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Legislative History.

See sec. 331, C. C., ante.

Section Cited.

Santa Cruz R. R. Co. v. Spreckels, 65 Cal. 195, 201.

Annotation.

Limitation Upon Power to Assess.-This section is a limitation upon the power conferred by section 331, Civil Code. (Santa Cruz R. R. Co. v. Spreckels, 65 Cal. 193.)

WHAT ORDER SHALL CONTAIN.

Sec. 334, C. C. Every order levying an assessment must specify the amount thereof, when, to whom, and where payable; fix a day subsequent to the full term of publication of the assessment notice on which the unpaid assessments shall be delinquent, not less than thirty nor more than sixty days from the time of making the order levying the assessment; and a day for the sale of delinquent stock, not less than fifteen nor more than sixty days from the day the stock is declared delinquent. En. March 21, 1872.

Legislative History.

See sec. 331, C. C., ante.

NOTICE OF ASSESSMENT-FORM.

Sec. 335, C. C. Upon the making of the order, the secretary shall cause to be published a notice thereof, in the following form:

(Name of corporation in full. Location of principal place of business.) Notice is hereby given, that at a meeting of the directors, held on the (date), an assessment of (amount) per share was levied upon the capital stock of the corporation, payable (when, to whom, and where). Any stock upon which this assessment shall remain unpaid on the (day fixed) will be delinquent and advertised for sale at public auction, and, unless payment is made before, will be sold on the (day appointed),

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to pay the delinquent assessment, together with costs of advertising and expenses of sale.

(Signature of secretary, with location of office.) En. March 21, 1872.

Legislative History.

See sec. 331, C. C., ante.

Section Cited.

San Joaquin L. & W. Co. v. Beecher, 101 Cal. 81, 35 Pac. 349.

Annotation.

Form of Notice.-The legislature had authority to designate the form of notice to be given, and having done so, and the secretary having given the notice provided by statute, it was sufficient, although the notice describes the assessment as levied upon the "capital stock" instead of upon the "subscribed capital stock." (San Joaquin L. W. Co. v. Beecher, 101 Cal. 81, 35 Pac. 349.)

PUBLICATION AND SERVICE OF NOTICE.

Sec. 336, C. C. The notice must be personally served upon each stockholder, or, in lieu of personal service, must be sent through the mail, addressed to each stockholder at his place of residence, if known, and if not known, at the place where the principal office of the corporation is situated, and be published once a week, for four successive weeks, in some newspaper of general circulation and devoted to the publication of general news, published at the place designated in the articles of incorporation as the principal place of business, and also in some newspaper published in the county in which the works of the corporation are situated, if a paper be published therein. If the works of the corporation are not within a state or territory of the United States, publication in a paper of the place where they are situated is not necessary. If there be no newspaper published at the place designated as the principal place of business of the corporation, then the publication must be made in some other newspaper of the county, if there be one, and if there be none, then in a newspaper published in an adjoining county. En. March 21, 1872. Amd. 1873-74, 206.

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Legislative History.

as

follows: "Sec. 336. The

notice

See sec. 331, C. C., ante. The original section reads must be published once each week for four successive weeks, in some daily or weekly paper published at the place designated in the articles of incorporation as the principal place of business, and also in some paper published in the county in which the works of the corporation are situated, if a paper is published therein. If the works of the corporation are not situated within some state or territory of the United States, then publication in a paper of the place where situated is not necessary. If there is no newspaper published at the place designated as the principal place of business of the corporation, then the publication must be made in the newspaper published in an adjoining county. The notice may be served by delivering a copy thereof, certified by the secretary, to each stockholder personally; and in case of such service upon all the stockholders of the corporation, no notice by publication is necessary, but such personal notice is sufficient."

DELINQUENT NOTICE-FORM.

Sec. 337, C. C. If any portion of the assessment mentioned in the notice remains unpaid on the day specified therein for declaring the stock delinquent, the secretary must, unless otherwise ordered by the board of directors, cause to be published in the same papers in which the notice hereinbefore provided for shall have been published, a notice substantially in the following form:

(Name in full. Location of principal place of business). NOTICE. There is delinquent upon the following described stock, on account of assessment levied on the (date), (and assessments levied previous thereto, if any), the several amounts set opposite the names of the respective shareholders as follows: (Names, number of certificate, number of shares, amount). And in accordance with law (and an order of the board of directors, made on the [date], if any such order shall have been made), so many shares of each parcel of such stock as may be necessary will be sold, at the (particular place), on the (date), at (the hour) of such day, to pay delinquent assessments thereon, together with costs of advertising and expenses of the sale.

