copy in the office of the Secretary of State, in the place thereof, filed, and the original articles of incorporation must be filed within ten days thereafter in the county in which the principal place of business is to be transacted, as stated in such articles of incorporation, and a certified copy of the order allowing such action must be filed with the certified copy in the office of the Secretary of State, after which said corporation shall be entitled to all rights and privileges of a private corporation, and the title to any property it may have previously acquired shall not be affected by reason of the failure to file the original articles of incorporation in the first instance." (Section 363, Civil Code.)

Fourth-A "stock and transfer book;" that is, a "stock journal," and a "stock ledger."

Fifth-A book of by-laws.'

Sixth-Any other books and all such other records and books as the by-laws may prescribe."

65. Examination into Affairs of Building and Loan Associations by State Officers.

The Attorney-General or District Attorney, whenever, and as often as required by the Governor, must examine into the affairs and conditions

a There are two Sections 363, Civil Code.

b See Nos. 31 and 32.

All corporations for profit are required to keep a record of all their business transactions; a journal of all meetings of their Directors, members, or stockholders, with the time and place of holding the same, whether regular or special, and if special, its object, how authorized, and the notice thereof given. The record must embrace every act done, or ordered to be done; who were present and who absent; and, if requested by any Director, member, or stockholder, the time shall be noted when he entered the meeting, or obtained leave of absence therefrom on a similar request; the ayes and noes must be taken on any proposition, and a record thereof made. În similar request the protest of any Director, member, or stockholder to any action or proposed action must be entered in full-all such records to be open to the inspection of any Director, member, stockholder, or creditor of the corporation. (Section 377, Civil Code.) See penal clauses hereafter set forth, Nos. 105, 107, 108, 109, post.

To facilitate the examinations of the Commissioners as specified in the foregoing section, every association shall keep a book of records, written in ink, showing the values of the real estate security held in connection with each loan, and signed in each case by the Appraiser or oflicer or committee of the association making such estimated values. e In addition to the records required to be kept by the preceding section, corporations for profit must keep a book to be known as the "stock and transfer book," in which must be kept a record of all stock; the names of the stockholders or members, alphabetically arranged; installments paid or unpaid; assessments levied and paid, or unpaid; a statement of every alienation, sale, or transfer of stock made, the date thereof, and by and to whom; and,

See No. 12, ante.

All such other records as the by-laws prescribe. Corporations for religious and benevolent purposes must provide in their by-laws for such records to be kept as may be necessary. Such stock and transfer book must be kept open to the inspection of any stockholder, member, or creditor. (Section 378, Civil Code.)

Records as Evidence.-It is competent to show by oral testimony that part of what transpired at the corporate meeting is omitted from the record, and to supply the omission (Bay View Association vs. Williams, 50 Cal. 353; Harmony Building Association vs. Blodgett, 40 Leg. Intel. 172, decided by Supreme Court of Pennsylvania); and it seems from Gilson Quartz Mining Company vs. Gilson, 51 Cal. 340, that parole evidence is admissible to show that a resolution spread upon the minutes does not express correctly the proposition voted upon. A vote of the Board of Directors may be presumed from its acts, though there is no proof of such vote on the corporate records. (Pixley vs. W. P. R. R. Co., 33 Id. 183.)

of any corporation in this State, and report such examination in writing, together with a detailed statement of facts to the Governor, who must lay the same before the Legislature; and for that purpose the AttorneyGeneral or District Attorney may administer all necessary oaths to the Directors and officers of any corporation, and may examine them on oath in relation to the affairs and condition thereof, and may examine the books, papers, and documents belonging to such corporation or appertaining to its affairs and condition. (Section 382, Civil Code.)

66. Examination Made by the Legislature.

The Legislature, or either branch thereof, may examine into the affairs and conditions of any corporation in this State at all times, and for that purpose any committee appointed by the Legislature, or either branch thereof, may administer all necessary oaths to the Directors, officers, and stockholders of such corporation, and may examine them on oath in relation to the affairs and condition thereof, and may examine the safes, books, papers, and documents belonging to such corporation, or pertaining to its affairs and condition, and 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 Court may prescribe. (Section 383, Civil Code.)

