§ 599.

Corporations now organized or that may hereafter be organized for purposes other than profit, may, either in their by-laws, ordinances, constitutions, or articles of incorporation, provide for:

1. The qualification of members, mode of election or appointment, and terms of admission to membership;

2. The fees of admission and dues to be paid to their treasury by members;

3. The number of persons that shall constitute a quorum at any meeting of the corporation, and that an election of officers of the corporation by a meeting so constituted, or the appointment or selection of such officers, or any of them, in any manner required by the rules, regulations, or discipline of any specified religious denomination, society, or church, shall be as valid as if made at an election at which a majority of the members of the corporation were present and voted;

4. The expulsion and suspension of members for misconduct or non-payment of dues, also for restoration to membership;

5. A special method of organizing the board of directors, and a special method of increasing or diminishing the number of directors within the limits as to number prescribed by section five hundred and ninety-three of this code;

6. Contracting, securing, paying, and limiting the amount of their indebtedness;

7. That the rules, regulations, or discipline, for the time being, of any specified religious denomination, society, or church, shall always be a part of their by-laws, ordinances, constitutions, or articles of incorporation;

8. Other regulations not repugnant to the Constitution or laws of the State and consonant with the objects of the corporation. [Amendment approved March 31, 1897.]

90 Cal. 243; 142 Cal. 465.

§ 600.

Members admitted after incorporation have all the rights and privileges, and are subject to the same responsibilities, as members of the association prior thereto.

§ 601. No member, or his legal representative, must dispose of or transfer any right or privilege conferred on him by reason of his membership of such corporation, or be deprived thereof, except as herein provided.

§ 602. Whenever the rules, regulations, or discipline of any religious denomination, society, or church so require, for the administration of the temporalities thereof, and the management of the estate and property thereof, it shall be lawful for the bishop, chief priest, or presiding elder of such religious denomination, society, or church to become a sole corporation, in the manner prescribed in this title, as nearly as may be, and with all the powers and duties, and for the uses and purposes in this title provided for religious incorporations, and subject to all the conditions, limitations and provisions in said title prescribed. Every corporation sole shall, however, for the purposes of the trust, have power to contract in the same manner and to the same extent as a natural person, and may sue and be sued, and may defend, in all courts and places, in all matters and proceedings whatever, and shall have authority to borrow money and give promissory notes therefor, and to secure the payment thereof by mortgage or other lien upon property, real or personal; to buy, sell, lease, mortgage, and in every way deal in real and personal property in the same manner that a natural person may, and without the order of any court; to receive bequests and devises for its own use or upon trusts to the same extent as natural persons may; and to appoint attorneys in fact. The articles of incorporation to be filed shall set forth the facts authorizing such incorporation, and declare the manner in which any vacancy occurring in the incumbency of such bishop, chief priest, or presiding elder is required by the rules, regulations, or discipline of such denomination, society, or church to be filled, which statements shall be verified by affidavit, and for proof of the appointment or election of such bishop, chief priest, or presiding elder, or of any succeeding incumbent of such corporation, it shall be sufficient to record with the clerk of the county in which such bishop, chief priest, or presiding elder resides, the original or a copy of his commission, or certificate, or letters of election or appointment, duly attested; provided, all property held by such bishop, chief priest, or presiding elder shall be in trust for the use, purpose and behoof of his religious denomination, society, or church. The limitation in section five hundred and ninety-five shall not apply to corporations formed under this section, when the land is held or used for churches, hospitals, schools, colleges, orphan asylums, parsonages, or cemetery purposes. Any Judge

of the Superior Court in the county in which any corporation is formed under this chapter shall at all times have access to the books of such incorporation. Any corporation sole heretofore organized and existing under the laws of this State may elect to continue its existence under this title by filing a certificate to that effect, under its corporate seal and the hand of its incumbent, or amended articles of incorporation, in the form required by this title, and as prescribed by section two hundred and eighty-seven of this code; and from and after the filing of such certificate or amended articles, such corporation shall be entitled to the privileges and subject to the duties, liabilities and provisions in this title expressed. [Amendment approved March 11, 1897.]

