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cept that no officer or director shall be removed from office, unless by a vote of a majority of the stockholders.

Sixth-To mrake by-laws not inconsistent with the laws of this state, for the organization of the company, the management of its property, the regulation of its affairs, the transfer of its stock, and for carrying on all kinds of business within the objects and purposes of the company.

Sec. 13. The stock of the company shall be deemed personal estate, and shall be transferable in such manner as shall be prescribed by the by-laws of the company; but no transfer shall be valid except between the parties thereto, until the same shall have been so entered on the books of the company, as to show the names of the parties by and to whom transferred, the number and desig. nation of the shares, and the date of the transfer; and no such transfer shall be deemed valid to the prejudice of any mechanic's lien, or debt due to laborers on said property.

Sec. 14. The company shall have power to call in and denrand from the stockholders the sums by them subscribed, at such times, and in such payments or installments as they may deem proper. Notice of each assessment shall be given to the stockholders personally, or shall be published once a week for at least four weeks, in some newspaper published at the place designated as the principal place of business of the corporation, or if none be published there, in some newspaper nearest to such place. If, after such notice has been given, any stockholder shall make default in the payment of the assessment upon the shares held by him, so many of such shares may be sold as will be necessary for the payment of the assessment on all the shares held by him. The sale of said shares shall be made as prescribed in the by-laws of the company; provided that no sale shall be made except at public auction to the highest bidder, after a notice of thirty-days, published as above directed in this section, and that at such sale, the person who will agree to pay the assessment so due, together with the expense of advertisement and the other expenses of sale, for the smallest number of whole shares, shall be deemed the highest bidder.

Sec. 15. The company shall have power to locate its contemplated road, in such manner and place as may be designated by its engi. neer, and approved by the company, following the general route and ternrini described in the original notice, and for that purpose they may enter upon and take possession of any land or real estate. If the same be private and individual property, and the right of way over and through it be not obtained by agreement, the company shall petition the county court of the county in which the land may be situated, setting forth all such cases of disagreement in such county, and praying the court to appoint three commissioners to as. sess the damages arising from the taking of such right of way, and such court shall thereupon appoint three disinterested persons, who shall have full power to proceed to such premises, and to examine, hear and determine, all questions of damages and injuries to such land arising from such taking, and to award the amount of the same to the person or persons entitled thereto, and for this purpose said commissioners shall have power to administer oaths. The commissioners shall make their report to the court, and the same shall be affirmed, or set aside, for cause shown, and if set aside, a new commission shall be appointed, who shall proceed in like manner; and as soon as such award shall be affirmed, it shall have the effect of a judgment, and execution may be issued thereupon by the clerk of the court.

Sec. 16. The conrpany shall not locate their road through any house or orchard, or through any yard or garden within fifty feet of any dwelling-house, or through or over any mining claim, ditch, flume, or aqueduct, carrying water for mining or other purposes, so as to hinder or obstruct the working of such claim, or the running of such water, without the consent of the owner thereof, or the approval of two or three commissioners, to be appointed by the court of sessions for such purpose; and should such approval be obtained, and the road be located, the damages shall be assessed by the lastnamed commissioners, and collected in the same manner as is provided in section fifteen of this act.

Sec. 17. Whenever any survey or location of such road shall toneh, lap, or cover any portion of any public road or highway established under the laws of this state, the court of sessions of the county shall order the survey or relocation of such public road, to straighten the line of the same in such manner as shall leave a public highway in as good condition as if no plank or turnpike road had been laid out or constructed in its vicinity. And the expense of the survey, relocation and opening of such public road, shall be paid by the company or corporation designing to use the original track of such road. Whenever any plank or turnpike.road, contemplated in this act, shall cross any public road or highway, the company shall so construct its road that animals and vehicles can pass over the same without hindrance, inconvenience or delay; and no fence or other obstrnetion shall be erected at any toll-gate by any corporation so as to prevent the public highway from being traveled over, or to compel travel on any plank or turnpike road belonging to such corporation. (Amend. ment passed May 15, 1854, 166.)

Sec. 18. All companies formed, or that may hereafter form and organize under the provisions of this act, shall have full power to bridge any stream or river not navigable on their adopted route, and to determine all matters touching the construction of their road, including the width, and the manner and style in which the same nray be built; but provided, always, that such companies as have already organized, or that may hereafter organize, under the provisions of this act, and the act of which this is amendatory, shall only be al. lowed to put up and keep such toll-gates, demand, collect and receive such tolls as may be fixed and prescribed by the board of supervisors of the county or counties through which such road or roads may pass. Such gates and tolls to be fixed and prescribed by such board of supervisors as aforesaid, from year to year. And if any company or companies shall violate the provisions of this act, by putting up any toll gate or gates, or by collecting any toll or tolls, except as may be fixed and prescribed by such board of supervisors, as aforesaid, such company or companies shall forfeit all their corporate rights in such road or roads, turnpike or turnpikes, bridge or bridges, ferry or ferries, to the counties in which the same may be situated. Such conrpany or companies may be prosecuted for such violation as aforesaid, before any justice of the peace in any township through which such road passes. [Amendment, approved April 28, 1857, 280.]

