proportion to benefits, on the property to be affected or benefited, shall be levied, collected, and paid into the city treasury before such work or improvement shall be commenced, or any contract for letting or doing the same authorized or performed. In any city where there are no public works owned and controlled by the municipality, for supplying the same with water or artificial light, any individual, or any company duly incorporated for such purpose under and by authority of the laws of this state, shall, under the direction of the superintendent of streets, or other officer in control thereof, and under such general regulations as the municipality may prescribe for damages and indemnity for damages, have the privilege of using the public streets and thoroughfares thereof, and of laying down pipes and conduits therein, and connections therewith, so far as may be necessary for introducing into and supplying such city and its inhabitants either with gaslight or other illuminating light, or with fresh water for domestic and all other purposes, upon the condition that the municipal government shall have the right to regulate the charges thereof.

54 Cal. 246; 56 Cal. 654; 57 Cal. 616; 61 Cal. 24, 277; 62 Cal. 108, 209, 232; 69 Cal. 466, 481, 482, 515; 72 Cal. 5, 6; 73 Cal. 75; 79 Cal. 281; 81 Cal. 497; 82 Cal. 307; 92 Cal. 342; 93 Cal. 161; 98 Cal. 618; 118 Cal. 5, 483, 584, 586; 129 Cal. 402, 403; 137 Cal. 118, 119; 142 Cal. 287; 143 Cal. 371; 145 Cal. 632, 633, 634, 635, 639, 640; 148 Cal. 315, 327, 333, 370; 150 Cal. 558, 559; 151 Cal. 428; 152 Cal. 586, 594; 153 Cal. 27; 1 Cal. App. 673, 677, 678; 2 Cal. App. 560, 722.

3.

4.

Corporation stockholders and directors, liability of.
Corporations, what they include.

5. Banking corporations.

6.

7.

Existing charters, invalid in certain cases.

Franchises or charters not to be extended by legislature.
Extension of corporate existence.

8. Corporate property subject to eminent domain.

9. Limitation on business of corporations.

10.

11.

12.

13.

14.

15.

16.

17.

18.

19.

20.

21.

22.

23.

24.

Liabilities not released by transfer of franchise.
Issuance of stock.

Elections for directors.

State credit not to be loaned.

Corporations must maintain a place of business.

Foreign corporations.

Corporations may be sued, where.

Common carriers.

Limit on interest of an officer or agent.
Public officers not to receive passes.

Earnings not to be shared-Rates not to be increased.
Discrimination forbidden.

Railroad commissioners-Number, election, term, quali-
fication, powers and duties, how removed from office.
Railroad districts.

Legislature to enforce this article.

Corporations, how formed.

SECTION 1. Corporations may be formed under general laws, but shall not be created by special act. All laws now in force in this state concerning corporations, and all laws that may be hereafter passed pursuant to this section, may be altered from time to time or repealed.

61 Cal. 38, 201; 64 Cal. 253; 73 Cal. 77; 77 Cal. 371; 83 Cal. 396, 413; 85 Cal. 347; 92 Cal. 316; 109 Cal. 584; 123 Cal. 527; 125 Cal. 412; 131 Cal. 33; 153 Cal. 702, 703; 1 Cal. App. 67; XXXVI Cal. Dec. 264, 266, 267, 271.

Corporations, dues from.

SEC. 2. Dues from corporations shall be secured by such individual liability of the corporators and other means as may be prescribed by law.

62 Cal. 460, 463; 64 Cal. 253; 125 Cal. 410.

Corporation stockholders and directors, liability of.

SEC. 3. Each stockholder of a corporation, or joint-stock association, shall be individually and personally liable for such proportion of all its debts and liabilities contracted or incurred, during the time he was a stockholder, as the amount of stock or shares owned by him bears to the whole of the subscribed capital stock, or shares of the corporation or association. The directors or trustees of corporations and joint-stock associations shall be jointly and severally liable to the creditors and stockholders for all moneys embezzled or misappropriated by the officers of such corporation or joint-stock association, during the term of office of such director or trustee.

Nothing in the preceding paragraph of this section shall be held to apply to any exposition company organized to promote and carry on any international exposition or world's fair within the State of California, and the liability of stockholders in any such exposition company shall be and the same is hereby limited to an amount not exceeding the par value of the stock of said corporation subscribed for by such stockholders. [Amendment adopted November 3, 1908.]