67. Board of Commissioners of Building and Loan Associations.

All Building and Loan Associations heretofore or hereinafter incorporated under the laws of this State, or any other State or Territory, or those of any foreign country, and doing business in this State, shall be subject to the examination and supervision of a Board of Commissioners of Loan Associations, which Board shall consist of two Commissioners, each of whom shall be an expert of accounts, and shall be appointed by the Governor within thirty days after the passage of this Act, to hold office for the period of four years, and until their successors are appointed and qualified. (Section 1 of the Act approved March 23, 1893, Statutes and Amendments to the Code of California of 1893, page 229.)

68. Qualification of Commissioners and Bond Thereof.

The Commissioners, before entering upon the duties of their office, must each execute an official bond in the sum of five thousand ($5,000) dollars, and take the oath of office, all as prescribed by the Political Code for State officers in general. (Section 4 of the Act approved March 23, 1893, Statutes and Amendments to the Codes of California of 1893, page 230.)

69. Salary of Commissioners and How Paid.

The Commissioners shall each receive a salary of two thousand four hundred ($2,400) dollars per annum and necessary traveling expenses, not to exceed, for the two Commissioners, the sum of five hundred ($500) dollars per annum, to be audited by the State Controller and to be paid in the same manner as the salaries of other State officers. (Section 2 of the Act approved March 23, 1893, Statutes and Amendments to the Codes of California of 1893, page 230.)

70. Duties of Commissioners-License.

The duties of the Commissioners of Loan Associations shall be to furnish to all corporations legally authorized to transact the business of a Building and Loan Association within this State, a license authorizing them to transact the business of a Building and Loan Association for one year from the date of said license; to receive and place on file in their office the semi-annual reports required to be made by Building and Loan Associations by this Act; to supply each association with blank forms and such statements as the Commissioners may require; to be made on or before the first day of October of each year, a tabulated report to the Governor of this State, showing the condition of all institutions examined by them, with such recommendations as they may deem proper, accompanied by a detailed statement, verified by oath, of all moneys received and expended by them since their last report.

No association after the expiration of the term for which a license has been granted to it by the Commissioners of Loan Associations, shall continue to transact the business of a Building and Loan Association, without first procuring from said Commissioners a renewal of such license on the terms provided for by this Act, and any corporation violating this provision shall forfeit the sum of ten dollars per day during the continuance of the offense.

(Section 5, and abstract from Section 17, of the Act approved March 31, 1893, Statutes and Amendments to the Codes of California of 1893, pages 230 and 233.)

71. Visits by Commissioners.

The Commissioners shall visit once in every year, and as much oftener as they deem expedient, every Building and Loan Association doing business in this State. At such visit they shall have free access to the vaults, books, and papers, and shall thoroughly inspect and examine all the affairs of each of said corporations, and make such inquiries as may be necessary to ascertain its condition and ability to fulfill all its engagements, and whether it has complied with the provisions of law governing such associations. They shall preserve in a permanent form a full record of their proceedings, including a statement of the condition of each of said corporations, which shall be open to the inspection of the public during their office hours. (Section 6 of the Act approved March 23, 1893, Statutes and Amendments to the Codes of California of 1893, page 230.)

72. Power of Commissioners.

Either of the Commissioners may summon all Trustees, officers, or agents of any such corporation, and such other witnesses as he thinks proper, in relation to the affairs, transactions, and condition of the corporation, and for that purpose may administer oaths; and whoever refuses, without justifiable cause, to appear and testify when thereto required, or obstructs a Commissioner in the discharge of his duty, shall be punished by a fine not exceeding one thousand dollars, or imprisonment not exceeding one year, or by both such fine and imprisonment. (Section 8 of the Act approved March 23, 1893, Statutes and Amendments to the Codes of California of 1893, page 231.)

73. Commissioners to Report to Attorney-General-Duty of AttorneyGeneral.

If the Commissioners, upon examination of any corporation under their supervision, find that such corporation has been violating the provisions of law governing such association, or is conducting its business in an unsafe manner, such as to render its further proceedings hazardous to the public, or to those having funds in its custody, they shall notify the Attorney-General of such facts, and the AttorneyGeneral in his discretion may apply to the Judge of the Superior Court of the county in which such corporation is doing business to issue an injunction restraining such corporation in whole or in part from further proceedings with its business until a hearing can be had. Such Judge may in such application issue such injunction, and after a full hearing may dissolve or modify it, or make it perpetual, and may make such order and decree according to the course of proceedings in equity to restrain or prohibit the further prosecution of the business of the corporation as may be needful in the premises, and may appoint one or more receivers to take possession of its property and effects, subject to such direction as may from time to time be prescribed by the Court. (Section 9 of Act approved March 23, 1893, Statutes and Amendments to the Codes of California of 1893, page 231.)