[The above section 18 was repealed as far as it related to the counties of Plumas, Sierra, Trinity, Siskiyou, Del Norte, Klamath, Butte and Shasta, by act passed April 23, 1859, 265.]

Sec. 19. The board of directors shall exercise the corporate powers of the company, with such limitations and restrictions, and to the extent only, that may be prescribed in the by-laws of the company. It is expressly understood that the directors and officers have no powers except such as are given by the stockholders in their resolutions and by-laws. The secretary of the company shall file a copy of the by-laws, and all amendments thereto, with the county recorder of each county traversed by the road, for public inspection, from which filing all contracts made by directors, or any officers or agents of the company, in behalf of the company, must be entered into under the powers and by the authority conferred in such by-laws; otherwise all such contracts shall be null and void ag against the company, but valid and binding as against each and all the directors, officers or agents, who made such contract or did not dissent therefrom. A majority of votes at any legal meeting shall be required for the valid enactment of by-laws, passage of resolutions, and in all proceedings of the company; provided, that said board of directors shall not be empowered in any manner to mortgage, or otherwise to hypothecate the property of the company, until twenty-five per cent of the capital stock has been paid in and vested in the construction of said road, nor then, unless by a vote of two-thirds in interest of the stockholders.

Sec. 20. Each stockholder shall be individually and personally liable for his proportion of the debts and liabilities of the company, contracted or incurred during the time that he was a stockholder; for the recovery of which, joint or several actions may be instituted and prosecuted. The liability of each may be proportioned to the amount of stock owned respectively.

Sec. 21. No person holding stock as executor, administrator, guardian or trustee, or holding it as collateral security, or in pledge, shall be personally subject to any liability as a stockholder of the company, but the person pledging the stock shall be considered as holding the same, and shall be liable as a stockholder accordingly; and the estate and funds in the hands of the executor, administrator, guardian or trustee, shall be liable in like manner and to the same extent, as the testator or intestate, or the ward or person interested in the trust fund, would have been if he had been living and competent to act and hold the stock in his own name.

Sec. 22. It shall be the duty of every company incorporated under this act to cause a book to be kept containing the names of all persons, alphabetically arranged, who are or shall become stockholders of the corporation, and showing the number of shares of stock held by them respectively, and the time when they respectively became the owners of such shares; which book, during the usual business hours of the day, on every day except Sunday and the Fourth of July, shall be open for the inspection of the stockholders and creditors of the company, at the office or principal place of business of the company; and any stockholder or creditor shall have the right to make extracts from such book, or to demand and receive from the elerk or other officer having charge of such book, a certified copy of any entry made therein, such book or certified copy of any entry shall be presumptive evidence of the facts therein stated, in any action or proceeding against the company, or against any one or more stockholders.

Sec. 23. If the clerk, or other officer having charge of such book, shall make any false entry, or neglect to make any proper entry therein, or shall refuse or neglect to exhibit the same, or to allow the same to be inspected, or extracts to be taken therefrom, or to give a certified copy of any entry therein, as provided in the preceding section, he shall be deemed guilty of a misdemeanor, and shall forfeit and pay to the party injured a penalty of one hundred dollars, and all damages resulting therefrom; and for neglecting to keep such books for inspection as aforesaid, the corporation shall forfeit

Corporation Laws-55

to the people the sum of one hundred dollars for every day it shall so neglect; to be sued for and recovered in the name of the people, by the district attorney of the county in which the principal place of business of the corporation is located.

Sec. 24. Any company incorporated under this act may, by complying with the provisions herein contained, increase or diminish its capital stock to any amount which may be deemed sufficient and proper for the purpose of the corporation; but before any corporation shall be entitled to diminish the amount of its capital stock, if the amount of its debts and liabilities shall exceed the sum to which the capital is proposed to be diminished, such amount shall be satisfied and reduced, so as not to exceed the diminished amount of capital

. Sec. 25. Whenever it is desired to increase or diminish the capital stock, a nreeting of the stockholders may be called by a notice, signed by at least a majority of the directors, and published for at least four weeks in some newspaper published in the county where the principal place of business of the company is located; which notice shall specify the object of the meeting, the time and place where it is to be held, and the amount to which it is proposed to increase or diminish the capital; and a vote of two-thirds of all the shares of stock shall be necessary to an increase or diminution of the amount of capital stock.

