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stock, debts, property, assets, and franchises, in such manner and upon such terms as may be agreed upon by the respective boards of directors or trustees of such corporations so desiring to consolidate their interests; but no such consolidation must take place without the written consent of the stockholders representing two thirds of the capital stock of each corporation, and no such consolidation can, in any way, relieve such corporations, or the stockholders thereof, from any and all just liabilities; and in case of such consolidation, due notice of the same must be given, by advertising, for one month, in at least one newspaper in the county where the said mining property is situated, if there is one published therein, and also in one newspaper published in the county where the principal place of business of anv of said corporations is. And when the consolidation is completed, a certificate thereof, containing the manner and terms of such consolidation, must be filed in the office of the county clerk of the county in which the original certificate of incorporation of each of said corporations is filed, and a copy thereof must be filed in the office of the secretary of state; such certificate must be signed by a majority of each board of trustees or directors of the original corporations, and it is their duty to call, within thirty days after the filing of such certificate, a meeting of the stockholders of all of said corporations so consolidated, to elect a board of trustees or directors for the consolidated corporation, for

r thence next ensuing: and to cause notice of the time and place fixed for such meeting to be mailed to each stockholder of each of such corporations at his last known place of residence or business at least ten days before the time fixed for such meeting. The said certificate must also contain all the requirements prescribed by section two hundred and ninety. 1905–.585.

588. It is the duty of the secretary of every corporation formed for the purpose of mining, or conducting mining in California, whether such corporation be formed and organized under the laws of the state of California or of any other state, territory, or foreign country, to keep at some place within the state of California an office and in such office to keep a complete set of books showing all receipts and expenditures of such corporation, the sources of such receipts, and the objects of such expenditures, and also all transfers of stock. All books and papers must, at all times during business hours, be open to the inspection of any stockholder. He is entitled to be accompanied by an expert, and to make copies or extracts from any such books or papers. He may at reasonable hours, examine such mining property, accompanied by an expert, take samples, and make such other examination as he may deem necessary. It is the duty of the directors, on the second Monday of each and every month, to cause to be made an itemized account or balance-sheet for the previous month, embracing a full and complete statement of all disbursements and receipts, showing from what sources such receipts were derived, and to whom and for what object or purpose such disbursements or payments were made; also all indebtedness or liabilities incurred or existing at the time, and for what the same were incurred, and the balance of money, if any, on hand. Such account or balance-sheet must be verified under oath by the president and secretary, and posted in some conspicuous place in the office of the company. It is the duty of the superintendent, on the first Monday of each month, to file with the secretary an itemized account, verified under oath, showing all receipts and disbursements made by him for the previous month, and for what said disbursements were made. Such account must also contain a verified statement showing the number of men employed under him, ad for what purpose, and the rate of wages paid to each.. He must attach to such account a full and complete report, under oath, of the work done

in said mine, the amount of ore extracted, from what part of mine taken, the amount sent to mill for reduction, its assay value, the amount of bullion received, the amount of bullion shipped to the office of the company or elsewhere, and the amount, if any, retained by the superintendent. It is his duty to forward to the office of the company a full report, under oath, of all discoveries of ores or mineral-bearing quartz made in said mine, whether by boring, drifting, sinking, or otherwise, together with the assay value thereof. All accounts, reports, and corresondence from the superintendent must be kept in some conspicuous place in the office of said company, open to the inspection of all stockholders. 1905--585.

589. Any stockholder of a corporation formed under the laws of this state for the purpose of mining, is entitled to visit, accompanied by his expert, and examine the mine or mines owned by such corporation, and every part thereof, at any time he may see fit; and when such stockholder applies to the president of such corporation, he must immediately cause the secretary thereof to issue and deliver to such applicant an order, under the seal of the corporation, directed to the superintendent, commanding him to show and exhibit such parts of said mine or mines as the party named in said order may desire to visit and examine. It is the duty of the superintendent, on receiving such order, to furnish such stockholder every facility for making a full and complete inspection of said mine or mines,

work

therein, and to accompany said stockholder either in person, or to furnish some person familiar with the said mine or mines to accompany him in his visit to and through such mine or mines, and every part thereof. If the superintendent fails to obey such order, such stockholder is entitled to recover, in any court of competent jurisdiction, aaginst the corporation, the sum of one thousand dollars, and traveling expenses to and from the mine, as liquidated damages, together with costs of suit. In case of such refusal, it is the duty of the directors of the corporation forthwith to remove the officer so refusing, and thereafter he must not be employed directly or indirectly by the corporation, nor must any salary be paid to him. 1905–586.

