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296. Upon the filing of articles of incorporation in the office of secretary of state, and the affidavit mentioned in the last sect where such affidavit is required, the secretary of state must issue the corporation, over the great seal of the state. a certificate that original articles containing the required statement of facts have b filed in his office, and thereupon the persons signing tne articles : their associates and successors shall be a body politic and corpor by the name stated in the certificate, and for the term of fifty ye: unless it is, in the articles of incorporation, otherwise stated, or this code otherwise specially provided; provided, however, that corporation shall be authorized to transact any business until it sh have filed in the office of the county clerk of the county in which principal business is to be transacted, a copy of the articles of corporation certified by the secretary of state; provided, further, t] the secretary of state shall not file the original articles of incorpo tion, or issue any certified copy thereof, or issue any certificate of : corporation to any corporation which articles set forth the corpor: name of any corporation heretofore organized in this state, or of a foreign corporation which has qualified to do business in this sta or which articles set forth a name so closely resembling the name such other corporation as will tend to deceive. The secretary of sta shall issue and file in his office a duplicate of the certificate herei above provided for and copies thereof, duly certified by the secreta of state, shall have the same force and effect in evidence as the ori inal. 1923.

297. A copy of any articles of incorporation filed in pursuance this chapter, and certified by the secretary of state, must be receive in all the courts of this state and other places, as prima facie ev dence of the facts therein stated. 1921—126.

297a. Whenever the articles of incorporation of any corporatio have been, or may hereafter be, destroyed by conflagration or othe public calamity, a copy of the certified copy of the articles of incoi poration of such corporation, filed in the office of the secretary ( state pursuant to the provisions of section two hundred and ninety six of this code, duly certified by such secretary of state, may be file in the office of the county clerk of the county where such articles incorporation were on file at the time of their loss or destruction. An such copy filed pursuant to this section shall have the same force an effect as the document so lost or destroyed. 1906-83.

298. The owners of shares in a corporation which has a capita stock are called stockholders. If a corporation has no capital stock

corporators and their successors are called members.

299. No corporation hereafter formed must purchase, locate, o hold property. in

erty in any county in the state without filing a cer tified copy of its articles of incorporation filed in the office of the sec retary of state with the county clerk of the county in which said prop erty is situated, within sixty days after such purchase or location i: made. Every corporation now existing, whether formed under the pro visions of this code or not, must, within ninety days after the passage of this section, file a copy of the copy of its articles of incorporatior filed in the office of the secretary of state, duly certified by the sec. retary of state in the office of the county clerk of every county in the state in which it holds any property, except where certified copies have heretofore been filed, or where original articles are on file under an act in force at the time of filing thereof; and if any corporation here. after acquires any property in a county other than that in which it holds property, it must within ninety days thereafter file with the

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clerk of said county, such certified copy of the copy of its articles of incorporation, or if 'incorporated after the passage hereof, a certified copy of the original articles of incorporation filed in the office of the secretary of state. The copies filed with the several county clerks, have the same force and effect in evidence as the originals. Any corporation failing to comply with the provisions of this section cannot maintain or defend any action or proceeding in relation to such property, its rents, issues, or profits, ụntil such certified copy of its articles of incorporation are filed at the places directed by the general law and this section; provided, that all corporations are liable in damages for any and all loss that may arise by the failure of such corporation to perform any of the foregoing duties within the time i section; and provided, further, that the said damages may be recovered in an action brought in any court of this state of competent jurisdiction, by any party or parties suffering the same. 1921–126.

300. Every corporation that has been or may be created under the general laws of this state, doing a banking business therein, and which has no capital stock, may elect to have a capital stock, and may issue certificates of stock therefor, in the same manner as corporations formed under the provisions of chapter one, article one, of the Civil Code, relating to the formation of corporations; provided, that no such corporation shall use or convert any moneys of funds theretofore belonging to it, or under its control, into capital stock; but such funds or moneys must be held and managed only for the purposes and in the manner for which they were created. Before such change is made, a majority of the members of such corporation present at a meeting called for the purpose of considering the proposition whether it is best to have a capital stock, its amount, and the number of shares into which it shall be divided, must vote in favor of having a capital stock. fix the amount thereof, and the number of shares into which it shall be divided. Notice of the time and place of holding such meeting, and its object must be given by the president of such corporation, by publication in some newspaper printed and published in the county, or city and county, in which the principal place of business of the corporation is situated, at least once a week for three successive weeks prior to the holding of the meeting. A copy of the proceedings of this meeting,giving the number of persons present,the votes taken, the notice calling the meeting, the proof of its publication the amount of capital actually subscribed, and by whom, all duly certified by the prosident and secretary of the corporation, must be filed in the offices of the secretary of state and clerk of the county where the articles of incorporation

