of stockholders representing a majority of all the subscribed capital stock, or of a majority of the members, if there be no capital stock, is necessary to adopt by-laws, if they are adopted at a meeting called. for that purpose; and in the event of such meeting being called, two weeks' notice of the same, by advertisement in some newspaper published in the county in which the principal place of business of the corporation is located, or, if none is published therein, then in a paper published in an adjoining county, must be given by order of the acting president. The written assent of the holders of two thirds of the stock, or of two thirds of the members, if there be no capital stock, shall be effectual to adopt a code of by-laws without a meeting for that purpose.

NOTE. This amendment requires the by-laws to be reasonable in their practical operation, in addition to the present requirement of the Code that they shall be consistent with the constitution and laws of this State. (People vs. Home Savings Bank, 104 Cal. 649.)

SECTION 303. To be amended to read as follows:

Sec. 303. A corporation may, by its by-laws, where no other provision is specially made, provide for

1. The time, place, and manner of calling and conducting its meetings;

2. The number of stockholders or members constituting a quorum; 3. The mode of voting by proxy;

4. The time of the annual election for directors, and the manner of giving notice thereof;

5. Compensation and duties of officers;

6. The number, designation, manner of election, and the tenure of office of all officers other than the directors;

7. Suitable penalties for violation of by-laws, not exceeding, in any case, one hundred dollars for any one offense;

8. The time of regular meetings of directors and the mode of calling special meetings of directors;

9. The issuance of certificates for stock prior to full payment, under such restriction and for such purposes as may be proper; and the disposition of the stock of the corporation which may be purchased by it at sales to pay delinquent assessments;

10. The newspaper in which all notices of the meetings of stockholders or board of directors, notice of which is required shall be published, which must be some newspaper published in the county where the principal place of business of the corporation is located, or if none is published therein, then in a newspaper published in an adjoining county; provided, that when the by-laws prescribe the newspaper in which said publication shall be made, if from any cause at the time. any publication is desired to be made, the publication of such newspaper shall have ceased, the board of directors may, by an order entered

on the records of the corporation, direct the publication to be made in some other newspaper published in the county, or if none is published therein, then in an adjoining county.

NOTE.-The effect of this amendment is to gather into one section the different matters which may be ordinarily provided for in the by-laws of a corporation.

SECTIONS 317 and 318 to be incorporated into one section to be numbered 317, to read as follows:

Meeting by consent, and proceedings thereat, to be binding.

Sec. 317. When all the stockholders or members of a corporation are present at any meeting, however called or notified, and sign a written consent thereto on the record of such meeting, the acts and proceedings of such meeting are as valid as if had at a meeting regularly called and noticed. The stockholders or members of such corporation, when so assembled, may elect officers, fill all vacancies then existing, and may act upon such other business as might lawfully be presented at regular meetings.

SECTION 319. To be numbered 318.

SECTION 320. To be numbered 319.

The present two sections numbered 321 to be repealed.

SECTION 320. A new section to be added to read as follows:

Books and notice of directors and stockholders of banks.

Sec. 320. Every corporation doing a banking business in this State must keep in its office, in a place accessible to the stockholders, depositors, and creditors thereof, and for their use, a book containing a list of all stockholders in such corporation, and the number of shares of stock held by each; and every such corporation must keep posted in its office, in a conspicuous place, accessible to the public generally, a notice signed by the president or secretary, showing:

1. The names of the directors of such corporation;

2. The number and value of shares of stock held by each director. The entries on such book and such notice shall be made and posted within twenty-four hours after any transfer of stock, and shall be conclusive evidence against each director and stockholder of the number of shares of stock held by each. The provisions of this section shall apply to all banking corporations formed or existing before twelve o'clock noon of the day on which this Code took effect, as well as to those formed after such time.

SECTION 321. A new section to be added to read as follows:

Change of principal place of business.

Sec. 321. Every corporation that has been, or may be, created under the general laws of this State, may change its principal place of business from one place to another in the same county, from one city or county to another city or county, within this State. Before such change. is made, the consent, in writing, of the holders of two thirds of the capital stock, or a majority of the members, if there be no capital stock, must be obtained and filed in the office of the corporation. When such consent is obtained and filed, notice of the intended removal or change must be published at least once a week for three successive weeks in some newspaper published in the county wherein said principal place of business is situated, if there is one published therein, if not, in a newspaper of an adjoining county, giving the name of the county or city where it is situated, and that to which it is intended to remove it.

NOTE.-The amendments proposed to Section 317 and the above consist merely in consolidating Sections 317 and 318, so as to leave room in the chapter for separate numbers for the two Sections 321, passed in 1876, and a change in the second Section 321, requiring the consent of a majority of the members to the change of the principal place of business of corporations, where there is no capital stock.

SECTION 323. To be amended to read as follows:

Sec. 323. All corporations for profit must issue certificates for stock when fully paid up, signed by the president and secretary, and must issue such certificates when not fully paid up under such restriction and for such purposes as their by-laws may provide.

NOTE. This amendment removes from the section the provision that the by-laws may provide for the issuance of certificates prior to full payment, as that provision is incorporated in Section 303 by the proposed amendment thereto.

