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may file with such secretary his dissent in writing; but it is further provided, that if at any time within said thirty days such written assent or assents of the stockholders holding all of the subscribed or issued capital stock be so filed with the secretary, then and at once and without further delay the certificate hereinafter provided for may be so made, signed and filed as hereinafter provided and with the same effect, but such capital stock cannot be diminished to an amount less than the indebtedness of the corporation, and no increase of capital stock or bonded indebtedness can be made, except at a meeting of the stockholders as in this section provided.

6. Any two or more corporations may by a separate compliance by each corporation with the provisions of this section applicable in the premises in respect to creating or increasing bonded indebtedness create or increase a consolidated bonded indebtedness of such corporation, to be binding, jointly and severally on such corporations, and which may be secured by a consolidated mortgage or deed of trust executed by all such corporations, mortgaging or conveying in trust all or any of the properties of all such corporations, acquired or to be acquired.

7. Upon such increase or diminution of the capital stock or creation or increase of the bonded indebtedness being made in accordance with the provisions of this section there shall be made, if proceedings are had under the provisions first, second, third and fourth above, a certificate under the corporate seal and signed by the president and secretary of the corporation or of each corporation acting in the premises and a majority of the directors or trustees of such corporation, or each corporation so acting, showing a compliance by such corporation, or each corporation so acting, with the requirements of said last named subdivisions and the amount to which the capital stock has been increased or diminished and the number of shares into which the capital stock, as increased or diminished, is to be divided and the par value thereof or the amount of the bonded indebtedness created, or to which the bonded indebtedness may have been increased, and the amount of stock represented at the meeting and the total vote in the affirmative by which the same was accomplished and the total vote in the negative; or if such proceedings be had and taken under subdivision fifth of this section as to diminution of capital stock or original creation of bonded indebtedness a like certificate shall be made and sealed and signed as aforesaid, showing a compliance by such corporation, and by each corporation acting in the premises, with the requirements of said subdivision fifth, and the amount to which the capital stock has been diminished and the number of shares into which the capital stock, as diminished, is to be divided and the par value thereof for the amount of bonded indebtedness so originally created, and the total amount of the stock represented by the said written assent or assents so filed with the secretary and the total amount of stock represented by the said written dissent or dissents so filed. In case of a consolidated bond of indebtedness each

d bond of indebtedness each corporation which is a party thereto shall cause to be made and signed and sealed and verified and filed, as in this section provided, a separate certificate.

8. In all cases the certificates shall state the total number of subscribed or issued shares of the capital stock of the corporation or of each corporation respectively acting in the premises and shall set forth the dates on which the notice hereinabove required was published and shall be verified by the oath of the said president and secretary or of the said respective presidents and secretaries. Such consolidated bonded indebtedness may be created or incrased to an amount equal to the par or face value of the aggregate amount of the subscribed or issued capital stocks of said two or more

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corporations, but shall not exceed such aggregate amount. In each and every case the certificate must be filed in the office of the secretary of state, and thereupon the capital stock shall be so increased or diminished, or the bonded indebtedness or consolidated bonded indebtedness shall be created or increased accordingly. The secretary of state shall forthwith issue a certified copy of said certificate and transmit said copy to the county clerk of the county in which the principal place of business of the corporation was situated at the time said corporation was incorporated, which copy shall be filed by said county clerk upon payment of the fee prescribed by law. A copy of such certificate, certified by the secretary of state, shall be filed by such corporation in the office of the county clerk of every county in which said corporation has or holds real property. Any corporation which shall fail to comply with the requirements of the preceding sentence shall be subject to the penalties and liabilities provided in section two hundred ninety-nine for a failure of corporations to file copies of their articles of incorporation with the county clerks of the counties in which they shall purchase, hold or locate real property; and such certificate or certificates so filed shall be, when said certified copy or copies are so filed, conclusive proof of such increase or diminution of capital stock or such creation or increase of bonded or consolidated bonded indebtedness and the validity of each thereof. When the by-laws of a corporation prescribe the paper in which notice of meetings of directors or trustees or stockholders are to be published the notice or publication herein provided for shall be published in such paper, unless publication thereof shall have ceased. 1923.

360. No corporation shall acquire or hold any more real property than may be reasonably necessary for the transaction of its business, or the construction of its works, except as otherwise specially provided. A corporation may acquire real property, as provided in title seven, part three of the Code of Civil Procedure, when needed for any of the uses and purposes mentioned in said title. By a unanimous vote of all the directors at any regular meeting, any corporation existing, or hereafter to be formed under the laws of this state. may acquire and hold the land and building on and in which its business is carried on, and may improve the same to any extent required for the convenient transaction of its business. 1905-774.

