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§ 649. Any number of persons who may desire to establish a college or seminary of learning may incorporate themselves as provided in this part, except that in lieu of the requirements of section two hundred ninety, the articles of incorporation shall contain:

1. The name of the corporation.

2. The purpose for which it is organized.

3. The place where the college or seminary is to be conducted. 4. The number of its trustees, which shall not be less than five nor more than twenty-five, and the names and residences of the trustees. The term for which the trustees named and their successors are to hold office may also be stated. If it is desired that the trustees, or any portion of them, shall belong to any organization, society, or church, such limitation shall be stated.

5. The names of those who have subscribed money or property to assist in founding the seminary or college, together with the amount of money and description of property subscribed.

Amended February 20, 1909; stats. 1909, p. 30; in effect in sixty days.

Term and power of trustees.

§ 650. Unless otherwise provided in the articles of incorporation the board of trustees shall, as soon as organized, so classify themselves that one fifth of their number shall go out of office every year, and thereafter the trustees shall hold office for five years. A majority of the trustees shall constitute a quorum for the transaction of business, and the office of the corporation shall be at the college or seminary.

The trustees shall have the power:

1. To elect, by ballot, annually one of their number as presiIdent of the board.

2. Upon the death, removal out of the state, or other vacancy in the office, or expiration of the term of any trustee, to elect

another in his place; provided, that where there are graduates of the institution, such graduates may, under such rules as the board shall prescribe, nominate persons to fill vacancies in the board of trustees. Such nominations shall be considered by the board, but it may reject any or all such nominations, and of its own motion appoint others.

3. To elect additional trustees; provided, the whole number elected shall never exceed twenty-five at any one time.

4. To declare vacant the seat of any trustee who shall absent himself from eight succeeding meetings of the board.

5. To receive and hold, by purchase, gift, devise, bequest, or grant, real or personal property for educational purposes connected with the corporation, or for the benefit of the institution.

6. To sell, mortgage, lease and otherwise use and dispose of the property of the corporation in such manner as they shall deem most conducive to the prosperity of the corporation.

7. To direct and prescribe the course of study and discipline to be observed in the college or seminary.

8. To appoint a president of the college or seminary, who shall hold his office during the pleasure of the trustees.

9. To appoint such professors, tutors, and other officers as they shall deem necessary, who shall hold their offices during the pleasure of the trustees.

10. To grant such literary honors as are usually granted by any university, college, or seminary of learning in the United States and in testimony thereof to give suitable diplomas under their seal, and the signature of such officers of the corporation and the institution as they shall deem expedient.

11. To fix salaries of the president, professors, and other officers and employees of the college or seminary.

12. To make all by-laws and ordinances necessary and proper to carry into effect the preceding powers and necessary to advance the interests of the college or seminary; provided, that no by-laws or ordinances shall conflict with the constitution or laws of the United States, or of this state.

Amended March 20, 1909; stats. 1909, p. 589; in effect in sixty days.

Reincorporation of existing corporations.

§ 651. Any educational corporation, or body claiming to be such, now existing, may, by a unanimous vote of those of its trustees present at a special meeting called for that purpose, and of which due notice shall be given to each trustee, convey

all its property, rights, and franchises to a corporation organized under this title. The fact that due notice of the meeting was given to each trustee shall be conclusively proven by the entries in the minutes of the corporation or body making the con- . veyance. Said minutes shall be certified to be correct by the president and secretary.

Enacted March 14, 1885; stats. 1885, p. 134.

TITLE XVIII.

Consolidation of Colleges and Institutions of Higher Education.

SEC. 652. Societies and organizations authorized to consolidate. Trustees. Annual reports.

653.

Transfer of property. Indebtedness.
Dissolution.

Societies and organizations authorized to

tees

Annual reports.

