California.

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

. (page 40 of 156)
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 40 of 156)
Font size
QR-code for this ebook


lodge, conference, assembly or other legislative or representa-
tive head controlling it, the condition of affairs of such cor-
poration, and the amount and manner of its receipts and
expenditures.

450



Tit.XVIII.] GRANTS— DIVIDING. § 653

[Reduction of board of trustees— Limitation.] After the two
or more colleges or institutions of higher education under the
patronage of any benevolent, religious or fraternal organiza-
tion or society, having a grand lodge, assembly, conference
or other legislative or representative head in the State of
California shall have become consolidated as hereinabove
directed or specified, the board of trustees of the new corpora-
tion, consisting at first of the persons constituting the boards
of trustees of the several institutions, respectively thus con-
solidated, may be reduced in number after said board of trus-
tees shall have transacted the business of said corporation
for a period of five years after such consolidation. Said num-
ber shall be reduced by the grand lodge, assembly, conference
or other legislative or representative head of said colleges or
institutions of higher education in the following manner, viz.:
At any annual session of such grand lodge, assembly, confer-
ence or other legislative or representative head, there shall be
dropped from the number of trustees to be elected at that ses-
sion of such grand lodge, assembly, conference or other legis-
lative or representative head such a number of trustees as
those present at such session shall determine, provided how-
ever, that at no time shall the number of trustees composing
such board be less than fifteen.

History: Enacted Feb. 23, 1893, Stats, and Amdts. 1893, p. 4;
amended March 9, 1895, Stats, and Amdts. 1895, p. 40; March 15,
1909, Stats, and Amdts. 1909, p. 385.

§653. SPECIFIC GRAKTS, ETC., MUST NOT BE
DIVERTED. The several boards of trustees of the institu-
tions thus consolidated shall be and are hereby authorized
and directed to transfer all property, real and personal, held
by them, to the new corporation, as herein constituted,
together with all powers, privileges, and authority conferred
upon or enjoyed by them under their respective charters or
acts of incorporation. The new corporation receiving such
property shall assume all indebtedness and liabilities of such
institutions as are thus consolidated, but shall not transfer
such property from one location to another, except by an

451



§ 653 CIVIL CODE. [Div.I.Pt.IV.

affirmative vote of not less than three-fourths of the said
board of trustees of the new corporation, nor divert specific
grants, donations, or bequests from the purposes for which
such grants, donations, or bequests were made. That after
the boards of trustees have conveyed the property, real and
personal, of the various institutions to the new corporation,
as hereinabove provided, and the same has been accepted by
the said new corporation, then the franchises held by the
corporations thus consolidating shall cease, and the said
corporations shall be thereby dissolved.

History: Enacted Feb. 23, 1893, Stats, and Amdts. 1893, p. 4;
amended March 9, 1895, Stats, and Amdts. 1895, p. 40.



452



II



Tit.XIX.] CO-OPERATIVE CORPORATIONS. § 653a

TITLE XIX.

CO-OPERATIVE BUSINESS CORPORATIONS.

[A new title added by Act March 21, 1905, Stats, and Amdts.
1905, p. 594.]

§ 653a. Purposes for which may be formed.

§653a. PURPOSES FOR WHICH MAY BE FORMED.

Co-operative business corporations may be formed for doing
any lawful business, and dividing a portion of their profits
among persons other than their stockholders. Each of such
corporations may, in its by-laws, in addition to the matters
specified in section three hundred and three, provide the
amount of profits which must be divided among persons other
than its stockholders, and the manner in which and the per-
sons among whom such division maj' be made.

Hi-story: Enacted March 21, 1905, Stats, and Amdts. 1905,
p. 594.

See Kerr's Cyc. C. C. for 15 pars, annotation.

As to how private corporations may be formed, see Kerr's
Cyc. C. C. § 285 and note.

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

As to purposes for which private corporations may be
formed, see Kerr's Cyc. C. C. § 286 and note.

Amount due member of co-operative bank subject to trustee
process. — See 3 L. 416.



453



§ 653b CIVIL CODE. [Div.I,Pt.IV.

TITLE XX.

CO-OPERATIVE BUSINESS ASSOCIATIONS.

[A new title added by Act March 21, 1905, Stats, and Amdts.
1905, pp. 595-599.]

