subjects of municipal administration. (Low v. Mayor of Marysville, 5 Cal. 217.)

Irrigation districts are public corporations to the same extent as reclamation districts, and the rule that proceedings to devest a person of his property in invitum are to be strictly construed does not apply to proceedings for the formation of such districts. Such proceedings are to be liberally construed to carry out the purposes of the law. (Central Irr. Dist. v. De Lappe, 79 Cal. 351, 21 Pac. 825. Note citation: Gulf etc. Co. v. James, 15 Am. St. Rep. 753.)

Irrigation districts provided for in act of March 7, 1887, are quasi public corporations in the sense that the purpose for which they are to be organized is for the general public benefit, and legislative recognition is sufficient to establish such district. (Turlock Irr. Dist. v. Williams, 76 Cal. 360, 18 Pac. 379. Same effect: People v. Selma etc. Dist., 98 Cal. 208, 32 Pac. 1047.)

A swamp land district, organized by the board of supervisors under act of March 25, 1868 (Stats. 1867-68, p. 316), is a public corporation, and validity of its corporate existence cannot be collatcrally attacked or questioned. (Hoke v. Perdue, 62 Cal. 545.) An irrigation district is a public corporation, and its officers are public officers. (Perry v. Otay Irr. Dist., 127 Cal. 565, 60 Pac. 40.) It is not a presumption of law that a corporation organized for irrigation purposes was organized for profit. (Applegarth v. MeQuiddy, 77 Cal. 408, 19 Pac. 692.)

(Miners' Ditch Co. v. Zeller

Quasi Public Corporations.-Defined. bach, 37 Cal. 543, 99 Am. Dec. 300, and note.) Of this class are railroad, turnpike, canal, water, and light companies. (Miners' Ditch Co. v. Zellerbach, 37 Cal. 543, 99 Am. Dec. 300, and note; Turlock Irr. Dist. v. Williams, 76 Cal. 360, 18 Pac, 379.)

A reclamation district organized under the provisions of the Political Code (section 3446 et seq.) is a quasi public corporation whose organization cannot be collaterally attacked. (Reclamation District v. Turner, 104 Cal. 334, 37 Pac. 1038. To same effect: Hamilton v. San Diego Co., 108 Cal. 273, 41 Pac. 365.)

Private Corporations.-Under the classification of this section, all corporations are either public or private. The purposes for which a corporation is formed must be stated in its articles of incorporation, and it is by reference to the articles, as well as to the statute under which the incorporation is had, that the character of the corporation is determined. (C. C., sec. 290; Vercoutere v. Golden Gate Lumber Co., 116 Cal. 410, 48 Pac. 375; Perkins v. Fish, 121 Cal. 317, 53 Pac. 901.)

PRIVATE, HOW FORMED.

Sec. 285, C. C. Private corporations may be formed by the voluntary association of any five or more persons in the manner prescribed in this article. A majority of such persons must be residents of this state. En. March 21, 1872. Amd. 1873-74, 197.

Formation of corporation to be under general laws: Const. Cal. 1879, art. XII, sec. 1; 1849, art. IV, sec. 31.

Section Cited.

For corporations defectively organized and de facto corporations, see section 358, Civil Code, post.

Legislative History.

This section is not based upon any general provision of law existing prior to the adoption of the Civil Code. Many of the statutes relating to particular corporations provided minimum limitations upon the number of individuals who could incorporate, but there was no uniformity in the limitation. Under the incorporation act of 1850 (Stats. 1850, p. 347), seven or more incorporators were required for insurance companies; twenty-five for railroad companies; five for turnpike, road, or plank road companies; three for manufacturing, mining, mechanical or chemical companies, five for bridge companies. For steam navigation companies, and telegraph companies there was no limitation upon the number of incorporators under that act. The mutual insurance companies act of April 16, 1851 (Stats. 1851, p. 523), required at least seven incorporators. The incorporation act of April 14, 1853 (Stats. 1853, p. 87), required three or more incorporators for the incorporation of the corporations therein provided. The plank and turnpike road act of May 12, 1853 (Stats. 1853, p. 169), required nine or more incorporators. By act of March 13, 1857 (Stats. 1857, p. 75), nine incorporators were required for the incorporation of the charitable institutions therein provided for. The rural cemetery act (Stats. 1859, p. 281) required at least seven incorporators, and imposed the further requirement of residence in the state. The homestead association act of 1861 (Stats. 1861) required seven incorporators. The railroad incorporation act of 1861 (Stats. 1861 p. 607) required ten incorporators. The act of April 11, 1862 (Stats. 1862, p. 199), providing for the formation of corporations for the accumulation of funds and savings, required five incorporators. The library association act of 1863 (Stats. 1863, p. 624) required twenty members. The fire insurance and marine insurance act of 1866, and the mutual life insurance act of 1866 (Stats. 1866, pp. 743, 752, respectively), each required thirteen corporators.

