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An act supplementary to the foregoing act.

[Approved March 27, 1857; Stats. 1857, p. 121.] Section 1. It shall be the duty of the trustees of every company, incorporated under this act, for the purpose of ditching, mining, or conveying water for mining purposes, 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 and designation of shares of stock held by them respectively, and the time when they respectively became the owners of such shares; also a book or books, in which shall be entered at length, in a plain and simple manner, all by-laws, orders and resolutions of the company and board of trustees, and the manner and time of their adoption, which books, during the business hours of the day, Sundays and Fourth of July excepted, shall be open for the inspection of stockholders and the creditors of the company, each individual stockholder, and their duly authorized agents and attorneys, at the office or principal place of business of the company; provided, that the office and books of every such company shall be kept, and the books of such company shall be open, as aforesaid, in the county in which their business is transacted, and every stockholder or creditor, as aforesaid, or their agents, or attorneys, shall have the right to make extracts from such books, or upon par. ment of reasonable clerk's fees therefor to demand and receive from the clerk, or other officer having charge of such books, 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 any one or more stockholders.

Sec. 2. If the clerk or other officer having charge of such books shall make any false entry, or neglect to make any proper entry therein, or shall refuse or neglect to exhibit the same, or 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 two hundred and one dollars, and all damages resulting therefrom, to be recovered in any court of competent jurisdiction in this state; and for neg: lect to keep such books for inspection, and at the place provided for in the last section, the corporation shall forfeit to the people of the state of California the sum of two hundred and one dollars for every day they shall so neglect, to be sued for and recovered before any court of competent jurisdiction in the county in which the principal business of such company is transacted; and it shall be the duty of the district attorney, within and for such county, to prosecute such action, in the name of and for the benefit of the people of the state of California. And it is further provided, that in case any such incorporated company shall refuse or neglect, for the space of one full year, after the passage of this act, to comply with the provisions of this and the preceding section, then, upon the showirg of such facts by petition of any person aggrieved thereby and due proof thereof, before the county judge of the county in which such company's principal business is transacted, after such company shall have been duly notified thereof, by summons, to be issued by said judge, citing such company to appear before such judge, at a time and place therein mentioned, which shall not be less than ten nor more than thirty days from the date of such summons, such company shall by judge be declared and decreed to be disincorporated, so far as to deprive said company of all the privileges of this act, but in no manner to affect the remedy of all persons against such company to be exercised as this act provides; provided, that nothing contained in the provisions of this section concerning the disincorporating of such companies shall be so construed as to prevent the enforcement of the other remedies in this section mentioned, at any time after the passage of this act, except as herein provided.

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An act amendatory and supplementary to an act entitled "An act

to provide for the formation of corporations for certain purposes, approved April 14, 1853.'

[Approved March 7, 1859; Stats. 1859, p. 93.] (Section 1 contains the amendment to section 2 of the act of 1853, therein inserted.]

Sec. 2. All corporations heretofore formed under the provisions of the act of which this is amendatory, who have filed a certified copy of the certificate in writing, required to be executed in the first section of this act, in the office of the Secretary of State, shall, to all intents and purposes, be as legally incorporated as though à duplicate thereof had been filed in the office of the said Secretary of State, and all acts heretofore done by such companies, under their corporate name, in conformity to the laws governing corporations in this state, are hereby made lawful acts.

An act to provide for the formation of corporations for certain pur

poses. [Approved April 4, 1870; Stats. 1869-70, p. 822.] Section 1. Corporations for any trading, manufacturing, mechanical, or other lawful business or purpose, may be formed under the provisions of this act; such corporations and its members to be subject to the duties, conditions, and liabilities herein imposed, and no others.

Sec. 2. The provisions of sections two, three, four, six, seven, eight, nine, ten, eleven, twelve, thirteen, fourteen, fifteen, sixteen, seventeen, eighteen, nineteen, twenty, twenty-one, twenty-two, twenty-three, twenty-four, twenty-seven of an act entitled “An act to provide for the formation of corporations for certain purposes," passed April fourteenth, one thousand eight hundred and fifty-three, and of all acts amendatory or supplementary to said sections, shall apply to corporations formed under this act.

