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.

ex

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 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 tended 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 petitioner, 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 corporation, or any person 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 unable to or may 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 trusts, 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.

The dissolution of a corporation, as the term is used in this section, shall include any legal termination of corporate existence, whether by forfeiture of charter, expiration of term of existence, dissolution by order of court of competent jurisdiction, or otherwise. The provisions of this section shall be cumulative of any other remedy provided by law, and shall not impair or affect any remedy or proceeding otherwise provided by law for settling the affairs of a corporation which has been dissolved. 1921-92.

Section

CHAPTER V.

General Provisions Affecting Corporations.

403. Title I Corporations, exceptions.

404. General power, legislative control.

403. The provisions of this title are applicable to every corporation, unless such corporation is excepted from its operation, or unless a special provision is made in relation thereto inconsistent with some provision in this title, in which case the special provision prevails. All requirements of law relating to or based upon the capital stock of corporations or the amount thereof or the shares into which such capital stock is or may be divided that are or may be applicable to corporations which have availed or may avail themselves of and are or may be governed by the provisions of sections two hundred ninety b, two hundred ninety c, two hundred ninety d, two hundred ninety e, and two hundred ninety f of the Civil Code shall be construed to apply to the stated capital of such corporations, the amount of such stated capital, or the shares of such corporations, respectively. No provisions of law, special or otherwise, relating to or based upon the capital stock of corporations or the amount of such capital stock or the shares into which such capital stock is, or may be, divided, or requiring that all shares of such capital stock shall have the same par value, shall be construed to prevail over sections two hundred ninety b, two hundred ninety c, two hundred ninety d, two hundred ninety e and two hundred ninety f of this code, but the aforesaid provisions shall be construed so as to give full effect to the above sections of this code, and so as not to limit or abridge the powers, authorities or privileges conferred or granted in and by said sections. 1925.

404. The legislature may at any time amend or repeal this part, or any title, chapter, article, or section thereof, and dissolve all corporations created thereunder; but such amendment or repeal does not, nor does the dissolution of any such corporation, take away or impair any remedy given against any such corporation, its stockholders or officers, for any liability which has been previously incurred. 1905-410.

Section

407. State rights.

CHAPTER VI.
Foreign Corporations.

407. Every railway or other corporation organized for the purpose of carrying freight or passengers under or by virtue of the laws of the United States, or of any state or territory thereof, may build railroads, exercise the right of eminent domain, and transact any other business which it might do if it were created and organized under or by virtue of the laws of this state, and has the same rights, privileges, and immunities, and is subject to the same laws, penalties, obligations, and burdens as if created or organized under and by virtue of the laws of this state. Nothing contained in this section shall be construed to exempt any corporation from any duty or liability imposed upon it by any of the provisions of this chapter. 1905-631.

TITLE II.

Insurance Corporations.

Chapter I. General Provisions.

II. Fire and Marine Insurance Corporations.

III.

Mutual Life, Health, and Accident Insurance Corporations.

IV. Mutual Benefit and Life Associations.

V. Corporations to Discover Fire and Save Property and
Human Life from Destruction Thereby.
VI. Life, Health, Accident, and Annuity or Endowment In-
surance on the Assessment Plan.

VII. Title Insurance Corporations.

VIII. Mortgage Insurance.

414. After the secretary of state issues the certificate of incorporation, as provided in article one, chapter one, title one, of this part, the directors named in the articles of incorporation must proceed in the manner specified, or in their by-laws, or if none, then in such manner as they may by order adopt, to open books of subscription to the capital stock then unsubscribed, and to secure subscriptions to the full amount of the fixed capital; to levy assessments and installments thereon, and to collect the same, as in chapter two of title one provided.

415. No insurance corporation may purchase, hold or convey real estate, except as hereinafter set forth, to wit:

1. The building in which it has its principal office and the land upon which it stands.

2. Also, such as may be requisite for its accommodation in the convenient transaction of its business.

3. Also, such as may be conveyed to it, or to any person for it, by way of mortgage, or in trust or otherwise, to secure or provide for the payment of loans previously contracted or for moneys due. 4. Also, such as may be purchased at sales upon deeds of trust, or judgments obtained or made for such loans or debts.

5. Also such as may be conveyed to it in satisfaction of debts previously contracted in the course of its dealings.

All such real estate, mentioned in subdivisions three, four and five, so acquired, which is not requisite for the accommodation of such corporation in the transaction of its business, must be sold and disposed of within five years after such corporation acquired title to the same. 1905-21.

416. All policies made by insurance corporations must be subscribed by the president or vice-president. or in case of the death, absence, or disability of those officers, by any two of the directors, and counter-signed by the secretary of the corporation. All such policies are as binding and obligatory upon the corporation as if executed over the corporate seal.

417. The directors of every insurance corporation, at such times as their by-laws provide, must make, declare, and pay to the stockholders dividends of so much of the net profits of the corporate business and interest on capital invested as to them appears advisable; but the moneys received and notes taken for premium on risks which are undetermined and outstanding at the time of making the dividend must not be treated as profits, nor divided, except as provided in chapter two of this title.

418. If any insurance corporation is under liabilities for losses to an amount equal to its capital stock, and the president or directors, after knowing the same, make any new or further insurance, the estates of all who make such insurance, or assent thereto, are severally and jointly liable for the amount of any loss which takes place under such insurance.

421. I. Corporations organized under the laws of this state for the transaction of any kind of insurance business authorized by such laws may invest their capital, surplus and accumulations in the purchase of, or loans upon, any of the securities specified in the following subdivisions, to wit:

(a) Bonds or interest-bearing notes or obligations of the United States or those for which the faith and credit of the United States are pledged for the payment of principal and interest.

(b) Bonds or interest-bearing notes or obligations of the Dominion of Canada or any province of the Dominion of Canada, or those for which the faith and credit of the Dominion of Canada or any province of the Dominion of Canada are pledged for the payment of principal and interest.

(c) Bonds of this state or those for which the faith and credit of the State of California are pledged for the payment of principal and interest, and bonds of any other state or territory in the United States that has not, within five years next preceding such investment by such insurance company, defaulted in payment of any part of either principal or interest due upon any legally authorized bond issue.

(d) Bonds or interest-bearing notes or obligations issued under authority of law by any city, city and county, county, municipality, or school district in this state or in any other state or territory of the United States or in any province of the Dominion of Canada; provided, that said city, city and county, county, municipality, or school district, or the state, territory or province in which it is located has not within two years next preceding such investment by such insurance company defaulted in the payment of any part of either principal or interest due upon any legally authorized bond issue.

(e) Bonds of any permanent road division in this state, and bonds of any reclamation district, irrigation district, municipal water district, county water works district, or of any other district, which are, by the express terms of the law of this state, made legal investments for the savings banks or insurance companies.

(f) Notes or bonds secured by mortgage or deed of trust or other lien upon improved or unimproved unincumbered real property;