or received by the said Commissioners under this Act shall be deposited with the State Treasurer, to the credit of a fund to be known and designated as the "Building and Loan Association Inspection Fund." (Section 16 of the Act approved March 31, 1893, Statutes and Amendments to the Codes of California of 1893, page 232.)

81. Reports to Building and Loan Association Commissioners.

Every Building and Loan Association doing business in this State shall, once in each year, to wit: within twenty days after the expiration of its annual fiscal term, make a report in writing to the Commissioners of Loan Associations, verified by the oath of its President and Secretary, showing accurately the financial condition of such association at the close of said term. The report shall be in such form as the Commissioners shall prescribe, upon blanks by them furnished for that purpose, and shall specify the following particulars, namely: Name of the corporation; place where located; authorized capital stock; amount of stock paid in; the names of the Directors; the amount of capital stock held by each; the amount due to shareholders; the amount and character of all other liabilities; cash on hand, and the number and value of shares in each and every series of stock issued by the association. All money received or disbursed by such association shall be duly accounted for to the shareholders and to the Commissioners of Building and Loan Associations. (Section 18 of the Act approved March 31, 1893, Statutes and Amendments to the Codes of California of 1893, page 233.)

82. "Building and Loan Associations" Include What.

The name "Building and Loan Association," and all reference to the same as "Association" or "Associations," as used in this Act [Act approved March 31, 1893,] shall include all corporations, societies, organization or organizations, or associations doing a savings and loan or investment business on the building society plan, viz.: loaning its funds to its members or shareholders, or investing the same for the mutual benefit of its members or shareholders, and whether issuing certificates of stock which mature at a time fixed in advance or not. (Section 20 of the Act approved March 31, 1893, Statutes and Amendments to the Codes of California of 1893, page 233.)

Extension and Dissolution of Corporations.

The dissolution of corporations is provided for as follows:

83. First-If Involuntary.

An action may be brought by the Attorney-General, in the name of the people of this State, upon his own information or upon the complaint of a private party, against any person who usurps, intrudes into, or unlawfully holds or exercises * * * any franchise within this State, and the Attorney-General must bring the action whenever he has reason to believe that any such franchise has been usurped, intruded into, or unlawfully held or exercised by any person, or when he is directed to do so by the Governor. (Abstract from Section 803, Code of Civil Procedure.)

a Corporations which have been organized as private corporations prior hereto, under the laws of the State of California, and which have only been organized as private corporations, and which do not specify in their articles of incorporation, if they were orga

84.

When a defendant against whom such action has been brought is adjudged guilty of usurping, or intruding into, or unlawfully holding franchise or privilege, judgment must be rendered that such defendant be excluded from the * franchise or privilege,

any

* * *

*

and that he pay the costs of the action. The Court may also in its discretion impose upon the defendant a fine not exceeding five thousand dollars, which fine, when collected, must be paid into the treasury of the State. (Abstract from Section 809, Code of Civil Procedure.)

85. Bonds to be Given.

When the action is brought upon the information or application of a private party, the Attorney-General may require such party to enter into an undertaking, with sureties to be approved by the AttorneyGeneral, conditioned that such party or the sureties will pay any judgment for costs or damages recovered against the plaintiff, and all the costs and expenses incurred in the prosecution of the action. (Section 810, Code of Civil Procedure.)

86. Second-Voluntary Dissolution of Corporations.

Building and Loan Associations may be dissolved and precluded from doing business as such (post).

A corporation may be dissolved by the Superior Court of the county where its principal place of business is situated, upon its voluntary application for that purpose. (Section 1227, Code of Civil Procedure.)

87.

The application must be in writing, and must set forth:

First-That at a meeting of the stockholders or members called for that purpose, the dissolution of the corporation was resolved upon by a twothirds vote of all the stockholders or members;

Second-That all claims and demands against the corporation have been satisfied and discharged. (Section 1228, Code of Civil Procedure.)

88.

The application must be signed by a majority of the Board of Trustees, Directors, or other officers having the management of the affairs of the corporation, and must be verified in the same manner as a complaint in civil actions. (For verification, see Section 446, Code of Civil Procedure.) (Section 1229, Code of Civil Procedure.)

89.

If the Court is satisfied that the application is in conformity with this title, a Judge thereof must order it to be filed with the Clerk, and that the Clerk give not less than thirty days nor more than fifty days' notice of the application, by publication in some newspaper published in the county, and if there are none such, then by advertisements posted up in ized prior to the 31st day of March, 1891, that they were organized for the purposes substantially as provided for in those sections for the organization of Land and Building corporations, and under Sections 639, 640, 641, 642, 643, 644, 645, 646, and 647 of the Civil Code, and also all corporations which do a business similar to Building and Loan Associations, and which claim to be Building and Loan Associations, are usurping a franchise which has not been granted them by the State, and under the above sections and following sections can be abolished.

three of the principal public places in the county. (Section 1230, Code of Civil Procedure.)

90.

At any time before the expiration of the time of publication, any person may file his objections to the application. (Section 1231 of the Code of Civil Procedure.)

91. Decree of Dissolution.

After the time of publication has expired, the Court may, upon five days' notice to the persons who have filed objections, or without further notice, if no objections have been filed, proceed to hear and determine the application, and if all the statements therein made are shown to be true, must declare the corporation dissolved. (Section 1232, Code of Civil Procedure.)

92. Judgment Roll.

The application, notices, and proof of publication (objections, if there be any), and declaration of dissolution, constitute the judgment roll; and from the judgment an appeal may be taken as from other judgments of the Superior Courts. (Section 1233, Code of Civil Procedure.)

