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Limitation of power.
Misnomer does not invalidate
to organize within one year.
Sec. 355. In addition to the powers enumerated in the preceding section, and to those expressly given in that title of this part under which it is incorporated, no corporation shall possess or exercise any corporate powers, except such as are necessary to the exercise of the powers so enumerated
and given. Banking SEC. 356. No corporation shall create or issue bills, notes, probibited. or other evidences of debt, upon loans or otherwise, for cir
culation as money.
The misnomer of a corporation in any written instrument does not invalidate the instrument, if it can be instrument
reasonably ascertained from it what corporation is intended. Corporation SEC. 358. If a corporation does not organize and com
mence the transaction of its business or the construction of its works within one year from the date of its incorporation, its corporate powers cease. The due incorporation of any company, claiming in good faith to be a corporation under this part, and doing business as such, or its right to exercise corporate powers, shall not be inquired into, collaterally, in any private suit to which such de facto corporation may be a party; but such inquiry may be had at the suit of the
State, on information of the Attorney-General. Increasing Sec. 359. Every corporation may increase or diminish its ishing capi- capital stock, at a meeting called for that purpose by the tal stock.
directors, as follows:
1. Notice of the time and place of the meeting, stating its object and the amount to which it is proposed to increase or diminish the capital stock, must be personally served on each stockholder resident in the State, at his place of residence, if known, and if not known, at the place where the principal office of the corporation is situated, and be published in a newspaper published in the county of such principal place of business once a week for four weeks successively.
2. The capital stock must in no case be diminished to an amount less than the indebtedness of the corporation, or the estimated costs of the works which it may be the purpose of the corporation to construct.
3. At least two-thirds of the entire capital stock must be represented by the vote in favor of the increase or diminution before it can be effected.
4. A certificate must be signed by the Chairman and Sec
retary of the meeting, and a majority of the directors, showing a compliance with the requirements of this section, the amount to which the capital stock has been increased or diminished, the amount of stock represented at the meeting, and the vote by which the object was accomplished.
5. The certificate must be filed in the office of the County Clerk where the original articles of incorporation were filed, and a certified copy thereof in the office of the Secretary of State, and thereupon the capital stock shall be so increased or diminished.
6. The written assent of the holders of three-fourths of the subscribed capital stock shall be as effectual to authorize the increase or diminution of the capital stock as if a meeting were called and held; and, upon such written assent, the directors may proceed to make the certificate herein provided for. (Amendment, approved March 30, 1874; Amend. ments 1873-4, 207; took effect July 1, 1874.)
Sec. 360. No corporation shall acquire or hold any more Acquisition real property than may be reasonably necessary for the property. transaction of its business, or the construction of its works, except as otherwise specially provided. A corporation may acquire real property, as provided in title seven, part three, Code of Civil Procedure, when needed for any of the uses and purposes mentioned in said title. (Amendment, approved March 30, 1874; Amendments 1873–4, 208; took effect July 1, 1874.)
An Act to authorize corporations to own and improve the lots and
houses in which their business is carried on.
[Approved April 1, 1876; 1875-6, 653.]
SECTION 1. By unanimous consent of its members or May hold
lot, etc. stockholders, any corporation existing under the laws of this State may acquire and hold the lot and house in which its business is carried on, and may improve the same to any extent required for the convenient transaction of its business.
SEC. 2. This Act shall take effect immediately.
Consolida- SEC. 361. It shall be lawful for two or more corporations tion of mining cor- formed, or that may hereafter be formed, under the laws of porations.