Sec. 3. The corporate powers of the corporation shall be exercised by a board of not less than three trustees, who shall be stockholders in the company, and a majority of them citizens of the United States, and residents of this state, and who shall, after the expiration of the term of the trustees first selected, be annnally elected by the stockholders at such time and place, and upon such notice, and in such mode, as shall be directed by the by-laws of the company; but such election shall be by ballot, either in person or by proxy, and the persons receiving the greatest number of votes shall be trustees. Vacancies among the trustees by death, resignation or otherwise, shall be filled for the remainder of the year in such manner as the by-laws prescribe, and the by-laws shall be wade or altered or amended by the stockholders at their annual meeting, or at such other meeting of the stockholders as may be provided for in a by-law made for this particular purpose.

See. 4. No member of such corporation shall be entitled to hold or claim any interest therein exceeding the sum of two thousind dollars, nor shall any member, upon any subject, be entitled to more · than one vote.

Sec. 5. No certificate of shares shall be issued to any person until the full amount thereof shall have been paid in cash; no person shall be allowed to become a stockholder except by the consent of the board of trustees, entered in the minutes of their proceedings.

Sec. 6. At the annual meeting of the stockholders in each year, the board of trustees shall present a report of the condition of the corporation, containing the amount of the capital stock, the par value of the shares, the number of shares issued, the names and resi. dence of the stockholders and the number of shares owned by each; the kind and anrount of the property held by the corporation, its liabilities and the receipts and expenditures during the preceding year; which report shall be signed and sworn to by the president and seeretary of the corporation, and filed in the office of the county clerk of the county in which the principal place of business of the corporation is located, and a copy thereof, certified by said elerk, shall be filed in the office of the Secretary of State.

Sec. 7. The board of trustees shall, also, when required in writing by one-third of the stockholders, make out written reports of the exact situation and business of the corporation.

Sec. 8. For failure to make the reports required in the two preceding sections, the corporation shall be subject to a penalty of five hundred dollars, and an additional five hundred dollars for every month that such corporation shall thereafter continue to transaet business.

Sec. 9. The certificate of incorporation shall substantially state, in addition to the other requirements of the law, that the corporation is formed under this act; otherwise, the corporation shall not be deemed to be formed under this act.

Sec. 10. This act shall be in force immediately after its passage.

An act to provide for the formation of corporations for the accumu

lation of funds and savings, and the direct promotion of manufacturing and mechanic arts, agriculture and mining.

[Approved March 31, 1870; Stats. 1869-70, p. 523.] Section 1. Corporations, for the purpose of aggregating the funds and savings of the members thereof and others, and preserving and investing the same for their common benefit, so as to directly promote the establishment and increase of manufacturing and mechanical industry, mining and agriculture in the state of California, may be formed according to the provisions of this act; and such corpora. tions, and the members and stockholders thereof, shall be subject to all the conditions and liabilities herein imposed, and none other.

Sec. 2. No corporation formed under this act shall loan any money without adequate security on real or personal property, except when any such corporation shall, by a by-law to that effect, adopted by a two-thirds vote of all the stock of the company subscribed and taken, authorize the making of loans to persons of reputed solvency and good character, and of suitable business capacity, or to co-operative associations or corporations, for the purpose of aiding the establishment or development of mechanical, agricultural, mining and manufacturing enterprises in the state of California, when so ordered by a vote of not less than three-fourths of all the directors thereof; provided, that this exception shall apply only to corporations having a capital stock or reserved fund, or both capital stock and reserved fund, paid in, of not less than fifty thousand dollars; and no deposits shall be loaned or invested for a period exceeding five years.

Sec. 3. Such corporations may be formed for the purpose of aiding the establishment or development of any one class of mining, agricultural, mechanical or manufacturing enterprise, or all enterprises of that character generally, which object or objects shall be distinctly specified in the articles of incorporation thereof. If, in said certificate, the object of such corporation is stated generally; the powers and duties of the trustees in making loans, and the soieetion of objects to be aided thereby, may be specified in the bylaws, which discretion of said trustees may be enlarged or diminished, from time to time, by amendments of the by-laws, duly adopted, or by resolution of the stockholders, as the interests of the corporation may require.

