6 board can fix the amount of the salary, either before or after the services are rendered, and can pay officers for extra services rendered, if such services are outside the officers' usual duties." The corporation has a lien on salaries due, for all liabilities to it of the officer to whom the salary is owing. See Neall v. Hill, 16 Cal. 146. SECTION 164--SAME--OF DIRECTORS. A director is not entitled to a salary in the absence of a contract in advance. This contract can be express or implied, but in the absence of proof of a contract the presumption is always that the services of a director were gratuitous.10 Except that the interested director must take no part in the act, the board of directors can vote a salary to a director for any extraordinary service;" but the board cannot vote salaries to itself.12 An injunction will be granted restraining corporations from paying salaries voted by directors to themselves, and a decree given, declaring such resolution void. Hardee v. Sunset Oil Co., 56 Fed. 51. 6. Rosborough v. Shasta Co., 22 Cai. 557. 7. Fox v. Mackay, 123 Cal. 580, 56 Pac. 434. 8. Wickersham v Crittenden, 93 Cal. 17, 28 Pac. 788; Brown v. Valley View M. Co., 127 Cal. 630, 60 Pac. 424. 9. McCarthy v. Mount Tecarte Co., 111 Cal. 328, 43 Pac. 956; Barstow v. City R. R. Co., 42 Cal. 465, 10. Barstow v. City R. R. Co., 42 Cal. 465. 11. Wickersham v. Crittenden, 110 Cal. 332, 42 Pac. 893; unusual services base a quantum meruit. Bassett v. Fairchild, 64 Pac. 1080. [Cal. 1901.] 12. Zellerbach v. Allenberg, 99 Cal. 57, 33 Pac. 786; Wickersham v. Crittenden, 93 Cal. 17, 28 Pac. 788; Brown v. Valley View M. Co., 127 Cal. 630, 60 Pac. 424. The two year statute of limitations [C. C. P. 339, sub. 1] applies to an action on an implied contract to recover salaries, whether by officers, agents or directors. McCarthy v. Mt. Tecarte Co., 111 Cal. 328, 43 Pac. 956. For services rendered over two years before action brought, no recovery can be had on an implied contract. If an officer is elected for a term, the statute of limitation against an action to recover salaries begins to run from the end of the term. Shasta Co., 22 Cal. 557. Rosborough v. CHAPTER XVIII. BOOKS AND RECORDS. - SEC. 165-WHAT BOOKS MUST BE KEPT. SECTION 165-WHAT BOOKS MUST BE KEPT. Article XII, section 14 of the state constitution declares that "every corporation other than religious, educational or benevolent, organized or doing business in this state, shall have and maintain an office or place in this state for the transaction of its business, where transfers of stock shall be made, and in which shall be kept for inspection by every person having an interest therein, and legislative committees, books in which shall be recorded the amount of capital stock subscribed, and by whom; the names of the owners of its stock and the amounts owned by them respectively; the amount of stock paid in, and by whom; the transfer of stock; the amount of its assets and liabilities, and the names and places of residence of its officers." Re-enforcing this provision the Civil Code [Sec. 378] requires "that corporations for profit must keep a book, to be known as the 'Stock and Transfer Book,' in which must be kept a record of all stock, the names of the stockholders or members alphabetically arranged; installments paid or unpaid; assessments levied and paid or unpaid; a statement of every alienation, sale, or transfer of stock made, the date thereof, and by and to whom; and all such other records as the by-laws prescribe." In addition, "all corporations for profit are required to keep a record of their business transactions; a journal of all meetings of their directors, members or stockholders, with the time and place of holding the same, whether regular or special, and if special, its object, how authorized, and the notice thereof given. The record must embrace every act done or ordered to be done; who were present and who absent; and, if requested by any director, member, or stockholder, the time shall be noted when he entered the meeting or obtained leave of absence therefrom. On a similar request the ayes and noes must be taken on any proposition, and a record thereof made. On similar request, the protest of any director, member, or stockholder, to any action or proposed action, must be entered in full.” C. C. 377. secretary of the legible hand, in to be known as "All by-laws adopted must be certified by a majority of the directors and corporation, and copied in a some book kept in the office, the 'Book of By-laws,' and the book must then be open to the inspection of the public during office hours each day except holidays. Whenever any amendment or new by-law is adopted it must be copied in the book of by-laws with the original by-laws and immediately after them. If any by-law is repealed, the fact of repeal, with the date of the meeting at which the repeal was enacted, or written assent was filed, must be stated in said book. Until copied therein as required, no by-law or any amendment or repeal thereof, can be enforced against any person, other than the corporation, not having actual notice thereof." C. C. 304. "Corporations for religious and benevolent purposes must provide in their by-laws for such records to be kept as may be necessary." C. C. 378. "The president of every savings bank, savings and loan society, and every other bank, depository, society, or institution in which deposits of money are made, whether any interest or dividend is paid, or agreed to be paid, thereon or not, must, within fifteen days after the first day of January of every odd-numbered year, return to the board of bank commissioners a sworn statement showing the amount placed to his credit, his last known place of residence or postoffice address, and the fact of death, if known to such president, of every depositor who has not made a deposit therein or withdrawn therefrom any part of his deposit, or any part of the interest or dividends thereon, for a period of more than ten years next preceding. Such president must give notice of these deposits in one or more newspapers published in or nearest the town, city, or city and county where such bank, society, or other institution is situated or has its principal place of business, at least once a week for four successive weeks, the cost of such publication to be paid pro rata out of such unclaimed deposits. This section does not apply to any deposit made by or in the name of a person known to the president to be living, and which, with the accumulation thereon, is less than fifty dollars. The board of bank commissioners must incorporate in their subsequent report each return made to them as provided in this section. Any president of either of the institutions mentioned in this section who neglects or refuses to make the sworn statement required thereby is guilty of a misdemeanor." Sec. 580 C. C. [This section codifies Stats. 1897 p. 27, Stats. 1893 pp. 183, 717.] (For a discussion of the monthly reports which the law requires mining corporations to make, see Sec. 145, supra.) |