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the corporation or any of its officers, addressed to them, postage prepaid, at the county seat of the county, or county and city, where the place of business of said corporation is located. In addition to the notice by publication, the petitioner shall address a copy of said notice to each of the stockholders of said corporation, and also to each of the persons affected by said petition, whose names and places of residence or business are known to the corporation or any of its officers, at his place of business or residence, postage prepaid, which notice shall be mailed to such stockholders or persons within forty-eight hours after the filing of said petition. The court before proceeding to hear the case shall require

of to be made that notice has been published and given as hereinbefore required and service of such notice personally if the same has been so served and if the same has not been so served, an affidavit of the petitioner stating the reasons why such personal service has not been made, shall also be then filed. Upon the completion of such publication, said court shall have jurisdiction to inquire into and determine the loss, injury or destruction of such minutes, records, seal, assessment-book, stock-journal, stock-ledger, certificate-book, certificates of stock or bonds, or other papers and documents, and to fix and determine by its judgment or decree, the ownership of said certificates of stock or bonds and the persons entitled thereto, and to direct such corporation to restore its records, seal, assessment-book, stock-journal, stock-ledger, certificate book, certificates of stock or bonds or any other paper or record so lost, injured or destroyed, and to issue new bonds or certificates of stock or other paper or document to any person or persons to whom the same may belong or who may be entitled thereto, as determined by the judgment of the court. Any stock, bond or other paper, the ownership of which cannot be determined, shall be found by the court, by its judgment, to belong to unknown owners, and in all proceedings of such corporation, including proceedings for assessment of stock, and the collection of such assessment, and the payment of dividends, and notice of sale and sale for delinquent assessments, said stock or dividends shall be so designated as belonging to unknown owners, without giving the name of the owner thereof or the number of the certificate or series or issue. 1906–84.

ARTICLE II.

Records

Section

Section 377. Records generally..

378 Additional records, kept. 377. All corporations for profit are required to keep a record of all their business transactions; a journal of all meetings of their directors, members, or stockholders, with the time and place of holding the same, whether regular or special, and if special, its object, how authorized, and the notice thereof given. The record must embrace every act done or ordered to be done; who were present, and who absent; and if requested by any director, member, or stockholder, the time shall be noted when he entered the meeting or obtained leave of absence therefrom. On a similar request, the ayes and noes must be taken on any proposition, and a record thereof made. On similar request, the protest of any director, member, or stockholder, to any action or proposed action, must be entered in full. Such records shall be open to the inspection of any legislative committee, board, commission, or officer of the State of California whose duty it is to inspect or examine the same, and of any director, member, or bona fide stockholder thereof; provided, however, the board of directors may, by unanimous vote, deny such examination or inspection to a stockholder who demands the same with intent to use to the injury of the corporation the information to be acquired thereby, and a satisfactory showing of such intent shall be a complete defense to any action or proceeding brought by any such person to compel the officers of any such corporation to submit any of such records for his inspection or examination. 19171407.

378. In addition to the records required to be kept by the preceding section, corporations for profit must keep a book, to be known as the “stock and transfer book,” in which must be kept a record of all stock; the names of the stockholders or members, alphabetically arranged; installments paid or unpaid; assessments levied and paid or unpaid; a statement of every alienation, sale or transfer of stock made. the date thereof, and by and to whom: and all such other records as the by-laws prescribe. Corporations for religious and benevolent purposes must provide in their by-laws for such records to be kept as may be necessary. Such stock and transfer books shall be open to the inspection of any officer, bona fide stockholder, member, or creditor of the corporation. 1917--1407.

ARTICLE III.

Examination of Corporations, Etc. Section

Section 382. Examination generally. 383. Legislature examination.

: 382. The attorney-general or district attorney, whenever and as often as required by the governor, must examine into the affairs and condition of any corporation in this state, and report such examination, in writing, together with a detailed statement of facts, to the governor, who must lay the same before the legislature; and for that purpose the attorney-general or district attorney may administer all necessary oaths to the directors and officers of any corporation, and may examine them on oath in relation to the affairs and condition thereof, and may examine the books, papers, and documents belonging to such corporation, or appertaining to its affairs and condition.

