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and may secure the payment of indebtedness by deed of trust or mortgage upon their real property, upon obtaining an order for that purpose from the superior court held in the county in which the property is situated. The corporations above mentioned may also issue bonds, payable at any time within twenty years, as evidence of the indebtedness secured by mortgage or deed of trust. Before making the order, proof must be made to the satisfaction of the court, that notice of the application for leave to sell or mortgage or execute a deed of trust has been given by publication in such manner and for such time as the court or the judge has directed, and that it is to the interest of the corporation that leave should be granted as prayed for. The application must be made by petition, and any member of the corporation may oppose the granting of the order by affidavit or otherwise. But nothing herein contained shall prohibit or prevent the trustees or directors of such corporation under such rules and regulations as they may adopt, from disposing of burial plots situated in grounds of such corporation dedicated for burial purposes, without making such application to or obtaining an order from court. En. March 21, 1872. Amd. 1873-74, 216; 1880, 6; 1889, 230; 1891, 179.
Section 179 of the corporation act of 1850, page 374, as amended 1859, page 87, is the basis of this section. The section as amended in 1889 did not provide for deeds of trust or the issuance of bonds. The amendment of 1880 is the same as that of 1889, except that it did not contain the last sentence. The amendment of 1873-74, differs from that of 1880, in that it has "district court,'' instead of "superior court."
The original section is as follows: "Sec. 598. Corporations organized by members of associations mentioned in section 593 may mortgage or sell the necessary real estate held by them, on complying with the following provisions: 1. The directors must, by resolution, declare such disposition of the real estate necessary, or for the best interests of the corporation, in the prosecution of the purposes of the association, setting forth the grounds therefor; 2. The directors must petition the district court of the county in which the real estate is situated, for the mortgage or sale thereof, setting forth the resolution upon which the petition is based; 3. The judge of the court, if it appear that it is a case in which such order should be made, must direct publication of summons to all persons Corporation Laws-28
interested in the property to appear before the court and show cause why such order or decree should not be made. The notice must be published in a newspaper published in the city or county where the property is situated, for such time as the judge may direct; in place of the publication, personal notice may be served on all persons interested in the real estate; 4. At any time before the day set for hearing the petition any person interested in the property may present objections or answer to the petition, raising either question of law or fact, and the same must be tried by the court as other cases are tried; 5. If on the hearing at the trial it is found by the court that the mortgage or sale of the property is unnecessary, or that the best interests of the corporation will not be subserved or advanced thereby, the order and decree must be denied; if it is found necessary, or that the best interests of the corporation will be subserved or advanced thereby, the petition rast be granted; 6. The court may, if considered necessary, direct an appraisement of the property to be first made, and appoint disinterested appraisers therefor, fix their compensation and the time for them to report; and direct the making and execution of the mortgage or deed and all necessary accompanying notes, bonds, or contracts, and to what purpose the proceeds must be applied by the corporation as best comports with its objects."
Diversion of Church Property.-When property is held by a religious society in trust for its members, none of the members, though they constitute a majority, have any right or power to divert the property to the use of another and different church organization; and the fact that they procure a change of name of the corporation by order of court cannot aid them in such diversion. (Baker v. Ducker, 79 Cal. 365, 21 Pac. 764. See note: Ten Eyck v. R. R. Co., 16 Am. St. Rep. 640; Connelly v. Association, 18 Am. St. Rep. 302; Avery v. Baker, 20 Iowa, 674.)
WHAT MAY BE PROVIDED FOR IN THEIR BY-LAWS.
Sec. 599, C. C. Corporations now organized or that may hereafter be organized for purposes other than profit, may, either in their by-laws, ordinances, constitutions, or articles of incorporation, provide for:
1. The qualification of members, mode of election or appointment, and terms of admission to membership;
2. The fees of admission and dues to be paid to their treasury by members;
3. The number of persons that shall constitute a quorum at any meeting of the corporation, and that an election of officers of the corporation by a meeting so constituted or the appointment or selection of such officers, or any of them, in any manner required by the rules, regulations, or discipline of any specified religious denomination, society, or church shall be as valid as if made at an election at which a majority of the members of the corporation were present and voted;
4. The expulsion and suspension of members for misconduct or nonpayment of dues, also for restoration to membership;
5. A special method of organizing the board of directors, and a special method of increasing or diminishing the number of directors within the limits as to number prescribed by section five hundred and ninety-three of this code;
6. Contracting, securing, paying, and limiting the amount of their indebtedness;
7. That the rules, regulations, or discipline for the time being, of any specified religious denomination, society, or church, shall always be a part of their by-laws, ordinances, constitutions, or articles of incorporation;
8. Other regulations not repugnant to the constitution or laws of the state and consonant with the objects of the corporation. En. March 21, 1872. Amd. 1885, 136; 1897, 246.
