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SEC. 5. The by-laws and all amendments must be recorded in a book and kept in the office of the association, and a copy, certified by the directors, must be filed in the office of the County Clerk where the principal business is transacted.

SEC. 6. The property of such association shall be subject to judgment and execution for the lawful debts of the association. The interest of a member in such association, if sold upon execution, or any judicial or governmental order whatever, can not authorize the purchaser to have any right, except to succeed, as a member in the association, with the consent of the directors, to the rights of the member whose interest is thus sold. If the directors shall choose to pay or settle the matter after such sale, they may either cancel the membership, and add the interest thus sold to the assets or common property of the association, or re-issue the share or right to a new member upon proper payment therefor, as the directors may determine.

SEC. 7. The purpose of the business may be altered, changed, modified, en larged, or diminished by a vote of two thirds of all the members, at a special election to be called for such purpose, of which notice must be given the same as the by-laws shall provide for election of directors.

SEC. 8. The by-laws shall provide for the time and manner in which profits shall be divided between the members, and what proportion of the profits, if any, shall be added to the common property or funds of the association. But the by-laws may provide that the directors may suspend or pass the payment of any such profit, or installment of earnings, at their discretion.

SEC. 9. Every association formed under this Act shall have power of succession by its associate name for fifty years; to, in such name, sue and be sued in any court; to make and use a common seal, and alter the same at pleasure; to receive by gift, devise, or purchase, hold, and convey real and personal property, as the purposes of the association may require; to appoint such subordinate agents or officers as the business may require; to admit associates or members, and to sell or forfeit their interest in the association for default of installments, or dues, or work, or labor required, as provided by the by-laws; to enter into any and all lawful contracts or obligations essential to the transaction of its affairs, for the purpose for wbich it was formed, and to borrow money, and issue all such notes, bills, or evidences of indebtedness or mortgage as its by-laws

may provide for; to trade, barter, buy, sell, exchange, and to do all other things proper to be done for the purpose of carrying into effect, the objects for which the association is formed.

SEC. 10. Two or more associations formed and existing under this Act may be consolidated together, upon such terms, and for such purposes, and by such name, as may be agreed upon, in writing, signed by two thirds of the members of each such association. Such agreement must also state all the matters necessary to articles of association, and must be acknowledged by the signers before an officer competent to take an acknowledgment of deeds in this State, and be filed in the office of the Secretary of State, and a certified copy thereof be filed in the office of the County Clerk of the county where its principal business is to be transacted; and from and after the filing of such certified copy, the former associations comprising the component parts shall cease to exist, and the consolidated association shall succeed to all the rights, duties, and powers of the component associations, and be possessed of all the rights, duties, and powers prescribed in the agreement of consolidated association not inconsistent with this Act, and shall be subject to all the liabilities and obligations of the former component associations, and succeed to all the property and interests thereof, and may make by-laws and do all things permitted by this Act.

SEC. 11. Any association formed or consolidated under this Act may be dissolved and its affairs wound up voluntarily by the written request of two thirds of the members. Such request shall be addressed to the directors and shall specify reasons why the winding up of the affairs of the association is deemed advisable, and shall name three persons who are members to act in liquidation and in winding up the affairs of the association, a majority of whom shall thereupon have full power to do all things necessary to liquidation; and upon the filing of such request with the directors, and a copy thereof in the office of the County Clerk of the county where the principal business is transacted, all power of the directors shall cease and the persons appointed shall proceed to wind up the association, and realize upon its assets, and pay its debts, and divide the residue of its money among the members, share and share alike, within a time to be named in said written request, or such further time as may be granted them by two thirds of the members, in writing, filed in the office of said County Clerk; and upon the completion of such liquidation the said association shall be deemed dissolved. No receiver of any such association, or of any property thereof, or of any right therein, can be appointed by any court, upon the application of any member, save after judgment of dissolution for usurping franchises at the suit of the State of California by its Attorney-General.

SEC. 12. The right of any association claiming to be organized under this Act to do business may be inquired into by quo warranto, at the suit of the Attorney-General of this State, but not otherwise.

SEC. 13. This Act being passed to promote association for mutual welfare, the words “lawful business" shall extend to every kind of lawful effort for business, educational, industrial, benevolent, social, or political purposes, whether conducted for profit or not, and this Act shall not be strictly construed, but its provisions must at all times be liberally construed, with a view to effect its object and to promote its purposes.

