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of notice.

SEC. 338. The last named notice must specify every Contents certificate of stock, the number of shares it represents, and the amount due thereon, separately, except where certificates may not have been issued to parties entitled thereto, in which case the number of shares and amount due thereon, together with the fact that the certificates for such shares have not been issued, must be stated.

Stats. 1865-6, 460, Sec. 8.

published.

SEC. 339. The notice, when published in a daily paper, How must be published for ten days, excluding Sundays and holidays, previous to the day of sale. When published in a weekly paper, it must be published in each issue for two weeks previous to the day of sale. The first publication of all delinquent sales must be at least fifteen days prior to the day of sale.

Stats. 1865-6, 460, Sec. 9.

acquired,

SEC. 340. By the publication of the notice, the cor- Jurisdiction poration acquires jurisdiction to sell and convey a perfect how. title to all of the stock described in the notice of sale upon which any portion of the assessment or costs of advertising remains unpaid at the hour appointed for the sale, but must sell no more of such stock than is necessary to pay the assessments due and costs of sale.

Stats. 1865-6, 460, Sec. 10.

SEC. 341. On the day, at the place and at the time appointed in the notice of sale, the Secretary must, unless otherwise ordered by the Directors, sell or cause to be sold at public auction, to the highest bidder for cash, so many shares of each parcel of the described stock as may be necessary to pay the assessment and charges thereon, according to the terms of sale; if payment is made before the time fixed for sale, the party paying is only required to pay the actual cost of advertising, in addition to the

assessment

Stats. 1865-6, 460, Sec. 11.

SEC. 342. The person offering at such sale to pay the assessment and costs for the smallest number of shares or fraction of a share is the highest bidder, and the stock purchased must be transferred to him on the stock,

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In default of bidders, corporation may purchase.

Disposition of stock

purchased by corpora tion.

Extension of time of delinquent sale.

books of the corporation, on payment of the assessment and costs.

Stats. 1865-6, 460, Sec. 12.

SEC. 343. If, at the sale of stock, no bidder offers the amount of the assessments, and costs and charges due, the same may be bid in and purchased by the corporation, through the Secretary, President or any Director thereof, at the amount of the assessments, costs and charges due; and the amount of the assessments, costs and charges must be credited as paid in full on the books of the corporation, and entry of the transfer of the stock to the corporation must be made on the books thereof. While the stock remains the property of the corporation it is not assessable, nor must any dividends be declared thereon; but all assessments and dividends must be apportioned upon and against the stockholders of the corporation.

Stats. 1865-6, 460, Sec. 13.

SEC. 344. All purchases of its own stock made by any corporation, in accordance with the provisions of the preceding section, vests the legal title to the same in the corporation; and the stock so purchased is held subject to the control of the stockholders, who may make such disposition of the same as they deem fit, in accordance with the by-laws of the corporation or vote of a majority of all the remaining shares. Whenever any portion of the capital stock of a corporation is held by the corporation by purchase. a majority of the remaining shares is a majority of the stock, for all purposes of election or voting on any question at a stockholder's meeting.

Stats. 1865-6, 461, Sec. 13.

SEC. 345. The dates fixed in any notice of assessment or notice of delinquent sale published according to the provisions hereof may be extended from time to time for not more than thirty days, by order of the Directors, entered on the records of the corporation; but no order extending the time for the performance of any act specified in any notice is effectual unless notice of such extension or postponement is appended to and published with the notice to which the order relates.

Stats. 1865-6, 461, Sec. 14.

shall not be

invalidated.

SEC. 346. No assessment is invalidated by a failure to Assessments make publication of the notices herein before provided for, nor by the non-performance of any act required in order to enforce the payment of the same; but in case of any substantial error or omission in the course of proceedings for collection, all previous proceedings, except the levying of the assessment, are void, and publication must be begun anew.

Stats. 1868, 540, Sec. 3.

SEC. 347. No action must be sustained to recover stock sold for delinquent assessments, upon the ground of irregularity in the assessment, irregularity or defect of the notice of sale, or defect or irregularity in the sale, unless the party seeking to maintain such action first pays or tenders to the corporation, or the party holding the stock sold, the sum for which the same was sold, together with all subsequent assessments which may have been paid thereon, and interest on such sums from the time they were paid; and no such action must be sustained unless the same is commenced by the filing of a complaint and the issuing of a summons thereon within six months after such sale was made.

