which they are acting.

History: Enacted March 21, 1872, founded upon § 183, Act
April 22, 1850, Stats. 1850, p. 374; amended by Code Commission,
Act March 16, 1901, Stats, and Amdts. 1900-1, p. 382, held un-
constitutional, see liistory, § 4 ante.

§598. SALE, MORTGAGE, AND BOND OF REAL PROP-
ERTY. Corporations of the character mentioned in section
five hundred and ninety-three may mortgage or sell the real
property held by them, and may secure the payment of indebt-
edness by deed of trust or mortgage upon their real property,
upon obtaining an order for that purpose from the superior
court held in the county in which the property is situated.
The corporations above mentioned may also issue bonds,
payable at any time within twenty years, as evidence of the
indebtedness secured by mortgage or deed of trust.

[Notice by publication.] Before making the order, proof
must be made to the satisfaction of the court that notice

401



§ 599 CIVIL CODE. [Div.I,Pt.IV.

of the application for leave to sell or mortgage or execute
a deed of trust has been given, by publication in such man-
ner and for such time as the court or the judge has directed,
and that it is to the interest of the corporation that leave
should be granted as prayed for. The application must be
made by petition, and any member of the corporation may
oppose the granting of the order, by affidavit or otherwise.

[Not to apply to burial plots.] But nothing herein con-
tained shall prohibit or prevent the trustees or directors of
such corporation, under such rules and regulations as they
may adopt, from disposing of burial plots situated in grounds
of such corporation dedicated for burial purposes, without
making such application to or obtaining an order from court.

History: Enacted March 21, 1872, founded upon § 179, Act
April 22, 1850, Stats. 1850, p. 374, a.s amended March 7, 1859,
Stats. 1859, p. 87; amended March 30, 1874, Code Amdts. 1873-4,
p. 216; April 6, 1880, Code Amdts. 1880 (C. C. pt.), p. 6; March
16, 1889, Stats, and Amdts. 1889, p. 230; March 20, 1891, Stats,
and Amdts. 1891, p. 179. In force March 20, 1891.

§ 599. AVHAT BY-LAWS, ETC., MAT PROVIDE FOR. Cor-
porations now organized or that may hereafter be organized
for purposes other than profit, may, either in their by-laws,
ordinances, constitutions, or articles of incorporation, pro-
vide for:

1. The qualification of members, mode of election or



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