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tion the same must contain a statement of the number of shares of stock to which preference is granted, and the number of shares of stock to which no preference is granted. The articles of incorporation shall also state, in clear and succinct manner, the nature and extent of the preference granted, and except as to the matters and things so stated, no distinction shall exist between said classes of stock or the owners thereof; provided, however, that no preference shall be granted nor shall any distinction be made between the classes of stock either as to voting power or as to the statutory or constitutional liability of the holders thereof to the creditors of the corporation.
7. If there is a capital stock, the amount actually subscribed, and by whom. [Amendment approved March 18, 1907; in effect in sixty days. ]
53 Cal. 128 ; 65 Cal. 601; 89 Cal. 54; 102 Cal. 64; 106 Cal. 309; 127 Cal. 267; 128 Cal. 260; 130 Cal. 39; 146 Cal. 222; 148 Cal. 314, 328; Cal. App. R. 2, 542, 544.
$ 290a. Before the Secretary of State issues to any corporation, authorized in its articles of incorporation to act as executor, administrator, guardian, assignee, receiver, depositary or trustee, there must be filed in his office the affidavit of the persons named in said articles as the first directors of the corporation, that at least one hundred thousand dollars of the capital stock, has actually been subscribed, and paid in to a person named in such affidavit, for the benefit of the corporation. [New section ; approved March 21, 1907; in effect immediately. ]
§ 2901/2: No corporation hereafter formed shall use the word “trust” or “trustee” as a part of its corporate name unless it shall be authorized by its articles of incorporation to act as executor, administrator, guardian, assignee, receiver, depositary or trustee, nor shall any corporation hereafter formed accept or execute any trust unless it shall have complied with all the provisions of “An Act authorizing certain corporations to act as executor, and in other capacities, and to provide for and regulate the administration of trusts by such corporation,” approved April 6th, 1891, and the amendment thereto approved April 1st, 1897. [New section ; approved March 18, 1905 ; in effect in sixty days. ]
[See also Act authorizing certain corporations to act as executors, etc., Appendix, p. 415.]
§ 291. The articles of incorporation of any railroad, wagon road, or telegraph organization must also state :
1. The kind of road or telegraph intended to be constructed ;
2. The place from and to which it is intended to be run, and all the intermediate branches ;
3. The estimated length of the road or telegraph line ;
4. That at least ten per cent of the capital stock subscribed has been paid in to the treasurer of the intended corporation.
142 Cal. 227; Cal. App: R. 2, 553, 555, 557.
§ 292. The articles of incorporation must be subscribed by three or more persons, a majority of whom must be residents of this State, and acknowledged by each before some officer authorized to take and certify acknowledgments or conveyances of real property. [Amendment approved March 20, 1905 ; in effect in sixty days.]
99 Cal. 278; 128 Cal. 260; 130 Cal. 39.
§ 293. Each intended corporation named in section two hundred and ninety-one, before filing articles of incorporation, must have actually subscribed to its capital stock, for each mile of the contemplated work, the following amounts, to wit:
1. One thousand dollars per mile of railroads ;
53 Cal. 128; Cal. App. R. 2, 550.
§ 294. Before the articles of incorporation of any corporation referred to in the preceding section are filed, there must be paid, for the benefit of the corporation, to a treasurer elected by the subscribers, ten per cent of the amount subscribed.
Cal. App. R. 2, 550.
§ 295. Before the Secretary of State issues to any such corporation a certificate of the filing of articles of incorporation, there must be filed in his office an affidavit of the president, secretary, or treasurer named in the articles, that the required amount of the capital stock thereof has been actually subscribed, and ten per cent thereof actually paid to a treasurer for the benefit of the corporation.
Cal. App. R. 2, 550.
§ 296. Upon filing the articles of incorporation in the office of the County Clerk of the county in which the principal business of the company is to be transacted, and a copy thereof certified by the County Clerk with the Secretary of State, and the affidavit mentioned in the last section where such affidavit is required, the Secretary of State must issue to the corporation, over the great seal of the State, a certificate that a copy of the articles containing the required statement of facts has been filed in his office, and thereupon the persons signing the articles and their associates and successors shall be a body politic and corporate by the name stated in the certificate, and for the term of fifty years, unless it is, in the articles of incorporation, otherwise stated, or in this code otherwise specially provided ; provided, however, that the Secretary of State shall not file any copy of the copy of any articles, or issue any certificate of incorporation to any corporation, which articles set forth the corporate name of any corporation heretofore organized in this State, or file any copy of any articles, or issue any certificate of incorporation to any corporation existing at the time of filing said articles, which articles set forth a name so closely resembling the name of such corporation as will tend to deceive. [Amendment in effect March 23, 1901.]
