the date of the conveyance thereof. Nothing herein prohibits a division and distribution of the capital stock of any corporation which remains after the payment of all its debts, upon its dissolution, or the expiration of its term of existence. [Amendment approved March 21, 1905; in effect in sixty days.]

57 Cal. 602; 81 Cal. 384; 90 Cal. 135; 93 Cal. 309; 109 Cal. 596; 116 Cal. 415; 124 Cal. 149; 125 Cal. 412; 127 Cal. 674; 135 Cal. 482.

Note. § 309. The change consists in the omission of the words "nor must they divide, withdraw, or pay to the stockholders, or any of them, any part of the capital stock," where those words first occurred, and in the omission of the words "in the event of its dissolution," after "thereof." The reason for the omission of the words first above alluded to is that by some clerical error they occurred twice in the section. The words "in the event of its dissolution" are omitted because their presence made it impossible to enforce the liability against the directors unless the corporation is first dissolved, which could not have been the intention of the Legislature.

$310. The board of directors may be removed from office by a vote of two thirds of the members, or of stockholders holding two thirds of the capital stock, at a general meeting held after previous notice of the time and place, and of the intention to propose such removal. Meetings of stockholders for this purpose may be called by the president, or by a majority of the directors, or by members or stockholders holding at least one half of the votes. Such calls must be in writing, and addressed to the secretary, who must thereupon give notice of the time, place, and object of the meeting, and by whose order it is called. If the secretary refuses to give the notice, or if there is none, the call may be addressed directly to the members or stockholders, and be served as a notice, in which case it must specify the time and place of meeting. The notice must be given in the manner provided in section three hundred and one of this title, unless other express provision has been made therefor in the by-laws. In case the board of directors is so removed, a new board may be elected at the same meeting. [Amendment approved March 21, 1905; in effect in sixty days.]

97 Cal. 630.

Note. § 310. The amendment, while it authorizes the removal of the whole board of directors by a two-thirds vote of the members or stockholders, denies the power to remove less than the whole number by such vote. The reason for this is

that by the system of cumulative voting sanctioned by Section 307, a minority may obtain representation in the board of directors; if so, a director elected to represent a minority of one third ought not to be removed by the subsequent vote of the other two thirds, and the system of cumulative voting and minority representation thus made ineffective. The first sentence only is changed.

§ 311. Whenever, from any cause, there is no person authorized to call or to preside at a meeting of a corporation, any justice of the peace of the county where such corporation is established may, on written application of three or more of the stockholders or of the members thereof, issue a warrant to one of the stockholders or members, directing him to call a meeting of the corporation, by giving the notice required, and the justice may, in the same warrant, direct such person to preside at such meeting until a clerk is chosen and qualified, if there is no other officer present legally authorized to preside thereat. The application of a number of stockholders less than three, but holding a majority of the capital stock, has the same effect as an application by three or more stockholders or members. [Amendment approved March 21, 1905; in effect in sixty days.]

Note.-§ 311. By the amendment the holders of a majority of the stock, though their number is less than three, are authorized to apply to the justice to issue a warrant for an election. The change consists in the addition of the last

sentence.

§ 312. At all elections or votes had for any purpose there must be a majority of the subscribed capital stock, or of the members, represented, either in person or by proxy in writing. Every person acting therein, in person or by proxy or representative, must be a member thereof, or a stockholder having stock in his own name on the stock books of the corporation at least ten days prior to the election. Any vote or election had other than in accordance with the provisions of this article is voidable at the instance of absent or any stockholders or members, and may be set aside by petition to the Superior Court of the county where the same is held. Any regular or called meeting of the stockholders or members may adjourn from day to day, or from time to time, if for any reason there is not present a majority of the subscribed stock or members, or no election had such adjournment and the reasons therefor being

recorded in the journal of proceedings of the board of directors. [Amendment approved March 21, 1905; in effect in sixty days.]

67 Cal. 533; 93 Cal. 36; 103 Cal. 363; 104 Cal. 651; 109 Cal. 588; 112 Cal. 63; 115 Cal. 589; 127 Cal. 683; 133 Cal. 47.

Note. § 312. The change consists in the substitution of the words "Superior Court" in place of "District Court," and in the omission of the words "bona fide" before "stockholder." For the purposes of election, a person appearing upon the books of the corporation to be a stockholder should be permitted to vote, and election officers should not be vested with authority to deny such a stockholder the right to vote, or to claim that for some reason he is not a bona fide stockholder. (See Smith vs. S. F. & N. P. Ry. Co., 115 Cal. 584.)

