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Recording stamps.

Certified copies.

same force and effect for all purposes as though such acknowledgments had been
taken before and certified by an officer authorized by law to take and certify such
acknowledgments; and the records of such deeds or instruments, if the same shall
have been admitted to record, shall hereafter impart notice to the same extent as
though such acknowledgments had been taken before and certified by such legally
authorized officer: Provided, nothing in this act shall be so construed as in any man
ner to affect the rights of any subsequent purchaser in good faith.
SEO. 2. This act shall take effect from and after its passage.

An Act to regulate the recording of stamped instruments of writing.
Approved January 15, 1864; 1863--4, 14.

720. SECTION 1. In the recording of deeds, mortgages, wills, or other instruments of writing required or authorized by law to be recorded, the clerk, recorder, or other officer whose duty it is to make the record, shall, if the same have affixed to them any stamp or stamps purporting to be in accordance with any law of the United States, make a scroll in the margin of the record in the place of the said stamp or stamps, and enter upon the record, within said scroll, the amount in value of the said stamp or stamps, and the marks of cancelation.

721. SEC. 2. A certified copy of the record so made shall be prima facie evidence of the original stamp or stamps, and that the same had been affixed on the original deed, mortgage, or other instrument in writing, prior to filing the same for record, in the manner and to the purport indicated on the said record, or the certified copy thereof.

722. SEO. 3. It is hereby made the duty of the secretary of State to immediately transmit to each of the county recorders of this State a copy of this act. SEO. 4. This act shall take effect from and after its passage.

Oath.

Bond.

To perform duties of sheriff, &c.

Powers when

acting as sheriff.

Duties in cases of suspicious death.

Juror falling to appear.

Jury to inquire into death.

An Act concerning coroners.

Coroner.

Passed April 19, 1850, 264.

723. SECTION 1. Every person who may be chosen coroner of any county, shall, before he enters upon the discharge of the duties of his office, take the oath of office prescribed by the constitution of this State, and give bond in the sum of five thousand dollars.

724. SEO. 2. The coroner shall perform the duties of sheriff in all cases where the sheriff is interested, or otherwise incapacitated from serving; and also in cases of a vacancy by death, resignation, or otherwise, in the office of sheriff, the coroner shall discharge the duties of such office until a sheriff is elected and qualified.

725. SEC. 3. Whenever the coroner acts as sheriff, he shall possess the powers, and perform all the duties of sheriff, and shall be liable on his official bond in like manner as a sheriff would be, and shall be entitled to the same fees as are allowed by law to the sheriff for similar services.

726. SEC. 4. When a coroner has been informed that a person has been killed, or has committed suicide, or has suddenly died under such circumstances as to afford a reasonable ground to suspect that his death has been occasioned by the act of another, by criminal means, he shall go to the place where the body is, or cause it to be exhumed, if it has been interred, and forthwith summon not less than nine nor more than fifteen persons, qualified by law to serve as jurors, to appear before him forthwith, at the place where the body of deceased is, to inquire into the cause of the death. [Amendment, approved May 14, 1862, 552.

727. SEO. 5. Every person summoned as a juror, who shall fail to appear without having a reasonable excuse, shall forfeit any sum not exceeding one thousand dollars, to be recovered by the coroner in the name of the people of the State, before any justice of the peace, in the proper township, and when collected, to be paid over to the county treasurer for the use of the county.

728. SEC. 6. When six or more of the jurors attend, they shall be sworn by the coroner to inquire who the person was, and when, where, and by what means he came to his death, and into the circumstances attending his death; and to render a true verdict therein, according to the evidence afforded them, or arising from the inspection of the body.

729. SEC. 7. The coroner may issue subpoenas for witnesses, returnable forthwith

withesses.

or at such time and place as he may appoint, which may be served by any competent Subpoenas and person. He must summon and examine as witnesses, every person, who, in his opinion, or that of any of the jury, has any knowledge of the facts, and he may summon a surgeon or physician to inspect the body, and give a professional opinion as to the cause of the death.

730. SEC. 8. A witness served with a subpoena may be compelled to attend and Disobedience of subpoenas. testify, or punished by the coroner for disobedience, in like manner as upon a subpoena issued by a justice of the peace.

731. SEC. 9. After inspecting the body and hearing the testimony, the jury shall Verdict and inquisition in render their verdict and certify the same by an inquisition in writing, signed by them, writing. and setting forth who the person killed is, and when, where, and by what means he came to his death; and if he was killed, or his death occasioned by the act of another by criminal means, who is guilty thereof.

732. SEO. 10. The testimony of the witnesses examined before the coroner's jury Testimony to bo shall be reduced to writing by the coroner, or under his direction, and shall be forth- written and filed. with filed by him, with the inquisition, in the office of the clerk of the district court

of the county.

