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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 of limitation shall be a bar to any suit against such directors for any sums of money for which they are made liable by this section.

Sec. 15. Upon the application of any person or persons, or body corporate, that may be aggrieved by, or may complain of any election held by any corporate body, or any proceeding, act, or matter in or touching the same, it shall be the duty of the district judge of the district in which such election is held (reasonable notice having been given to the adverse party, or to those who are to be affected thereby, of such intended application), to proceed forthwith and in a summary way to hear the affidavits, proofs, and allegations of the parties, or otherwise inquire into the matters or causes of plaints, and thereupon to establish the election so complained of, or to order a new election, or make such order and give such relief in the premises as right and justice may appear to the said district judge to require; provided, that the said judge may, if the case appear to require it, direct the district attorney of his district to exhibit one or more information or informations in the nature of a quo warranto in the premises,

Sec. 16. Upon the dissolution of any corporation, unless other persons shall be appointed by the legislature, or by some court of competent authority, the directors or managers of the affairs of such corporation at the tinre of its dissolution, by whatever name they may be known in law, shall be trustees of the creditors and stockholders of the corporation dissolved, and shall have full power to settle the affairs of the corporation, collect and pay the outstanding debts, and divide among the stockholders the moneys and other property that shall remain after the payment of the debts and necessary expenses.

Sec. 17. The persons so constituted trustees shall have authority to sue for and recover the debts and property of the dissolved corporation, by the name of the trustees of such corporation, and shall have full power to settle the affairs of the corporation, and shall be jointly and severally responsible to the creditors and stockholders of such corporation to the extent of its property and effects that shall come into their hands.

Sec. 18. Upon the dissolution of any corporation, the district court of the county, in which the corporation carries on its business, or has its principal place of business, on application of any creditor of the corporation, or of any stockholder or member thereof, may appoint one or more persons to be receivers or trustees of and for the corporation, to take charge of the estate and effects thereof, and to collect the debts and property due and belonging to the corporation, and the power of such receivers may be continued as long as the court

Sec. 19. The said court shall have jurisdiction of such application, and of all questions arising in the proceedings thereon, and may make such orders, injunctions, and decrees thereon as justice shall require.

Sec. 20. When any judgment shall have been recovered against any turnpike or other corporation authorized to receive toll, the franchises of such corporation, with all the rights and privileges thereof, together with all their corporate property, both real and personal, may be taken on execution and sold at public auction.

Sec. 21. The officer having such execution against any corporation mentioned in the preceding section, shall

, thirty days at least before the day of sale of the franchise or other corporate personal property,

shall think necessary.

give notice of the time and place of sale, by posting up a notice thereof in the county in which the clerk, treasurer, or any one of the directors of the corporation may dwell, and also by causing an advertisement of the same, expressing the name of the creditor, the amount of the execution, and the time and place of sale, to be inserted three weeks successively in some newspaper published in any county in which either of the aforesaid officers may dwell, if any such there be; and if no newspaper be published in any such county. then in the newspaper published nearest thereto.

Sec. 22. The officer who way levy any execution, as prescribed in the preceding section, may adjourn the sale from time to time, as may be necessary, until the same shall be completed.

Sec. 23. In the sale of any franchise of any corporation, the person who shall satisfy the execution, with all legal fees and expenses thereon, and shall agree to take such franchise for the shortest period of time, and to receive, during that time, all such toll as the said corporation would by law be entitled to demand, shall be considered the highest bidder.

Sec. 24. The officer's return on such execution shall transfer to the purchaser all the privileges and immunities which by law belonged to the corporation so far as relates to the right of demanding toll; and the officer shall, immediately after such sale, deliver to the purchaser possession of all the toll-houses and gates belonging to such corporation, in whatever county the same may be situated, and the purchaser may thereupon demand and receive all the toll which may accrue during the time limited by the terms of his pùrchase, in the same manner and under the same regulations as such corporation was before authorized to demand and receive the same.

Sec. 25. Any person who may have purchased, or shall hereafter purchase, under the provisions of this chapter, the franchise of any turnpike or other corporation, and the assignees of such purchase, may recover any penalties imposed by law for an injury to the franchise, or for any other cause, and which such corporation would have and been entitled to recover during the time limited in the said purchase of the franchise, during that time the corporation shall not be entitled to prosecute for such penalties.

Sec. 26. The corporation, whose franchise shall have been sold as aforesaid, shall, in all other respects, retain the same powers, and be bound to the discharge of the same duties, and liable to the same penalties and forfeitures as before such sale.

Sec. 27. Such corporation may, at any time within one year after such sale, redeem the franchise, by paying or tendering to the purchaser thereof the sum that he shall have paid therefor, with ten per cent interest thereon, but without any allowance for the toll which he may have received; and, upon such payment or tender, the said franchise and all the rights and privileges thereof shall revert and belong to said corporation, as if no such sale had been made.