SEC. 14. This Act shall take effect immediately.

REFERENCE TO STATUTES ENACTED PRIOR TO

THE ACT ESTABLISHING A CIVIL CODE,

on the 1st day of

which took effect at 12 o'clock noon

January, 1873.

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NOTE.-In the case of Samuel G. Murphy, Respondent, vs. Pacific Bank, Appellant (119 Cal., p. 334), the opinion written by Supreme Court Commissioner Haynes and concurred in by Supreme Court Commissioner Chipman and Belcher (decision of the Court in accordance therewith, concurred in by Justices Garoutte, Harrison, and McFarland), reads as follows:

It is further contended by respondent that the Act of 1862 was repealed by Section 288 of the Civil Code. That said Act was repealed so far that new corporations could not be formed under it, there is no doubt; but, so far as corporations theretofore formed under it were concerned, it remained in force, not only so far as might be necessary to sustain their existence as corporations, but to fix their character, define their powers, duties, obligations, and liabilities, except in so far as these were modified, altered, or repealed by inconsistent Code provisions relating to such corporations."

Section 288 of the Civil Code reads as follows:

“ § 288. No corporation formed or existing before twelve o'clock, noon, of the day upon which this Code takes effect, is affected by the provisions of Part IV of Division First of this Code, unless such corporation elects to continue its existence under it as provided in Section 287; but the laws under which such corporations were formed and exist are applicable to all such corporations, and are repealed, subject to the provisions of this section.”

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LIST OF STATUTES AFFECTED BY THE FOREGOING

DECISION. Year.

Page. 1850 273 An Act to provide for the incorporation of col

leges. Amended 1855, p. 110; 1867-8, pp. 69, 218; 1869-70, p. 419. Supplemented 1863, p. 775; 1871-2, p. 10. Amended 1873-4, p. 85.

Year. 1850

Påge.
347 An Act concerning corporations. Amended 1851,

pp. 424, 426. Repealed 1851, p. 433, sec. 31.
Amended 1852, p. 168; 1853, pp. 92, 140, 176;
1854, p. 53; 1858, pp. 57, 264; 1859, p. 87;
1861, p. 84; 1862, pp. 17, 110, 125; 1863,
pp. 34, 747, 766; 1865-6, p. 748; 1869-70,
pp. 46, 402; 1871-2, p. 443; 1875-6, p. 730.
Supplemented 1858, p. 264; 1862, p. 17;
1865-6, p. 23; 1871-2, p. 443. Amended 1875-6,

p. 730. Extended 1857, p. 75; 1858, p. 57. 433 An Act to provide for the incorporation of rail

road companies. Supplemented 1852, p. 172. Repealed 1853, p. 114. (See Act of 1853,

1851

p. 99.)

1851

1852

1853

p. 526.

1853

523 An Act to provide for the incorporation of

mutual insurance companies. 171 An Act to provide for the incorporation of water

companies. (See Act, Statutes 1858, p. 218.) 87 An Act to provide for the formation of corpora

tions for certain purposes. Amended 1855, p. 205 ; 1858, p. 133; 1859, p. 93; 1863, p. 736 ; 1863-4, p. 149; 1869-70, pp. 132, 364; 1871-2,

Supplemented 1857, p. 121; 1858, p. 133; 1859, p. 93; 1869-70, pp. 132, 364. 99 An Act to provide for the incorporation of rail

road companies. Amended 1854, p. 82; 1855, p. 100; 1856, p. 89; 1857, p. 197; 1858, pp. 317, 326. Repealed 1861, p. 627. (See Act

of 1861, p. 607.) 114 An Act for the incorporation of wagon-road com

panies. Amended 1856, p. 71. 169 An Act to authorize the formation of corpora

tions for the construction of plank or turnpike roads.

Amended 1854, p. 74; 1857, pp. 171, 280 ; 1858, pp. 145, 265. 274 An Act to amend an Act relating to corporations.

(Relates only to those formed for the purpose

of erecting Odd Fellows' halls.) 75 An Act to further extend the Act concerning

corporations, passed April 22, 1850.

1853

1853

1853

1857

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