383. The legislature, or either branch thereof, may examine into the affairs and condition of any corporation in this state at all times; and, for that purpose, any committee appointed by the legislature, or either branch thereof, may administer all necessary oaths to the directors, officers and stockholders of such corporation, and may examine them on oath in relation to the affairs and condition thereof, and may examine the safes, books, papers, and documents belonging to such corporation, or pertaining to its affairs and condition, and compel the production of all keys, books, papers, and documents by summary process, to be issued on application to any court of record or any judge thereof, under such rules and regulations as the court may prescribe,

ARTICLE IV.
Judgment Against and Sale of Corporate Property.
Section

Section 388. Sale of franchise.

391. Corporation, reserved power. 389. Purchasers right.

392. Redemption. 390. Penalties recovered.

393. Place of sale.

388. For the satisfaction of any judgment against any person, company, or corporation having any franchise other than the franchise

of being a corporation, such franchise, and all the rights and privileges thereof, may be levied upon and sold under execution, in the same manner and with the same effect as any other property. 1905– 409.

389. The purchaser at the sale must receiye a certificate of purchase of the franchise, and be immediately let into possession of all property necessary for the exercise of the powers and the receipt of the proceeds thereof, and must thereafter conduct the business of such

poration, with all its powers and privileges, and subject to all its liabilities, until the redemption of the same as hereinafter provided.

390. The purchaser or his assignee is entitled to recover any penalties imposed by law and recoverable by the corporation for an injury to the franchise or property thereof, or for any damages or other cause, occurring during the time he holds the same, and may use the name of the corporation for the purpose of any action necessary to recover the same. A recovery for damages or any penalties thus had is a bar to any subsequent action by or on behalf of the corporation for the same.

391. The person, company, or corporation whose franchise is sold, as in this article provided, in all other respects retains the same powers, is bound to the discharge of the same duties, and is liable to the same penalties and forfeitures, as before such sale. 1905—409.

392. Redemption from any such sale may be had as provided in the Code of Civil Procedure in the case of redemption from sales of real estate on execution. 1905—409.

393. The sale of any franchise under execution must be made in the county in which the corporation has its principal place of business, or in which the property, or some portion thereof, is situated. 1905–409.

CHAPTER IV.
Extension and Dissolution of Corporations.

Section

Section 400. Dissolution generally.

402. Proceedings, dissolving cor401. Existence, extensions gener

porations. ally. 400. Unless other persons are appointed by the court, the directors or managers of the affairs of a corporation at the time of its dissolution are trustees of the creditors and stockholders or members of the corporation dissolved, and have full powers to settle the affairs of the corporation, collect and pay outstanding debts, sell the assets thereof in such manner as the court shall direct, and distribute the proceeds of such sales and all other assets to the stockholders. Such trustees shall have authority to sue for and recover the debts and property of the corporation, and shall be jointly and severally personally liable to its creditors and stockholders or members, to the extent of its pro

perty and effects that shall come into their hands. Death, resignation or failure or inability to act shall constitute a vacancy in the position of trustee, which vacancy shall be filled by appointment by the superior court upon petition of any person or creditor interested in the property of such corporation. Such trustees may be sued in any court in this state by any person having a claim against such corporation or its property. Trustees of corporations heretofore dissolved or whose charters have heretofore been forfeited by law shall have and discharge in the same manner and under the same obligations, all the powers and duties herein prescribed. Vacancies in the office of trustees of such corporations shall be filled as hereinbefore provided; provided, however, that any deed executed in the name of such corporation by the president or vice-president and secretary or assistant secretary after a dissolution thereof or after a forfeiture of the charter of such corporation or after the suspension of the corporate rights, privileges and powers of such corporation, which deed shall have been duly recorded in the proper book of records of the county in which the land or any portion thereof so conveyed is situated, for a period of five years, shall have the same force and effect as if executed and delivered prior to said dissolution, forfeiture or suspension, 1921–574.