361. Any corporation or association may increase or diminish the number of its directors or trustees by the vote or written assent of stockholders representing a majority of its subscribed capital stock, or, if it has no capital stock, by the vote or written assent of the majority of the members. A certificate over the corporate seal, 'setting forth the action taken by the stockholders, or members, and stating the new number of directors, shall be signed by the president and secretary of such corporation or association, and filed in the office of the secretary of state whereupon the number of directors or trustees shall be changed as stated in 'said certificate. The secretary of state shall forthwith issue a certified copy of said certificate and transmit said copy to the county clerk of the county in which the principal place of business of the corporation was situated at the time said corporation was incorporated which copy shall be filed by said county clerk upon payment of the fee prescribed by law. A copy of such certificate, certified by the secretary of state, shall be filed by such corporation in the office of the county clerk of every county in which said corporation has or holds real property. Any corporation which shall fail to comply with the requirements of the preceding sentence shall be subject to the penalties and liabilities provided in section two hundred ninety-nine for a failure of corporations to file copies of their

articles of incorporation with the county clerks of the counties in which they shall purchase, hold or locate real property. This section shall apply to all corporations existing under the laws of the State of California, whether organized and incorporated prior to the enactment of this code, or subsequent thereto. 1921–127.

361a. No sale, lease, assignment, transfer or conveyance of the business, franchise and property, as a whole, or any corporation now existing, or hereafter to be formed in this state, shall be valid without the consent of stockholders thereof, holding of record at least two-thirds of the issued capital stock of such corporation; such consent to be either expre

ressed in writing, executed and acknowledged by such stockholders, and attached to said sale, lease, assignment, transfer or conveyance, or by vote at a stockholder's meeting of such corporation called for that purpose; but with such assent, so expressed, such sale, lease, assignment, transfer or conveyance shall be valid; provided, however, that nothing herein contained shall be construed to limit the power of the directors of such corporation to make sales, leases, assignments, transfers or conveyances of corporate property other than those hereinabove set forth. 1903–396.

362. Any corporation organized under the laws of this state may amend its articles of incorporation for any or all of the following purposes:

1. To set forth a new name.

2. To alter or repeal any provision appearing in its original or amended articles of incorporation relative to the purposes for whic the corporation is formed, or to set forth, additional powers or purposes.

3. To designate a principal place of business other than the place designated in its original or amended articles of incorporation.

4. To state the date to which its existence has been extended. 5. To state the number of its directors, as increased or diminished.

6. To state the amount of its capital stock as increased or diminished and the number of shares and the par value thereof, or to change the number of shares and their par value or to provide for the classification of its capital stock into preferred and common shares, in which event there must be set forth a statement of the number of shares of stock to which preference is granted and the number of shares of stock to which no preference is granted, also a clear and succinct statement of the nature and extent of the preference granted, and except as to the matters and things so stated, no distinction shall exist between said classes of stock or the owners thereof; provided, however, that no preference shall be granted nor any distinction be made between the classes of stock either as to voting power or as to statutory or constitutional liability of the holders thereof to the creditors of the corporation; and provided, further, that both the preferred and common shares shall be of tne same par value.

7. To change the statement appearing in its original or amended articles of incorporation of the nature and extent of such preference, subject to the above limitations.

8. And generally to provide for any other amendment not contrary to law. The articles of incorporation may be amended as aforesaid by a majority vote of the board of directors of the corporation and by the vote or written assent of the holders of at least two-thirds of the subscribed capital stock of such corporation, or if the corporation has no capital stock then by a majority vote of its board of directors and by the vote or written assent of a majority of the members. Upon the adoption of amended articles of incorporation, a copy of the articles as thus amended shall be certified to as correct by the president and secretary and a majority of the directors of the corporation and the corporate seal of such corporation shall be affixed to the certificate. Such certificate shall also set forth the proceedings by virtue of which the amended articles were adopted, which proceedings must be in accordance with the provisions of this section above set forth. The copy of amended articles of incorporation thus certified, shall be filed in the office of the secretary of state, whereupon such corporation shall have the same powers and the stockholders thereof shall thereafter be subject to the same liabilities as if such amendment had been embraced in the original articles of incorporation. The secretary of state shall forthwith issue a certified copy of said amended articles of incorporation and transmit said copy to the county clerk of the county in which the principal place of business of the corporation was situated at the time said corporation was incorporated, which copy shall be filed by said county clerk upon payment of the fee prescribed by law. A copy of such amended articles of incorporation certified by the secretary of state, shall be filed in the office of the county clerk of every d other county in which such corporation has or ho