733. SEC. 11. If, however, the person charged with the commission of the offense When delivered be arrested before the inquisition can be filed, the coroner shall deliver the same, with to magistrate. the testimony taken, to the magistrate before whom such person may be brought, who

shall return the same, with the depositions and statement taken before him, to the

office of the clerk of the district court of the county.

734. SEC. 12. If the jury find that the person was killed by another, under circum- Warrants of stances not excusable or justifiable by law, or that his death was occasioned by the act arrest. of another by criminal means, and the party committing the act be ascertained by the inquisition, and be not in custody, the coroner shall issue a warrant, signed by him, with his name of office, into one or more counties as may be necessary, for the arrest of the person charged.

735. SEC. 13. The coroner's warrant shall be in substantially the following form: Form of warrant. "County of The People of the State of California, to any sheriff, constable, marshal, or policeman in this State: An inquisition having been this day found by a coroner's jury before me, stating that A. B. has come to his death by the act of C. D. by criminal means (or as the case may be, as found by the inquisition), you are therefore commanded forthwith to arrest the above named C. D. and take him before the nearest or most accessible magistrate in this county. Given under my hand this day of, A. D. 18—. E. F., Coroner of the county of -."

736. SEC. 14. The coroner's warrant may be served in any county, and the officers Service of serving it shall proceed thereon in all respects, as upon a warrant of arrest on an infor- warrant. mation before a magistrate, except that when served in another county, it need not be indorsed by a magistrate of that county.

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deceased.

737. SEC. 15. The coroner must, within thirty days after an inquest upon a dead Money and propbody, deliver to the county treasurer any money or other property which may be found erty found on upon the body, unless claimed in the mean time by the legal representatives of the deceased. If he fail to do so, the treasurer may proceed against the coroner, to recover the same, by a civil action in the name of the county.

738. SEC. 16. Upon the delivery of money to the treasurer, he shall place it to the credit of the county. If it be other property, he shall, within thirty days, sell it at money and property public auction, upon reasonable public notice, and shall, in like manner, place the proceeds to the credit of the county.

Disposition of

739. SEC. 17. If the money in the treasury be demanded within six years by the Claims of legal legal representatives of the deceased, the treasurer shall pay it to them, after deducting representatives. the fees and expenses of the coroner and of the county in relation to the matter, or the same may be so paid at any time thereafter, upon the order of the court of sessions of

the county.

allowing coro

740. SEC. 18. Before auditing and allowing the account of the coroner, the court of Auditing and sessions shall require from him a statement in writing, of any money or other property ner's accounts. found upon persons on whom inquests have been held by him, verified by his oath, to the effect that the statement is true, and that the money or property mentioned in it has been delivered to the legal representatives of the deceased, or to the county treasurer. 741. SEC. 19. If the office of coroner be vacant, or he be absent, or unable to attend, Vacancy of office the duties of his office may be performed by any justice of the peace of the county, coroner. with the like authority, and subject to the same obligations and penalties as the coroner. 742. SEC. 20. In the Counties of San Diego, Los Angeles, Santa Barbara, San Luis

or absence of

Fees and mileage.

Obispo, Sonoma, Santa Clara, Monterey, a coroner shall receive five dollars for each inquest he may hold, and twenty cents for each mile necessarily traveled to hold an inquest. In all other counties of the State a coroner shall receive ten dollars for each inquest he may hold, and twenty-five cents for each mile necessarily traveled to hold an inquest. Coroners' fees shall be county charges. [Amendment, approved April 30, 1852, 167.

743. SEC. 21. A justice of the peace, acting as coroner, shall be entitled to the same fees, payable in the same manner.

744. SEO. 22. When an inquest shall be held by the coroner, and no person shall offer to take charge of the body of the deceased, it shall be his duty to cause said Fees of justices body to be decently interred; and in case that there shall not be sufficient property

acting as

coroners. Burials.

belonging to the estate of the deceased, to pay the necessary expenses of the said burial, said expenses shall be a legal charge upon his county. The coroner shall be entitled to receive the sum of two dollars out of his county treasury, for attending to the burial of such dead body. [Amendment, approved April 24, 1852, 167.

An Act to provide for public administrators in certain counties (making the coroners public administrators), approved March 13, 1862, 43, and several special acts of same nature. See PUBLIC ADMINISTRATOR.

SPECIAL ACTS.

745. [The following special acts change the general laws in some of the counties:An Act concerning the official bonds of public administrator and coroner in the County of Yolo, 1858, 28.

An Act relating to the coroner of the city and County of San Francisco, 1859, 8.

An Act allowing compensation to the coroner of the City and County of San Francisco, for certain services (chemical analyses), 1859, 36.

