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(2) to make and use a common seal, and alter it at pleasure; (3) to lease, purchase, hold, sell, mortgage, convey in trust, convey, release from trust or mortgage, such real and personal property as hereinafter provided; (4) to elect and appoint such officers, agents, and servants as the business of the corporation may require; and (5) to make by-laws, not inconsistent with the laws of this State, providing for the organization of the corporation and the management of its affairs. No corporation formed under this title must engage in any mercantile, commercial, or mechanical business. [New section; approved March

21, 1905; in effect in sixty days.]

Adds a

Note.-88 591, 592, 592a, 592b, 592c, 592d, 592e. new title to the code, designated "Corporations for the Formation of Chambers of Commerce, Boards of Trade, Mechanics' Institutes, and other Kindred Organizations," the matter contained in said chapter being a codification of the statute of 1865-6, page 469, as amended in 1867-8, page 5, and 1885, page 76, respecting chambers of commerce. (See Appendix for copy of Acts.)

§ 592. Every corporation formed under this title may have a capital stock and issue certificates to represent the shares thereof, if the articles of incorporation contain a statement of the amount of its capital stock and the number of shares into which it is divided. The rights and privileges to be accorded to stockholders are distinct from those to be accorded to members at large of the corporation, and the obligations to be imposed upon stockholders in the same relation must be fixed and established in the by-laws of the corporation. [New section; approved March 21, 1905; in effect in sixty days.] Note. See note to § 591.

§ 592a. The corporation may confer upon a board of trustees or directors, or upon a body to be styled the executive committee of the corporation, the right to exercise all or any of the corporate powers, if the articles of incorporation state that the right to exercise the corporate powers is to be confided to such board of trustees or directors or to such executive committee, and the number of trustees, directors, or committee, and the names of those selected to take charge of the affairs of the corporation for the first six months. [New section; approved March 21, 1905; in effect in sixty days.]

Note. See note to § 591.

§ 5926. Every corporation formed under this title may lease, purchase, have, hold, use, take possession of, and enjoy in fee simple or otherwise any personal or real property within the State necessary for the uses and purposes of the corporation, and may sell, lease, deed in trust, alien, or dispose of the same at its pleasure. [New section; approved March 21, 1905; in effect in sixty days.]

Note. See note to § 591.

§ 592c. The by-laws of any corporation formed under this title without capital stock must prescribe how members of the corporation shall be admitted and how expelled, and how officers, agents, and servants shall be appointed. Such provisions in the by-laws have force and effect as between private parties and the corporation. All corporations formed under the provisions of this title must determine, by their by-laws, the manner of calling and conducting their meetings, the number of members that constitute a quorum, the manner of levying and collecting assessments, the officers of the corporation, the manner of their election or appointment and their tenure of office, and may prescribe suitable penalties for the violation of such by-laws, not exceeding in any case one hundred dollars for any one offense. [New section; approved March 21, 1905;

in effect in sixty days.] Note. See note to § 591.

§ 592d. Every corporation formed under the provisions of this title has power to levy and collect, from the members thereof, for the purpose of paying the proper and legal expenses of the corporation, assessments in such manner as may be prescribed by its by-laws, but not otherwise. [New section; approved March 21, 1905; in effect in sixty days.]

Note. See note to § 591.

§ 592e.

Every corporation,

association, or institution formed prior to the enactment of this title, for any of the purposes contemplated thereby, may, by a vote of the majority of its members voting at a meeting called for that purpose, become entitled to the benefit thereof on filing the certificate hereinafter required. Notice of such meeting and of its object must be published in a newspaper of general circulation in the

county in which the principal place of business of the corporation, association, or institution is located, for at least two weeks before the day on which the meeting is to be held. Such certificate must be signed and acknowledged by at least five members of the corporation, association, or institution, must contain a list of the members who desire to become members, and must be filed with the County Clerk of such county, and a copy thereof, certified by him, must be filed with the Secretary of State. Thereupon such corporation, association, or institution possesses all the powers and privileges conferred by this title. [New section; approved March 21, 1905; in effect in sixty days.]

Note. See note to § 591.

SEC. 593.














Benevolent Corporations.

Corporations for purposes other than profit, how

Additional facts, articles of incorporation to set out.
Amount of real estate limited.

