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formed or organized for the government of a portion of the state; all other corporations are private.
1887 R. S. Sec. 2575
Section 2086. Private Corporations, How Formed: Private corporations may be formed by the voluntary association of any five or more persons in the manner prescribed in this title. Provided one of such persons must be a bona fide resident of this state.
1887 R. S. Sec. 2576, amended 1899, v. Selfridge, 52 Cal. 331. A corporation 5th Ses. p. 404.
exists only in contemplation of law and FORMATION OF PRIVATE COR- by force of law, and can have no legal PORATION: In incorporating under existence beyond the state or sovergeneral law, a strict compliance with eignty by which it is created.-Rece v. all the requirements of the statutes in Newport News M. B. Ry. Co. 32 W. Va. matters of detail is not essential, and 134, 3 L. R. A. 572, 9 S. E. 212. And the the proceedings will not be held invalid right to be a corporation is a franchise, for slight defects or omissions.-Smith and to acquire a franchise under the Valley Waterworks v. San Francisco, general law, the statutory conditions 22 Cal. 434; People v. Stockton R. Co. must be complied with.--People v. Self45 Cal. 306. But a substantial compli- ridge, 52 Cal. 331. ance with the forms of an act by A private corporation is not made it the persons seeking to derive the bene. public institution by the fact that it is fits of an incorporation must be ob- subject to visitation and inspection by served and the omission of essential public officials.-Wis. Keeley Institute steps will be fatal.--Mokelumne Hill Co. v. Milwaukee Co., 95 Wis. 153, 36 L. Canal Co. v. Woodbury, 14 Cal. 424; R. A. 55, 70 N. W. 68. Harris v. McGregor, 29 Cal. 124; People
Section 2087. For What Purpose May Form: Private corporations may be formed for any purpose for which individuals may lawfully associate themselves. 1887 R. S. Sec. 2577.
could not reasonably be implied as inPURPOSE: A corporation for the cidental to the specific purpose for purpose of dealing in real estate and which it was formed, is unlawful.--Id.: carrying on any kind of real estate Stockton v. Central Ry. Co. 50 N. J. business cannot be organized under the Eq. 52, 17 L. R. A. 97, 24 Atl. 964. So section of the code providing for cor- conditions and limitations attach by porations organized for improvements law, and the exercise of any given coron real property.-Vercoutere v. Golden porate purpose cannot be destroyed or State Land Co. 116 Cal. 410, 48 Pac. 375. subverted by combining such purposes Similarly, a corporation organized for with some other under one corporation. the purpose of building a union depot -International Fraternal Alliance for railroads and of owning, maintain- State, 86 Md. 550, 40 L. R. A. 187, 39 ing, etc., different lines therefrom with- Atl. 512. And where a corporation is in the city limits, is not an ordinary organized under a general statute and railway company.--People v. Cheese- the provision and declaration of its man, 7 Colo. 376, 3 Pac. 716. In general, corporate purpose, the necessary effect when a corporation is formed for a of which is the creation of a monopoly, specific purpose, it has implied powers it is void as against public policy.incidental to that purpose, but the ex- People v. Chicago Trust Co. 130 III. 263, ercise of a power not expressed which 8 L. R. A. 497, 22 N. E. 798.
Section 2088. Articles of Incorporation: The instrument by which a private corporation is formed, is called “Articles of Incorporation." 1887 R. S. Sec. 2578.
powers of the corporation.- North The articles of incorporation under Point Consolidated Irrigation Co. which a company is organized under Utah & St. L. Canal Co. 16 Utah 246, 40 general laws have the effect of a char- L. R. A. 851, 52 Pac. 168. ter for the purpose of determining the
Section 2089. What Articles Must Set Forth:
Articles of incorporation must be prepared setting forth :
First. The name of the corporation;
Fifth. The number of its directors or trustees; and the names and residence of those who are appointed for the first year; Provided, At any time during the existence of the corporation, the number of the directors may be increased, in corporations for profit, by a majority of the stockholders of the corporation, to any number not exceeding eleven, who must be members of the corporation, whereupon a certificate, stating the number of directors, must be filed, as provided for the filing of original articles of incorporations;
Sixth. The amount of the capital stock, and the number of shares into which it is divided ;
Seventh. If there is a capital stock, the amount actually subscribed, and by whom. 1887 R. S. Sec. 2579.
the certificate does not constitute the LOCATION: A certificate which association a corporation.-People v. does not set forth the name of the city Selfridge, 52 Cal. 331. or town and county in which the prin- TERM: Where a statute provides cipal place of business of a corporation that a corporation shall not exist to is to be located, does not establish ex- exceed twenty years, but the articles istence of a corporation.-Harris v. of incorporation provide for an existMcGregor, 29 Cal. 124.
