« SebelumnyaLanjutkan »
Notes following certain sections refer to those amended, revised, added, or repealed, as recommended by Hon. John F. Davis,' Commissioner for the Revision and Reform of the Law, and are taken from the reports to the Legislature by the Assembly Committee on Revision and Reform of Laws.
TITLE I. General provisions applicable to all corporations.
V. Wagon Road Corporations. $$ 512-524.
X. Savings and Loan Corporations. $$ 571-583b.
General Provisions Applicable to all Corporations.
II. Corporate Stock. $$ 322-349.
FORMATION OF CORPORATIONS.
ART. I. Corporations Defined and How Organized.
Corporations Defined and How Organized.
284. What are public and private corporations.
of the State, to sign articles and acknowledge the
same. 293. Prerequisite to filing articles. Amounts to be sub
scribed to be fixed. 294. rerequisite to filing articles of incorporation for
Oath of officer to şubscription of stock and payment Sec. 296. To file articles with County Clerk and Secretary of
of ten per cent.
State, and receive certificate. Term of existence. 297. Certified copy of certificate to be prima facie evidence. 298. Who are members and who stockholders of a corpora
tion. 299. Corporation to file articles in county where it holds
property. 300. Banking corporations may elect to have capital stock. 300a. Change of name.
§ 283. A corporation is a creature of the law, having certain powers and duties of a natural person. Being created by the law, it may continue for any length of time which the law prescribes.
51 Cal. 410; 117 Cal. 177.
$ 284. Corporations are either public or private. Public corporations are formed or organized for the government of a portion of the State; all other corporations are private. [Amendment in effect July 1, 1874.]
51 Cal. 409; 117 Cal. 121 ; 134 Cal. 478; 144 Cal. 334.
§ 285. Private corporations may be formed by the voluntary association of any three or more persons in the manner prescribed in this article. A majority of such persons must be residents of this State. [Amendment approved March 20, 1905 ; in effect in sixty days. ]
128 Cal. 260.
$ 286. Private corporations may be formed for any purpose for which individuals may lawfully associate themselves. [Amendment in effect July 1, 1874.]
52 Cal. 60; 53 Cal. 279; 109 Cal. 590; 113 Cal. 531 ; 144 Cal. 594.
§ 287. 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 stockholders 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 incorporation 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. [Amendment in effect July 1, 1874.]
57 Cal. 533 ; 105 Cal. 549; 109 Cal. 579 ; 119 Cal. 342; 122 Cal. 336.
$ 288. 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 four of division first of this code, unless such corporation elects to continue its existence under it as provided in section two hundred and eighty-seven; 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.
52 Cal. 141; 60 Cal. 310; 105 Cal. 550; 109 Cal. 579 ; 111 Cal. 65; 119 Cal. 341; 122 Cal. 337.
The instrument by which a private corporation is formed is called “Articles of Incorporation."
128 Cal. 260.
§ 290. Articles of incorporation must be prepared, setting forth:
1. The name of the corporation.
*See Sec. 9, Art. XII of the Constitution.
3. The place where its principal business is to be transacted. 4. The term for which it is to exist, not exceeding fifty years.
5. The number of its directors or trustees, which shall not be less than three, and the names and residences of those who are appointed for the first year; provided, that the corporate powers, business, and property of corporations formed, or to be formed, for the purpose of erecting and managing halls and buildings for the meetings and accommodations of several lodges or societies of any benevolent or charitable order or organization, and in connection therewith the leasing of stores and offices in such building or buildings for other purposes, may be conducted, exercised, and controlled by a board of not less than three or more than fifty directors, to be chosen from among the stockholders of such corporation, or
among the members of such order or organization; and provided, also, that at any time during the existence of torporations for profit, other than those of the character last hereinabove provided for, the numbers of the directors may, by a majority of the stockholders of the corporation, be increased, or diminished to any number not less than three, who must be members of the corporation; whereupon a certificate stating the number of directors must be filed, as provided for in section two hundred and ninety-six for the filing of the original articles of incorporation; and provided, also, that the corporate powers, business, and property of corporations formed or to be formed for social purposes, and not directly for profit, may be exercised, conducted, and controlled by a board, consisting of such number of directors as may be in the constitution or by-laws provided ; and corporations so formed may, in their constitution by-laws, provide for the length of time that the directors, or any number thereof, shall act, and may, in like manner provide that certain directors, or a certain number of the board of directors, to be selected by the corporation or the board of directors, in the mode and manner provided in the constitution or by-laws, shall act for any specified length of time, or otherwise, as shall be in the constitution or by-laws set forth.
6. The amount of its capital stock, and the number of shares into which it is divided. Corporations formed for profit, pursuant to the provisions of this code, may, by their articles of incorporation, provide for the classification of their capital stock into preferred and common stock. In the event that the articles of incorporation shall provide for such classifica