94 Cal. 161.

§ 603. Whenever the regulations, rules, or discipline of any church or religious society require, for the administration of the temporalities thereof, or for the management of the property or estate thereof, any diocese, synod, or district organization of such church or religious society may elect directors and become an incorporation in the manner prescribed in this title, and with all the powers and duties, and for the uses and purposes, in this title provided for benevolent or religious incorporations, and subject to all the conditions, limitations, and provisions in said title prescribed, except as otherwise provided in this section; provided, that directors of such incorporation may be elected, and that the by-laws for its government may be made and amended, by the convention, synod, or other representative body of such church or religious society, in and for such district, in accordance with the constitution, by-laws, discipline, or regulation thereof, at any regular meeting, or special meeting called for that purpose; and provided, the certificate of incorporation and of the election of directors to be filed shall be sufficiently signed and attested by the signature of the presiding officer and secretary of the representative convention, synod, or other such body, in which such election is held; and provided, all property held by such incorporation shall be in trust for the use, benefit, and purpose of the church or religious society by and for which such incorporation was formed, and in and of which such diocese, synod, or other district is an organized or constituent part; and that the limitation in section five

hundred and ninety-five shall not apply to corporations formed under this section, where the land is held or used for churches, hospitals, schools, colleges, asylums, parsonages, or cemetery purposes. [Amendment approved March 12, 1885.]

114 Cal. 300; 128 Cal. 262.

§ 604. Any church or other religious association in this State, composed of two or more constituent parishes, missions, congregations, or societies, having a common convention, synod, council, or other representative legislative body, may be incorporated by such representative body under this part and subject to the provisions of this title, except as otherwise provided in this section. The representative body of such religious association electing to incorporate the same, shall determine the name of the proposed corporation, 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, and the number of its directors, and shall elect its directors for the first year. The articles of incorporation need only be signed and acknowledged by the presiding officer and secretary of such representative body, and in addition to the requirements of section two hundred and ninety, shall set forth the proceedings herein prescribed for said representative body, and that the same were duly had in accordance with the constitution, canons, rules, or regulations, governing the other proceedings of said representative body, and the time and place thereof. The directors of such corporation shall be elected annually by the representative body of the association. The representative body providing for such incorporation shall frame by-laws for the corporation, and such bylaws may be repealed or amended, or new by-laws may be adopted by any subsequent representative body in accordance with the constitution, canons, rules, or regulations governing the other proceedings of such representative body. Such corporation may hold and administer not only the common property, funds, and money of such association, but also the property, funds, and money of any constituent parish, mission, congregation, or society. The limitation in section five hundred and ninety-five shall not apply to corporations formed under this section when the land is held or used for churches, hospitals, schools, colleges, asylums, parsonages, or cemetery purposes. [New section, in effect March 11, 1887.]

§ 605. Any corporation, now or hereafter organized for purposes other than profit, may consolidate its debts, property, assets and franchises, with any other like association or corporation, either created under the laws of the State of California or under the laws of any other State or Territory, in such manner as may be agreed upon by the respective boards of directors, or trustees, of such corporations; provided, however, that no such consolidation shall take place without the written consent of three fifths (3-5) of the boards of directors, or trustees, of each of the corporations so consolidating, and such consolidation must not in any way relieve either of the corporations parties to it from any or all just debts or liabilities; provided further, that in case of any such consolidation, due notice of the same must be given by advertisement published for one month in at least one newspaper published at the place of the principal business of each of the corporations so consolidating. When their consolidation is completed, a copy of the new articles of incorporation must be filed with the Secretary of State, in the same manner as the original articles of incorporation are required to be filed. [New section; approved March 20, 1903; in effect immediately.]

TITLE XIIa.

Societies for the Prevention of Cruelty to Children and Animals.

SEC. 607.

607a.

6076.

607c.

607d.

607e.

607ƒ.

607g.

Formation of corporations.

Power of to receive and dispose of property.

Complaints for violating any law relating to children or animals.

Magistrates and police officers to aid the corporation and its officers.

Pre-existing corporations.

Fines, penalties, and forfeitures, and the disposition to be made thereof.

Members and agents may be authorized to act as police officers.

Children who may be arrested and brought before a court or magistrate for examination.

§ 607. Corporations may be formed by any number of persons not less than five, a majority of whom must be citizens and residents of this State, under the general provisions of