§ 653b. Formation and purposes of.

§ 653c. Rights, interests, and liabilities of members.

§ 653d. Tlie articles of association.

§ 653e. Tlie by-laws.

§ 653f. Execution against the association or its members.

§ 653g. Purpose of the association, how may be altered.

§ 653h. Powers of the association.

§ 653i. Consolidation of associations.

§ 653j. Dissolution and winding up of association.

§ 653k. Quo warranto to inquire into the right of an association

to do business.

§ 6531. What corporations or associations are not affected by

this title.

§6531). FOKMATION AND PURPOSE OF. Five or more
persons may form a co-operative association for the transac-
tion of any lawful business, whether for profit or not, or for
the promotion of any educational, industrial, benevolent,
social, or political purpose. Such association must not have
any capital stock, but must issue membership certificates to
each member.

[Certificate of meiiibcrship — Transfer.] Such certificate
cannot be assigned, so that the assignee can, by its transfer,
become a member of the association, but, by a resolution of
its board of directors, such certificate may be transferred,
and the transferee made a member in lieu of the last former
holder.

History: Enacted March 21, 1905, Stats, and Amdts. 1905,
p. 595.

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

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

454



II



Tit.XX.] RIGHTS AND LIABILITIES. §§ 653c, 653d

§ 653c. RIGHTS, IJfTEEESTS, AND LIABILITY OF MEM-
BERS. In such association the rights and interests of all
members are equal, and no member can have or acquire a
greater interest therein than any other member has. At every
election held pursuant to the by-laws each member must be
entitled to cast one vote and no more.

[Who are eligible to membersliip.] All persons above the
age of eighteen years, regardless of sex, are eligible to mem-
bership, if otherwise qualified and elected as the by-laws may
provide. The by-laws must provide for the amount of the
indebtedness which such association may incur.

[Liability of members.] And no member shall be respon-
sible individually, or personally liable, for any of the debts'
or liabilities of the association in excess of his proportion of
such indebtedness; but in case of the failure and insolvency
of such association, may be required to pay any unpaid dues
or instalments which have, before such insolvency, become
due from such member to the association, pursuant to its
by-laws.

History: Enacted March 21, 1905, Stats, and Amdts. 1905,
p. 595.

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

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

§653(1. THE ARTICLES OF ASSOCIATION. Every asso-
ciation formed under this title must prepare articles of asso-
ciation, in writing, stating: The name of the association, the
purpose for which it is formed, the place where its principal
business is to be transacted, the term for which it is to exist,
not to exceed fifty years, the number of the directors thereof,
and the names and residences of those selected for the first
year, the amovmt which each member is to pay upon admis-
sion as membership fee, and that each member signing the
articles has actually paid in such sum, and that the interest
and right of each member therein is to be equal.

[Subscription and acknowledgment; filing.] Such articles
of association must be subscribed by the original associates

455



§ 653e CIVIL CODE. [DivJ.Pt.IV.

or members, and acknowledged by each before some person
competent to take an acknowledgment of a deed in this state.
Such articles so subscribed and acknowledged must be filed in
the office of the clerk of the county wherein the principal
business of the association is to be transacted, and a copy
thereof certified by such clerk, with the secretary of state,
who must thereupon issue his certificate in the form, and
having the effect prescribed in section two hundred and
ninety-six.

History: Enacted March 21, 1905, Stats, and Amdts. 1905,
pp. 595-596.

As to articles of association, what they must set forth, and
number of directors, see Kerr's Cyc. C. C. P. § 290 and note.

As to filing articles of incorporation in the office of the clerk
in tlie county in which the principal office is to be located, see
Kerr's Cyc. C. C. P. § 294 and note.

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

As to subscription and acknowledgment of articles of incor-
poration, see Kerr's Cyc. C. C. P. § 292 and note.



§ 653o. THE BY-LAWS. Every association formed under
this title must, within forty days after it so becomes an asso-
ciation, adopt a code of by-laws for the government and
management of the association, not inconsistent with this
title. A inajoritj of all the associates is necessary to the
adoption of such by-laws, and the same must be written in a
book, and subscribed by the members adopting the same, and
the same cannot be amended or modified except by the vote
of a majority of all the members, after notice of the proposed
amendment, given as the by-laws may provide.