Land held by Masons, Odd Fellows, and Pioneers.
Directors to make verified report annually.

Sale and mortgage of real estate.

What may be provided for in their by-laws, etc.
Members admitted after incorporation.

No member to transfer membership, etc.

Religious societies may become sole corporations.
Churches, how incorporated.



§ 593. Any number of persons associated together for any purpose, where pecuniary profit is not their object, and for which individuals may lawfully associate themselves, may, in accordance with the rules, regulations, or discipline of the association, elect directors, the number thereof to be not less than three nor more than twenty-one, and may incorporate themselves as provided in this title. [Amendment approved March 18, 1907; in effect in sixty days.]

114 Cal. 300; 121 Cal. 321; 128 Cal. 260.

§ 594. In addition to the requirements of section two hundred and ninety, the articles of incorporation of any association mentioned in the preceding section must set forth the holding of the election for directors, the time and place where the same was held, that a majority of the members of such association were present and voted at such election, and the result thereof; which facts must be verified by the officers conducting the election.

52 Cal. 333; 128 Cal. 260.

§ 595. All such corporations may hold all the property of the association owned prior to incorporation, or acquired thereafter in any manner, and transact all business relative thereto; but no such corporation must own or hold more real estate than may be necessary for the business and objects of the association, and providing burial grounds for its deceased members, not to exceed six (6) whole lots in any city or town, nor more than fifty (50) acres in the country, the annual increase, income or profit, whereof must not exceed fifty thousand ($50,000) dollars; provided, that any such corporation now or hereafter having, and having had continuously, for the next preceding three (3) years, the care, custody, con-. trol, and maintenance each year, upon an annual average of not less than one hundred (100) orphans, half orphans, and indigent minor children, at any one orphan asylum, shall be entitled and allowed to own and possess any number of acres not exceeding one hundred and sixty (160) acres of land in the country, outside of any incorporated city or town, and the annual income or profit of which does not exceed fifty thousand ($50,000) dollars; and provided further, that the limitations herein provided for shall not apply to corporations formed, or to be formed, under section six hundred and two (602) of the Civil Code, when the land is held or used for churches, hospitals, schools, colleges, orphan asylums, parsonages, or cemetery purposes or to corporations organized for social purposes and purposes of recreation and not for profit; and provided further, that the limitations herein provided for shall not apply to corporations organized other than for profit, when the land is timber land, and not exceeding one hundred and sixty (160) acres in extent, and is held or used for the purposes of the organization, in which case said land shall be subject to

all laws regulating the preservation of forests.


approved February 21, 1905; in effect in sixty days.]

114 Cal. 300; 119 Cal. 483.

§ 596. In addition to that provided for in the preceding section, friendly societies and Pioneer associations may hold such real estate as may be necessary to carry out their charitable purposes, or for the establishment and endowment of institutions of learning connected therewith. In case any such corporation is the owner, by donation or purchase, of more lands than herein or in the preceding section provided for, such surplus must be sold and conveyed by the corporation within five years after its acquisition. Such sale may be made without the order or decree of the Superior Court, as hereinafter provided. [Amendment in effect April 5, 1880.]

$ 597. The directors must annually make a full report of all property, real and personal, held in trust for their corporation by them, and of the condition thereof, to the members of the association for which they are acting.

§ 598. Corporations of the character mentioned in section five hundred and ninety-three may mortgage or sell the real property held by them, and may secure the payment of indebtedness by deed of trust or mortgage upon their real property, upon obtaining an order for that purpose from the Superior Court held in the county in which the property is situated. The corporations above mentioned may also issue bonds, payable at any time within twenty years, as evidence of the indebtedness secured by mortgage or deed of trust. Before making the order, proof must be made to the satisfaction of the court that notice of the application for leave to sell or mortgage or execute a deed of trust has been given by publication in such manner and for such time as the court or the judge has directed, and that it is to the interest of the corporation that leave should be granted as prayed for. The application must be made by petition, and any member of the corporation may oppose the granting of the order, by affidavit or otherwise. But nothing herein contained shall prohibit or prevent the trustees or directors of such corporation, under such rules and regulations as they may adopt, from disposing of burial plots situated in

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