Sec. 26. If, at any meeting so called, a sufficient number of votes has been given in favor of increasing or diminishing the amount of the capital, a certificate of the proceedings, showing a complianee with these provisions, the amount of capital actually paid in, the whole amount of the debts and liabilities of the company, and the amount to which the capital stock is to be increased or diminished, shall be made out, signed and verified by the affidavit of the chairman and secretary of the meeting, certified by a majority of the directors, and filed as required by the eleventh section of this act, and when so filed, the capital stock of the corporation shall be increased or diminished to the amount specified in the certificate.

Sec. 27. Upon the dissolution of any company formed under this act, the directors at the time of the dissolution shall be trustees of the creditors and stockholders of the corporation dissolved, and shall have full power and authority to sue for and recover the debts and property of the corporation, by the name of trustees of such corporation; collect and pay the outstanding debts, settle all its affairs, and divide among the stockholders the money and other property that shall remain after the payment of the debts and necessary es: penses.

Sec. 28. Any company formed under this act, may dissolve and disincorporate itself by presenting to the county judge of the county in which the meetings of the company are usually held, a petition to that effect, accompanied by a certificate of 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 all the stockholders to disincorporate, and dissolve the corporation; notice of the application shall be given them by the clerk, which notice shall set forth the nature of the application, and shall specify the time and place at which it is to be heard, and shall be published in some newspaper in the county, or by advertisement posted up for thirty days in three of the most public places in the county. At the time and place appointed, or at any other to which it may be post: poned by the judge, he shall proceed to consider the application, and if satisfied that the corporation has taken the necessary preliminary steps, and obtained the necessary vote to dissolve itself, and that all claims against the corporation are discharged, he shall enter an order declaring it dissolved.

Sec. 29. Each toll gatherer may detain and prevent from passing through his gate, the persons leading or driving animals or carriages subject to toll, until they shall have paid respectively the tolls authorized by law.

Sec. 30. It shall be the duty of the president and directors to affix and keep up at or over each gate, or some conspicuous place, so as to be conveniently read, a printed list of the rates of toll demanded at such gate.

Sec. 31. Every toll gatherer who, at any gate, shall unreasonably hinder or delay any traveler or passenger liable to the payment of toll, or shall demand and receive from any person more than by law he is authorized to collect, shall, for each offense, forfeit the sum of ten dollars to the person aggrieved.

Sec. 32. Every person who shall: First-Willfully break, cut down, deface, or injure any mile-stone, or post on any turnpike road, or plank road; or, Second-Willfully break or throw down any gate on such road; or,

Third-Dig up or spoil any part of such road, or anything thereunto belonging; or

Fourth-Forcibly or fraudulently pass any gate thereon without having paid the legal toll, for each offense, shall forfeit to the corporation injured the sum of twenty-five dollars, in addition to the damages resulting from his wrongful act.

Sec. 33. Every person who, to avoid the payment of the legal toll, shall, with his team, carriage, or horse, turn out of a turnpike road, or plank road, or pass any gate thereon on ground adjacent thereto, and again enter upon such road, shall, for such offense, forfeit the sum of five dollars to the corporation injured.

(Section 34 was repealed by act approved April 13, 1858, 145.]

Sec. 35. Chapter four of an act entitled an act concerning corporations, passed April twenty-second, one thousand eight hundred and fifty, and all other laws and acts inconsistent herewith, are hereby repealed.

Act Cited.

Hall v. Crandall, 29 Cal. 570, 89 Am. Dec. 64; S. & L. G. R. Co. v. I. T. C. R. R. Co., 45 Cal. 680; Culbertson v. Kinevan, 73 Cal. 68, 14 Pac. 364; People v. Auburn etc. T. Co., 122 Cal. 337-339, 55 Pac. 10.

ARTICLE VI.

WAGON ROAD COMPANIES. An act to provide for the incorporation of wagon road companies.

[Approved April 22, 1853; Stats. 1853, p. 114.] Section 1. All the provisions of “An act to authorize the formation of corporations for the construction of plank or turnpike roads,' passed May twelfth, one thousand eight hundred and fifty-three, wherein the same do not conflict with the provisions of the following sections of this act, shall apply to the corporations of companies formed for the purpose of constructing common wagon

roads. (Amendment, approved April 1, 1856, 71.]

Sec. 2. The amount of stock necessary to be subscribed prior to the incorporation of such company, shall be at least three hundred dollars per mile; the duration of such company shall not exceed ten years; the application for authority to construct such road shall be

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