Sec. 28. All the proceedings aforesaid respecting the levy of executions, may be had in any county in which either the creditor, or the president, or any director, or the treasurer, or the clerk of the corporation may reside, or in which the corporation has personal or real estate.

Sec. 29. It shall be the duty of the attorney general or distriet attorney, whenever, and as often as shall be required by the gove crnor, to examine into the affairs and condition of any corporation in this state, and report such examination in writing, together with a detailed statement of facts to the governor, who shall lay the same before the legislature, and, for that purpose, the said attorney gen

eral or district attorney shall have power to administer all necessary oaths to the directors and officers of any corporation, and to examine them on oath in relation to the affairs and condition thereof, and to examine the books, papers, and documents belonging to such corporation, or appertaining to its affairs and condition; and the legislature, or either branch thereof, shall have full power to examine into the affairs and condition of any corporation in this state at all times; and, for that purpose, any committee appointed by the legislature, or either branch thereof, shall have full power to adininister all necessary oaths to the directors, officers, and stockholders of such corporation, and to examine them on oath in relation to the affairs and condition thereof, and to examine the safes, books, papers, and documents belonging to such corporation, or pertaining to its affairs and condition, and to compel the production of all keys, books, papers, and documents, by summary process, to be issued on application to any court of record, or any judge thereof, under such rules and regulations as the said court may prescribe.

Sec. 30. The legislature may, at any time, anend or repeal this act, and dissolve all corporations created under it; but such amendment or repeal shall not, nor shall the dissolution of any such corporation, take away or impair any remedy given against any such corporation, its stockholders or officers, for any liability which shall have been previously incurred.

Sec. 31. Any corporation wishing to dissolve and disincorporate itself, shall present a petition to the county judge of the county in which the meetings of the stockholders are usually held, accompanied by a certificate signed by its proper officers, and setting forth that, at a general or special meeting of the stockholders, called for that purpose, it was decided, by a vote of two-thirds of the stockholders, to disincorporate and dissolve the incorporation. The clerk shall enter such petition and certificate of record, and the judge shall, after thirty days' notice by publication in some newspaper published in the county, and if there are none such, then by advertisements posted up in the principal public places in the county, proceed to consider the sanre; and if the judge be of opinion that such incor. poration has taken the necessary preliminary steps, and obtained the necessary vote to dissolve itself, and that all claims against the incorporation are discharged, he shall declare such incorporation dissolved.

Sec. 32. Each stockholder of any corporation shall be severally, individually, and personally, liable fo uch proportion of all its debts and liabilities as the amount of stock owned by him in such corporation bears to the whole of the capital stock of the corporation, for the recovery of which joint or several actions may be instituted and prosecuted, and in any such action against any of the stockholders of a corporation, the court shall ascertain and determine the proportion of the debt which is the subject of the suit for which cach of the stockholders who are defendants in the action are severally liable, and judgment shall be given severally in conformity therewith. If any stockholder in a corporation shall pay his proportion of any debt due by such corporation, he shall be released and discharged from any further individual or personal liability for such debt. (Amendment, approved April 27, 1863, 766; took effect immediately.] *

*Original section.

Sec. 32. Each stockholder of any corporation shall be individually and personally liable for a portion of all its debts and liabilities, proportioned to the amount of stock owned by him.

Act Cited.

De Witt v. San Francisco, 2 Cal. 302; Weston v. Bear River ete. Water & Min. Co., 5 Cal. 186, 63 Am. Dec. 117; Magee v. Mokelumne Hill etc. Co., 5 Cal. 259; Smith v. Eureka Flour Mills, 6 Cal. 7; Cal. Nav. Co. v. Wright, 6 Cal. 261, 65 Am. Dec. 511; Mokelumne Hill Co. v. Woodbury, 14 Cal. 426, 73 Am. Dec. 658; Cal. State Tel. Co. v. Alta Tel. Co., 22 Cal. 420; Irvine v. McKeon, 23 Cal. 474; Wood v. Truckee Turnpike Co., 24 Cal. 485, 486; Thurn v. Alta Tel. Co., 15 Cal. 474; Bartram v. Cent. Turnpike Co., 25 Cal. 285; Larrabee v. Baldwin, 35 Cal. 156; Brewster v. Hartley, 37 Cal. 31, 99 Am. Dec. 237; S. F. & N. P. R. R. v. Bee, 48 Cal. 404; Palache v. Pae. Ins. Co., 42 Cal. 420, 423; Truckee etc. Co. v. Campbell, 44 Cal. 91; Miners' Ditch Co. v. Zellerbach, 37 Cal. 360; Daunehoge Min. Co. v. Allmont, 26 Cal. 288; Forbes v. San Rafael etc. Co., 50 Cal. 342; Waterloo T. Co. v. Cole, 51 Cal. 384; Estate of Eastman, 60 Cal. 310; S. V. W. W. v. Schottler, 62 Cal. 104; San Francisco v. S. V. W. W., 63 Cal. 531; Mora v. Murphy, 83 Cal. 17, 23 Pac. 63; Ashton v. Dashaway Assn., 84 Cal. 63, 22 Pac. 660, 23 Pac. 1091; Bank v. Hemme 0. & L. Co., 105 Cal. 379, 38 Pac. 963; McGowan v. McDonald, 111 Cal. 62, 52 Am. St. Rep. 149, 43 Pac. 418; Smith v. S. F. & N. P. R. R., 115 Cal. 589, 590, 591, 56 Am. St. Rep. 119, 47 Pac. 582; People v. Auburn etc. T. Co., 122 Cal. 336, 337, 55 Pac. 10; San Diego Gas Co. v. Frame, 137 Cal. 446, 70 Pac, 295.

