dent on the power of all the respective companies to consolidate and the validity of such consolidation; otherwise there was to be no obligation. It seems to us the dissenting opinion misses the real scope of the matters involved and decided.

In an early case24 it was said: "This provision does not go to the extent of precluding a private person from denying the existence de jure or de facto [meaning both]. . . . It must be a corporation either de jure or de facto, or it has no legal capacity to sue or be sued, nor any capacity of any kind. It is an indispensable allegation in an action by a corporation that the plaintiff is a corporation; and it results from the logic of pleading that the opposite party may deny the allegation. . . . To say that the 'due incorporation' can not be inquired into does not mean that no inquiry can be made as to whether it is a corporation," but that irregularity in performance or omission of many things would not affect even the de jure existence of the corporation. The court, continuing, said a body of men can not meet and declare that they constitute a corporation, notwithstanding they do not adopt Articles of Incorporation, nor subscribe for capital stock, nor elect officers, nor perform any other act of organization, nor transact any business except that in question in the suit. This clearly draws the distinction between the cases where the question can and can not be raised. The language above quoted was quoted with approval in a later case.25 This case attempts to define a de facto corporation. It says: "What is a corporation de facto?

24 Oroville etc. Co. v. Plumas Co., 37 Cal. 354, 360.

25 Martin v. Deetz, 102 Cal. 55, 64, 41 Am. St. Rep. 151, 36 Pac. 368, and both of above cases were cited as authority in People v. Reclamation Dist., 130 Cal. 607, 613, 63 Pac. 27, and Barnes v. Board of Supervisors, 13 Cal. App. 760, 766, 110 Pac. 820; Jaques v. Yuba Co., 24 Cal. App. 383, 141 Pac. 404, and Tulare etc. Dist. v. Shepard, 185 U. S. 1, 46 L. Ed. 773, 22 Sup. Ct. 531.

It exists when a number of persons have organized and acted as a corporation; have put on the habiliments of a corporation; have assumed the form and features of a corporation; have conducted their affairs to some extent, at least, by the methods and through the officers usually employed by corporations; have assumed the appearance, at least, of the counterfeit presentment of a legal corporate body." This language has been quoted with approval in later cases.20

Quo warranto is the proper and only proceeding to test the right to a franchise to exist, or to procure a judgment of its forfeiture. It was held27 that if it is claimed the proceedings were so defective that the persons acting never became a corporation, then the proceeding should be against the persons, and that it is error to join the alleged corporation, for doing so admits that it is a corporation. The meaning of various parts of the opinion, as applied to the facts and pleadings in the case, is ascertained with great difficulty. Without expressly so declaring, this case was later virtually overruled on the point that the corporation could not be joined in the proceeding.28 In endeavoring to distinguish the cases it was said that in the present case it is alleged that the corporation is a de facto corporation (and it is proper to make it a defendant with those persons who constitute it), while in the Stanford case it was alleged it was not a corporation (but examination of the Stanford case shows the corporation was

26 Reclamation Dist. v. McPhee, 13 Cal. App. 382, 109 Pac. 1106, and Barnes v. Board of Supervisors, 13 Cal. App. 760, 766, 110 Pac. 820.

27 People v. Stanford, 77 Cal. 360, 2 L. R. A. 92, 18 Pac. 85, 19 Pac. 693. It was held in People v. Gunn, 85 Cal. 238, 244, 24 Pac. 718, that the doctrine of the Stanford case could not apply to a municipal corporation.

28 People v. Montecito etc. Co., 97 Cal. 276, 33 Am. St. Rep. 172, 32 Pac. 236.

at least de facto if not de jure). We may, therefore, conclude that the Stanford case is no longer of any importance in these matters.

MUST MAINTAIN OFFICE IN STATE-TRANSFER RECORDS, INSPECTION OF

Article 12, section 14, of the constitution is as follows:

Every corporation (except religious, etc.) doing business in this state shall have and maintain an office or place in this state for the transaction of business, where transfers of stock shall be made, and in which shall be kept for inspection by every person having an interest therein, and legislative committees, books in which shall be recorded the amount of capital stock subscribed, and by whom; the names of the owners of its stock, and the amounts owned by them respectively; the amount of stock paid in, and by whom; the transfers of stock; the amount of its assets and liabilities, and the names and places of residence of its officers.

The Civil Code, section 290, requires the place of this office (principal place of business) to be stated in the Articles. For method of transfer, see that subject.

This section of the constitution is broad enough to include foreign corporations doing business in this state, for it says "every corporation doing business in this state." The legislature and the courts have gone far in exercising power over such corporations, like the attempt to attach the cumulative method of voting at their elections and stockholders' liability for the debts of the corporation; the provision of the constitution to the effect that no foreign corporation shall be allowed to conduct business in this state under more favorable conditions than domestic corporations being considered by many lawyers (we think clearly erroneously) sufficient authority to cover most cases which

could arise. No attempt has yet been made, so far as has come to our knowledge, to compel a foreign corporation doing business in this state to keep the matters mentioned in this section at an office in this state. Certainly the form of expression of this section would make it self-executing.

The courts have given consideration to this section in only two cases thus far, although citing it in a number. It has been held that a stockholder has the right to inspect all books, etc., even if his design is to injure the business of the company; the law takes no account of his motives.29

2 Johnson v. Langdon, 135 Cal. 624, 87 Am. St. Rep. 156, 67 Pac. 1050; Gavin v. Pacific Coast etc. Union, 2 Cal. App. 638, 84 Pac. 270.

CHAPTER IV

POWERS OF CORPORATIONS

The purposes of a corporation, which sometimes are in the nature of powers, have already been considered. The powers, more literally speaking, are set out in sections 354 and 355 of the Civil Code, which read as follows:

§ 354. Every corporation, as such, has power:

1. Of succession, by its corporate name, for the period limited; and when no period is limited, perpetually;

2. To sue and be sued, in any court;

3. To make and use a common seal, and alter the same at pleasure;

4. To purchase, hold, and convey such real and personal estate as the purposes of the corporation may require, not exceeding the amount limited in this part;

5. To appoint such subordinate officers or agents as the business of the corporation may require, and to allow them suitable compensation;

6. To make by-laws, not inconsistent with any existing law, for the management of its property, the regulation of its affairs, and for the transfer of its stock;

7. To admit stockholders or members, and to sell their stock or shares for the payment of assessments or installments;

8. To enter into any obligations or contracts essential to the transaction of its ordinary affairs, or for the purposes of the corporation.