shall be carried on, and a duplicate thereof in the office of the Secretary of State, a certificate in writing, in which shall be stated the corporate name of the company, the amount of the capital stock, the term of its existence (not to exceed fifty years), the number of shares of which its stock shall consist, the number of directors and their names who shall manage the concerns of the company for the first year, and the names of the town and county in which the office of the company is to be established. cate, corporation SEC. 34. When the certificate shall have been filed as aforesaid, on filing certifithe persons who shall have signed and acknowledged the same, shall formed. be a body politic and corporate, by the name stated in the cer tificate. managed. SEC. 35. The business of such company shall be managed by not Business-how less than seven directors, one of whom shall be President of the company. They shall, except those of the first year, be annually elected by the stockholders, at such time and place as shall be directed by the by-laws of the company. They shall all be stockholders of the company and citizens of the United States, and the majority of them shall be citizens of this state. Notice of the time of holding such election shall be published not less than ten days previous thereto, in the newspaper nearest to the place where the office of the company is situated; and the election shall be held by such of the stockholders as shall attend in person or by proxy. All elections shall be by ballot, and each stockholder shall be entitled to as many votes as he owns shares of stock in the said company; and the persons receiving the greatest number of votes shall be directors; and when any vacancy shall happen among the directors, by death, resignation, or otherwise, it shall be filled for the remainder of the year in such manner as may be provided for by the by-laws of the said company. SEC. 36. There shall be a President of the company, who shall be President and designated from the members of the directors, and also such subordi- how chosen. nate officers as the company by its by-laws may designate, who may be elected or appointed, and required to give such security for the faithful performance of the duties of their office as the company by its by-laws may require. other officers make calls on SEC: 37. It shall be lawful for the directors to call in and demand Directors may from the stockholders respectively, all such sums of money by them stockholders. subscribed, at such times and in such payments or instalments as the directors shall deem proper, under the penalty of forfeiting the shares of stock subscribed for, and all previous payments made thereon, if a personal demand or notice requiring such payment shall have been published for six successive weeks, in the newspaper nearest to the Stock to be transferable. Certified copy of certificate of in evidence of facts stated therein. place where the business of the company shall be carried on as aforesaid; the capital shall all be paid in within twelve months from the filing of the certificate. SEC. 38. The stock of such company shall be transferable in such manner as shall be prescribed by the by-laws of the company, but no shares shall be transferable until all previous calls thereon shall have been fully paid in, or shall have been declared forfeited for the nonpayment of calls thereon; and it shall not be lawful for such company to use any of their funds in the purchase of stock in any other corporation. SEC. 39. The copy of any certificate of incorporation, filed in purcorporation to be suance of this act, certified by the County Clerk or his Deputy to be a true copy, and of the whole of such certificate, shall be received in all courts and places as presumptive legal evidence of the facts therein stated. Against what risks such corporations may insure. All policies to be subscribed by president. Corporations not to trade. Certificate of amount of capital paid in to be recorded. Annual report to be made. SEC. 40. Every company incorporated under this chapter, may make insurance upon vessels, freight, money, goods, and effects, and against captivity of persons, and on the life of any person during his absence at sea, and on money lent upon bottomry and respondentia; and they may also make insurance against fire on any dwelling-houses or other buildings, and on merchandise or other property within the United States. SEC. 41. All policies of insurance made by such companies, shall be subscribed by the President, or in case of his death, inability, or absence, by any two of the directors, and countersigned by the Secretary of the company, and they shall be binding upon the company in like manner as if executed under the corporate seal thereof. SEC. 42. The said company shall not, directly or indirectly, deal or trade in buying and selling any goods, wares, merchandise, stocks, or commodities whatever. SEC. 43. The President and a majority of the directors, within thirty days after the payment of the last instalment of the capital stock so fixed and limited by the company, shall make a certificate, stating the amount of the capital so fixed and paid in, which certificate shall be signed and sworn to by the President and a majority of the directors, and they shall, within the said thirty days, record the same in the office of the County Clerk of the county wherein the business of the said company is carried on. SEC. 44. Every such company shall, annually, within twenty days from the first day of January, make a report, which shall be published in the town or city, or if there be no newspaper in said city or town, then in some newspaper published nearest the place where the business of the company is carried on, which shall state the amount of capital, and of the proportion actually paid in, and the amount of its existing debts, and of insurances effected, which report shall be signed by the President and a majority of the directors, and shall be verified by the oath of the President or Secretary of said company, and filed in the office of the County Clerk of the county where the business of the company shall be carried on: and, if any of said companies shall fail so to do, all the directors of the company shall be jointly and severally liable for all the debts of the company then existing, and for all that shall be contracted before such report shall be made. be declared. SEC. 45. The directors of every such company, at such times as Dividends may their charter or by-laws shall prescribe, shall