590. In case of the refusal or neglect of the president to cause to be issued by the secretary the order mentioned in section five hundred and eighty-nine, such stockholder is entitled to recover against said president the sum of one thousand dollars and costs, as provided in the last section. If the directors fail to have the reports and accounts current made and posted as provided in section five hundred and eighty-eight, they are liable, either severally or jointly, to an action by any stockholder complaining thereof, and on proof of such refusal or failure, he may recover judgment for actual damages sustained by him, with costs of suit. Each of such defaulting directors is also liable to removal for such neglect. 1905–587.

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TITLE XIa. Corporations for the Formation of Chambers of Commerce, Boards of Trade, Mechanics' Institutes, and Other

Kindred Associations. Section

Section 591. Organization, generally. 592c. By-laws. 592. Capital stock.

592d. Assessments. 592a. General powers conferred. 592e. Re-incorporation, pre-exist592b. Same.

ing.

591. Corporations for the formation and organization of chambers of commerce, boards of trade, mechanics' institutes, and other associations formed for the extension and promotion of trade and commerce, or the advancement, protection, and improvement of the mechanic arts, may be formed by twenty or more persons, who must execute and file articles of incorporation as prescribed in chapter one of title one of part four of this code. Upon receiving from the secretary of state a certificate of the filing with him of a certified copy of its articles of incorporation, such corporation becomes a body corporate, and by its corporate name has succession for the period limited in its articles, and power: (1) To sue and be sued in any court; (2) to make and use a common seal, and alter it at pleasure; (3) to lease, purchase, hold, sell, mortgage, convev in trust, convey, release from trust or mortgage, such real and personal property as hereinafter provided; (4) to elect and appoint such officers, agents, and servants as the business of the corporation may require; and (5) to make by-laws, not inconsistent with the laws of this state, providing for the organization of the corporation and the management of its affairs. No corporation formed under this title must engage in any mercantile, commercial, or mechanical business. 1905–588.

592. Every corporation formed under this title may have a capital stock and issue certificates to represent the shares thereof, if the articles of incorporation contain a statement of the amount of its capital stock and the number of shares into which it is divided. The rights and privileges to be accorded to stockholders are distinct from those to be accorded to members at large of the corporation, and the obligations to be imposed upon stockholders in the same relation must be fixed and established in the by-laws of the corporation. 1905—588.

592a. The corporation may confer upon a board of trustees or directors, or upon a body to be styled the executive committee of the corporation, the right to exercise all or any of the corporate powers, if the articles of incorporation state that the right to exercise the corporate powers is to be confided to such board of trustees or directors or to such executive committee, and the number of trustees, directors, or committee, and the names of those selected to take charge of the affairs of the corporation for the first six months. 1905—588.

592b. Every corporation formed under this title may lease, purchase, have, ħold, use, take possession of, and enjoy in fee-simple, or otherwise any personal or real property within the state necessary for the uses and purposes of the corporation, and may sell, lease, deed in trust, alien, or dispose of the same at its pleasure. 1905–589.

592c. The by-laws of any corporation formed under this title without capital stock must prescribe how members of the corporation shall be admitted and how expelled, and how officers, agents, and servants shall be appointed. Such provisions in the by-laws have force and effect as between private partins and the corporation. All corporations formed under the provisions of this title must determine, by their by-laws, the manner of calling and conducting their meetings, the number of members that constitute a quorum, the manner of levying and collecting assessments, the officers of the corporation, the manner of their election or appointment and their tenure of office, and may prescribe suitable penalties for the violation of such by-laws, not exceeding in any case one hundred dollars for any one offense. 1905-589.

592d. Every corporation formed under the provisions of this title has power to levy and collect, from the members thereof, for the purpose of paying the proper and legal expenses of the corporation, assessments in such manner as may be prescribed by its by-laws, but not otherwise. 1905–589.

