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rations, boards of trade, chambers of commerce, mechanics' insti. tutes and like associations, bridge companies, co-operative associations, corporations as executors, insurance companies on the assessment plan, county fire insurance companies, mutual benefit societies, societies for prevention of cruelty to animals, societies for prevention of cruelty to children.
The statutes relating to corporations enacted prior to the adoption of the Civil Code and continued in force by section 288 of the Civil Code are referred to under that section.
Law v. C. P. R. R. Co., 52 Cal. 60, 28 Am. Rep. 629; Market St. Ry. Co. v. Hellman, 109. Cal. 190, 42 Pac. 225; Christie v. Sherwood, 113 Cal. 531, 45 Pac. 820.
Corporate Purposes. - Where a corporation has received by statute all the powers and privileges, for the purpose of carrying on its business, that natural persons enjoy, and “may be formed for any purpose for which individuals may lawfully associate themselves,' the question of the exercise of such enlarged powers is beyond the reach of the courts. (Low v. C. P. R. R. Co., 52 Cal. 53, 28 Am. Rep. 629.)
It is beyond controversy that individuals may lawfully associate themselves for the purpose of purchasing, sellis and dealing in all kinds of public and private stocks, bonds and securities. The Pacific Improvement Company having been organized for exactly that purpose, it is infra vires to purchase, hold and sell stock in other corporations. (Market Street Ry. Co. v. Hellman, 109 Cal. 590, 42 Pac. 225.)
Under this section a bank may incorporate “to act as an agent in the investment of funds,” and “to transact any business that may properly be done by a financial agent," and such powers constitute ample authority for the bank to act as agent in negotiating a loan for a client. (Christie v. Sherwood, 113 Cal. 531, 45 Pac. 820.)
So a land and improvement company organized for the purpose of acquiring and dealing in real property and developing lands, stands upon the same basis as banking, railroad, insurance and like como mercial corporations, having a subscribed capital stock. (Potter v. Dear, 95 Cal. 578, 30 Pac. 777.)
Under the act of May 20, 1861, railroad corporations possessed all the powers and privileges for the purpose of carrying on the business of the corporations that private individuals and natural persons had. (Pixley v. R. R. Co., 33 Cal. 183, 91 Am. Dec. 623.)
Specific Powers: See post, sec. 354, C. C., and notes.
For extension of corporate existence to fifty years, see section 401, C. C., post.
HOW CORPORATIONS MAY CONTINUE THEIR EXISTENCE
UNDER THIS CODE.
Sec. 287, C. C. Any corporation existing on the first day of January, one thousand eight hundred and seventy-three, formed under the laws of this state, and still existing, which has not already elected to continue its existence, under the provisions of this code applicable thereto, may, at any time hereafter, make such election by the unanimous vote of all its directors, or such election may be made at any annual meeting of the stockholders, or members, or at any meeting called by the directors expressly for considering the subject, if voted by stochholders representing a majority of the capital stock, or by a majority of the members, or may be made by the directors upon the written consent of that number of such stockholders or members. A certificate of the action of the directors, signed by them and their secretary, when the election is made by their unanimous vote, or upon the written consent of the stockholders or members, or a certificate of the proceedings of the meeting of the stockholders or members, when such election is made at any such meeting, signed by the chairman and secretary of the meeting, and a majority of the directors, must be filed in the office of the clerk of the county where the original articles of corporation are filed, and a certified copy thereof must be filed in the office of the Secretary of State; and thereafter the corporation shall continue its existence under the provisions of this code which are applicable thereto, and shall possess all the rights and powers, and be subject to all the obligations, restrictions, and limitations prescribed thereby. En. March 21, 1872. Amd. 1873-74, 198.
For extension of corporate existence to fifty years, see section 401, C. C., post.
The original section as approved March 21, 1872, read as follows: • "Sec. 287. Any existing corporation formed under any law of this state, for any purpose designated in any subdivision of the preceding section, may, at a meeting of its members or stockholders, called for that purpose, continue its existence, under title I of this part, or under the provisions of any subsequent title particularly applicable thereto, as follows:
“1. Public rotice of such meeting, and of its object, must be given by publishing the same in a daily newspaper for two weeks, or a weekly newspaper for four weeks, successively, published in the county where the principal place of business of the corporation is. In lieu of the publication, personal notice may be given to each niember or stockholder thereof;
“2. Two-thirds of the members, if there is no capital stock, and if there is a capital stock, then stockholders representing two-thirds of it, must vote in favor of such continuance;
“3. A copy of the proceedings of this meeting, giving the names of all persons present, the votes taken, the notice calling the meeting, and the proof of its publication or service, all duly certi. fied by the president and secretary of the corporation, must be filed in the offices of the Secretary of State and clerk of the county where the articles of incorporation are on file. Thereafter such corporation is possessed of all the rights and powers, and subject to all the obligations, restrictions, and limitations provided in this part applicable thereto, and its corporate existence is continued."
This section and section 288 immediately following, provide for the preservation and continuance of corporations formed prior to Jan. uary 1, 1873, by authorizing the continuance of corporate existence under the provisions of the code, in conformity with the require. ments of this section, or by a continuance under the laws under which they were formed, as provided in section 288.
People v. Pfister, 57 Cal. 532; Robinson v. S. P. Co., 105 Cal. 552, 38 Pac. 94, 722; Market St. Ry. Co. v. Hellman, 109 Cal. 579, 536, 42 Pac. 225; McGowan v. McDonald, 111 Cal. 65, 52 Am. St. Rep. 149, 43 Pac. 418; Murphy v. Pacific Bank, 119 Cal. 342, 51 Pac. 317; People v. Auburn etc. Turnpike Co., 122 Cal. 336, 337, 339, 55 Pac. 10.