SECTION 342. To be amended to read as follows:

Sec. 342. The person offering at such sale to pay the assessment and costs for the smallest number of shares or fraction of a share is the highest bidder, and the stock purchased must be transferred to him on the stock-books of the corporation, and a certificate issued to him thereof on payment of the assessment and costs. A certificate of any

shares unsold of a certificate offered for sale shall be issued to the person whose stock has been offered for sale, and thereupon the secretary shall cancel the former certificate by proper and appropriate entries in the records of the corporation.

SECTION 349. To be amended to read as follows:

Sec. 349. On the day specified for declaring the stock delinquent, or at any time subsequent thereto, and before the sale of the delinquent stock, the board of directors may elect to waive further proceedings

under this chapter for the collection of delinquent assessments, or any part or portion thereof, and may elect to proceed by action to recover the amount of the assessment and the costs and expenses already incurred, or any part or portion thereof; but the provisions of this section shall not apply to any stock fully paid.

NOTE.-The amendment takes away the right of action upon an assessment against the stockholders whose stock is fully paid, thus restricting corporations in such case to a sale of the stock to pay any delinquent assessment.

SECTION 360. To be amended to read as follows:

Sec. 360. No corporation shall acquire or hold any more real property than may be reasonably necessary for the transaction of its business, or the construction of its works, except as otherwise specially provided. A corporation may acquire real property, as provided in title seven, part three, Code of Civil Procedure, when needed for any of the uses and purposes mentioned in said title. By unanimous consent of its members or stockholders, any corporation existing under the laws of this State may acquire and hold the lot and house in which its business is carried on, and may improve the same to any extent required for the convenient transaction of its business.

NOTE-The amendment adds to the section the provisions of the Act of April 1, 1876, authorizing corporations to own and improve property in which their business is carried on.

SECTION 362. To be amended to read as follows:

Sec. 362. Any corporation may amend its articles of incorporation by a majority vote of its board of directors or trustees, and by a vote or written assent of the stockholders representing at least two thirds of the subscribed capital stock of such corporation, or the written assent of a majority of the members, if there be no capital stock; and a copy of the articles of incorporation as thus amended, duly certified to be correct by the president and secretary of the board of directors or trustees of such corporation, shall be filed in the office where the original articles of incorporation are required by this Code to be filed, and also in the office of the Secretary of State, and from the time of so filing such copy of the amended articles of incorporation, such corporation shall have the same powers, and it, and the stockholders thereof, shall thereafter be subject to the same liabilities, as if such amendment had been embraced in the original articles of incorporation; provided, that the time of the existence of such corporation shall not be by such amendment extended beyond the time fixed in the original articles of incorporation; provided further, that such original and amended articles of incorporation shall together contain all the matters and things required by the law under which the original articles of incorporation were executed and filed; and provided further, that nothing herein contained shall be construed

to cure or amend any defect existing in any original articles of incorporation heretofore filed by reason that such articles did not set forth the matters required to make the same valid at the time of filing; and also provided, that if the assent of two thirds of the stockholders to such amendment has not been obtained, a notice of the intention to make the amendment shall first be advertised for thirty days in some newspaper published in the town, or county, or city and county, in which the principal place of business of the corporation is located, before the filing of the proposed amendment; and provided also, that nothing in this section shall be construed to authorize any corporation to diminish its capital stock.

NOTE.-The present section provides that any corporation may amend "its articles of association or certificate of incorporation," but, as a matter of law and fact, no corporation has any articles of association, and if there be such a thing as a certificate of incorporation, it is obviously something which the corporation has no power to amend. Section 289 mentions the only instrument by which a private corporation can be formed, and it is called "Articles of Incorporation." If there is any paper which may properly be styled a certificate of incorporation it is that certificate mentioned in Section 296, which the Secretary of State is required to issue. This certificate obviously cannot be amended by the corporation, because it is not its act, and Section 362 surely did not contemplate that upon the amendment of its articles of incorporation a new and amended certificate should be issued by the Secretary of State. Again, the section provides that "a copy of the said articles of association, or certificate of incorporation, as thus amended, shall be filed in the office or offices where the original articles of incorporation are required by the Code to be filed," but, as before intimated, the Code does not require any "articles of association," nor any "certificate of incorporation, to be filed." The amendment proposed will remove the above objections.

SECTION 388. To be amended to read as follows:

Franchises may be sold under execution.

Sec. 388. For the satisfaction of any judgment against a corporation, its franchise, and all the rights and privileges thereof, may be levied upon and sold under execution in the same manner and with like effect as any other property; except that such sale shall not relieve the franchise, or property held thereunder, from the liabilities of the judgment debtor contracted or incurred in the operation, use, or enjoyment of such franchise, or any of its privileges.

NOTE. This amendment permits the sale under execution of a franchise of a corporation, restricting the effect thereof as provided in Article XII, Section 10, of

the Constitution.

SECTION 392. To be amended to read as follows:

Sec. 392. A corporation may, at any time within one year after such sale, redeem the franchise by paying or tendering to the purchaser thereof the sum paid therefor, with ten per cent interest thereon; and upon such payment or tender, the franchise, and all rights and privileges thereof, revert and belong to the corporation, as if no such sale had been made.