592e. Every corporation, association, or institution formed prior to the enactment of this title, for any of the purposes contemplated thereby, may, by a vote of the majority of its members voting at la meeting called for that purpose, become entitled to the benefit thereof on filing the certificate hereinafter required. Notice of such meeting and of its object must be published in a newspaper of general circulation in the county in which the principal place of business of the. corporation, association, or institution is located, for at least two weeks before the day on which the meeting is to be held. Such certificate must be signed and acknowledged by at least five members of the corporation, association, or institution, must contain a list of the members who desire to become members, and must be filed with the county clerk of such county, and a copy thereof, certified by him, must be filed with the secretary of state. Thereupon such corporation, association, or institution possesses all the powers and privileges conferred by this title. 1905–-589.

TITLE XII.
Religious, Social and Benevolent Corporations.
Section

Section 593. Corporations, non-profit. : 602. Religious societies, sale cor594. Incorporation of asso. having porations.

no fixed place business. 602a. Same, continuous existence. 595. Realty ownership, limited. 602b. Amendment articles gener596. Friendly societies, realty.

ally. 597. Annual report.

603. Incorporation religious asso598. Selling realty, generally.

ciations. 599. Social organizations, general- 604. Head office, yearly election. ly.

604a. Organization of religious 600. Membership.

corporations, generally. 601. Same, not transferable. 605. Consolidation.

593. Any number of persons, associated together for any lawful purpose other than pecuniary profit, may incorporate their said association, as provided in this title. (1911-1434.

594. Any association of this state mentioned in title twelve of part four of division first of the Civil Code made up of constituent or member clubs, or other subordinate bodies, having a common periodical or occasional convention or other general assemblage, whether of members or delegates, and operating on the federation plan, whether state, district or otherwise, or having nr fixed meeting place for such assemblages, or having no fixed office or principal place of business in any one county or city and county or for the meetings of its agencies or committees or officers, and which association determines such place or places from time to time through its agencies and according to its rules and customs, may incorporate under the provisions of said title for purposes other than profit and without capital stock. The articles of incorporation upon there being therein stated any of the matters hereinabove mentioned inconsistent with any part or parts of section two hundred ninety of the Civil Code need not make, as to such inconsistent matters, the statements required by said section; but such articles shall be governed otherwise by said section and the rules of section six hundred three of said code as it now stands, except that the same officers who acted as such at the meeting authorizing the incorporation shall be the ones to execute the articles and that the word incorporation is to be deemed substituted for the word authority where the latter is used in said section; and, provided, further, that it shall be immaterial whether such authorization is made after or before this section goes into effect if the proceedings show it to have been made in view thereof; and, further, that such articles of incorporation shall set forth a means whereby its office and constitutional principal place of business, which must be in this state, as it exists from time to time, may be ascertained; or must state that same shall be provided by constitution or by-law; and, until such provision is otherwise made, said place shall be the place of business, or if none such the residence, from time to time, in this state of the chief executive officer of the corporation. 1917-830.

595. All such corporations may hold all the property of the association owned prior to incorporation, or acqı

er in any manner, and transact all business relative thereto; but no such corporation must own or hold more real estate than may be necessary for the business and objects of the association, and providing burial-grounds for its deceased members, not to exceed six (6) whole lots in any city or town, nor more than fifty (50) acres in the country the annual increase, income or profit, whereof must not exceed fifty thousand ($50,000) dollars; provided, that any such corporation now or hereafter having, ad having had continuously, for the next preceding three (3) years, the care, custody, control, and maintenace each year, upon an annual average of not less than one hundred (100) orphans, half-orphans, and indigent minor children, at any one orphan asylum, shall be entitled and allowed to own and possess any number of acres not exceeding one hundred and sixty (160) acres of land in the country, outside of any incorporated city or town, and the annual income or profit of which does not exceed fifty thousand ($50,000) dollars; and provided further, that the limitations herein provided for shall not apply to corporations formed, or to be formed, under section six hundred and two (602) of the Civil Code, when the land is held or used for churches, hospitals, schools, colleges, orphan asylums, parsonages, or cemetery purposes or to corporations organized for social purposes and purposes of recreation and not for profit; and provided further, that the limitations herein provided for shall not apply to corporations organized other than for profit, when the land is timber-land, and not exceeding one hundred and sixty (160) acres in extent, and is held or used for the

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