Stats. 1865-6, 461.

Action for

recovery of

stock, and thereof.

limitation

publication.

Affidavits of sale.

SEC. 348. The publication of notices required by this Amdavits of article may be proved by the affidavit of the printer, foreman or principal clerk of the paper in which the same was published; and the affidavit of the Secretary or auctioneer is prima facie evidence of the time and place of sale. of the quantity and particular description of the stock sold, and to whom and for what price, and of the fact of the purchase money being paid. The affidavits To be filed. must be filed in the office of the corporation, and copies of the same, certified by the Secretary thereof as true, are prima facie evidence of the facts therein stated. Certificates, signed by the Secretary and under the seal of the corporation, are prima facie evidence of the contents thereof.

11

Stats. 1870, 229, Sec. 1.

CHAPTER III.

CORPORATE POWERS.

ARTICLE I. GENERAL POWERS.

II. LANDS AND RIGHT OF WAY.

III. RECORDS.

IV. EXAMINATION OF CORPORATION.

V. JUDGMENT AGAINST AND SALE OF CORPORATE PROPERTY.

ARTICLE I.

Powers of corporations

GENERAL POWERS.

SECTION 354. Powers of corporations.

355. Limitation of powers.

356. Banking expressly prohibited.
357. Liability of stockholders.

358. Majority to form Board for business.

359. Misnomer does not invalidate instrument.

360. Corporation to organize within one year.

361. Increasing and diminishing capital stock, how.

SEC. 354. Every corporation, as such, has power1. To have 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 hold, purchase 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 and remove members, and to sell their stock or shares for the payment of assessments or instalments. 8. To enter into any obligations or contracts essential to the transaction of its ordinary affairs, or for the pur poses of the corporation.

Stats. 1850, 347; 1861, 85, Sec. 4; 1862, 540, Sec. 3;

N. Y. C. C., vol. 2, p. 125; Smith vs. Moore et als.,

2 Cal., 524; Gashwiler vs. Willis, 33 Cal., 19.

of powers.

SEC. 355. In addition to the powers enumerated in the Limitation preceding section, and to those expressly given in that Title of this Part under which it is incorporated, no corporation shall possess or exercise any corporate powers, except such as are necessary to the exercise of the powers so enumerated and given.

Stats. 1850, 347, Sec. 2; Smith vs. Moore, 2 Cal., 524.

expressly

SEC. 356. No corporation shall create or issue bills, Banking notes or other evidences of debt, upon loans or otherwise, prohibited. for circulation as money.

Stats. 1850, 347, Sec. 3; 1853, 90, Sec. 15; Const., Art.
IV, Sec. 35.

NOTE.-Sec. 35 of Art. IV of the Constitution provides that the Legislature shall prohibit "banking" by law; hence the necessity of this section. A general provision is inserted in this Code prohibiting the creation or circulation of a paper currency by any corporation. Thus is avoided the question whether the Constitution would be self-operating, were the Legislature to remain silent.

stockholde

SEC. 357. Where the whole capital of a corporation is Liability of not paid in, and that paid in is insufficient to satisfy the claims of its creditors, each stockholder is bound to pay, on each share held by him, the sum necessary to complete. the amount of such share, as fixed by the charter or articles of incorporation, or such proportion thereof as may be required to satisfy the debts of the corporation.

Stats. 1850, 347, Sec. 4.

SEC. 358. When the corporate powers of any corpora tion are directed to be exercised by any particular body or number of persons, a majority of such body or persons is a sufficient number to form a Board for the transaction of business; and every decision of a majority of the persons duly assembled as a Board is valid as a corporate

act.

Stats. 1850, 347, Sec. 5; 1853, 88, Sec. 7; 1864-5, 31,

Sec. 1; 1862, 199, Sec. 9.

SEC. 359. The misnomer of any corporation, in any written or printed instrument, does not invalidate the same, if it can be ascertained from the instrument what corporation is meant to be described.

Stats. 1862, 205, Sec. 26.

Majority to

form Board

for business.

Misnomer invalidate

does not

instrument.

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