. Thereafter such corporation is possessed of all the rights. and powers, and is subject to all the obligations, restrictions, and limitations, as if it had been originally created with a capital stock; and provided further, that no bank in this state shall ever pay any dividend upon so-called guaranty notes, nor upon any stock, except upon the amount actually paid in money to said capital upon such stock, and any payment made in violation of this provision shall render all officers and directors consenting to the same jointly and severally liable to the depositors to the extent thereof. 187777.

are file

300a. Every corporation which has changed its name under the provisions of sections one thousand two hundred and seventy-five, one thousand two hundred and seventy-six, one thousand two hundred and seventy-seven, one thousand two hundred and seventy-eight, and one thousand two hundred and seventy-nine of the Code of Civil Procedure, must file in the office of the secretary of state and in the office of the county clerk of each county in which the original articles or certified copies thereof are required by law to be filed, a certified copy of the decree of the court changing such name. 1909—973.

ARTICLE II.
By-laws, Directors, Elections and Meetings.
Section

Section 301. By-laws generally.

314. Postponement of election. 302. Directors election.

315. New election, generally. 302a. Financial statements when 316. False entries, etc. requested.

317. Meetings, waiver. 303. By-law provisions.

318. Valid meetings. 304. Inspection, amendments. 319. Meetings, where held. 305. Directors authority.

320. Special meetings, generally. 307. Elections.

320a. Waiver.

321. Inspection, books generally. 309. Dividends, generally.

321a. Locations changed. 310. Directors, how removed. 321b. Proxies generally. 311. Meetings ordered.

321c. Trust agreements, agricul312. Elections, generally.

tural. 313. Incapable owners represented

301. Every corporation formed under this title must, within one month after filing articles of incorporation, adopt a code of by-laws for its government not inconsistent with the constitution and laws of this state. The assent of stockholders representing a majority of all the subscribed capital stock, or of a majority of the members, if there be no capital stock, is necessary to adopt by-laws, if they are adopted at a meeting called for that purpose; and in the event of such meeting being called, two week's notice of same by advertisement in some newspaper published in the county in which the principal place of business of the corporation is located, or if none is published therein, then in a paper published in an adjoining county, must be given by order of the acting president. The written assent of the holders of twothirds of the stock, or of two-thirds of the members, if there be no capital stock, shall be effectual to adopt a code of by-laws without a meeting for that purpose. 1873—200.

302. The directors of a corporation must be elected annually by the stockholders or members, and if no provision is made in the by-laws for the time of election, the election must be held on the first Tuesday in June. Notice of such election must be given as prescribed in section three hundred and one, unless all of the stockholders waive such notice in writing. 1909–48.

302a. Upon the written request of not less than ten per cent of the stockholders, presented not less than two weeks prior to the time of the election provided for by section three hundred two of this code, there must be served upon each stockholder, at least one week prior to such election, one copy of a financial statement of the affairs of the corporation, which must show the authorized capital stock of the corporation, the amount of capital stock subscribed, the amount of capital stock actually paid in, the assets and the surplus and undivided profits of the corporation, the amount paid to employees, the names and addresses of all the officers and directors of the corporation, the amount of mortgages, bonded or other indebtedness of the corporation and the amount of the last annual, semi-annual or quarterly dividend, and a general summary of the business transacted by the corporation since the last preceding annual meeting. The financial statement herein referred to shall be signed by the president and secretary of the corporation and shall be sworn to by such officers before some officer authorized by law to administer oaths, and must be personally served upon each stockholder, or in lieu of personal service, must be sent by mail addressed to each stockholder to his place of residence if known,

or if not known, at the place where the principal office of the corporation is situated. The president or secretary of any corporation who with intent to deceive shall sign a false financial statement shall be deemed guilty of a misdemeanor. 1915—1271.

303. A corporation may, by its by-laws, where no other provision is specially made, provide for:

1. The time, place, and manner of calling and conducting its meetings, and may dispense with notice of all regular meetings of stockholders or directors.

2. The number of stockholders or members constituting a quorum. 3. The mode of voting by proxy.

4.. The qualifications and duties of directors, and also the time of their annual election, and the mode and manner of giving notice thereof.

5. The compensation and duties of officers. ,

6. The manner of election and tenure of office of all officers other than the directors; and,

7.. Suitable penalties for violations of by-laws, not exceeding in any case one hundred dollars for any one offense.