this State, for mining purposes, which own or possess mining claims or lands adjoining each other, or lying in the same vicinity, to consolidate their capital stock, debts, property, assets, and franchises in such manner and upon such terms as may be agreed upon by the respective Boards of Directors or Trustees of such companies so desiring to consolidate their interests; but no such consolidation shall take place without the written consent of the stockholders representing twothirds of the capital stock of each company; and no such consolidation shall in any way relieve such companies, or the stockholders thereof, from any and all just liabilities; and in case of such consolidation, due notice of the same shall be given by advertising for one month in at least one newspaper in the county and State where the said mining property is situated, if there be one published therein, and also in one newspaper published in the county, or city and county, where the principal place of business of any of said companies shall be. And when the said consolidation is completed, a certificate thereof, containing the manner and terms of said consolidation, shall be filed in the office of the County Clerk of the county in which the original certificate of incorporation of any of said companies shall be filed, and a copy thereof shall be filed in the office of the Secretary of State. Such certificate shall be signed by a majority of each Board of Trustees or Directors of the original companies; and it shall be their duty to call, within thirty days after the filing of such certificate, and after at least ten days' public notice, a meeting of the stockholders of all of said companies so consolidated, to elect a Board of Trustees or Directors for the consolidated company for the year thence next ensuing. The said certificate shall also contain all the requirements prescribed by section two hundred and ninety of said Civil Code. (New section, approved March 20, 1876; Amendments 1875-6, 75; took effect from passage.)
An Act to add another section to the Civil Code.
[Approved March 20, 1876; Amendments 1875-6, 75.) [Section one contains the additional section three hundred and sixty-one to the Civil Code above inserted.]
SECTION 2. This Act shall apply to all corporations formed under the laws of this State, whether formed under the said Civil Code, or prior thereto.
SEC. 3. This Act shall take effect from and after its passage.
SECTION 377. All corporations for profit are required to Records, or keep a record of all their business transactions; a journal of how kept. all meetings of their directors, members, or stockholders, with the time and place of holding the same, whether regular or special, and if special, its object, how authorized, and the notice thereof given. The record must embrace every act done or ordered to be done; who were present, and who absent; and, if requested by any director, member, or stockholder, the time shall be noted when he entered the meeting or obtained leave of absence therefrom. On a similar request, the ayes and noes must be taken on any proposition, and a record thereof made. On similar request, the protest of any director, member, or stockholder, to any action or proposed action, must be entered in full-all such records to be open to the inspection of any director, member, stockholder, or creditor of the corporation.
SEC. 378. In addition to the records required to be kept Other recby the preceding section, corporations for profit must keep a kept by corbook, to be known as the “Stock and Transfer Book," in profit, and which must be kept a record of all stock; the names of the stockholders or members alphabetically arranged; installments paid or unpaid; assessments levied and paid or unpaid; a statement of every alienation, sale, or transfer of stock made, the date thereof, and by and to whom; and all such
other records as the by-laws prescribe. Corporations for religious and benevolent purposes must provide in their by-laws for such records to be kept as may be necessary. Such stock and transfer book must be kept open to the inspection of any stockholder, member, or creditor.
EXAMINATION OF CORPORATIONS, ETC.
SECTION 382. The Attorney-General or District Attorney, affairs of cor- whenever and as often as required by the Governor, must State officers, examine into the affairs and condition of any corporation in
this State, and report such examination, in writing, together with a detailed statement of facts, to the Governor, who must lay the same before the Legislature; and for that purpose the Attorney-General or District Attorney may administer all necessary oaths to the directors and officers of any corporation, and may examine them on oath in relation to the affairs and condition thereof, and may examine the books, papers, and documents belonging to such corporation, or
appertaining to its affairs and condition. Examina- SEC. 383. The Legislature, or either branch thereof, may tion made by the Legis- examine into the affairs and condition of any corporation in lature.
this State at all times; and, for that purpose, any committee appointed by the Legislature, or either branch thereof, may administer all necessary oaths to the directors, officers, and stockholders of such corporation, and may examine them on oath in relation to the affairs and condition thereof; and may examine the safes, books, papers, and documents belonging to such corporation, or pertaining to its affairs and condition, and compel the production of all keys, books, papers, and documents by summary process, to be issued on application to any Court of record or any Judge thereof, under
such rules and regulations as the Court may prescribe. Chapter and Sec. 384. The Legislature may at any time amend or be repealed. repeal this part, or any title, chapter, article, or section thereof,
and dissolve all corporations created thereunder; but such amendment or repeal does not, nor does the dissolution of any such corporation, take away or impair any remedy given against any such corporation, its stockholders or officers, for any liability which has been previously incurred.