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CHAMBERS OF COMMERCE, BOARDS OF

TRADE, ETC.

The following Act was codified by the Legislature of 1905 (see Sections 591 to 592e of the Civil Code), but is placed herein for the reason that, under Section 288 of the Civil Code, it is applicable to all corporations formed under its provisions :

An Act to provide for the formation of chambers of com

merce, boards of trade, mechanic institutes, and other kindred protective associations.

[Approved March 31, 1866. Amended March 10, 1885.]

The People of the State of California, represented in Senate

and Assembly, do enact as follows:

SECTION 1. That corporations for the formation and organization of chambers of commerce, boards of trade, mechanic institutes, and other associations for the extension and promotion of trade and commerce, or the advancement, protection, and improvement of the mechanic arts and sciences, may be formed and organized according to the provisions of this Act, and such corporations, and the members thereof, shall be subject to the liabilities herein imposed, and to none other.

SEC. 2. Any twenty or more persons who may desire to form a corporation for either of the purposes specified in the preceding section, shall make, sign, and acknowledge, before some officer competent to take the acknowledgment of deeds, and file in the office of the County Clerk of the county in which the principal place of business of the company is intended to be located, and a certified copy thereof in the office of the Secretary of State, a certificate in writing, in which shall be stated the corporate name of the corporation, the object for which the corporation shall be formed, the time of its existence, not to exceed fifty years, and the name of the city or town, and county, in which the principal place of business of the corporation is to be located.

SEC. 3. A copy of any certificate of incorporation filed in pursuance of this Act and certified by the County Clerk of the

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county in which it is filed, or his deputy, or by the Secretary of State, shall be received in all courts, actions, proceedings, and places, as presumptive evidence of the facts therein stated.

SEC. 4. When the certificate provided for in section two of this Act shall have been filed as therein provided, the persons who shall have signed and acknowledged the same, and such persons as shall thereafter become their associates or cessors, shall be a body politic and corporate, and by their corporate name have succession for the period limited, and power :

First-To sue and be sued in any court;

Second-To make and use a common seal, and to alter the same at pleasure;

Third—To lease, purchase, hold, sell, mortgage, convey in trust, convey, release from trust or mortgage, such real and personal estate as hereinafter provided in this Act;

Fourth-To elect or appoint such officers, agents, and servants as the business of the corporation shall require ;

Fifth-To make by-laws, not inconsistent with the laws of this State, providing for the organization of the corporation and the management of its affairs.

SEC. 5. Corporations formed under this Act may have a capital stock, and may issue certificates to represent shares of such capital stock; provided, that the certificate directed in the second section of this Act to be executed and filed shall contain a statement of the amount of such capital stock and the number of shares into which it is divided; and, provided, further, that the rights and privileges to be accorded to stockholders, as distinct from those to be accorded to members at large of the corporation, and the obligations to be imposed upon stockholders in the same relation, shall be fixed and established in the by-laws of each of such corporations.

SEC. 6. Corporations formed under this Act may confer upon a board of trustees or directors, or upon a body to be styled the executive committee of the corporation, the right to exercise all or any portion of the corporate powers of the corporation; provided, that the certificate directed by the second section of this Act to be executed and filed in those cases in which the right to exercise the corporate powers is confined to a board of trustees or directors, or to a body to be styled the executive committee of the corporation, shall state the fact, and also whether the right is limited or otherwise, and in such corporations the said certificate shall also state the number of such trustees or directors, or committee, and the names of those who shall have been selected to manage the affairs of the corporations for the first six months.

SEC. 7. Corporations formed under the provisions of this Act shall be capable in law to lease, purchase, have, hold, use, take possession of, and enjoy, in fee simple, or otherwise, any personal or real estate within this State necessary for the uses and purposes of such corporation, and the same to sell, lease, deed in trust, alien, and dispose of at their pleasure. All real estate owned by the corporation shall be held in the name of the same, and all conveyances made by such corporation shall be signed by the president and secretary, and attested by the corporate seal; provided that no corporation formed under this Act shall engage in any mercantile, commercial, or mechanical business. [Amendment approved March 10, 1885.]

Sec. 8. The by-laws of all corporations formed under the provisions of this Act without capital stock shall prescribe how members of the corporation shall be admitted, and how expelled, and how officers, agents, and servants shall be elected or appointed ; and such provisions in the by-laws of any such corporation shall have full force and effect as between private parties and said corporation.

