§ 560. Misconduct of directors of stock corporations. Every director of any stock corporation who concurs in any vote or act of the directors of such corporation or any of them, by which it is intended, either—

1. To make any dividend, except from the surplus profits arising from the business of the corporation, and in the cases and manner allowed by law; or,

2. To divide, withdraw, or in any manner, except as provided by law, pay to the stockholders, or any of them, any part of the capital stock of the corporation; or,

3. To discount or receive any note or other evidence of debt in payment of any installment actually called in and required to be paid, or with the intent to provide the means of making such payment; or,

4. To receive or discount any note or other evidence of debt, with the intent to enable any stockholder to withdraw any part of the money paid in by him, or his stock; or,

5. To receive from any other stock corporation, in exchange for the shares, notes, bonds, or other evidences of debt of their own corporation, shares of the capital stock of such other corporation, or notes, bonds, or other evidences of debt issued by such other corporation; -is guilty of a misdemeanor. En. February 14, 1872. Cal. Rep. Cit. 72, 56; 72, 58; 116, 415.

Dividends to be made from surplus profits: Civ. Code, sec. 309.

Officers of bank making illegal loans or investments: See Civ. Code, sec. 581.

Officer of bank advertising or making statement as to capital stock without showing amount paid up: See Civ. Code, sec. 583a.

Persons engaged in banking guilty of misdemeanor unless true name shown: See Civ. Code, sec. 582.

§ 561. Savings-bank officer overdrawing his account. Every officer, agent, teller, or clerk of any savings bank, who knowingly overdraws his account with such bank, and thereby wrongfully obtains the money, note, or funds of such bank, is guilty of a misdemeanor. En. February 14, 1872.

§ 562. Receiving deposits in insolvent banks. Every officer, agent, teller, or clerk of any bank, and every individual banker, or agent, teller, or clerk of any individual

banker, who receives any deposits, knowing that such bank, or association, or banker is insolvent, is guilty of a misdemeanor. En. February 14, 1872.

§ 563. Frauds in keeping accounts in books of corporations. Every director, officer, or agent of any corporation or joint-stock association, who knowingly receives or possesses himself of any property of such corporation or association, otherwise than in payment of a just demand, and who, with intent to defraud, omits to make, or to cause or direct to be made, a full and true entry thereof in the books or accounts of such corporation or association, and every director, officer, agent, or member of any corporation or joint-stock association who, with intent to defraud, destroys, alters, mutilates, or falsifies any of the books, papers, writings, or securities belonging to such corporation or association, or makes, or concurs in making, any false entries, or omits, or concurs in omitting to make any material entry in any book of accounts, or other record or document kept by such corporation or association, is punishable by imprisonment in the state prison not less than three nor more than ten years, or by imprisonment in a county jail not exceeding one year, and a fine not exceeding five hundred dollars, or by both such fine and imprisonment. En. February 14, 1872.

Cal. Rep. Cit. 53, 615; 103, 202.

See ante, sec. 558.

§ 564. Officer of corporation publishing false reports, etc. Every director, officer, or agent of any corporation or joint-stock association, who knowingly concurs in making, publishing, or posting either generally or privately to the stockholders or other persons, any written report, exhibit, or statement of its affairs or pecuniary condition, or book or notice containing any material statement which is false, or any untrue or willfully or fraudulently exaggerated report, prospectus, account, statement of operations, values, business, profits, expenditures, or prospects, or any other paper or document intended to produce or give, or having a tendency to produce or give, the shares of stock in such corporation a greater value or a less apparent or market value than they really. possess, or refuses to make any book or post any notice required by law, in the manner required by law, is guilty of a felony. En. February 14, 1872. Am'd. 1875-6, 112; 1905, 688.

The amendment is intended to incorporate in the section such provisions of the statute of 1877-8, page 695, as are not already sufficiently expressed therein. The statute, however, is limited to carporations whose stock is listed on the stock board or exchange. The amendment omits this limitation, for the reason that its constitutionality is doubtful.-Code Commissioner's Note.

Cal. Rep. Cit. 53, 648.

See Civ. Code, sec. 316; ante, sec. 558.

False reports, act relating to: See post, Appendix, title Corporations.

§ 565. Officer of corporation to permit an inspection. Every officer or agent of any corporation, having or keeping an office within this state, who has in his custody or control any book, paper, or document of such corporation, and who refuses to give to a stockholder or member of such corporation, lawfully demanding, during office hours, to inspect or take a copy of the same, or of any part thereof, a reasonable opportunity so to do, is guilty of a misdemeanor. En. February 14, 1872.