ration has or holds real property. Any corporation which shall amend its articles of incorporation and shall fail to file copies of its amended articles, as required by the preceding sentence, shall be subject to the penalties and liabilities provided in section two hundred ninety-nine for a failure of corporations to file copies of their articles of incorporation in the office of the county clerks of the counties in which they shall purchase. hold. or locate property. Nothing contained in this section must be construed to cure or amend any defect existing in the original articles of incorporation, where such defect is of such character as to render such original articles invalid. And it is hereby expressly provided that no corporation shall amend its articles of incorporation to alter the statements which appear in the original articles of the names and residences of the first directors or the statements which appear in such originals, of the amount of capital stock subscribed and by whom. Nothing appearing herein shall be construed as permitting a corporation to change its name or its principal place of business, extend or reduce its term of existence, or increase or diminish its number of directors or its capital stock, by amending its articles of incorporation. 1921—134.

363. When articles of incorporation have been prepared, subscribed, and executed in accordance with the provisions of sections two hundred and ninety and two hundred and ninety-two of the Civil Code, and such original articles filed by error or inadvertence with the clerk of a county other than that named in the articles of incorporation as the county in which the principal place of business is to be transacted, and the secretary of state shall have issued a certificate of incorporation based on a certified copy of such original articles of incorporation, any stockholder or director of such corporation may petition the superior court of the county in which said original articles of incorporation were filed for an order to withdraw such original articles of incorporation, and file in place thereof a certified copy of the copy thereof on file in the office of the secretary of state. Such petition must be verified, and must state clearly the facts, showing that such articles of incorporation were filed by inadvertence and mistake; and notice of the hearing of said petition must be given for at least ten days before the day of hearing, by publication in a newspaper published in the county where such petition is filed. Upon the day set for hearing the petition the superior court may grant an order allowing such original articles of incorporation to be withdrawn, and a certified copy of the copy in the office of the secretary of state in the place thereof filed; and the original articles of incorporation must be filed

within ten days thereafter in the county in which the principal place of business is to be transacted, as stated in such articles of incorporation, and a certified copy of the order allowing such action must be filed with the certified copy in the office of the secretary of state, after which said corporation shall be entitled to all rights and privileges of a private corporation, and the title to any property it may have previously acquired shall not be affected by reason of the failure to file the original articles of incorporation in the first instance.1889-332

364. Any corporation of this state owning grants, concessions, franchises, and properties or any thereof, in any foreign country, may sell and convey the same to the government of such foreign country, or to any person or persons, or any corporation or corporations, or association or associations, created by or existing under the laws of this or any other state or the United States, or any foreign government; provided, however, that the powers hereby granted shall only be exercised by a majority of the entire board of directors of such corporation of this state, with the concurrence in writing of the holders of two-thirds in amount of the capital stock thereof. 1899—95.

365. Whenever it shall appear that the 'minutes, records, seal, assessment-book, stock-journal, stock-ledger, certificate-book, certificate of stock or bonds or other papers or records of any corporation, municipal, quasi or otherwise, in this state, shal

in this state, shall have been or shall hereafter be lost or destroyed by conflagration or other public calamity, such corporation, by a vote of its board of directors, or any stockholder or bondholder of such corporation, may petition the superior court of the county, or city and county, in which the principal place of business of such corporation is located, to restore such lost, de

njured minutes, records, seal, assessment-book, stock-journal, stock-ledger, certificate-book, certificate of stock or bonds or other papers or records. Such petition shall state the loss, destruction or injury. to any such records or documents or certificates of stock or bonds, or other papers or records, or any part or portion thereof, giving the cause of such loss, injury or destruction. On the filing of such petition, duly verified, said superior court shall make an order, fixing a time and place for the hearing of the same, and directing the clerk of the court to give notice of such a hearing by publication of a notice stating the time and place of hearing of said petition and the purpose thereof, which time shall not be less than twenty-five nor more than thirty days from the completion of such publication. Notice of such hearing shall be given by publication in some newspaper of general circulation, printed and published in such county, or city and county, where the principal place of business of said corporation is located, and if there be no such newepaper published in said county, or city. and county, then in some adjoining county, to be designated by the court or judge thereof, which publication shall be daily (except Sundays) for a period of at least three successive weeks. In case there is no daily newspaper published in either of said counties, thens notice shall be published once a week for three successive weeks in a weekly newspaper published in such county. A copy of said notice shall also be personally served upon all persons affected thereby residing in the state of California, whose place of residence or place of business is known to the corporation or any of its officers, if such person can be found within the state, which service may be made at any time during said period of publication. If the place of business or place of residence of any persons affected by said petition or proceeding is unknown to the corporation or any of its officers, within forty-eight hours after the filing of said petition, a copy of said notice shall be mailed to each of the persons affected by said petition or proceeding whose. place of residence or place of business is unknown to

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