§ 312. At all elections or votes had for any purpose in corporations formed for profit there must be a majority of the subscribed capital stock or of the members represented, either in person or by proxy in writing; provided, that in all instances of corporations formed for purposes other than profit the by-laws shall provide the number of members or stockholders that shall constitute a quorum for the transaction of business. Every person acting therein (in person or by proxy or representative), must be a member thereof or a bona fide stockholder, having stock in his own name on the stock books of the corporation at least ten days prior to the election. Any vote or election had other than in accordance with the provisions of this article is voidable at the instance of absent (or any) stockholders or members, and may be set aside by petition to the Superior Court of the county where the same was held. Any regular or called meeting of the stockholders or members may adjourn from day to day, or from time to time, if for any reason there is not present a majority of the subscribed stock or members, or no election had, such adjournment and the reasons therefor being recorded in the journal of proceedings of the board of directors. [Amendment approved March 22, 1905; in effect in sixty days.]

§ 313. The shares of stock of an estate of a minor, or insane person, may be represented by his guardian, and of a deceased person by his executor or administrator. [Amendment in effect July 1, 1874.]

109 Cal. 590; 115 Cal. 590.

§ 314. If from any cause an election does not take place on the day appointed by law or the by-laws, or otherwise, it may be held on any day thereafter as is provided for in such by-laws, or to which such election may be adjourned or ordered by the directors. If an election has not been held at the appointed time, and no adjourned or other meeting for the purpose has been ordered by the directors, a meeting may be called by the stockholders as provided in section three hundred and ten. [Amendment approved March 21, 1905; in effect in sixty days.]

Note.-§ 314. The design of the amendment is to extend the provisions of the section to all elections howsoever authorized, and for this purpose the words "by law" are inserted after "appointed," "in" is omitted after "appointed," and "or otherwise" are inserted after "by-laws."

§ 315. Upon the application of any person or body corporate aggrieved by any election held by any corporate body, the Superior Court of the county in which such election is held must proceed forthwith to hear the allegations and proofs of the parties, or otherwise inquire into the matters of complaint, and thereupon confirm the election, order a new one, or direct such other relief in the premises as accords with right and justice. Upon filing the petition, and before any further proceedings are had under this section, five days' notice of the hearing must be given, under the direction of the court or the judge thereof, to the adverse party, or those to be affected thereby. [Amendment approved March 21, 1905; in effect in sixty days.].

93 Cal. 36; 98 Cal. 305; 103 Cal. 360; 115 Cal. 281, 587; 126 Cal. 72.

Note.- 315. The change consists in the substitution of the words "Superior Court of the county" for "District Court of the district."

§ 316. Any officer of a corporation who willfully gives a certificate, or willfully makes an official report, public notice, or entry in any of the records or books of the corporation, concerning the corporation or its business, which is false in any material representation, shall be liable for all the damages resulting therefrom to any person injured thereby; and if two or more officers unite or participate in the commission of any of the acts herein designated, they shall be jointly and severally liable. [Amendment in effect July 1, 1874.]

§ 317. When all the stockholders or members of a corporation are present at any meeting, however called or notified, and sign a written consent thereto, on the record of such meeting, the doings of such meeting are as valid as if had at a meeting legally called and noticed.

§ 318. The stockholders or members of such corporation, when so assembled, may elect officers to fill all vacancies then existing, and may act upon such other business as might lawfully be transacted at regular meetings of the corporation.

§ 319. The meetings of the stockholders and board of directors of a corporation must be held at its office or principal place of business.

§ 320. When no provision is made in the by-laws for regular meetings of the directors and the mode of calling special meetings, all meetings must be called by special notice in writing, to be given to each director by the secretary, on the order of the president, or if there be none, on the order of two directors.

59 Cal. 681; 76 Cal. 154; 96 Cal. 79; 109 Cal. 9; 130 Cal. 347; 134 Cal. 177.

§ 321. Every corporation doing a banking business in this State must keep in its office, in a place accessible to the stockholders, depositors, and creditors thereof, and for their use, a book containing a list of all stockholders in such corporation, and the number of shares of stock held by each; and every such corporation must keep posted in its office, in a conspicuous place, accessible to the public generally, a notice, signed by the president or secretary, showing:

First-The names of the directors of such corporation;

Second-The number and value of shares of stock held by each director.

The entries on such book and such notice shall be made and posted within twenty-four hours after any transfer of stock, and shall be conclusive evidence against each director and stockholder of the number of shares of stock held by each. The provisions of this section shall apply to all banking corporations formed or existing before twelve o'clock noon of the day on which this code took effect, as well as to those formed after such time. [Amendment approved January 29, 1876; in effect in sixty days.]

89 Cal. 54.