[What by-laws may i>rovide — Number, terms, and compen-
sation of officers.] Such association may, by its by-laws, pro-
vide for the time, place, and manner of calling and conducting
its meetings; the number of directors, the time of their elec-
tion, their term of office, the mode and manner of their
removal, the mode and manner of filling vacancies in the
board caused by death, resignation, removal, or otherwise, and
the power and authority of such directors, and how many

456



I



Tit.XX.] BY-LAWS— PROVISIONS OF. § 653e

thereof are necessary to the exercise of the powers of such
directors, which must be at least a majority; the compensa-
tion of any of the directors, or of any officer; the number of
the officers, if any, other than the directors, and their term
of office; the mode of removal, and the method of filling a
vacancy; the mode and manner of conducting business; the
mode and manner of conducting elections, and may provide
for voting by ballots forwarded by mail or otherwise;

[Manner of conducting election; qualifications and succes-
sion; expulsion.] Provided the method secures the secrecy
of the ballot; the mode and manner of succession of mem-
bership, and the qualifications for membership, and on what
conditions, and when membership must cease, and the mode'
and manner of expulsion of a member, subject to the right of
an expelled member to have the board of directors appraise
his interest in the association in either money, property, or
labor, as the directors may deem best, and to have the money,
property, or labor so awarded him paid, or delivered, or per-
formed within forty days after expulsion;

[Amount of membership fees, dues, etc.] The amount of
membership fee, and the dues, instalments, or labor which
each member must be required to pay or perform, if any, and
the manner of collection or enforcement, and for forfeiting
or selling of membership interest for non-payment or non-
performance;

[Withdrawal; ascertainment of interest.] The method,
time, and manner of permitting the withdrawal of a member,
if at all, and how his interest must be ascertained, either in
money or property, and within what time the same must be
paid or delivered to such member; the mode and manner of
ascertaining the interest of a member at his death, if his legal
representatives or none of them desire to succeed to the mem-
bership, and whether the same must be paid to his legal rep-
resentatives in money, or property, or labor, and within what
time the same must be paid, or delivered, or performed; such
other things as may be proper to carry out the purpose for
which the association was formed.

457



§ 653f CIVIL CODE. [Div.I,Pt.IV.

[Division of profits.] The by-laws must provide for the

time and manner in whicli profits must be divided among the
members, and what proportion of the profits, if any, must be
added to the common property or funds of the association.
But the by-laws may provide that the directors may suspend
or pass the payment of any such profit, or instalment of earn-
ings, at their discretion.

[Recording and filing by-laws.] The by-laws and all
amendments must be recorded in a book and kept in the office
of the association, and a copy, certified by the directors, must
be filed in the office of the county clerk where the principal
business is transacted.

History; Enacted March 21, 1905, Stats, and Amdts. 1905,
p. 596-597.

As to by-laws, adoption of, etc., see Kerr's Cyc. Pol. C. § 301
and note.

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

As to recording and amending by-laws, see Kerr's Cyc. C. C. P.
§ 304 and note.

As to what by-laws may be adopted, see 85 A. D. 617-622.

As to what by-laws may provide for, see Kerr's Cyc. C. C. P.
§ 303 and note.

§653f. EXECUTION AGAINST THE ASSOCIATION OR
ITS MEMBERS. The property of such association is subject
to attachment and execution for its lawful debts. The interest
of a member in such association, if sold upon execution, or
any judicial or governmental order whatever, cannot authorize
the purchaser to have any right, except to succeed, as a mem-
ber in the association, with the consent of the directors to the
rights of the member whose interest is thus sold. If the
directors choose to pay or settle the matter after such sale,
they may either cancel the membership, and add the interest
thus sold to the assets or common property of the association,
or reissue the share or right to a new member upon proper
payment therefor, as the directors may determine.

History: Enacted March 21, 1905, Stats, and Amdts. 1905,
p. 597.

458



Tit.XX.] PURPOSE AND POWERS. §§ 653g-653i

§ 653g:. PURPOSE OF THE ASSOCIATION, HOW MAY BE
ALTERED. The purpose of the business may be altered,
changed, modified, enlarged, or diminished bj' a vote of two-
thirds of all the members, at a special election to be called
for such purpose, of which notice must be given the same as
the by-laws provide for the election of directors.