Records of corporation: See Civ. Code, secs. 377, 378.

§ 566. Officer of railroad company contracting debt in its behalf exceeding its available means. Every officer, agent, or stockholder of any railroad company, who knowingly assents to, or has any agency in contracting any debt by or on behalf of such company, unauthorized by a special law for the purpose, the amount of which debt, with other debts of the company, exceeds its available means for the payment of its debts, in its possession, under its control, and belonging to it at the time such debt is contracted, including its bona fide and available stock subscriptions, and exclusive of its real estate, is guilty of a misdemeanor. En. February 14, 1872.

§ 567. Debt contracted in violation of last section not invalid. The last section does not affect the validity of a debt created in violation of its provisions, as against the company. En. February 14, 1872.

§ 568. Director of a corporation presumed to have knowledge of its affairs. Every director of a corporation or joint-stock association is deemed to possess such a knowledge of the affairs of his corporation as to enable him to determine whether any act, proceeding, or omission of its

directors is a violation of this chapter. En. February 14, 1872.

§ 569. Director present at meeting, when presumed to have assented to proceedings. Every director of a corporation or joint-stock association, who is present at a meeting of the directors at which any act, proceeding, or omission of such directors, in violation of this chapter, occurs, is deemed to have concurred therein, unless he at the time causes, or in writing requires, his dissent therefrom to be entered in the minutes of the directors. En. February 14, 1872.

See Civ. Code, secs. 309, 377.

§ 570. Director absent from meeting, when presumed to have assented to proceedings. Every director of a corporation or joint-stock association, although not present at a meeting of the directors at which any act, proceeding, or omission of such directors, in violation of this chapter, occurs, is deemed to have concurred therein, if the facts constituting such violation appear on the records or minutes of the proceedings of the board of directors, and he remains a director of the same company for six months thereafter, and does not within that time cause, or in writing require, his dissent from such illegality to be entered in the minutes of the directors. En. February 14, 1872.

§ 571. Foreign corporations. It is no defense to a prosecution for a violation of the provisions of this chapter, that the corporation was one created by the laws of another state, government, or country, if it was one carrying on business or keeping an office therefor within this state. En. February 14, 1872.

§ 572. ""Director" defined. The term "director," as used in this chapter, embraces any of the persons having by law the direction or management of the affairs of a corporation, by whatever name such persons are described in its charter or known by law. En. February 14, 1872.

CHAPTER XIV.

FRAUDULENT ISSUE OF DOCUMENTS OF TITLE TO MERCHAN

DISE.

§ 577. Issuing fictitious bills of lading, etc.

578. Issuing fictitious warehouse receipts.

579.

Erroneous bills of lading or receipts issued in good faith.

580. Duplicate receipts must be marked "duplicate."

581. Selling, etc., property received for transportation or storage. 582. Bill of lading or receipt issued by warehousemen. (Repealed.) 583. Property demanded by process of law.

§ 577. Issuing fictitious bills of lading, etc. Every person, being the master, owner, or agent of any vessel, or officer or agent of any railroad, express, or transportation company, or otherwise being or representing any carrier, who delivers any bill of lading, receipt, or other voucher, by which it appears that any merchandise of any description has been shipped on board any vessel, or delivered to any railroad, express, or transportation company, or other carrier, unless the same has been so shipped or delivered, and is at the time actually under the control of such carrier, or the master, owner, or agent of such vessel, or of some officer or agent of such company, to be forwarded as expressed in such bill of lading, receipt, or voucher, is punshable by imprisonment in the state prison not exceeding five years, or by a fine not exceeding one thousand dollars, or both. En. February 14, 1872.

Bill of lading: See Civ. Code, secs. 2126 et seq.

§ 578. Issuing fictitious warehouse receipts. Every person carrying on the business of a warehouseman, wharfin ger, or other depositary of property, who issues any receipt, bill of lading, or other voucher for any merchandise of any description, which has not been actually received upon the premises of such person, and is not under his actual control at the time of issuing such instrument, whether such instrument is issued to a person as being the owner of such merchandise, or as security for any indebtedness, is punishable by imprisonment in the state prison not exceeding five years, or by a fine not exceeding one thousand dollars, or both. En. February 14, 1872.

Bill of lading: See Civ. Code, secs. 2126 et seq.

§ 579. Erroneous bills of lading or receipts issued in good faith. No person can be convicted of an offense