74. Receivers, and Schedule of Property.

When receivers are so appointed, the Secretary of the corporation shall make a schedule of all its property, and its Secretary, Board of Investment, and other officers transferring its property to the receivers shall make oath that said schedule sets forth all the property which the corporation owns or is entitled to. The Secretary shall deliver said schedule to the receivers, and a copy thereof to the Commissioners, who may at any time examine under oath such Secretary, Board of Investment, or other officers, in order to determine whether or not all the property which the corporation owns or is entitled to has been transferred to the receivers. (Section 11 of the Act approved March 23, 1893, Statutes and Amendments to the Codes of California of 1893, page 231.)

75. Examination of Accounts of Receivers by Commissioners.

The Commissioners, or one of them, shall at least once in each year, and as much oftener as they may deem expedient, examine the accounts and doings of all such receivers, and shall carefully examine and report on all accounts and reports of receivers made to the proper Court, and referred to the Commissioners by the Court, and for the purposes of this section shall have free access to the books and papers relating to the transactions of such receivers, and may examine them under oath relative to such transactions. (Section 12 of the Act approved March 23, 1893, Statutes and Amendments to the Codes of California of 1893, page 232.)

76. Investigation of Affairs upon Request.

Upon the certificate under oath of any five or more officers, trustees, creditors, shareholders, or depositors of any such corporation, setting forth their interest, and the reasons for making such examination,

See penal clause, No. 98, post.

directed to the Commissioners, and requesting them to examine such corporation, they shall forthwith make a full investigation of its affairs in the manner provided. (Section 13 of the Act approved March 31, 1893, Statutes and Amendments to the Codes of California of 1893, page 232.)

77. Violation of Laws Relating to Corporations.

The Commissioners, if in their opinion any such corporation or its officers or trustees have violated any law in relation to such corporation, shall forthwith report the same, with such remarks as they may deem expedient, to the Attorney-General, who shall forthwith institute a prosecution for such violation, in behalf of the People of the State. (Section 14 of the Act approved March 31, 1893, Statutes and Amendments to the Codes of California of 1893, page 232.)

78. Office of the Commissioners.

The Commissioners shall have their office in San Francisco, which office shall be kept open for business every day, and during such hours as are commonly observed by the banks of that city as banking hours.* They shall procure rooms for their office at a monthly rental not to exceed forty dollars. They may also provide fuel, printing, stationery, and other necessary conveniences connected with their office, not to exceed an aggregate cost of three hundred dollars per annum. All expenses authorized in this section shall be audited and paid in the same manner as the salaries of the Commissioners. (Section 3 of the Act approved March 23, 1893, Statutes and Amendments to the Codes of California of 1893, page 230.)

79. Expenses of Act-How to be Met.

To meet the expenses provided by this Act [Act approved March 23, 1893,] every Building and Loan Association, or corporation, or association doing business on the building and loan plan, shall pay in advance to the Commissioners its pro rata amount of such expenses, to be determined by an assessment levied upon the shares of each of such associations in force on the thirty-first day of December, one thousand eight hundred and ninety-two, pro rata, according to the par value of such shares; and annually thereafter the said Commissioners shall levy in a like manner and collect in advance, a like assessment on the shares of all such associations in force, as per report herein provided for to be made to said Commissioners of the condition at the close of business on August thirty-first preceding. (Section 15 of the Act approved March 31, 1893, Statutes and Amendments to the Codes of California of 1893, page 232.)

80. How Collections May be Enforced.

The collections of all moneys assessed, as herein provided, for the annual expenses, or forfeitable as fines for failure to make reports, as herein specified, and due from any corporation or association coming within the provisions of this Act, may be enforced by an action instituted in any Court of competent jurisdiction, and all moneys collected

a

Banking hours in San Francisco are from 10 A. M until 3 P. M.

The office of the Commissioners is now at 109 California Street, rooms 4 and 5.