History: Enacted March 21, 1905, Stats, and Amdts. 1905
p. 597.

§ 653h. POWERS OF THE ASSOCIATION. Every associa-
tion formed under this title has power of succession by its
associate name for fifty years; in such name to sue and be
sued in any court; to make and use a common seal, and alter
the same at pleasure; to receive by gift, devise, or purchase,
hold, and convey real and personal property, as the purposes
of the association may require; to appoint such subordinate
agents or officers as the business may require; to admit asso-
ciates or members, and to sell or forfeit their interest in the
association for default of instalments, or dues, or work, or
labor required, as provided by the by-laws; to enter into any
and all lawful contracts or obligations essential to the trans-
action of its affairs, for the purpose for which it was formed,
and to borrow money, and issue all such notes, bills, or evi-
dences of indebtedness or mortgage as its by-laws may pro-
vide for; to trade, barter, buy, sell, exchange, and to do all
other things proper to be done for the purpose of carrying
into effect the objects for which the association is formed.

HLstory: Enacted March 21, 1905, Stats, and Amdts. 1905
pp. 597-598.

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

As to powers of association, see Kerr's Cyc. C. C. § 305 and
note.

§6o3i. CONSOLIDATION OF ASSOCIATIONS. Two or

more associations formed and existing under this title, or
under any pre-existing law authorizing their formation for
the same purposes, may be consolidated, upon such terms, and

459



§ 653j CIVIL CODE. [Div.I,Pt.IV.

for such purposes, and by such name, as may be agreed upon,
in writing, signed by two-thirds of the members of each such
association.

[What agreement must state; filing:; fee.] Such agreement
must also state all the matters necessary to articles of asso-
ciation, and must be acknowledged by the signers before an
officer competent to take an acknowledgment of deeds in this
state, and be filed in the office of the county clerk of the
county wherein the principal business of the association is
to be transacted, and a certified copy thereof in the office
of the secretary of state, and pay the same fees for filing
and recording as required by this code for the filing and
recording of the certified copy of the original articles of asso-
ciation; and from and after the filing of such certified copy,
the former associations comprising the component parts
cease to exist, and the consolidated association succeeds to
all the rights, duties, and powers of the component associa-
tions, and is possessed of all the rights, duties, and powers
prescribed in the agreement of consolidated association not
inconsistent with this title, and is subject to all the liabilities
and obligations of the former component associations, and
succeeds to all the property and interests thereof, and may
make by-laws and do all things permitted by this title.

History: Enacted March 21, 1905, Stats, and Amdts. 1905,
p. 598.

§653j. DISSOLUTION AND WINDING UP OF ASSOCIA-
TION. Any association formed or consolidated under this
title may be dissolved and its affairs wound up voluntarily by
the written request of two-thirds of the members. Such
request must be addressed to the directors, and must specify
reasons why the winding up of the affairs of the association
is deemed advisable, and must name three persons who are
members to act in liquidation and in winding up the affairs
of the association, a majority of whom must thereupon have
full power to do all things necessary to liquidation; and
upon the filing of such request with the directors, and a copy
thereof in the office of the county clerk of the county where

460



Tit.XX.] QUO WARRANTO. §§ 653k, 6531

the principal business is transacted, all power of the directors
ceases and the persons appointed must proceed to wind up
the association, and realize upon its assets, and pay its debts,
and divide the residue of its money among the members, share
and share alike, within a time to be named in said written
request, or such further time as may be granted them by two-
thirds of the members, in writing, filed in the office of said
county clerk; and upon the completion of such liquidation the
said association must be deemed dissolved. No receiver of
any such association, or of any property thereof, or of any
right therein, can be appointed by any court, upon the appli-
cation of any member, save after judgment of dissolution for
usurping franchises at the suit of the state of California by
its attorney-general.

History: Enacted March 21, 1905, Stats, and Amdts. 1905,
p. 598.

§ 653k. QUO WARRANTO TO IIVQITIRE INTO THE RIGHT
OF AN ASSOCIATION TO DO BUSINESS. The right of any
association claiming to be organized under this title to do
business may be inquired into by quo warranto, at the suit
of the attorney-general of this state, but not otherwise.