An Act concerning the salary and fees of the coroner of the City and County of San Francisco, 1863-4, 161.

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I. Corporations in General

Corporations.

[Under this title will be found grouped the various acts in relation to corporations under the following heads:

II. Insurance Companies

746

795

III. Railroad Companies

826

IV. Plank and Turnpike Roads

894

V. Wagon Road Companies

928

VI. Manufacturing, Mining, Mercantile, Wharfing, Trade, Business and Commercial
Corporations, &c.

932

VII. Water Companies

964

VIII. Canal Companies

976

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CORPORATIONS IN GENERAL.

An Act to provide for the incorporation of cities, passed March 11, 1850, 87.
See CITIES, ante, 507.

An Act to provide for the incorporation of towns, approved April 19, 1856, 198.
See Towns, post, 7084.

An act to provide for the incorporation of colleges, passed April 20, 1850, 273.
See COLLEGES, ante, 573.

An Act concerning corporations.

Passed April 22, 1850, 847.

CHAPTER I.

GENERAL PROVISIONS.

746. SECTION 1, Every corporation, as such, has power:

First, To have succession by its corporate name, for the period limited, and when no period is limited, perpetually.

Second, To sue and be sued in any court.

Third, To make and use a common seal, and alter the same at pleasure. Fourth, To hold, purchase, and convey such real and personal estate as the purposes of the corporation shall require, not exceeding the amount limited by law.

Fifth, To appoint such subordinate officers and agents as the business of the corporation shall require, and to allow them a suitable compensation.

Sixth, To make by-laws, not inconsistent with any existing law, for the management

of its property, the regulation of its affairs, and for the transfer of its stock.

22 Cal. 556.

22 Cal. 620,

747. SEC. 2. In addition to the powers enumerated in the preceding section, and to Express powers. those expressly given in the chapter of this act under which it shall be incorporated, no corporation shall possess or exercise any corporate powers, except such as shall be

necessary to the exercise of the powers so enumerated and given.

Cal.

748. SEC. 3. No corporation created, or to be created, shall, by any implication or Banking powers construction, be deemed to possess the power of discounting bills, notes, or other prohibited. evidences of debt, of receiving deposits, of buying gold or silver, bullion or foreign coin; of buying and selling bills of exchange, or of issuing bills, notes, or other evidences of debt, upon loans, or for circulation as money.

stockholders for

749. SEC. 4. Where the whole capital of a corporation shall not have been paid in, Liability of and the capital paid shall be insufficient to satisfy the claims of its creditors, each stock- unpaid shares. holder shall be bound to pay, on each share held by him, the sum necessary to complete the amount of such share, as fixed by the charter of the company, or such proportion of that sum as shall be required to satisfy the debts of the company.

transact

750. SEC. 5. When the corporate powers of any corporation are directed to be Majority may exercised by any particular body or number of persons, a majority of such body or business. persons shall be a sufficient number to form a board for the transaction of business, and every decision of a majority of the persons duly assembled as a board, shall be valid as a corporate act.

organize within

751. SEC. 6. If any corporation, formed under the laws of this State, shall not Corporation to organize and commence the transaction of its business within one year from the date one year. of its incorporation, its corporate powers shall cease: Provided, that the question of Proviso. the due incorporation of any company, claiming in good faith to be a corporation under the laws of this State, and doing business as such corporation, or of its right to exercise corporate powers, shall not be inquired into, collaterally, in any private suit to which such de facto corporation may be a party; but such inquiry may be had at the suit of the State, or information of the attorney general.(") [Amendment, approved April 8, 1862, 110; took effect from passage; repealed all conflicting laws.

made for certain purposes.

752. SEO. 7. All corporations may, by their by-laws, where no other provision is By-laws may be specially made, determine the manner of calling and conducting their meetings, the number of members that shall constitute a quorum, the number of shares that shall entitle the members, respectively, to one or more votes, the mode of voting by proxy, the mode of selling shares for the non-payment of assessments, and the tenure of office of the several officers; and they may prescribe suitable penalties for the violation of their by-laws, not exceeding, in any case, one hundred dollars for any one offense.

corporations.

753. SEC. 8. The first meeting of every corporation, where no other provision is First meeting of specially made, shall be called by a notice, signed by one or more persons named in, or associated as corporators under the law by which it is incorporated, setting forth the time, place, and purposes of the meeting; and such notice shall, at least twenty days before the meeting, be delivered to each member, or published in some newspaper of the county where the corporation shall be established, or if no newspaper be published in the county, then in some newspaper nearest thereto.