With the exception of the rural cemetery act of 1859 there was, prior to the adoption of the Civil Code, no restriction as to the residence or citizenship of the incorporators. This section originally (March 21, 1872) prescribed that the incorporators should be citizens of the state, and not merely residents, and contained at its end the following: "Married women may become corporators, officers, and members of religious, benevolent, art, literary and educational corporations." This last provision was derived from the acts of March 12 and April 24, 1858 (Stats. 1858, pp. 57, 264).

The original section (March 21, 1872), after the words "five or more persons," had the words "for the purposes and." The purposes were specified, and restricted to those specified, by section 286 of the Civil Code as originally adopted March 21, 1872. The original section was amended in 1874 to its present form (Amendments 1873-74, p. 197), and has not been amended since.

The section in its present form permits women to be incorporators in any private corporation. By act of March 12, 1858 (Stats. 1858, p. 57), women were authorized to be incorporators, officers, and members of the benevolent corporations therein provided for on the same footing as men.

While this section provides that corporations may be formed in the manner prescribed in this article, there are, beside the general provisions, applicable to all corporations, herein contained, particular provisions for specified corporations prescribed by titles II to XVI, inclusive, of part IV of the Civil Code and by general laws which supplement the code provisions and which are referred to under the sections to which they relate, and are to be found in full hereafter in the Appendix.

Section Cited.

People ex rel. v. B. & P. O. of Elks, 128 Cal. 260, 60 Pac. 865.

Annotation.

Formation of Corporations.-A substantial compliance with the forms of law, by persons seeking to derive the benefits of incorporation, must be observed, and the omission of essential steps will invalidate the attempted incorporation. (Mokelumne etc. Co. v. Woodbury, 14 Cal. 424, 73 Am. Dec. 658; S. V. W. W. v. S. F., 22 Cal. 440; Harris v. McGregor, 29 Cal. 127; People v. Stockton etc. R. R., 45 Cal. 413; McCallion v. Hibernia etc. Soc., 70 Cal. 168, 12 Pac. 114; Fresno etc. Co. v. Werner, 72 Cal. 384, 14 Pac. 37; People v. Selfridge, 52 Cal. 331.)

And a substantial compliance with the statutory provision for incorporation constitutes a company claiming to be a corporation a corporation de jure. (Oroville etc. Co. v. Plumas Co., 37 Cal. 354.) Mere technical errors or slight defects or omissions do not invali

date proceedings for incorporating under the general law, since a strict compliance with all the statutory requirements is not essential. (Ex parte Spring V. W. W., 17 Cal. 132. To same effect: Spring V. W. W. v. S. F., 22 Cal. 441; People v. Stockton etc. R. R. Co., 45 Cal. 313; People v. Montecito etc. Co., 97 Cal. 278, 33 Am. St. Rep. 174, 32 Pac. 236.)

Although the omission of the essential steps is fatal in a collateral proceeding, mere irregularities cannot be collaterally assailed, and for such irregularities the corporation is responsible only to the government in a direct action for forfeiture. (Mok. etc. Co. v. Woodbury, 14 Cal. 424, 73 Am. Dec. 658. To same effect: Spring V. W. W. v. S. F., 22 Cal. 440; People v. Frank, 28 Cal. 519; Harris v. McGregor, 29 Cal. 127; People v. Stockton etc. R. R. Co, 45 Cal. 413, 13 Am. Rep. 190; McCallion v. Hibernia S. & L. S., 70 Cal. 168, 12 Pac. 114; Fresno etc. Co. v. Warner, 72 Cal. 384, 14 Pac. 37; Oroville Co. v. Plumas Co., 37 Cal. 361. Note citations: 19 Am. Dec. 67; 78 Am. Dec. 732; 79 Am. Dec. 437; 73 Am. Dec. 661; 29 Am. St. Rep. 601; 33 Am. St. Rep. 177, 359; 41 Am. St. Rep. 162.) The same is true of those acts which are not made prerequisites to the exercise of corporate powers. (S. V. W. W. v. S. F., 22 Cal. 434. To the same effect: People v. Frank, 28 Cal. 519; Oroville Co. v. Plumas Co., 37 Cal. 361. Note citations: 19 Am. Dec. 67; 73 Am. Dec. 661.)