History: Enacted March 21, 1905, Stats, and Amdts. 1905,
p. 599.

§ 6531. WHAT CORPORATIONS OR ASSOCIATIONS ARE
NOT AFFECTED BY THIS TITLE. This title is not appli-
cable to railroads, telegraph, telephone, banking, insurance,
building and loan, or any other corporation, unless the special
provisions of this code, applicable thereto, are complied with.

History: Enacted March 21, 1905, Stats, and Amdts. 1905,
p. 599.



461



§§ 653m, 653n CIVIL CODE. [Div.I.Pt.IV.



TITLE XXI.

NON-PROFIT CO-OPERATIVE AGRICULTURAL, VITICULT-
URAL AND HORTICULTURAL ASSOCIATIONS.

[A new title to be XXI of part IV of division First added
by Act February 12, 1909, to read as follows:]

§ 653m. Formation and Purposes of.

§ 653n. Membership.

§ 653o. Articles of Incorporation.

§ 653p. By-laws.

§ 653q. Powers of Association.

§ 653r. Amendment to Articles of Incorporation.

S 653s. Quo Warranto.



§ 653111. FOKMATIO> AND PURPOSES OF. Three or more
persons engaged in the production, preserving, drying, pack-
ing, shipping, or marketing of agricultural, viticultural or
horticultural products, or all of them, may form a non-
profit co-operative association under the provisions of this
title, to carry on said business, and such association shall
have, and may exercise, the powers authorized by this title,
and the powers necessarily incidental thereto, and all other
powers granted to private corporations by the laws of this
state, except such powers as are inconsistent with those
granted by this title.

Hlstfjry: Enacted February 12, 1909, Stats, and Amdts. 1909,
p. 16.

§ 65311. MEMBERSHIP. Such association shall not have
a capital stock, and its business shall not be carried on for
profit. Any person or any number of persons, in addition
to the original incorporators, may become members of such
association, upon such terms and conditions as to member-
ship, and subject to such rules and regulations as to their,
and each of their, contract and other rights and liabilities
between it and the member, as the said association shall pro-
vide in its by-laws.

462



II



Tit.XXI.] MEMBERSHIP — ARTICLES. § 653o

[Certificate of memhersliip. Right of succession.] The

association sliall issue a certificate of membership to each
member, but the said membership, or the said certificate
thereof, shall not be assigned by a member to any other
person, nor shall the assigns thereof be entitled to member-
ship in the association, or to any property rights or interest
therein. Nor shall a purchaser at execution sale, or any
other person who may succeed, by operation of law or other-
wise to the property interests of a member, be entitled to
membership, or become a member of the association by vir-
tue of such transfer. The board of directors may, however,
by motion duly adopted by it, consent to such assignment or
transfer and to the acceptance of the assignee or transferee
as a member of the association, but the association shall
have the right, by its by-laws, to provide for or against the
transfer of membership and for or against the assignment
of membership certificates, and also the terms and conditions
upon which any such transfer or assignment shall be
allowed.

History: Enacted February 12, 1909, Stats, and Amdts. 1909,
p. 17.

§6530. ARTICLES OF INCORPORATION. Each associa-
tion formed under this title must prepare and file articles
of incorporation setting forth:

1. The name of the association.

2. The purpose for which it is formed.

3. The place where its principal business will be transacted.

4. The term for which it is to exist, not exceeding fifty
years.

5. The number of directors thereof, which must not be
less than three and which may be any number in excess
thereof, and the names and residences of those selected for
the first year and until their successors shall have been
elected, and shall have accepted office.

6. Whether the voting power and the property rights and
interest of each member shall be equal or unequal, and if
unequal the articles shall set forth a general rule or rules

463



§ 653p CIVIL CODE. [Div.I.Pt.IV.

applicable to all members by which the voting power and
the property rights and interests, respectively, of each mem-
ber may and shall be determined and fixed, but the associa-
tion shall have power to admit new members who shall be
entitled to vote and to share in the property of the associa-
tion with the old members, in accordance with such general
rule. This provision of the articles of incorporation shall
not be altered, amended, or repealed except by the unani-
mous written consent or the vote of all the members.

7. Said articles must be subscribed by the original mem-
bers and acknowledged by one of them before an officer



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 40 of 156)