Specific grants.

consolidate-Trus

§ 652. Whenever any benevolent, religious or fraternal organization or society, having a grand lodge, assembly, conference or other legislative or representative head in the State of California, having two or more colleges or institutions of higher education under its patronage, shall, for the purpose of greater efficiency and simplicity in the administration of its educational interest, desire to consolidate such institutions under one management, such organization or society shall be and is hereby authorized to consolidate such institutions under one management by complying with the following provisions :

Such grand lodge, assembly, conference or other legislative or representative head having authorized a consolidation of its institutions, a new corporation shall be formed. The board of trustees of the new corporation shall at first consist of the persons constituting the boards of trustees of the several institutions, respectively thus consolidating, and others; provided, the number of trustees shall not exceed forty-five. The board of trustees shall be so classified that the term of office of one third of its number shall expire each year; the successors of such trustees, as their terms expire, shall be elected by such grand lodge, assembly, conference or other legislative or representative head, at its annual meeting.

The said board of trustees shall report annually to the grand lodge, conference, assembly or other legislative or representative head controlling it, the condition of affairs of such corporation, and the amount and manner of its receipts and expenditures.

After the two or more colleges or institutions of higher education under the patronage of any benevolent, religious or fraternal organization or society, having a grand lodge, assembly, conference or other legislative or representative head in the State of California shall have become consolidated as hereinabove directed or specified, the board of trustees of the new corporation, consisting at first of the persons constituting the boards of trustees of the several institutions, respectively thus consolidated, may be reduced in number after said board of trustees shall have transacted the business of said corporation for a period of five years after such consolidation. Said number shall be reduced by the grand lodge, assembly, conference or other legislative or representative head of said colleges or institutions of higher education in the following manner, viz. At any annual session of such grand lodge, assembly, conference or other legislative or representative head, there shall be dropped from the number of trustees to be elected at that session of such grand lodge, assembly, conference or other legislative or representative head such a number of trustees as those present at such session shall determine, provided, however, that at no time shall the number of trustees composing such board be less than fifteen.

Amended March 15, 1909; stats. 1909, p. 385; in effect in sixty days.

Transfer

tion.

of property-Indebtedness-Specific grants-Dissolu

§ 653. The several boards of trustees of the institutions thus consolidated shall be and are hereby authorized and directed to transfer all property, real and personal, held by them, to the new corporation, as herein constituted, together with all powers, privileges, and authority conferred upon or enjoyed by them under their respective charters or acts of incorporation. The new corporation receiving such property shall assume all indebtedness and liabilities of such institutions as are thus consolidated, but shall not transfer such property from one loca

tion to another, except by an affirmative vote of not less than three fourths of the said board of trustees of the new corporation, nor divert specific grants, donations, or bequests from the purposes for which such grants, donations, or bequests were made. That after the boards of trustees have conveyed the property, real and personal, of the various institutions to the new corporation, as hereinabove provided, and the same has been accepted by the said new corporation, then the franchises held by the corporations thus consolidating shall cease, and the said corporations shall be thereby dissolved. Amended March 9, 1895; stats. 1895, p. 40.

TITLE XIX.

[Title XIX added March 21, 1905; stats. 1905, p. 594.]

Co-operative Business Corporations.

SEC. 653a. Purposes for which may be formed.

Purposes for which may be formed.

§ 653a. Coöperative business corporations may be formed for doing any lawful business, and dividing a portion of their profits among persons other than their stockholders. Each of such corporations may, in its by-laws, in addition to the matters specified in section three hundred and three, provide the amount of profits which must be divided among persons other than its stockholders, and the manner in which and the persons among whom such division may be made.

Enacted March 21, 1905; stats. 1905, p. 594.

NOTE.- 653a. This section is a codification of that part of the statute of 1877-8, page 883, defining co-operative corporations, and the section is placed in a new title designated "Co-operative Business Corporations." That part of the statute declaring that the by-laws may provide for the number of votes to which each shareholder shall be entitled is omitted for the reason that it is special legislation, and probably unconstitutional within the decision in Krause vs. Durbrow, 127 Cal. 681.

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