ence of fifty years, held, that the corDIRECTORS: If the articles of in- poration may exist for twenty years.-corporation do not state that a ma- People v. Cheeseman, 7 Colo. 376, 3 jority of the members were present Pac. 716. and voted at the election of directors,
Section 2090. Further Statement of Certain Corporation: The articles of incorporation of any railroad, wagon road or telegraph organization must also state:
First. The kind of road or telegraph intended to be constructed;
Second. The place from and to which it is intended to be run, and all the intermediate branches;
Third. The estimated length of the road or telegraph line. 1887 R. S. Sec. 2580.
whom. The liability of stockholders at Under provisions similar to this sec- the date of the filing is limited to those tion and the preceding, in California, it named in the articles and the was held that the articles of incorpora- amounts therein mentioned.—Monterey tion of a railroad company must fully and S. V. Ry. Co. v. Hildreth, 53 Cal. set forth amounts subscribed and by 123.
Section 2091. Articles, How Executed: The articles of incorporation must be subscribed by five or more persons, one or more of whom must be resident freeholders of this state, and acknowledged by each before some officer authorized to take and certify acknowledgments of conveyances of real property.
1887 R. S. Sec. 2581, as modified by its filing with the secretary of state 1899, 5th Ses. p. 404.
and the recorder of deeds in the county PLACE OF EXECUTION: Where wherein is situated its principal place the essential prerequisites to the for- of business, it is not necessary that mation of a corporation as prescribed such certificate be executed within the by statute are a certificate of certain limits
state.-Humphreys form, containing statements signed by Mooney, 5 Colo. 282. Under similar pro
signed by five persons and acknowl- action. ---People v. Montecito Water Co. edged by four only, stated a cause of 97 Cal. 276, 32 Pac. 236.
Section 2092. Prerequisites of Certain Corporations in Filing Articles: Each intended railroad, wagon road or telegraph corporation, before filing articles of incorporation, must have actually subscribed to its capital stock for each mile of the contemplated work, the following amount, to-wit :
First. One thousand dollars per mile of railroads;
Section 2093. Affidavit of Subscription Before Certificate Issucs: Before the secretary of state or the recorder of the county issues to any such corporation a certificate of the filing of articles of incorporation, there must be filed in his office an affidavit of the president, secretary or treasurer named in the articles that the amount of the capital stock thereof required by law has been actually subscribed. 1887 R. S. Sec. 2583.
that all of its capital stock should be BIRTH OF CORPORATION: A cor- subscribed for it to transact business. poration dates from the time of filing --Chicago K. W. R. Co. Putnam its charter and it is not prerequisite (Kan.), 12 Pac. 593.
Section 2094. Articles, Where Filed, Certificate, Term: Upon filing the articles of incorporation in the office of the county recorder of the county in which the principal business of the company is to be transacted, and a copy thereof, certified by the county recorder, with the secretary of state, and filing the affidavit mentioned in the last section, when such affidavit is required, the secretary of state or such county recorder must issue to the corporation. over his official seal, a certificate that a copy of the articles, containing the required statement of facts, has been filed in his office; and thereupon the persons executing the articles and their associates and successors shall be a body politic and corporate, by the name stated in the articles, and for the term of fifty years, unless it is in the articles of incorporoation otherwise stated, or by law otherwise specially provided. 1887 R. S. Sec. 2584.
statute, are filed in another county, Where the articles of incorporation the corporation does not become one de state one county to be the principal jure.---Martin V. Deetz, 102 Cal. 55, 36 place of business and instead of being Pac. 368. Dled in that county as required by the
Section 2095. Copy of Articles as Evidence: A copy of any articles of incorporation filed in pursuance of this Title and certified by the secretary of state, or the recorder of the proper county, must be received in all courts and other places as prima facie evidence of the facts therein stated.
Section 2096. Stockholders and Members Defined: The owners of shares in a corporation which has a capital stock, are called stockholders. If a corporation has no capital stock, the corporators and their successors are called members.
1887 R. S. Sec. 2586.
Section 2097. Prerequisite of Holding Property in Any County: No corporation formed under the provisions of this Title, shall purchase, locate, or hold, property in any county of this state, without filing a certified copy of its articles of incorporation in the office of the county recorder of the county in which such property is situated, within sixty days after such purchase or location is made. Any corporation failing to comply with the provisions of this section, must not, while so in default, maintain or defend any action or proceeding in relation to such property. 1887 R. S. Sec. 2587.
question.--Southern Pac. R.
Co. FOREIGN CORPORATIONS: In Purcell, 77 Cal. 69, 18 Pac. 886. But a California, it is held that the section failure to file copy of the articles of indoes not by its terms apply to or in- corporation with the county clerk clude foreign corporations, but applies the county in which the property of the only to domestic corporations, who corporation is situated, does not prehave filed a copy of the articles of in- vent the corporation from defending corporation with the secretary of stats an action brought against it to recover of California.-South Yuba, etc., Min. for work or labor alleged to have been Co. v. Rosa, 80 Cal. 333, 22 Pac. 222. performed on such property.--Weeks v.