72 Cal. 382; 93 Cal. 39; 102 Cal. 62; 109 Cal. 588; 111 Cal. 135; 128 Cal. 262; 130 Cal. 38; 142 Cal. 281 ;
146 Cal. 222 ; Cal. App. R. 2, 550. [For fees for filing, etc., in the office of the Secretary of State, see Section 416 of the Political Code, page 297.]
A copy of any articles of incorporation filed in pursuance of this chapter, and certified by the Secretary of State, or by the County Clerk of the county where the original articles shall have been filed, must be received in all the courts of this State, and other places, as prima facie evidence of the facts therein stated. [Amendment in effect March 8, 1895.]
67 Cal. 488; 72 Cal. 382 ; Cal. App. R. 2, 555.
§ 297a. Whenever the articles of incorporation of any corporation have been, or may hereafter be, destroyed by conflagration or other public calamity, a copy of the certified copy of the articles of incorporation of such corporation filed in the office of the Secretary of State pursuant to the provisions of section two hundred and ninety-six of this code, duly certified by such Secretary State, may be filed in the office of the County Clerk of the county where such articles of incorporation were on file at the time of their loss or destruction. Any such
copy filed pursuant to this section shall have the same force and effect as the document so lost or destroyed. [New section ; approved June 16, 1906; in effect immediately.]
§ 298. The owners of shares in a corporation which has a capital stock are called stockholders. If a corporation has no capital stock, the corporators and their successors are called members.
$ 299. No corporation hereafter formed must purchase, locate, or hold property, in any county in this State, other than the county in which its original articles of incorporation are filed, without filing a copy of the copy of its articles of incorporation filed in the office of the Secretary of State, duly certified by such Secretary of State, in the office of the County Clerk of the county in which such property is situated, within sixty days after such purchase or location is made. Every corporation now in existence, whether formed under the provisions of this code or not, must, within ninety days ‘after the passage of this section, file such certified copy of the copy of its articles of incorporation in the office of the County Clerk of every county in this State in which it holds any property, except the county where the original articles of incorporation are filed; and if any corporation hereafter acquires any property in a county other than that in which it now holds property, it must, within ninety days thereafter, file with the Clerk of such county such certified copy of the copy of its articles of incorporation. The copies filed with the several County Clerks, and certified copies thereof, have the same force and effect in evidence as the originals. Any corporation failing to comply with the provisions of this section cannot maintain or defend any action or proceeding in relation to such property, its rents, issues, or profits, until such articles of incorporation, and such certified copy of its articles of incorporation, and such certified copy of the copy of its articles of incorporation, are filed at the places directed by the general law and this section ; provided, that all corporations are liable in damages for any and all loss that may arise by the failure of such corporation to perform any of the foregoing duties within the time mentioned in this section; and provided further, that the said damages may be recovered in an action brought in any court of this State of competent jurisdiction, by any party or parties suffer
ing the same. [Amendment approved March 21, 1905 ; in effect
67 Cal. 487; 73 Cal. 601 ; 77 Cal. 72; 80 Cal. 69, 335 ;
Cal. 753; 148 Cal. 253; Cal. App. R. 2, 556.
$ 300. Every corporation that has been or may be created under the general laws of this State, doing a banking business therein, and which has no capital stock, may elect to have a capital stock, and may issue certificates of stock therefor, in the same manner as corporations formed under the provisions of chapter one, article one, of the Civil Code, relating to the formation of corporations; provided, that no such corporation shall use or convert any moneys or funds theretofore belonging to it, or under its control, into capital stock; but such funds or moneys must be held and managed only for the purposes and in the manner for which they were created. Before such change is made, a majority of the members of such corporation present at a meeting called for the purpose of considering the proposition whether it is best to have a capital stock, its amount, and the number of shares into which it shall be divided, must vote in favor of having a capital stock, fix the amount thereof, and the number of shares into which it shall be divided. Notice of the time and place of holding such meeting, and its object, must given by the president of such corporation, by publication in some newspaper printed and published in the county, or city and county, in which the principal place of business of the corporation is situated, at least once a week for three successive weeks prior to the holding of the meeting. of the proceedings of this meeting, giving the number of persons present, the votes taken, the notice calling the meeting, the proof of its publication, the amount of capital actually subscribed, and by whom, all duly certified by the president and secretary of the corporation, must be filed in the offices of the Secretary of State and Clerk of the county where the articles of incorporation are filed. Thereafter such corporation is possessed of all the rights and powers, and is subject to all the obligations, restrictions, and limitations, as if it had been originally created with a capital stock; and provided further,