Sections 8 and 9 of the library act of 1863, page 624, are the basis of this section.
The section as amended in 1885 is as follows: "Sec. 599. Corporations organized for purposes other than for profit may, in their by-laws, ordinances, constitutions, or articles of incorporation, in addition to the provisions in title I of this part, provide for: "1. The qualification of members, mode of election, and terms of admission to membership.
"2. The fees of admission and dues to be paid to their treasury by members.
3. The number of members that shall constitute a quorum at any meeting of the corporation, and that election of officers of the corporation by a meeting so constituted shall be as valid as if there had been a majority of the members present thereat and voting.
4. The expulsion and suspension of members for misconduct or nonpayment of dues; also, for restoration to membership.
"3. Contracting, securing, paying, and limiting the amount of their indebtedness.
"6. Other regulations, not repugnant to the Constitution or laws of the state and consonant with the objects of the corporation." The original section is the same as the amended section of 1885, except that it does not contain subdivision 3.
Peyre v. Mutual Relief Soc., 90 Cal. 243,. 27 Pac. 191.
Expulsion of Members.-Under subdivision 4 of this section a private corporation formed by the voluntary association of its members, not for pecuniary profit, but for benevolent purposes, may provide in its by-laws for the suspension of a member for misconduct. (Peyre v. Mutual Relief Soc. 90 Cal. 243, 27 Pac. 191.)
MEMBERS ADMITTED AFTER INCORPORATION.
Sec. 600, C. C. Members admitted after incorporation have all the rights and privileges, and are subject to the same responsibilities, as members of the association prior thereto. En. March 21, 1872.
Section 7 of the library act of 1863, page 624, is the basis of this section.
NO MEMBER TO TRANSFER MEMBERSHIP, ETC.
Sec. 601, C. C. No member, or his legal representative, must dispose of or transfer any right or privilege conferred on him by reason of his membership of such corporation, or be deprived thereof, except as herein provided. En. March 21, 1872.
RELIGIOUS SOCIETIES MAY BECOME SOLE CORPORATIONS.
Sec. 602, C. C. Whenever the rules, regulations, or discipline of any religious denomination, society, or church so require, for the administration of the temporalities thereof, and the management of the estate and property thereof, it shall be lawful for the bishop, chief priest, or presiding elder of such religious de
nomination, society or church, to become a sole corporation, in the manner prescribed in this title, as nearly as may be, and with all the powers and duties, and for the uses and purposes in this title provided for religious incorporations, and subject to all the conditions, limitations and provisions in said title prescribed. Every corporation sole shall, however, for the purposes of the trust, have power to contract in the same manner and to the same extent as a natural person, and may sue and be sued, and may defend, in all courts and places, in all matters and proceedings whatever, and shall have authority to borrow money, and give promissory notes therefor, and to secure the payment thereof by mortgage or other lien upon property, real or personal; to buy, sell, lease, mortgage, and in every way deal in real and personal property in the same manner that a natural person may, and without the order of any court; to receive bequests and devises for its own use or upon trusts to the same extent as natural persons may; and to appoint attorneys in fact. The articles of incorporation to be filed shall set forth the facts authorizing such incorporation, and declare the manner in which any vacancy occurring in the incumbency of such bishop, chief priest, or presiding elder is required by the rules, regulations, or discipline of such denomination, society, or church to be filled, which statement shall be verified by affidavit, and for proof of the appointment or election of such bishop, chief priest, or presiding elder, or of any succeeding incumbent of such corporation, it shall be sufficient to record with the clerk of the county in which such bishop, chief priest, or presiding elder resides, the original or a copy of his commission, or certificate or letters of election or appointment, duly attested; provided, all property held by such bishop, chief priest, or presiding elder shall be in trust for the use, purpose, and behoof of his religious denomination, society, or church. The limitation in section five hundred and ninety-five shall not apply to corporations formed under this section, when the land is held or used for churches, hospitals, schools, colleges, orphan asylums, parsonages, or cemetery purposes. Any judge of the superior court in the county in which any corporation is formed under this chapter shall at all times have access to the books of such incorporation. Any corporation sole heretofore organized and existing under the laws