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à subscribing stockholder to the corporation was made. (McDermont v. Water Co., 124 Cal. 112, 56 Pac. 779.)

An unexplained delay of forty days in bringing a suit after the amended articles of incorporation were filed, cannot be held to be laches per se, in an action to test the validity of such amendments. (McDermont v. Water Co., 124 Cal. 112, 56 Pac. 779.)

An allegation as to the amendment of articles of incorporation, following the language of section 362, Civil Code, and negativing the facts therein required to be performed to make the amendment valid, is sufficient allegation to show that that section was not complied with, as against a general demurrer. (McDermont v. Water Co., 124 Cal. 112, 56 Pac. 779.)

The change in the Constitution or by-laws of a mutual benefit society is not an amendment within this section. (Bowie v. Grand Lodge S. W., 99 Cal. 392, 34 Pac. 103.)


Sec. 363, C. C. By a unanimous vote of all the directors at any regular meeting, any corporation existing or hereafter to be formed under the laws of this state may acquire and hold the lots and building on and in which its business is carried on, and may improve the same to any extent required for the convenient transaction of its business. En. Stats. 1889, 67.

Legislative History.

This section superseded an act authorizing owning of lots and building where business carried on: Stats. 1875-76, p. 653.


CORPORATION. Sec. 363, C. C. When articles of incorporation have been

, prepared, subscribed, and executed in accordance with the provisions of sections two hundred and ninety and two hundred and ninety-two of the Civil Code, and such original articles filed by error or inadvertence with the clerk of a county other than that named in the articles of incorporation as the county in which the principal place of business is to be transacted, and the Secretary of State shall have issued a certificate of incorporation based on a certified copy of such original articles of incorporation, any stockholder or director of such corporation may petition the superior court of the county in which said original articles of incorporation were filed for an order to withdraw such original articles of incorporation, and file in place thereof a certified copy of the copy thereof on file in the office of the Secretary of State. Such petition must be verified, and must state clearly the facts, showing that such articles of incorporation were filed by inadvertence and mistake; and notice of the hearing of said petition must be given for at least ten days before the day of hearing, by publication in a newspaper published in the county where such petition is filed. Upon the day set for hearing the petition the superior court may grant an order allowing such original articles of incorporation to be withdrawn, and a certified copy of the copy in the office of the Secretary of State in the place thereof filed; and the original articles of incorporation must be filed within ten days thereafter in the county in which the principal place of business is to be transacted, as stated in such articles of incorporation, and a certified copy of the order allowing such action must be filed with the certified copy in the office of the Secretary of State, after which said corporation shall be entitled to all rights and privileges of a private corporation, and the title to any property it may have previously acquired shall not be affected by reason of the failure to file the original articles of incorporation in the first instance. En. Stats. 1889, 332.


Sec. 364, C. C. Any corporation of this state owning grants, concessions, franchises, and properties, or any thereof, in any foreign country, may sell and convey the same to the government of such foreign country, or to any person or persons, or any corporation or corporations, or association or associations, created by or existing under the laws of this or any other state or the United States, or any foreign government; prorided, however, that the powers hereby granted shall only be exercised by a majority of the entire board of directors of such corporation of this state, with the concurrence in writing of the holders of two-thirds in amount of the capital stock thereof. En. Stats. 1899, 95.

Corporation Laws-19



§ 377. Records—Of what, and how kept. § 378. Other records to be kept by corporations for profit, and



Sec. 377, C. C. All corporations for profit are required to keep a record of all 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-all such records to be open to the inspection of any director, member, stockholder, or creditor of the corporation. En. March 21, 1872.

Refusal to permit inspection: See Pen. Code, sec. 565.

Legislative History.

The corporation act of 1853, page 90, and the railroad act of 1861, page 611, contain provisions which are the basis of this section.

Section Cited.

Burnham v. S. F. Fuse Mfg. Co., 76 Cal. 26, 17 Pac. 940; Alta Silver M. Co. v. Mining Co., 78 Cal. 633, 21 Pac. 373; Salfield v. Sutter Co. L. I. & R. Co., 94 Cal. 549, 29 Pac. 1105; Knowles v. Sandercock, 107 Cal. 637, 40 Pac. 1047; Johnson v. Langdon, 135 Cal. 624, 87 Am. St. Rep. 156, 67 Pac. 1050.


Records as Evidence.- Best evidence is duly authenticated record in books of corporation, and rough minutes are as much secondary as testimony of witnesses, and in absence of authenticated record any competent secondary evidence may be admitted to show acts of the board of directors. (Boggs v. Lakeport etc. Assn., 111 Cal. 354, 43 Pac. 1106.)