SEC. 9. Corporations formed under the provisions of this Act shall determine by their by-laws the manner of calling and conducting their meetings, the number of members that shall constitute a quorum, the manner of levying and collecting assessments, the officers of the same, and the manner of their election or appointment, and their tenure of office; and may prescribe suitable penalties for the violation of their by-laws, not exceeding in any case one hundred dollars for any one offense.

SEC. 10. Corporations formed under the provisions of this Act having no board of trustees, or directors, or executive committee, shall have power to levy and collect from the members thereof, for the purpose of paying the proper and legal expenses of such corporation, assessments in the manner which may be prescribed by the by-laws of such corporation, and not otherwise.

SEC. 11. Any existing corporation, association, or institution formed for either of the purposes contemplated by this Act, may, by a vote of a majority of the members voting at a meeting called specially for the purpose, become entitled to the

benefit of this Act on filing the certificate required by this Act; provided, a notice of the meeting and its object shall be published in a paper of general circulation in the county in which the principal place of business of such corporation, association, or institution is located, for at least ten days previous to the day on which such meeting is to be held; and, provided, further, that the certificate herein provided to be filed shall be signed and acknowledged by at least five of the members of such corporation, association, or institution, and contain a list of the members who desire to become members of the corporation. And upon the filing of such certificate as provided by this Act, the persons signing and acknowledging the same, and those named therein, and such persons as shall thereafter become their associates or successors, shall be a body politic and corporate, with all the powers and privileges conferred by this Act, and shall thereupon succeed and become entitled to all the rights, franchises, and property of such corporation, association, or institution.

SEC. 12. This Act shall be in force from and after its passage; and all corporations formed under it are hereby exempted from the operation of all laws and parts of laws inconsistent with its provisions.

ASSOCIATIONS FOR LENDING MONEY ON PER

SONAL PROPERTY.

An Act to provide for the incorporation of associations for

lending money on personal property, and regulating the same, and to forbid certain loans of money, property or credit.

[Approved March 21, 1905.]

The People of the State of California, represented in Senate and

Assembly, do enact as follows:

SECTION 1. Any corporation which shall be incorporated under the general incorporation laws of this State, and the provisions of this Act, authorized by its articles of incorporation to loan money at interest upon the pledge or mortgage of goods or chattels, or of safe securities, shall be granted all the powers

and privileges necessary for the execution of these purposes ; provided, that nothing herein contained shall authorize any such corporation to engage in the business of banking.

SEC. 2. Corporations may be organized under the provisions of this Act, with a capital stock of fifty thousand dollars ($50,000.00), or over, but no business shall be transacted by any such corporation until all the capital stock of such corporation has been actually and in good faith subscribed, and at least fifty per centum thereof shall have actually been paid in, in cash, or in interest-bearing securities, to be approved by the Board of Bank Commissioners.

SEC. 3. Any such corporation, before transacting any business, shall be required to obtain from the Board of Bank Commissioners a license in the form to be prescribed by them, authorizing such corporation to transact business in pursuance of the provisions of this Act.

SEC. 4. Every corporation applying for a license under this Act shall, at the time of making the application, execute and file a bond, to the people of the State, in an amount equal to one twentieth of its capital stock, with the Board of Bank Commissioners, to be approved by them, conditioned for the faithful performance of the duties and obligations pertaining to the business so licensed and for a faithful compliance with the provisions of this Act. Said bond shall be executed by a domestic or foreign corporation authorized by the Insurance Commissioner to transact within this State, the business of surety insurance as surety. Such bond shall be renewed and refiled annually, in January of each year, or the corporation shall, within thirty days thereafter, cease doing business and proceed to close up its affairs.

Sec. 5. Such corporations when they have disposable funds may make advances on all goods, chattels and savings bank deposit books, or on all safe securities offered, embraced within its rules and regulations, but in no case shall the amount loaned to any one person exceed the sum of three hundred dollars ($300.00).

SEC. 6. Such corporation shall be entitled to charge and receive upon each loan made by it upon a mortgage of personal property, which charge shall include all services of every character in connection with said loan, except upon the foreclosure of the security, interest or discount at a rate not

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