Justice of the

754. SEC. 9. Whenever, by reason of the death, absence, or other legal impediment peace may in of the officers of any corporation, there shall be no person duly authorized to call or certain cases direct a meeting. preside at a legal meeting thereof, any justice of the peace of the county where such corporation is established, may, on written application of three or more of the members thereof, issue a warrant to either of the said members, directing him to call a meeting of the corporation, by giving such notice as shall have been previously required by law, and the justice may, in the same warrant, direct such person to preside at such meeting until a clerk shall be duly chosen and qualified, if there shall be no other officer present legally authorized to preside thereat.

(*) Original section:

SEC. 6. If any corporation hereafter formed shall not organize and commence the transaction of its business within one year

from the date of its incorporation, its corporate powers shall cease.

Meeting by

general consent.

755. SEC. 10. When all the members of a corporation shall be present at any meeting, however called or notified, and shall sign a written consent thereto on the record of such meeting, the doings of such meeting shall be as valid as if legally called and notified. Proceedings at 756. SEC. 11. The members of such corporation, when so assembled, may elect such meeting. officers to fill all vacancies then existing, and may act upon such other business as might lawfully be transacted at regular meetings of the corporation.

Transfer of shares.

5 Cal. 186.

Transfer of shares held by married women, &c.

Non-residents.

757. SEC. 12. Whenever the capital stock of any corporation is divided into shares, and certificates thereof are issued, such shares may be transferred, by indorsement and delivery of the certificate thereof, such indorsement being by the signature of the proprietor, or his or her attorney or legal representative; but such transfer shall not be valid, except between the parties thereto, until the same shall have been so entered upon the books of the corporation as to show the names of the parties by and to whom transferred, the number or designation of the shares, and the date of the transfer. In all cases in which shares of stock in corporations, now existing, or hereafter incorporated under any law of this State, are held or owned by any married woman, such shares may be transferred by her, her agent, or attorney, without the signature of her husband, in the same manner as if such married woman were a femme sole. And in all cases of transfers of shares of stock of such corporation, on behalf of the owners residing out of the State, it shall be lawful for the president, secretary, or trustees, of such corporation, before entering such transfer on the books of the company, or issuing the certificate therefor to the transferree, to require from such attorney, or from the person claiming under such transfer, a bond of indemnity, with two sureties, satisfactory to the officers of the corporation, or, if not so satisfactory, then approved by the district judge of the district in which the principal office of said company is situated, conditioned to protect such corporation against any liability to the legal representatives of the owner of such stock, in case of his or her death, before such transfer; and in case of refusal to furnish such bonds upon request, such transfer shall be utterly void as against the corporation. All dividends, payable upon any shares of stock of a corporation held by a married woman, may be paid to such married woman, her agent, or attorney, in the same manner as if she were unmarmarried women ried, and it shall not be necessary for her husband to join in receipt therefor; and any proxy, or power, given by a married woman, touching any shares of stock of any corporation, owned by her, shall be valid and binding, without the signature of her husband, the same as if she were unmarried.(a) [Amendment, approved April 8, 1862, 110; took effect from passage; repealed all conflicting laws.

Bonds.

Dividends

payable to

Dividends to bo 758. SEC. 13. It shall not be lawful for the directors or managers of any incorpomade only from surplus profits. rated company in this State to make dividends, excepting from the surplus profits arising from the business of such corporation; and it shall not be lawful for the directors of any such company to divide, withdraw, or in any way pay to the stockholders or any of them, any part of the capital stock of such company, or to reduce the said capital stock without the consent of the legislature; and in case of any violation of the provisions of this section, the directors under whose administration the same may have happened, except those who may have caused their dissent therefrom to be entered at large on the minutes of the said directors at the time, or when not present when the same did happen, shall in their individual and private capacity jointly and severally be liable to the said corporation, and to the creditors thereof in the event of its dissolution, to the full amount of the capital stock of the company so divided, withdrawn, paid out, or reduced, and no statute of limitation shall be a bar to any suit against such directors for any sums for which they are made liable by this section: Provided, that this section shall not be construed to prevent a division and distribution of the capital stock of such company which shall remain after the payment of all its debts, upon the dissolution of such company, or the expiration of its charter.

Proviso.

Debts not to exceed capital stock paid in.

759. SEC. 14. The total amount of the debts which any incorporated company shall owe, shall not at any time exceed the amount of the capital stock actually paid in; and in case of any excess, the directors, under whose administration the same may have happened, except those who may have caused their dissent therefrom to be entered at large on the minutes of the said directors at the time, and except those who were not present when the same did happen, shall, in their individual and private capacities, jointly and severally be liable for such excess to the said corporation, and in the event of its dissolution, to any of the creditors thereof to the full amount of such excess, with legal interest from the time such liability accrued, and no statute

(*) The original section was substantially the same as the first full sentence, down to and including the words "date of the transfer," of the above amendment.

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