[Original section.] SEC. 3. Each stockholder of a corporation or joint-stock association shall be individually and personally liable for such proportion of all its debts and liabilities contracted or incurred during the time he was a stockholder, as the amount of stock or shares owned by him bears to the whole of the subscribed capital stock or shares of the corporation or association. The directors or trustees of corporations and jointstock associations shall be jointly and severally liable to the creditors and stockholders for all moneys embezzled or misappropriated by the officers of such corporation or joint-stock association during the term of office of such director or trustee.

59 Cal. 286; 62 Cal. 448, 461, 463; 63 Cal. 236, 239; 87 Cal. 32; 97 Cal. 95; 108 Cal. 425; 111 Cal. 63, 66, 67, 71; 114 Cal. 331; 116 Cal. 384; 122 Cal. 523, 524; 124 Cal. 150; 125 Cal. 410, 412; 136 Cal. 437, 449; 142 Cal. 384; 143 Cal. 224; 147 Cal. 640; 4 Cal. App. 292, 293; 5 Cal. App. 705; XXXVI Cal. Dec. 285.

Corporations, what they include.

SEC. 4. The term corporations, as used in this article, shall be construed to include all associations and joint-stock companies having any of the powers or privileges of corporations not possessed by individuals or partnerships, and all corporations shall have the right to sue and be subject to be sued, in all courts, in like cases as natural persons.

65 Cal. 123; 95 Cal. 592; 153 Cal. 703.

Banking corporations.

SEC. 5. The legislature shall have no power to pass any act granting any charter for banking purposes, but corporations or associations may be formed for such purposes under general laws. No corporation, association, or individual shall issue or put in circulation, as money, anything but the lawful money of the United States.

73 Cal. 77; XXXVI Cal. Dec. 264, 267.

Existing charters, invalid in certain cases.

SEC. 6. All existing charters, grants, franchises, special or exclusive privileges, under which an actual and bona fide organization shall not have taken place, and business been commenced in good faith, at the time of the adoption of this constitution, shall thereafter have no validity.

Franchises or charters not to be extended by legislature-Extension of corporate existence.

SEC. 7. The legislature shall not extend any franchise or charter, nor remit the forfeiture of any franchise or charter of any quasi-public corporation now existing or which shall hereafter exist under the laws of this state. The term of existence of any other corporation now or hereafter existing under the laws of this state, may be extended, at any time prior to the expiration of its corporate existence, for a period not exceeding fifty years from the date of such extension, by the vote or written consent of stockholders representing two thirds of its capital stock or of two thirds of the members thereof. A certificate of such vote or consent shall be signed and sworn to by the president and secretary, and by a majority of the directors of the corporation and filed and certified in the manner and upon payment of fees required by law for filing and certifying

articles of incorporation, and thereupon the term of the corporation shall be extended for the period specified in such certificate, and such corporation shall thereafter pay all annual or other fees required by law to be paid by corporations. [Amendment adopted November 3, 1908.]

[Original section.]

SEC. 7. The legislature shall not extend any franchise or charter, nor remit the forfeiture of any franchise or charter, of any corporation now existing, or which shall hereafter exist, under the laws of this state.

91 Cal. 340; 121 Cal. 19; XXXVI Cal. Dec. 262, 263, 268, 270.

Corporate property subject to eminent domain.

SEC. 8. The exercise of the right of eminent domain shall never be so abridged or construed as to prevent the legislature from taking the property and franchises of incorporated companies and subjecting them to public use the same as the property of individuals; and the exercise of the police power of the state shall never be so abridged or construed as to permit corporations to conduct their business in such manner as to infringe the rights of individuals or the general well-being of the state.

Limitation on business of corporations.

SEC. 9. No corporation shall engage in any business other than that expressly authorized in its charter or the law under which it may have been or may hereafter be organized; nor shall it hold for a longer period than five years any real estate, except such as may be necessary for carrying on its business.

107 Cal. 643; 133 Cal. 612; 143 Cal. 206; 3 Cal. App. 710.

Liabilities not released by transfer of franchise.

SEC. 10. The legislature shall not pass any laws permitting the leasing or alienation of any franchise, so as to relieve the franchise or property held thereunder from the liabilities of the lessor or grantor, lessee or grantee, contracted or incurred in the operation, use, or enjoyment of such franchise, or any of its privileges.

72 Cal. 466; 116 Cal. 100; 152 Cal. 586; XXXVI Cal. Dec. 223.