make dividends of so much of the profits of the company, and of the interest arising from their capital stock, as to them shall appear advisable; but the moneys received and notes taken for premiums of risks, which shall be undetermined and outstanding at the time of making such dividend, shall not be considered as part of the said profits. ing a dividend, profits, to be for debts. SEC. 46. If the directors of any such company shall declare and Directors declarpay any dividends when the company is insolvent, or any dividend, except from the payment of which shall render it insolvent, or which would personally liable diminish the amount of its capital stock, they shall be jointly and severally liable for all the debts of the company then existing, and for all that shall be thereafter contracted, while they shall respectively continue in office: Provided, that if any of the directors Proviso. shall object to the declaring of such dividend, or to the payment of the same, and shall, at any time before the time fixed for the payment thereof, file a certificate of their objection in writing with the Clerk of the company, and with the County Clerk, they shall be ex empt from the said liability. profits to be SEC. 47. Once in every three years, and oftener, if required by the Statement of stockholders, the directors shall lay before them an exact and partic- made once in ular statement of the profits, if there be any, after deducting losses three years. insurance while company under amount equal to their capital. liability to an and dividends. SEC. 48. If any of the said companies shall be under liability for Directors making losses to an amount equal to their stock, and the president or directors, after knowing the same, shall make any new or further insurance, the estates of all who shall make such insurance, or assent thereto, shall be severally and jointly liable for the amount of any loss which shall take place under such insurance. SEC. 49. The president and directors of every such company shall, Certain partic ulars to be published before previous to subscribing any policy, and once in every year afterwards subscribing any publish, in two newspapers printed in this state, the amount of their stock, against what risks they insure, and the largest sum they will take on any one risk. policy. President and directors may be examined on oath. Extent of any one risk. What to be considered payment of the capital stock. False certificates or reports. SEC. 50. The president and directors of every such company shall, whenever required by the legislature, lay before them a statement of the affairs of the company, and submit to an examination on oath con cerning the same. SEC. 51. The said companies shall never take, on any one risk, whether it be a marine risk or an insurance against fire, a sum exceeding one tenth part of their capital actually paid in. SEC. 52. Nothing but money shall be considered as payment of any part of the capital stock, and no loan of money shall be made by any such company to any stockholder therein; and, if any such loan shall be made to a stockholder, the officers who shall make it, or who shall assent thereto, shall be jointly and severally liable to the extent of such loan and interest, for all the debts of the company contracted before the repayment of the sum so loaned. SEC. 53. If any certificate or report made, or public notice given, by the officers of any such company, in pursuance of the provision of this act, shall be false in any material representation, all the officers who have signed the same, knowing it to be false, shall be jointly and severally liable for all the debts of the company contracted while they are stockholders or officers hereof. (1) (1) For the general powers and duties of corporations, see ante, pages 280-286. For incorporation of railroad companies, see ante, page 255. Of wagon road companies, ante, page 272. Of corporations for mining, mechanical, and chemical purposes, ante, page 273. Of telegraph companies, post, page 300. Of bridge companies, post, page 303. Of religious and charitable associations, post, page 308. Of steam navigation companeis, post, page 310. CHAPTER IV. AN ACT to authorize the Formation of Corporations for the Construction of Plank or Turnpike Roads. (1) (2) (3)—[Passed May 12, 1853.] The People of the State of California, represented in Senate and persons may SECTION 1. Nine or more persons may organize a joint stock com- Nine or more pany for the construction of a plank road, a turnpike road, or a organize a plank and turnpike road in this state, in the following manner : company. made setting road, the termini, and the time and place of meeting. SEC. 2. They shall make and subscribe their declaration of inten- Declaration to be tion to organize such company, and shall designate therein what kind forth the kind of of road, the general route, and the termini, as nearly as practicable and shall also designate therein a time not less than ten days after publication, and a place in one of the counties intended to be traversed by such road, for a meeting of the subscribers of the notice, for the purpose of a preliminary organization of such company, as hereinafter provided. SEC. 3. Said notice shall be published one week or more in one or Notice to be more newspapers in each of the counties intended to be traversed by (1) Chapter four of an act concerning corporations, passed April twentysecond, eighteen hundred and fifty, is repealed by the provisions of the thirty-fifth section of the one hundred and twenty-first chapter of acts passed May twelfth, eighteen hundred and fifty-three. It was, however, set up and printed before the laws of eighteen hundred and fifty-three were received. In order to disencumber the work of all repealed matter, it has been taken out and the one hundred and twenty-first chapter of the acts of eighteen hundred and fifty-three inserted in its place. The latter act is but an amendment of the former chapter, and therefore could be inserted with propriety. It now.stands as an integral portion of the "Act concerning Corporations" with its title and time of passage at the head to distinguish it from the matter contained in the original act. It is believed that this arrangement will prove more satisfactory than to have retained ten pages of repealed matter in the body of the work. [PUBLISHER.] (2) For act for the incorporation of wagon road companies, see ante, pp. 272-3. (3) For liability of corporate property to sale on execution, see ante, p. 284, sec. 20. published. |