Parol testimony is admissible to show that minutes as recorded do not correctly express the proposition which was voted by the board. (Gilson Min. Co. v. Gilson, 51 Cal. 341.)

And acts of board of directors of corporation ordered to be entered of record, but which the secretary, by mistake or neglect, does not enter, may be proved by parol testimony. If corporation, for reasons deemed sufficient to it, postpones the formal entry of record of acts of its board of directors, they may be proved by parol testimony. (Bay View Assn. v. Williams, 50 Cal. 353.)

Where other formalities have been complied with, the mere fact that the resolution authorizing its execution do not appear in the proper book of the corporation is not sufficient to disprove their existence and invalidate the mortgage. (Schallard v. Eel River etc. Co., 70 Cal. 144, 11 Pac. 590.)

A certified copy of a resolution of a board of directors duly attested by signature of president and secretary, under corporate seal, showing a ratification of a mortgage in suit, is admissible in evidence as being presumptively the act of the corporation, and, in the absence of countervailing proof, the recitals in such certified copy are binding on the corporation. (McGowan v. McDonald, 111 Cal. 57, 32 Am. St. Rep. 149, 43 Pac. 418.)

A note executed by the president of a corporation without author. ity, to another corporation, of which he is also president, may be ratified by the corporation so as to bind it, and such ratification is shown, if the transaction in connection with which the note was given is fully entered in the books of the corporation, and thus imparted to it, and the corporation for seven months does not disaffirm the note, and retains the consideration, for which it was given. (Phillips v. Sanger Lumber Co., 130 Cal. 431, 62 Pac. 749.)

The fact that officers of a corporation were officers of a bank does rot affect the admissibility in evidence of the books of the bank, or of notes as an admission of money furnished by bank in an action by receiver of bank against assignee of corporation. (Pauly v. Pauly, 107 Cal. 8, 48 Am. St. Rep. 98, 40 Pac. 29.)

A provision in a deed of trust that a copy of the resolution of the board of directors, certified by its secretary, should be conclusive evidence that substituted trustee had been duly appointed does not render such copy the exclusive mode of showing that a substitution kad been made, and the resolution may be proved by the records of the corporation. (Investment Co. v. Woodworth, 124 Cal. 169, 56 Pac. 891.)

An offer of a corporation defendant, to disprove the meeting of the directors shown by its minutes, at which the note in suit was authorized, was properly rejected. The corporation, in the absence of an issue for that purpose, and of proper steps to correct the record, is estopped to show that its records, upon the faith of which plaintiff contracted with it, are false. (Barrell v. Land Co., 122 Cal. 129, 54 Pac. 594.)

Inspection of Books. — A stockholder in a corporation has the right to inspect the books, records and journals of the corporation; and mandamus will lie to compel the secretary of the corporation, who is their custodian, to allow his inspection thereof. And it is no defense to allege that the objects and purposes of the inspection are improper, and with a desire to injure the business of the corporation. (Johnson v. Langdon, 135 Cal. 624, 87 Am. St. Rep. 156, 67 Pac. 1050.)

A court has no power to order the production of books or papers by one party to be used as evidence for the other party, without an affirmative and substantial showing by affidavit or otherwise, that they contain evidence material to the cause of action or defense of the party requiring them. (Ex parte Clark, 126 Cal. 235, 77 Am. St. Rep. 176, 58 Pac. 546.)

Nor does section 474, Political Code, authorize attorney general to examine books of corporation for purpose of discovering escheated estates, independent of any judicial action, or at his own option. (People v. Hibernia S. & L. Soc., 72 Cal. 21, 13 Pac. 48; People v. German S. & L. Soc., 72 Cal. 28, 13 Pac. 51.)

And the facts that officers of corporation had refused to allow stockholder to inspect his account books, that it is carrying on a losing business, and that the directors had levied an assessment for the purpose of compelling the stockholder to dispose of his stock, are insufficient to entitle the stockholder to maintain an action for the dissolution of the corporation. (Burham v. San Francisco etc. Co., 76 Cal. 24, 17 Pac. 940. Note citation: Rothwell v. Robinson, 12 Am. St. Rep. 610.)

The fact that the records of a corporation defendant, in relation to allegations of facts within the knowledge of defendant, were open to the inspection of plaintiff, does not prevent such allegations being made on information and belief. Such records may be contradicted, on information and belief, if they do not speak the truth. (McDermont v. Water Co., 124 Cal. 112, 56 Pac. 779.)

Indictment for False Entries.-An indictment under section 563, Penal Code, for making false entries in books of corporation must specify particular entry complained of. (People v. Palmer, 53 Cal. 615. Approved: People v. Leonard, 103 Cal. 203, 37 Pac. 222.)

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