An act supplemental to an act entitled an act concerning corpora

tions, passed April 22, 1850, and the several acts amendatory thereof and supplemental thereto.

[Approved February 20, 1862; Stats. 1862, p. 17.) Section 1. It shall be lawful for the district court within and for the county in which any such corporation shall have been constituted, upon the application of such corporation, or any person or persons interested, and it satisfactorily appearing to the court, by competent proof by affidavit or otherwise, that due notice by personal service, or by publication in some newspaper, as the said court or judge thereof shall direct, has been given to all persons interested in the matter, and that it is just and equitable on the part of such society, association or corporation, to confirm any sale or mortgage heretofore made of any real estate belonging to such society, association or corporation, for which they have received the purehase money, or loan, to make an order for the confirmation of such sale, or mortgage, heretofore made in good faith for the benefit of such society, association or corporation, and for the conveyance in fee simple, or in mortgage, of all the right, title, and interest, both legal and equitable, of such society, association or corporation, in and to such real estate, to the party or parties immediately or mediately entitled thereto under such sale or mortgage; and it shall be lawful for any member of such church, congregation, association, society, or corporation to oppose, by affidavit or otherwise, the granting of either of such orders.

Sec. 2. This act shall take effect immediately.

An act concerning corporations.

[Approved April 1, 1864; Stats. 1863-64, 303.) Section. 1. All associations or companies heretofore organized and acting in the form and manner of corporations, and that have filed certificates for the purpose of being incorporated, but whose certificates are in some manner defective, or have been improperly acknowledged or have been acknowledged before a person not authorized by law to take such acknowledgments, are hereby declared to be and to have been corporations from the date of the filing of such certificates, in the same manner and to the same effect and intent as if such certificates were without fault and properly acknowledged before the proper officer, and all such certificates are hereby validated and declared to be legal, and shall have the same force and effect as if such .certificates were free from all fault or defect, and were properly acknowledged before an officer having authority to take such acknowledgments.

Sec. 2. This act shall take effect immediately.

An act relating to certificates of incorporation.

[Approved March 1, 1870; Stats. 1869-70, p. 107.] Section 1. Any corporation now or hereafter organized under the laws of this state may amend its articles of association, or certificate of incorporation, by a majority vote of the board of directors or trustees, and by a vote or written assent of the stockholders representing at least two-thirds of the capital stock of such corporation; and a copy of the said articles of association or certificate of incorporation, as thus amended, duly certified to be correct by the president and secretary of the board of directors, or trustees of such corporation, shall be filed in the same office, or offices, where the original articles or certificate are required by law to be filed; and from the time of filing such copy of the amended articles or certificate, such corporation shall have the same powers, and it and the stockholders thereof shall be thereafter oject to the same liabilities as if such amendment had been embraced in the original articles or certificate; provided, that the time of the existence of such corporation shall not be thereby extended beyond the time fixed in the original articles or certificate; and, provided further, that such original and amended articles or certificate shall, together, contain all the matters and things required by the law under which the original articles of association or certificate of incorporation were executed and filed; and, provided further, that nothing herein contained shall be construed to cure or amend any defect existing in any original certificate of incorporation heretofore filed, by reason of the failure of such certificate to set forth the matters required by law to make the same valid as a certificate of incorporation at the time of the filing thereof; also, provided, that unless the vote or written assent of all the stockholders has been obtained, then a notice of the intention to make such amendment shall first be advertised for sixty days, in some newspaper published in the town or county in which the principal place of business of said company is located; and the written protest of any one of said stockholders, or his duly authorized

Corporation Laws-52

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