effect, as any other property. [Amendment approved March 20, 1905; in effect in sixty days.] 80 Cal. 341; 86 Cal. 283; 98 Cal. 313. Note.-§ 388. This section as it stood applies only to corporations authorized to receive tolls, and is probably unconstitutional as creating a special law where a general law may be made applicable. (See Krause vs. Durbrow, 19 Cal. Dec. 93.) The amendment makes the section applicable to all corporations. § 389. The purchaser at the sale must receive a certificate of purchase of the franchise, and be immediately let into the possession of all property necessary for the exercise of the powers and the receipt of the proceeds thereof, and must thereafter conduct the business of such corporation, with all its powers and privileges, and subject to all its liabilities, until the redemption of the same, as hereinafter provided. § 390. The purchaser, or his assignee, is entitled to recover any penalties imposed by law and recoverable by the corporation for an injury to the franchise or property thereof, or for any damages, or other cause, occurring during the time he holds the same, and may use the name of the corporation for the purpose of any action necessary to recover the same. A recovery for damages or any penalties thus had is a bar to any subsequent action by or on behalf of the corporation for the same. § 391. The person, company, or corporation whose franchise is sold, as in this article provided, in all other respects retains the same powers, is bound to the discharge of the same duties, and is liable to the same penalties and forfeitures, as before such sale. [Amendment approved March 20, 1905; in effect in sixty days.] Note. § 391. The amendment makes the section applicable to persons and companies as well as to corporations. § 392. Redemption from any such sale may be had as provided in the Code of Civil Procedure in the case of redemptions from sales of real estate on execution. [Amendment approved March 20, 1905; in effect in sixty days.] Note.-§ 392. The amendment makes applicable to an execution sale of franchises the law of redemption applicable to other sales of real property. § 393. The sale of any franchise under execution must be made in the county in which the corporation has its principal place of business, or in which the property, or some portion thereof, is situated. [Amendment approved March 20, 1905; in effect in sixty days.] Note. § 393. Omits the words "upon which the taxes are paid," that having had apparently no relevancy to the section. CHAPTER IV. EXTENSION AND DISSOLUTION OF CORPORATIONS. SEC. 399. Proceedings to disincorporate. [Repealed March 21, 1905; in effect in sixty days.] 400. On dissolution, directors to be trustees for creditors. 401. Any corporation may extend its corporate existence, how. 403. Title I to apply to all corporations, with certain exceptions. § 399. [Repealed March 21, 1905; in effect in sixty days.] Note. § 399. This section, which purports merely to designate the place in the Code of Civil Procedure where the dissolution of corporations is provided for, does not state any rule of law and constitutes but an imperfect index to the provisions referred to. § 400. Unless other persons are appointed by the court, the directors or managers of the affairs of a corporation at the time of its dissolution are trustees of the creditors and stockholders or members of the corporation dissolved, and have full power to settle the affairs of the corporation. [Amendment approved March 21, 1905; in effect in sixty days.] 84 Cal. 358; 100 Cal. 119; 101 Cal. 147. Note. $ 400. The change consists in the substitution of the word "a" for "such." § 401. Every corporation formed for a period less than fifty years, may, at any time prior to the expiration of the term of its corporate existence, extend such term to a period not exceeding fifty years from its formation. Such extension may be made at any meeting of the stockholders or members called by the directors expressly for considering the subject if voted by stockholders representing two thirds of the capital stock; or by two thirds of the members; or may be made upon the written assent of two thirds of the members or of stockholders representing two thirds of the capital stock. A certificate of the proceedings of the meeting upon such vote, or upon such assent, must be signed by the chairman and secretary of the meeting and a majority of the directors, and be filed in the office of the County Clerk where the original articles of incorporation were filed, and a certified copy thereof in the office of the Secretary of State, and thereupon the term of the corporation is extended for the specified period. [Amendment approved March 21, 1905; in effect in sixty days.] 109 Cal. 582; 122 Cal. 339. Note. § 401. The design of the amendment is to require the written assent of stockholders representing two thirds of the capital stock instead of permitting two thirds in number of the stockholders to act by their written consent. The change consists in the substitution of the words "two thirds of the members or of stockholders representing two thirds of the capital stock" in place of that number of stockholders or members. § 402. [Repealed; in effect July 1, 1874.] § 403. [Repealed March 20, 1905; in effect in sixty days.] 109 Cal. 582; 122 Cal. 339. Note.-See note to § 403 in Chapter V. CHAPTER V. GENERAL PROVISIONS AFFECTING CORPORATIONS. SEC. 403. Title one to apply to all corporations, with certain exceptions. 