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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.
Transfer of property.


8 652. Whenever any benevolent, religious, 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

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 hereinabove 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. [Amendment approved March 9, 1895 ; in effect in sixty days.]



Cooperative Business Corporations.

SEC. 653a.

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.)


Cooperative Business Associations.

SEC. 653b. Formation and purposes of.

653c. Rights, interests, and liabilities of members.
653d. The articles of association.
653e. The by-laws.
653f. Execution against the association or its members.
6539. Purposes of the association, how may be altered.
653h. Powers of the association.
653i. Consolidation of associations.
653j. Dissolution and winding up of association.
653k. Quo warranto to inquire into the right of an associa-

tion to do business.
6531. 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 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


made a member in lieu of the last former holder. [New section ; approved March 21, 1905 ; in effect in sixty days. ]

Note.--$$ 653, 653c, 653d, 653e, 653f, 6539, 653h, 653i, 653j, 653k, 6531. The statute of 1895, page 221, is codified in the above sections, which are placed in a title designated "Coöperative Business Associations.” (See Appendix for copy of Act.)


§ 653c.

In such association the rights and interests of all members are equal, and no member can have or acquire a greater interest therein than any other member has. At every election held pursuant to the by-laws each member must be entitled to cast one vote and no

All persons above the age of eighteen years, regardless of sex, are eligible to membership, if otherwise qualified and elected as the by-laws may provide. The by-laws must provide for the amount of the indebtedness which such association may incur. And no member shall be responsible individually, or ersonally liable, for any of the debts or liabilities of the association in excess of his proportion of such indebtedness; but in case of the failure and insolvency of such association, may be required to pay any unpaid dues or installments which have, before such insolvency, become due from such member to the association, pursuant to its by-laws. [New section ; approved March 21, 1905 ; in effect in sixty days.]

Note.--See note to § 6535.

$ 653d. Every association formed under this title must prepare articles of association, in writing, stating: The name of the association, the purpose for which it is formed, the place where its principal business is to be transacted, the term for which it is to exist, not to exceed fifty years, the number of the directors thereof, and the names and residences of those selected for the first year, the amount which each member is to pay upon admission as membership fee, and that each member signing the articles has actually paid in such sum, and that the interest and right of each member therein is to be equal. Such articles of association must be subscribed by the original associates or members, and acknowledged by each before some person competent to take an acknowledgment of a deed in this State. Such articles so subscribed and acknowledged must be filed in the office of the clerk of the county wherein the principal business of the association is to be transacted, and a copy

thereof certified by such clerk, with the Secretary of State, who must thereupon issue his certificate in the form, and having the effect prescribed in section two hundred and ninety-six. [New section; approved March 21, 1905 ; in effect in sixty days.]

Note.—See note to $ 653b.

§ 653e.

Every association formed under this title must, within forty days after it so becomes an association, adopt a code of by-laws for the government and management of the association, not inconsistent with this title. A majority of all the associates is necessary to the adoption of such by-laws, and the same must be written in a book, and subscribed by the members adopting the same, and the same cannot be amended or modified except by the vote of a majority of all the members, after notice of the proposed amendment, given as the by-laws may provide. Such association may, by its by-laws, provide for the time, place, and manner of calling and conducting its meetings; the number of directors, the time of their election, their term of office, the mode and manner of their removal, the mode and manner of filling vacancies in the board caused by death, resignation, removal, or otherwise, and the power and authority of such directors, and how many thereof are necessary to the exercise of the powers of such directors, which must be at least a majority; the compensation of any of the directors, or of any officer; the number of the officers, if any, other than the directors, and their term of office; the mode of removal, and the method of filling a vacancy; the mode and manner of conducting business; the mode and manner of conducting elections, and may provide for voting by ballots forwarded by mail or otherwise, provided the method secures the secrecy of the ballot; the mode and manner of succession of membership, and the qualifications for membership, and on what conditions, and when membership must cease, and the mode and manner of expulsion of a member, subject to the right of an expelled member to have the board of directors appraise his interest in the association in either money, property, or labor, as the directors may deem best, and to have the money, property, or labor so awarded him paid, or delivered, or performed within forty days after expulsion; the amount of membership fee, and the dues, installments, or labor which each member must be required to pay or perform, if any, and the manner of collection or

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