Extension of Term of Existence.- A corporation organized prior to the adoption of the codes, having elected to continue its existence under the codes, becomes a code corporation, and may extend the term of its existence, in conformity with the codes, beyond the original period of its existence. (People v. Pfister, 57 Cal. 532, Ross, J., dissenting. Distinguished: People v. Auburn etc. Turnpike Co., 122 Cal. 340, 55 Pac. 10.)
Upon the consolidation of two or more corporations, organized prior to the code, a new and distinct corporation is formed, which may be organized for the term of fifty years, irrespective of the terms of existence of the constituent corporations; and it is no objection to the consolidation that it has the effect to extend the existence of the constituent corporations beyond the period of fifty years fixed for each of them. (Market Street Ry. v. II ellmap, 109 Cal. 571, 42 Pac. 225. To same effect: California etc. Ry. Co. v. S. P. R. R., 67 Cal. 59, 7 Pac. 123; California etc. Co. v. Hooper, 76 Cal. 406, 18 Pac. 599.)
Effect Upon Corporate Powers.— It will be observed that, as to corporations existing at the time the code took effect, and which elected to continue their existence under it, “the provisions of the code which are applicable thereto” govern them, and that they “possess all the rights and powers,' ” and are “subject to all the obligations, restrictions, and limitations prescribed thereby,” and that corporations which do not so elect are not "affected by the provisions of part IV, of Division I, .... but the laws under which such corporations were formed and exist are applicablo to all such corporations." (Murphy v. Pacific Bank, 119 Cal. 342, 51 Pac. 317.)
So it is held, a turnpike company, incorporated prior to the code, under the act of 1853, for the term of twenty years, which, within that term, elected to continue its existence under the code for the term of fifty years, retains the right, for the extended period, to collect toll in accordance with the original grant in the act of 1853, but subject to the provisions of the code. (People v. Auburn etc. Turnpike Co., 122 Cal. 335, 55 Pac. 10, Beatty, C. J., and Henshaw and Temple, JJ., dissenting.)
Right to Adopt Code Provisions. It having been determined that a corporation had a legal existence prior to the code, it necessarily follows that it has a right to come in under the code; and having elected so to do, its right to exercise such corporate powers as the code provisions confer is established. (People v. Perrin, 56 Cal. 346-349.)
A legal consolidation may be made of corporations organize l prior to the codes, with like corporations organized under the coile, re. gardless of whether all the corporations organized prior to the code have elected to continue their existence under the code or not. (Market Street Ry, Co. v. Hellman, 109 Cal. 571, 42 Pac. 225.)
Such sections are permissive and not mandatory. (People ex rel. v. Blake, 19 Cal. 579.)
This section must be construed in connection with section 288, Civil Code, post.
EXISTING CORPORATIONS NOT AFFECTED.
Sec. 288, C. C. No corporation formed or existing before twelve o'clock noon, of the day upon which this code takes effect, is affected by the provisions of part IV, of Division First of this code, unless such corporation elects to continue its eristence under it as provided in section 287; but the laws under which such corporations were formed and exist are applicable to all such corporations, and are repealed, subject to the provisions of this section. En. March 21, 1872.
This section continues the existence of those corporations which were formed prior to January 1, 1873, and which did not elect to continue their existence as code corporations as provide:l in section 287, above.
In Market St. Ry. Co. v. Hellman, 109 Cal., at pages 580-582, 22 l'ac. 225, it was held that only the laws relating to the formation and existence of corporation-only the laws under which corporations were formed and existed—were saved by this section cf the Civil Code, and all other laws which related to and regulated corporate action were repealed. In Murphy v. Pacific Bank, 119 Cal. 334, 51 Pac. 317, the construction given to this section in Market St. Ry. v. Hellman, supra, is criticised (p. 342), and a different construction given (pp. 341, 342). In Murphy v. I'acific Bank, supra, in considering the repeal of the act of April 11, 1862, providing for the formation of corporations for the accumulation and investment of funds and savings, by section 288 of the Civil Code, at page 341, it is said: “That said act was repealed so far that new corporations could not be formed under it, there is no doubt; but, so far as corporations theretofore formed under it were concerned, it remained in force, not only so far as might be necessary to sustain their existence as corporations, but to fix their character, define their powers, duties, obligations and liabilities, except in so far as these were modified, altered, or repealed by inconsistent code provisions relating to such corporations." It is necessary, therefore, to consider all laws relating to corporations passed prior to January 1, 1873. These statutes are referred to here, and are to be found in full hereafter in the Appendix. The statutes are referred to in alphabetical order, with their amendments and supplements, following the act.
Agricultural Societies.-An act concerning agricultural societies, approved March 12, 1859 (Stats. 1859, p. 104); amended March 5, 1862 (Stats. 1862, p. 37), January 31, 1870 (Stats. 1869-70, p. 31), February 15, 1878 (Stats. 1877-78, p. 84).
Assessments.-An act concerning assessments upon the stock of corporations, approved March 26, 1866 (Stats. 1865-66, p. 458); suppleprented March 9, 1870 (Stats. 1869-70 p. 229).
Bridge Companies.-- Chapter VII of the corporation act of 1850 dealt with bridge companies, and was amended April 22, 1851 (Stats.