404. Power of the Legislature to amend or repeal this part, or any title, chapter, article, or section thereof, and to dissolve all corporations created thereunder. § 403. The provisions of this title are applicable to every corporation, unless such corporation is excepted from its operation, or unless a special provision is made in relation thereto inconsistent with some provision in this title, in which case the special provision prevails. [New section; approved March 20, 1905; in effect in sixty days.] Note.-§§ 403, 404. Adds a new chapter, entitled "General Provisions Affecting Corporations." Said chapter is made up of the old Section 403, which now stands in a chapter entitled "Extension and Dissolution of Corporations," and of the matter now in Section 384, which now stands in a chapter entitled "Examination of Corporations." The object of the rearrangement is the placing of the sections under a more appropriate chapter heading. $ 404. The Legislature may at any time amend or repeal this part, or any title, chapter, article, or section thereof, and dissolve all corporations created thereunder; but such amendment or repeal does not, nor does the dissolution of any such corporation, take away or impair any remedy given against any such corporation, its stockholders or officers, for any liability which has been previously incurred. [New section; approved March 20, 1905; in effect in sixty days.] Note. See note to preceding section. CHAPTER VI. FOREIGN CORPORATIONS. SEC. 405. Designation of person on whom process may be served. Service on the Secretary of State, when valid. 406. Foreign corporations, statute of limitations in favor of. Proof of corporate existence. Change of designation. 407. Foreign railway corporations, rights of in this State. 408. Foreign corporations to file certified copies of articles of incor poration. 409. Foreign corporations, fees to be paid by, on filing certified copies of articles of incorporation. 410. Foreign corporations, penalty for failure to file certified copies of articles of incorporation. § 405. Every corporation other than those created by or under the laws of this State must, within forty days from the time it commences to do business therein, file in the office of the Secretary of State a designation of some person residing within the State upon whom process issued by authority of or under any law of this State may be served. A copy of such designation, duly certified by the Secretary of State, is sufficient evidence of such appointment. Such process may be served on the person so designated, or, in the event that no such person is designated, then on the Secretary of State, and the service is a valid service on such corporation. [New section; approved March 21, 1905; in effect in sixty days.] 138 Cal. 738; 145 Cal. 601. Note.-§§ 405, 406, 407. These sections codify the statute of 1889, page 111, and section 1, statute of 1880, page 21. § 406. Every corporation which complies with the provisions of this chapter is thereafter entitled to the benefit of the laws of this State limiting the time for the commencement of civil actions, but no corporation not created by or under the laws of this State is entitled to the benefit thereof, nor can any such corporation maintain or defend any action or proceeding in any court of this State until the corporation has complied with the provisions of the preceding section. In any action or proceeding instituted against any body styled as a corporation, but not created by nor under the laws of this State, evidence that such body has acted as a corporation, or employed methods usually employed by corporations, must be received by the court for the purpose of proving the existence of such corporation, the sufficiency of such evidence to be determined by the court with like effect as in other cases. Every corporation which has complied with the laws then in force, requiring it to make and file a designation of the person upon whom process against it may be served, need not make or file any further designation. Any designation heretofore or hereafter made may be revoked by the filing by the corporation with the Secretary of State of a writing stating such revocation. Within forty days after the death or removal from the State of any person designated by the corporation, or after the revocation of the designation, the corporation must make a new designation, or be subject to the provisions and penalties of this chapter. [New section; approved March 21, 1905; in effect in sixty days.] Note. See note to § 405. § 407. Every railway or other corporation organized for the purpose of carrying freight or passengers under or by virtue of the laws of the United States, or of any State or Territory thereof, may build railroads, exercise the right of eminent domain, and transact any other business which it might do if it were created and organized under or by virtue of the laws of this State, and has the same rights, privileges, and immunities, and is subject to the same laws, penalties, obligations, and burdens as if created or organized under and by virtue of the laws of this State. Nothing contained in this section shall be construed to exempt any corporation from any duty or liability imposed upon it by any of the provisions of this chapter. [New section; approved March 21, 1905; in effect in sixty days.] Note. See note to § 405. |