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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; prorided, 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.

TITLE XVIII.

Consolidation of Colleges and Institutions of

Higher Education.

SEC. 652. Societies and organizations authorized to consolidate.

653. Transfer of property.

8 652. 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 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 corporation shall be thereby dissolved. [Amendment approved March 9, 1895; in effect in sixty days.]

TITLE XIX.

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.)

TITLE XX.

Cooperative Business Associations.

SEC. 6536. 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.
653g. 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. Quio warranto to inquire into the right of an association 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 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 made a member in lieu of the last former holder. [New section; approved March 21, 1905; in effect in sixty days.]

Note.-8$ 6536, 6530, 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 more. 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 personally 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 § 6536.

§ 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 $ 6536.

$ 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

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