8. The newspaper in which all notices of the meetings of stockholders or board of directors, notices of which is required, shall be published, which must be some newspaper published in the county where the principal place of business of the corporation is located, or if none is published therein, then in a newspaper published in an adjoining county; provided, that when the by-laws prescribe the newspaper in which said publications shall be made, if from any cause at the time any publication is desired to be made, the publication of such newspaper shall have ceased, the board of directors may, hv an order entered on the records of the corporation direct the publication to be made in some other newspaper published in the county, or if none is published therein, then in an adjoining county. 1889–365.

304. All by-laws adopted must be certified by a majority of the directors and secretary of the corporation, and copied in a legible hand, in some book kept in the office of the corporation, to be known as the “book of by-laws," and the book must then be open to the inspection of the public during office hours each day except holidays. The bylaws may be repealed or amended, or new by-laws may be adopted, at the annual meeting, or at any other meeting of the stockholders or members, called for that purpose by the directors, by a vote representing two-thirds of' the subscribed stock, or by two-thirds of the members. The written assent of the holders of two-thirds of the stock, or two-thirds of the members if there is no capital stock, is effectual to repeal or amend any by-law, or to adopt additional by-laws. The power to repeal and amend the by-laws, and adopt new by-laws, may, by a similar vote at any such meeting, or similar written assent, be delegated to the board of directors. The power, when delegated, may be revoked by a similar vote, at any regular meeting of the stockholders or members. Whenever any amendment or new by-laws is adopted, it must be copied in the book of by-laws with the original by-laws, and immediately after them. If any by-law is repealed, the fact of repeal, with the date of the meeting at which the repeal was enacted, or written assent was filed, must be stated in said book. Until copied or stated as hereinbefore required, no by-law, nor any amendment or repeal thereof, can be enforced against any person, other than the corporation, not having actual notice thereof. 1905–557.

305. The corporate powers, business, and property of all corpora

tions formed under this title, must be exercised, conducted, and controlled by a board of not less than three directors, to be elected from among the holders of stock; or where there is no capital stock, then from the members of such corporations; except, that corporations formed or to be formed for the purpose of erecting and managing halls and buildings for the meetings and accommodation of several lodges or societies of any benevolent or charitable order or organization, and in connection therewith, the leasing of stores and offices in such building or building's for other purposes, the corporate powers, business, and property thereof may be conducted, exercised, and controlled by a board of not less than three nor more than fifty directors, tn be chosen from among the stockholders of such corporation or from among the members of such order or organization. A majority of the directors must be in all cases residents of this state. Directors of corporations for profit must be holders of stock therein to an amount to be fixed by the by-laws of the corporation. Directors of all other corporations must be members thereof. Unless a quorum is present and acting no business performed or act done is valid as against the corporation. Whenever a vacancy occurs in the office of director, unless the by-laws of the corporation otherwise provide, such vacancv must be filled by an appointee of the board. 1905—503.

307. All elections must be by ballot, and every stockholder shall have the right to vote in person or by proxy the number of shares standing in his name, as provided in section three hundred and twelve of this code, for as many persons as there are directors to be elected, or to cumulate said shares and give one candidate as many votes as the number of directors multiplied by the number of his shares of stock shall equal, or to distribute them on the same principle among as many candidates as he shall think fit. The provisions of this section, so far as it relates to cumulative voting, shall apply to all corporations and associations doing business in this state, having a capital stock or shares of stock, and electing directors by a meeting of stockholders held in this state, whether such corporations or associations are organized under the laws of this state or not and no election for directors of any corporation or association, doing business in this state, and electing directors in this state, shall be valid, if the right of a stockholder to cumulate his shares as herein provided shall be denied. In corporations having no capital stock, each member of the corporation may cast as many votes for one director as there are directors to be elected, or may distribute the same among any or all the candidates. In any case, the director receiving the highest number of votes shall be declared elected. The provisions of this section, so far as it relates to cumulative voting, shall not apply to literary, religious, scientific, social or benevolent societies, having no capital stock or shares, unless it shall be so provided in their by-laws or rules. 1903 -253.

308. Immediately after their election, the directors must organize by the election of a president, who must be one of their number, a secretary, and treasurer. They must perform the duties enjoined on them by law and the by-laws of the corporation. A majority of the directors is a sufficient number to form a board for the transaction of business, and every decision of a majority of the directors forming such board, made when duly assembled, is valid as a corporate act.

309. Unless they shall have been first permitted or authorized so to do by the commissioner of corporations, directors of corporations must not make dividends except from the surplus profits arising from the business thereof; nor must they create any debts beyond their subscribed capital stock; nor must they divide, with

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