All this upon the theory that the right to be a corporation is a franchise, and to acquire a franchise under a general law the required statutory conditions must be complied with. (People v. Selfridge, 52 Cal. 331.)

So it is held the right to be a corporation is a franchise to acquire which the prescribed statutory conditions for the formation of corporations must be substantially complied with, without the omission of any requirement, though a substantial rather than a literal compliance will suffice. (People v. Montecito Water Co., 97 Cal. 276, 33 Am. St. Rep. 172, 176, 32 Pac. 236. Note citation: Jones v. Aspen Hardware Co., 52 Am. St. Rep. 227.)

A substantial compliance with the law in the organization of a corporation cannot be dispensed with as against an attack upon its validity in an action of quo warranto. (People ex rel. v. B. and P. O. of Elks, 128 Cal. 257, 60 Pac. 865.)

Scope of Section.-This section applies to all corporations incorporated in this state, unless provision is otherwise made by special statute. (People ex rel. v. B. & P. O. of Elks, 128 Cal. 260, 60 Pac. 865.)

Substantial Defects.-A failure to name the place of business in the certificate of incorporation renders it insufficient. (Harris v. McGregor, 29 Cal. 124. To same effect: McCallion v. Hibernia S. & L. Soc., 70 Cal. 168, 12 Pac. 114. Distinguished: Pacific Bank v. De Roe, 37 Cal. 542; Fresno etc. Co. v. Warner, 72 Cal. 384, 14 Fac. 37. Note citations: 73 Am. Dec. 661; 33 Am. St. Rep. 177.)

And a certificate legally defective for want of conformity to the statutory requirements is not proof of a corporation in esse. (MeCallion v. Hibernia S. & L. Soc., 70 Cal. 163, 12 Pac. 114. See note: People v. Water Co., 33 Am. St. Rep. 177.)

And the fact that a company is designated as "the Pacific Mutual Life Insurance Company of California" raises no presumption that it is a corporation or that it is incorporated under the laws of California. (Briggs v. McCullough, 36 Cal. 542.)

Filing of articles of incorporation in the clerk's office of the county of the principal place of business is a necessary prerequisite to the formation of a de jure corporation and the defect is not remedied by the articles being filed in another county, or a copy of the certificate of incorporation being filed in the proper county. (Martin v. Deetz, 102 Cal. 55, 41 Am. St. Rep. 15, 36 Pae. 368.) The rule that an incorporation is incomplete until the charter is accepted has no application to corporations formed under general laws. (S. V. W. W. v. S. F., 22 Cal. 434.)

Formation Only Under General Laws: Cal. Const. 1879, art. XII, sec. 1, ante.

FOR WHAT PURPOSE PRIVATE CORPORATIONS ARE FORMED. Sec. 286, C. C. Private corporations may be formed for any purpose for which individuals may lawfully associate themselves. En. March 21, 1872. Amd. 1873-74, 198.

Legislative History.

The original section (approved March 21, 1872) provided that private corporations might be formed for certain specified purposes and none other. It then designated these purposes in twentyseven subdivisions which embraced every purpose for which corporations had been authorized by prior legislation. These prior statutes are referred to under section 288, Civil Code, herein and are to be found in full hereafter in the Appendix. While this section now authorizes the formation of corporations for any purpose for which individuals may lawfully associate themselves, and while the Civil Code contains general provisions applicable to all corporations, the purposes for which corporations are formed usually are specified and considered in detail in titles II to XVI, inclusive, of part IV of the Civil Code. These provisions of the Civil Code have been supplemented by general laws which are referred to under the sections to which they relate, and are to be found in full in the Appendix. Corporations for the following purposes are provided for by general laws passed subsequent to the adoption of the Civil Code: Agricultural district societies, bond and surety corpo