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any joint bridge, that only the county's portion of said joint bridge, as may be settled by said agreement, shall be paid from the said funds; and, provided, that in no event shall the county pay more than one half the cost of construction, repair, or reconstruction of any such joint bridge.

SEC. 3. All Acts or parts of Acts in conflict herewith are hereby repealed.

SEC. 4. This Act shall take effect from and after its passage.

OFFICIAL BONDS.

An Act to facilitate the giving of bonds required by law.

[Approved March 12, 1885.]

The People of the State of California, represented in Senate

and Assembly, do enact as follows:

SECTION 1. Whenever any person who now or hereafter may be required or permitted by law to make, execute, and give a bond or undertaking, with one or more sureties, conditioned for the faithful performance of any duty, or for the doing or not doing of anything in said bond or undertaking specified; any head of department, board, court, judge, officer, or other person, who is now or shall hereafter be required to approve the sufficiency of any such bond or undertaking, or the sureties thereon, may accept as sole and sufficient surety on such bond or undertaking, any corporation incorporated under the laws of any State of the United States for the purpose of making or guaranteeing bonds and undertakings required by law, and which shall have complied with all the requirements of the laws of this State regulating the admission of such corporation to transact such business in this State; and all such corporations are hereby vested with full power and authority to make and guarantee such bonds and undertakings, and shall be subject to all the liabilities and entitled to all the rights of natural persons sureties.

SEC. 2. It is furthe provided that the guaranty of any ich company shall not be accepted by heads of departments or others, as provided in section one of this Act, whenever its liabilities shall exceed its assets, as ascertained in the manner provided in section three of this Act.

SEC. 3. Whenever the liabilities of any such company shall exceed its assets, the Insurance Commissioner shall require the deficiency to be paid up within sixty days, and if it is not so paid up, then he shall issue a certificate showing the extent of such deficiency, and he shall publish the same once a week for three weeks in a daily San Francisco paper, and thenceforth, and until such deficiency is paid up, such company shall not do business under the provisions of this Act. And in estimating the condition of any such company under the provisions of this Act, the Commissioner shall allow as assets only such as are authorized under existing laws at the time, and shall charge as liabilities, in addition to eighty per cent of the capital stock, all outstanding indebtedness of the company and a premium reserve equal to fifty per centum of the premiums charged by said company on all risks then in force. Nothing herein contained shall apply to bonds given in criminal cases. SEC. 4. This Act shall take effect immediately.

72 Cal. 13; 97 Cal. 355.

COOPERATIVE BUSINESS CORPORATIONS.

The following Act was codified by the Legislature of 1905 (see Section 653a 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 define cooperative business corporations, and to provide for the organization and government thereof.

(Approyed April 1, 1878.] The People of the State of California, represented in Senate

and Assembly, do enact as follows:

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SECTION 1. A coöperative business corporation is a poration formed for the purpose of conducting any lawful business and of dividing a portion of its profits among persons other than its stockholders. Coöperative business corporations shall be formed under and governed by division one,

part four, title one, of the Civil Code of this State, and when so formed, may, in their by-laws, in addition to the matters enumerated in section three hundred and three of said Code, provide :

First-For the number of votes to which each stockholder shall be entitled; and,

Second—The amount of profits which shall be divided among persons other than the stockholders, and the manner in which and the persons among whom such division shall be made.

SEC. 2. This Act shall be in force from and after its passage.

COOPERATIVE ASSOCIATIONS.

The following Act was codified by the Legislature of 1905 (see Sections 6536 to 6531 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 incorporation, operation, and man

agement of cooperative associations.

(Approved March 27, 1895.]

The People of the State of California, represented in Senate

and Assembly, do enact as follows:

SEC 1. It shall be lawful for five or more persons to form a coöperative association for the purpose of transacting any lawful business. Such associations shall not have or issue any capital stock, but shall issue membership certificates to each member thereof, and such membership certificates can not be assigned so that the transferee thereof can by such transfer become a member of the association except by the resolution of the board of directors of the association. But by the resolution of consent of the board of directors, such certificates may be transferred, so that the transferee may become a member in lieu of the last former holder thereof.

SEC. 2. In such association the rights and interests of all members shall be 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 shall be entitled to cast one vote and no more. All persons above the age of eighteen years, regardless of sex, shall be eligible to membership, if otherwise qualified and elected as the by-laws may provide. The by-laws shall 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.

SEC. 3. Every association formed under this Act shall prepare articles of association, in writing, which shall set forth: 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 shall be filed in the office of the Secretary of State, who shall furnish a certified copy thereof, which shall be filed in the office of the County Clerk of the county where the principal business of such association is to be transacted; and from the time of such filing in the office of said County Clerk the association shall be complete, and shall have and exercise all the powers for which it was formed.

Sec. 4. Every association formed under this Act must, within forty days after it shall so become an association, adopt a code of by-laws for the government and management of the association, not inconsistent with this Act. A majority of all the associates shall be 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 can not be amended or modified except by the vote of a majority of all the members, after notice of the proposed amendment shall be given, as the by-laws may provide. Such association may, by its code of 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 term of office, the mode and manner of their removal, the mode and manner of filling vacancies in the board caused by death, resignation, removal, or otherwise, and the power and authority of such directors, and how many thereof shall be necessary to the exercise of the powers of such directors, which must be at least a majority; the compensation of any of the directors, or of any officer; the number of the officers, if any, other than the directors, and their term of office; the mode of removal, and the method of filling a vacancy; the mode and manner of conducting business; the mode and manner of conducting elections, and may provide for voting by ballots forwarded by mail or otherwise; provided, the method shall secure the secrecy of the ballot; the mode and manner of succession of membership, and the qualifications for membership, and on what conditions, and when membership shall cease, and the mode and manner of expulsion of a member, subject to the right that an expelled member shall have a right to have the board of directors appraise his interest in the association in either money, property, or labor, as the directors shall deem best, and to have the money, property, or labor so awarded him paid, or delivered, or performed within forty days after expulsion; the amount of membership fee, and the dues, installments, or labor which each member shall be required to pay or perform, if any, and the manner of collection or enforcement and for forfeiting or selling of membership interest for non-payment or non-performance; the method, time, and

of permitting the withdrawal of a member, if at all, and how his interest shall be ascertained, either in money or property, and within what time the same shall be paid or delivered to such member; the mode and manner of ascertaining the interest of a member at his death, if his legal representatives or none of them desire to succeed to the membership, and whether the same shall be paid to his legal representatives in money, or property, or labor, and within what time the same shall be paid, or delivered, or performed; such other things as may be proper to carry out the purpose for which the association was formed.

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