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this section does not include persons, co-partnerships, or corporations engaged in any kind of banking business. [New section; approved March 23, 1907; in effect July 1, 1907.]

Sections 2 and 3 of the Act adding the foregoing sections read as follows:

SEC. 2. Nothing contained in this Act shall alter, impair, or render void any certificate of stock heretofore issued or contract heretofore made by any such corporation.

SEC. 3. All Acts in conflict with this Act are hereby repealed.


Colleges and Seminaries of Learning.

SEC. 649. How incorporated.



Term and power of trustees.

Reincorporation of existing corporations.

§ 649. Any number of persons who may desire to establish a college or seminary of learning may incorporate themselves as provided in this part, except that in lieu of the requirements of section two hundred and ninety, the articles of incorporation shall contain:

First-The name of the corporation;

Second-The purposes for which it is organized;

Third-The place where the college or seminary is to be conducted;

Fourth-The number of its trustees, which shall not be less than five nor more than fifteen, and the names and residences of the trustees. The term for which the trustees named and their successors are to hold office may also be stated. If it is desired that the trustees, or any portion of them, shall belong to any organization, society, or church, such limitation shall be stated;

Fifth-The names of those who have subscribed money or property to assist in founding the seminary or college, together with the amount of money and description of property subscribed.

§ 650. Unless otherwise provided in the articles of incorporation, the board of trustees shall, as soon as organized, so classify themselves that one fifth of their number shall go out

of office every year, and thereafter the trustees shall hold office

for five years. A majority of the trustees shall constitute

a quorum for the transaction of business, and the office of the corporation shall be at the college or seminary.

The trustees shall have power:

First-To elect, by ballot, annually, one of their number as president of the board;

Second-Upon the death, removal out of the State, or other vacancy in the office, or expiration of the term of any trustee, to elect another in his place; provided, that where there are graduates of the institution, such graduates may, under such rules as the board shall prescribe, nominate persons to fill vacancies in the board of trustees; such nominations shall be considered by the board, but it may reject any or all such nominations, and of its own motion appoint others;

Third-To elect additional trustees; provided, the whole number elected shall never exceed fifteen at any one time;

Fourth-To declare vacant the seat of any trustee who shall absent himself from eight succeeding meetings of the board;

Fifth-To receive and hold, by purchase, gift, devise, bequest, or grant, real or personal property for educational purposes connected with the corporation, or for the benefit of the institution;

Sixth-To sell, mortgage, lease, and otherwise use and dispose of the property of the corporation in such manner as they shall deem most conducive to the prosperity of the corporation; Seventh-To direct and prescribe the course of study and discipline to be observed in the college or seminary;

Eighth-To appoint a president of the college or seminary, who shall hold his office during the pleasure of the trustees;

Ninth-To appoint such professors, tutors, and other officers as they shall deem necessary, who shall hold their offices during the pleasure of the trustees;

Tenth-To grant such literary honors as are usually granted by any university, college, or seminary of learning in the United States, and in testimony thereof to give suitable diplomas under their seal, and the signature of such officers of the corporation and the institution as they shall deem expedient;

Eleventh-To fix salaries of the president, professors, and other officers and employés of the college or seminary;

Twelfth To make all by-laws and ordinances necessary and

proper to carry into effect the preceding powers and necessary to advance the interests of the college or seminary; provided, that no by-laws or ordinance shall conflict with the Constitution or laws of the United States or of this State.

§ 651. Any educational corporation, or body claiming to be such, now existing, may, by a unanimous vote of those of its trustees present at a special meeting called for that purpose, and of which due notice shall be given to each trustee, convey all its property, rights, and franchises to a corporation organized under this title. The fact that due notice of the meeting was given to each trustee shall be conclusively proven by the entries in the minutes of the corporation or body making the conveyance. Said minutes shall be certified to be correct by the president and secretary.


Consolidation of Colleges and Institutions of Higher Education.

SEC. 652. Societies and organizations authorized to consolidate. 653. Transfer of property.

§ 652. Whenever any benevolent, religious, or fraternal organization or society, having a grand lodge, assembly, conference, or other legislative or representative head in the State of California, having two or more colleges or institutions of higher education under its patronage, shall, for the purpose of greater efficiency and simplicity in the administration of its educational interests, desire to consolidate such institutions under one management, such organization or society shall be and is authorized to consolidate such institutions under one management by complying with the following provisions:

First-Such grand lodge, assembly, conference, or other legislative or representative head having authorized a consolidation of its institutions, a new corporation shall be formed. The board of trustees of the new corporation shall at first consist of the persons constituting the boards of trustees of the several institutions, respectively, thus consolidated, and others; provided, the number of trustees shall not exceed forty-five. The

board of trustees shall be so classified that the term of office of one third of its number shall expire each year; the successors of such trustees, as their terms expire, shall be elected by such grand lodge, assembly, conference, or other legislative or representative head, at its annual meeting;

Second-The said board of trustees shall report annually to the grand lodge, assembly, conference, or other legislative or representative head controlling it, the condition of affairs of such corporation, and the amount and manner of its receipts and expenditures. [New section; in effect February 23, 1893.]

§ 653. The several boards of trustees of the institutions thus consolidated shall be and are hereby authorized and directed to transfer all property, real and personal, held by them, to the new corporation, as herein constituted, together with all powers, privileges, and authority conferred upon or enjoyed by them under their respective charters or acts of incorporation. The new corporation receiving such property shall assume all indebtedness and liabilities of such institutions as are thus consolidated, but shall not transfer such property from one location to another, except by an affirmative vote of not less than three fourths of the said board of trustees of the new corporation, nor divert specific grants, donations, or bequests from the purposes for which such grants, donations, or bequests were made. That after the boards of trustees have conveyed the property, real and personal, of the various institutions to the new corporation, as herein above provided, and the same has been accepted by the said new corporation, then the franchises held by the corporations thus consolidating shall cease, and the said corporations shall be thereby dissolved. approved March 9, 1895; in effect in sixty days.]

SEC. 653a.



Cooperative Business Corporations.

Purposes for which may be formed.

§ 653a. Coöperative business corporations may be formed for doing any lawful business, and dividing a portion of their profits among persons other than their stockholders. Each of such corporations may, in its by-laws, in addition to the matters

specified in section three hundred and three, provide the amount of profits which must be divided among persons other than its stockholders, and the manner in which and the persons among whom such division may be made. [New section; approved March 21, 1905; in effect in sixty days.]

Note.-§ 653a. This section is a codification of that part of the statute of 1877-8, page 883, defining coöperative corporations, and the section is placed in a new title designated "Coöperative Business Corporations." That part of the statute declaring that the by-laws may provide for the number of votes to which each shareholder shall be entitled is omitted for the reason that it is special legislation, and probably unconstitutional within the decision in Krause vs. Durbrow, 127 Cal. 681. (See Appendix for copy of Act.)

SEC. 653b. 653c.


Cooperative Business Associations.

Formation and purposes of.

Rights, interests, and liabilities of members.
The articles of association.

Execution against the association or its members.
Purposes of the association, how may be altered.
Powers of the association.



The by-laws,








Consolidation of associations.

Dissolution and winding up of association.

Quo warranto to inquire into the right of an association to do business.

What corporations or associations are not affected by this title.

§ 653b. Five or more persons may form a coöperative association for the transaction of any lawful business, whether for profit or not, or for the promotion of any educational, industrial, benevolent, social, or political purpose. Such association must not have any capital stock, but must issue membership certificates to each member. Such certificate can not be assigned, so that the assignee can, by its transfer, become a member of the association, but, by a resolution of its board of directors, such certificate may be transferred, and the transferee

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