93. On Dissolution, Directors to be Trustees for Creditors.

Unless other persons are appointed by the Court, the Directors or managers of the affairs of such corporation at the time of its dissolution are trustees of the creditors and stockholders or members of the corporation dissolved, and have full power to settle the affairs of the corporation. (Section 400, Civil Code.)

94. May Extend Term of Existence.

Every corporation formed for a period less than fifty years may, at any time prior to the expiration of its term of corporate existence, extend such term to a period not exceeding fifty years from its formation. Such extension may be made at any meeting of the stockholders or members called by the Directors expressly for considering the subject, if voted by stockholders representing two thirds of the capital stock, or by two thirds of the members, or may be made upon the written assent of that number of stockholders or members. A certificate of the proceedings of the meeting upon such vote or upon such assent shall be signed by the Chairman and Secretary of the meeting and a majority of the Directors, and be filed in the office of the County Clerk where the original articles of incorporation were filed, and a certified copy thereof in the office of the Secretary of State, and thereupon the term of the corporation shall be extended for the specified period. (Section 401, Civil Code.)

95. General Application of Laws.

The provisions of this title (Title I, Civil Code) are applicable to every corporation, unless such corporation is excepted from its operation, or unless a special provision is made in relation thereto, inconsistent with some provision in this title, in which case the special provision prevails. (Section 403, Civil Code.)

954. No Tax to be Paid on the Issue of Certificates of Stock.

The provisions of an Act entitled "An Act imposing a tax on the issue of certificates of stock corporations," approved April 1, 1878, shall not be deemed and held to be applicable to any certificates issued to and transferred by the members or stockholders of any association organized under or governed by this Act. (New Section 6484, Civil Code, approved and took effect March 31, 1891, Statutes and Amendments to the Codes of California of 1891, page 257.)

95. Stock Exempt from Execution.

The shares of stock in any such corporation held by any person to the value of one thousand dollars shall be exempt from execution, section six hundred and forty-three, of the Civil Code. (See Act approved March 31, 1891, Statutes and Amendments to the Codes of California of 1891, page 256.)

PENAL CLAUSES.

96. Doing Business without License.

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, and any violation of this section by any officer of such association shall be a misdemeanor." (Section 17 of the Act approved March 23, 1893, Statutes and Amendments to the Codes of California of 1893, page 233).

97. Refusal to Appear and Testify before the Board of Commissioners of Building and Loan Associations, or Obstructing a Commissioner in the Discharge of his Duty.

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 thereto when 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.)

98. Failure of the Board of Commissioners of Building and Loan Associations to Report to the Attorney-General-Removal of Commissioner from Office.

And if either of the Commissioners having knowledge of the insolvent condition, or any violation of law or unsafe practice of any association under their supervision, such as renders, in their opinion, the conduct of its business hazardous to its shareholders or depositors, and shall fail to A misdemeanor is punishable by imprisonment in a county jail not exceeding six months, or by a fine not exceeding $500, or by both. (Section 19, Penal Code. )

report the same in writing to the Attorney-General as required by this Act, then such Commissioner, on conviction thereof, shall be punished by a fine of not less than five thousand dollars nor more than ten thousand dollars, or by imprisonment in the county jail not less than one year nor more than two years, or by both such fine and imprisonment, and his office shall be declared vacant by the Governor, and a successor appointed to fill his unexpired term. (Section 10 of the Act approved March 23, 1893, Statutes and Amendments to the Codes of California of 1893, page 231.)

99. Bribing Trustees of Corporations.

Every person who gives or offers a bribe to any member of any Common Council, Board of Supervisors, or Board of Trustees of any county, city, or corporation, with intent to corrupt or influence its members in his action on any matter pending before the Board of which he is a member, and a member of either of the Boards mentioned in this section who receives or offers to receive any such bribe, is punishable by imprisonment in the State Prison for a term not less than one nor more than fourteen years, and is disqualified from holding any office in this State. (Section 165, Penal Code.)

100. Embezzlement of Funds.

Every officer of this State or any county, city, city and county, or other municipal corporation, or subdivision thereof, and every_deputy clerk or servant of any such officer, and every officer, Director, Trustee, clerk, servant, or agent of any association, society, or corporation (public or private), who fraudulently appropriates to any use or purpose not in the due and lawful execution of his trust, any property which he has in his possession or under his control by virtue of his trust, or secretes it with fraudulent intent to appropriate it to such use or purpose, is guilty of embezzlement." (Section 504, Penal Code.)

101. Frauds in Subscription of Stock.

Every person who signs the name of a fictitious person to any subscription for, or agreement to take, stock in any corporation existing or proposed, and every person who signs to any subscription or agreement the name of any person, knowing that such person has not means, or does not intend in good faith to comply with all the terms thereof, or under any understanding or agreement that the terms of such subscription or agreement are not to be complied with or enforced, is guilty of misdemeanor." (Section 557, Penal Code.)

102. Frauds in Organization, or Increasing the Capital.

Every officer, agent, or clerk of any corporation, or of any person. proposing to organize a corporation or to increase the capital stock of any corporation, who knowingly exhibits any false, forged, or altered book, paper, voucher, security, or other instrument of evidence to any public officer or Board authorized by law to examine the organization of such corporation, or to investigate its affairs, or to be allowed an increase of its capital with intent to deceive such officer or Board in

a The punishment for embezzlement is the same as the punishment for larceny. b For punishment of misdemeanors, see note to No. 96, ante.