See. 4. In the investment of the funds and deposits of such cor. porations, and in loaning the same, preference shall always be given. by the trustees

First-To applicants for amounts of loan not exceeding five thousand dollars, upon adequate security, consisting of real estate, improvements thereon, machinery, mechanical implements, raw mate. rial and stock in trade, the same to be used in such a manner as to afford enrployment to artisans, mechanics and laborers, in one more of the industries which said corporation is designed to promote.

Second-To loans of larger amount for similar objects, not in any one case exceeding ten per cent of the entire capital stock paid in and reserved fund of such corporation.

Third—In default of applications for loans of the classes above specified, accompanied by the offer of adequate security, the trustees. of such corporation may loan the funds and deposits thereof upon upencumbered real estate, for the purpose of aiding the erection of buildings thereon, or the repair or enlargement of buildings already existing thereon, as the by-laws of such corporation may direct.

Fourth-In default of applications for loans for the purposes aforesaid, accompanied with the offer of adequate security, loans of the funds and deposits of such corporations may be made upon improved or unimproved real estate, for the purpose of aiding the reclamation cultivation and improvement thereof by the planting of timber and otherwise.

Fifth-In default of applications for loans of the classes above named, accompanied by the offer of adequate security, the funds and deposits of such corporations may be loaned upon the security of unencumbered productive real estate, upon which no labor is required to be performed, but not otherwise.

Sec. 5. All the provisions of an act to provide for the formation of corporations for the accumulation and the investment of funds and savings, approved April eleventh, eighteen hundred and sixty-two, and the various acts amendatory thereof and supplemental thereto, so

Corporation Laws—56

or

far as they are not in conflict with the provisions of this act, are made applicable to corporations formed under the provisions of this act.

Sec. 6. Voluntary or incorporated associations of mechanies or workingmen may, in accordance with the provisions of their respeetive by-laws, invest a portion or the whole of their funds in the capital stock of corporations formed under this act, and the shares of stock so taken shall be entitled to representation at all meetiogs of the stockholders, and be voted upon by the officer or officers of such voluntary or incorporated associations who may be duly authorized to cast the vote therefor; and said certificates of stock may be sold, assigned or transferred by the parties thereunto duly authorized, in the same manner as other stock of said corporations formed under the provisions of this act. [This act to take effect immediately; approved April 4, 1870, 274.]

ARTICLE DX.

CHAMBERS OF COMMERCE, BOARDS OF TRADE AND ME

CHANICS' INSTITUTES. (See ante, pp. 694-697.)

ARTICLE X.

WATER COMPANIES.
An act to provide for the incorporation of water companies.

[Approved May 3, 1852; Stats. 1852, p. 171.] Section 1. The provisions of chapters one and five of the act en. titled “An act concerning corporations," passed April twenty-second, one thousand eight hundred and fifty, shall extend to and apply to all associations already formed or hereafter to be formed under said act, for the purpose of supplying any cities or towns in this state, or the inhabitants thereof, with pure and fresh water. (Chapter 1, referred to, is included herein at p. 810 et seq. Chapter five, referred to, was repealed by act of April 14, 1853, page 87, but was left in force so far as adopted in the text. It is to be found in the statutes of 1850, at page 365.)

Sec. 2. Any company incorporated for the purposes specified in the preceding section shall have the right to purchase or take possession of and use and hold such lands and waters as may be required for the purposes of the company, lying without the limits of the city, intended to be supplied with water, upon making compensation therefor. The mode of proceeding to obtain possession of such lands for the use of the company, in cases where the parties cannot agree upon a purchase for the use of the company, shall be the same as prescribed in sections seventeen and eighteen of "An act to provide for the incorporation of railroad companies," passed April twenty-eight, one thousand eight hundred and fifty-one.

Sec. 3. This act shall not give to any company a right to supply any city with water, unless it shall be previously authorized by an ordinance, or unless it be done in conformity with a contract entered into between the city and the company; any contracts hereafter so made, shall be valid and binding in law, but shall not take from the city the right to regulate the rates for water, nor shall any exclusive right be granted by contract, or otherwise, for a term exceeding twenty years.

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