401. Every corporation heretofore or hereafter formed, and existing under the laws of this state, may at any time prior to the expiration of the term of its corporate existence extend such term to a period not exceeding fifty years from the date of such extension. Such extension may be made at any meeting of the stockholders, or members, called by the directors especially for considering the subject, if voted for by the stockholders representing two-thirds of the capital stock; or by two-thirds of the members where there is no capital stock; or may be made upon the written assent of twothirds of the members or of stockholders representing two-thirds of the capital stock. A certificate of such vote or assent bearing the corporate seal · and signed and sworn to by the president and secretary and by a majority of the directors of the corporation, shall be filed in the office of the secretary of state and thereupon the term of existence of the corporation shall be extended for the period specified in such 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. The fees for certifying such certificate and filing the same and the certified copy thereof, shall be the same as those prescribed by law for certifying and filing articles of incorporation in such cases. In no event shall such extensions be construed to prolong or extend the duration of any franchise or privilege heretofore granted to any corporation or joint stock company by special legislative act, or by the municipal authorities of any county, city, city and county, town or other political subdivision of this state, beyond the term fixed by the provisions of the act, ordinance or resolution conferring such privilege or franchise, or beyond the term fixed for the maximum period of existence of such corporation or joint stock company by laws in force and governing the formation and organization thereof at the time such corporation or joint stock company was formed or organized. 1921-132.

402. If, upon the dissolution of any corporation, whether heretofore or hereafter occurring, the identity of the directors or managers of the affairs of such corporation, at the time of such dissolution shall not be otherwise judicially established, any person interested

in the property, comprising the assets of such corporation at the time of such dissolution, may file a verified petition in the superior court of the State of California in and for the county wherein was located the principal place of business of such corporation, at the time of its dissolution, setting forth the facts of dissolution of such corporation, the petitioner's interest in the property which formerly comprised the assets of such corporation, the absence of any judicial determination of the identity of the directors or managers of the affairs of such corporation at the time of its dissolution, the names and places of residence, so far as known to petition, of the persons · who were such directors or managers of the affairs of such corporation (or if any be dead, or unable to act, or their names or places of residence be unknown, then such facts shall be stated), also any other facts pertinent to the relief prayed for, and a request that a decree be entered in said court, establishing the identity of the persons who were such directors or managers of the affairs of such corporation at the time of its dissolution, and for an order appointing successors for any such directors or managers who may be dead or unable to act, or if it be impossible to determine the identity of all or any of such directors or managers, then for an order appointing trustees of the creditors and stockholders or members of such corporation in the place of such unknown directors or managers.

Upon the filing of such petition the clerk of said court shall fix a time and place for hearing said petition, not less than fifteen nor more than thirty days from the filing of said petition, and shall give notice thereof by posting notices in three public places in said county at least ten days before the date fixed for said hearing, and, if the place of residence of any such directors or managers be stated in the petition, then by mailing copies of said notice to each of the persons named in said petition as directors or managers of the affairs of such corporation at the time of its dissolution, at their respective places of residence as stated in said petition.

At any time before the date fixed for such hearing, any person interested in any property formerly comprising the assets of such

or any person na

son named in said petition as one of the directors or managers of the affairs of such corporation, may answer said petition and deny any of the matters contained therein and set forth such affirmative matters as may aid the court in making a proper decree in accordance with the purposes of the petition.

At the time fixed for such hearing or at such time thereafter as may be fixed by the court, the court must hear the proofs offered by the petitioner and by any person answering the same, and must make an order and decree, conformable to the proofs, determining and establishing the identity of the persons who were the directors or managers of the affairs of such corporation at the time of its dissolution, and appointing successors for any such directors or managers who may be dead, or who may be un

lay refuse to act, or appointing trustees in the place of any of such directors or managers whose identity cannot be determined. Any such successor or trustee so appointed, shall thereupon become one of the trustees of the creditors and stockholders or members of such corporation, with the same powers and duties as by section four hundred of this code, and otherwise by law, shall be given to or imposed upon directors or managers of such corporation upon its dissolution.

Said court shall thereafter retain jurisdiction in said proceeding to hear and determine all matters pertaining to said trustees, which may arise out of the provisions of section four hundred of this code, or which may not be otherwise expressly provided for, and to make all necessary orders, judgments and decrees pursuant thereto.

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