(Name of secretary, with location of office). En. March 21,

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Legislative History.

See sec. 331, C. C., ante.

Section Cited.

San Joaquin L. & W. Co. v. Beecher, 101 Cal. 76, 35 Pac. 349; San Bernardino I. Co. v. Merrill, 108 Cal. 493, 41 Pac. 487; Stockton C. H. & A. Works v. Houser, 109 Cal. 8, 41 Pac. 809.

Annotation.

Form of Notice.-Notice is not defective because its describes the assessment upon the "capital stock" instead of the "subscribed capital stock." (San Joaquin L. & W. Co. v. Beecher, 101 Cal. 76, 35 Pac. 349.)

It is not essential that the notice of delinquent sale be published in the same paper in which the notice of assessment was published, and the board of directors may order them to be so published, or published in different papers. (Stockton C. H. & A. Works v. Houser, 101 Cal. 1, 41 Pac. 809.)

CONTENTS OF NOTICE.

Sec. 338, C. C. The notice must specify every certificate of stock, the number of shares it represents, and the amount due thereon, except where certificates may not have been issued to parties entitled thereto, in which case the number of shares and amount due thereon, together with the fact that the certificates for such shares have not been issued, must be stated. En. March 21, 1872.

Legislative History.

See sec. 331, C. C., ante.

Section Cited.

San Joaquin L. & W. Co. v. Beecher, 101 Cal. 76, 35 Pac. 349.

HOW PUBLISHED.

Sec. 339, C. C. The notice, when published in a daily paper, must be published for ten days, excluding Sundays and holidays, previous to the day of sale. When published in a weekly paper, it must be published in each issue for two weeks

previous to the day of sale. The first publication of all delinquent sales must be at least fifteen days prior to the day of sale. En. March 21, 1872.

See sec. 446, C. C., post.

Legislative History.

See sec. 331, C. C., ante.

Section Cited.

San Joaquin L. & W. Co. v. Beecher, 101 Cal. 76, 35 Pac. 349; San Bernardino I. Co. v. Merrill, 108 Cal. 493, 41 Pac. 487; Shively v. Eureka etc. Min. Co., 129 Cal. 296, 61 Pac. 939.

Annotation.

Insufficient Publication.-A publication of thirteen days does not invalidate an assessment by reason of section 346, Civil Code. (Burham v. S. F. Fuse Mfg. Co., 76 Cal. 26, 17 Pac. 939.)

By failure to make publication for the period herein specified, the board of directors loses all jurisdiction to sell the stock for the delinquent assessment, unless they shall begin anew all previous proceedings and publications subsequent to the levy of the assessment, as directed by section 346, C. C., post. (San Bernardino etc. Co. v. Merrill, 108 Cal. 490, 41 Pac. 487.)

In the absence of other orders, the secretary of a corporation should publish notice of sale of delinquent assessments at least fifteen days before the day appointed for the sale, and a failure to make such publication deprives the directors of all jurisdiction to make such sale, unless the proceedings are instituted anew. (San Bernardino etc. Co. v. Merrill, 108 Cal. 490, 41 Pac. 487.)

But injunction will not issue to restrain sale of stock to satisfy valid assessment thereon, which had become delinquent, merely because notice of sale was published for insufficient length of time, unless stockholder has paid, or offered to pay, amount of assessment. (Burham v. San Francisco etc. Co., 76 Cal. 26, 17 Pac. 939.)

JURISDICTION ACQUIRED, HOW.

Sec. 340, C. C. By the publication of the notice, the corporation acquires jurisdiction to sell and convey a perfect title to all of the stock described in the notice of sale upon which any portion of the assessment or costs of advertising remains unpaid at the hour appointed for the sale, but must sell no more of such stock than is necessary to pay the assessments due and costs of sale. En. March 21, 1872.

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