PENALTY FOR NON - COMPLI- Garibaldi S. G. M. Co. 73 Cal. 599, 15 ANCE: Non-compliance with this re- Pac. 302. Likewise, the prohibition as quirement is a matter to be set up by to bringing suit does not apply to an defendant in an action for ejectment action to foreclose a mortgage.--Sarbrought by the corporation for the ings and Loan Society McKoon property. A denial of the existence of (Cal.), 52 Pac. 305. the corporation does not
raise the Section 2098. By-Laws, When and How Adopted: Every corporation formed under this Title must, within one month after filing articles of incorporation, adopt a code of by-laws for its government not inconsistent with the laws of this state. The assent of stockholders representing a majority of all the subscribed capital stock, or a majority of the members, if there be no capital stock, is necessary to adopt by-laws, if they are adopted at a meeting called for that purpose: and if such meeting be called, two weeks' notice of the same by advertisement in some newspaper published in the county in which the principal place of business of the corporation is located, or, if none be published therein, then in a paper published at the capital of the state, must be given by order of the acting president. The written assent of the holders of two-thirds of the stock subscribed, or of two-thirds of the members, if there be no capital stock, shall be effectual to adopt a code of hy-laws without a meeting for that purpose. 1887 R. S. Sec. 2588.
Under this section which provides for TIME OF ADOPTION: stock- the adoption of by-laws after the or
by-laws is acquiesced in by the share- REPEAL: A by-law of a corpora holders, the by-law is thereby waivei tion is a creature of it, acting through and will not affect the rights of the and by its stockholders, and generally persons dealing with the corporation in
for their benefit alone and the same good faith, even though uch persons
authority that enacted it may repeal it may be shareholders, if they did not or waive its operation.--Underhill v. have actual notice of the by-law.-Un- Santa Barbara, etc., Co. 93 Cal. 300, 28 derhill v. Santa Barbara, etc., Co. 93
ac. 1049. Cal. 300, 28 Pac. 1049.
Section 2099. Directors, Election of: The directors of a corporation must be elected annually by the stockholders or members, and if no provision is made in the by-laws for the time of the election, the election must be held on the first Tuesday in June. Notice of such election must be given, and the right to vote determined as prescribed in the last preceding section. 1887 R. S. Sec. 2589.
Section 2100. By-Laws, for What May Provide: A corporation may, by its by-laws, where no other provision is specially made, provide, among other things:
First. The time, place, and manner of calling and conducting its meetings;
Second. The number of stockholders or members constituting a quorum;
Third. The mode of voting by proxy ;
Fourth. The time of the annual elections of directors, and the mode and manner of giving notice thereof;
Fifth. The duties and compensation of officers;
Sixth. The manner of election, and the terms of office of all officers other than the directors; and
Seventh. Suitable penalties for violation of by-laws, not exceeding, in any case, one hundred dollars for any one offense. 1887 R. S. Sec. 2590.
R. A. 68 This provision is construed TIME AND PLACE: Sufficient no- as not intending to authorize a by-law tice to stockholders is given by charter forbidding all the stockholders from or by-law which fixes the time and casting proxy votes.-People's Home place.--Morrill v. Little Falls Manu- Sav. Bank v. Superior Court, 104 ('al. facturing Co. 53 Minn. 371, 20 L. R. A. 649, 38 Pac. 452. 174, 55 N. W. 547. When there is no PROXY AGREEMENTS: A written provision, see Sec. 2117.
agreement between purchasers PROXIES: The regulation of a cor- stock that they will for five years "reporation that Vites may be cast by tain the power to vote the shares in proxy is a reasonable regulation, uni- one body and that the vote which shall form in its application and works no be cast by said shares shall be deterwrong on any of the stockholders.- mined by ballot between them or their Detwiler v. Commonwealth, 131 Pa. survivors" is a proxy authorizing the 614, 7 L. R. A. 357, 18 Atl. 990. A proxv vote of all the stock to be cast in armade by the holder of stock while he cordance with the determination of the was enjoined from voting it directly on majority-Smith v. S. F. and N. P. R. the ground of public policy, cannot Co. 115 Cal. 584, 47 Pac. 582, 35 L. R. A. carry the right to vote it.-Clarke v. 309. Central R. Co. 50 Fed. Rep. 338, 15 L.
Section 2101. “Book of By-Laws,” Public; Amendments—How Made: All by-laws adopted must be certified by a majority of the directors and the secretary of the corporation, and copied in a legible hand in some book kept in the principal office of the corporation in this state, to be known as the "Book of By-Laws,'