for social purposes, and not directly for profit, may be exercised, conducted, and controlled by a board, consisting of such number of directors as may be in the constitution or by-laws provided; and corporations so formed may, in their constitution or by-laws, provide for the length of time that the directors, or any number thereof, shall act, and may, in like manner provide that certain directors, or a certain number of the board of directors, to be selected by the corporation or the board of directors, in the mode and manner provided in the constitution or by-laws, shall act for any specified length of time, or otherwise, as shall be in the constitution or by-laws set forth. 6. The amount of its capital stock, and the number of shares into which it is divided. Corporations formed for profit, pursuant to the provisions of this code, may, by their articles of incorporation, provide for the classification of their capital stock into preferred and common stock. In the event that the articles of incorporation shall provide for such classification the same must contain 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. The articles of incorporation shall also state, in clear and succinct manner, 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 shall any distinction be made between the classes of stock either as to voting power or as to the statutory or constitutional liability of the holders thereof to the creditors of the corporation. 7. If there is a capital stock, the amount actually subscribed, and by whom. Amended March 18, 1907; stats. 1907, p. 347. 53 Cal. 128; 65 Cal. 601; 89 Cal. 54; 102 Cal. 64; 106 Cal. 309; 127 Cal. 267; 128 Cal. 260; 130 Cal. 39; 146 Cal. 222; 148 Cal. 314, 328; 2 Cal. App. 542, 544. NOTE. § 290. The change consists in the addition of all after the first sentence in subdivision 6, providing for the classification of the capital stock into preferred and common stock. Requisites, certain kinds of corporations, see §§ 291, 593, 594, and 649, Civ. C. Certain corporations to file affidavit, showing what. § 290a. Before the secretary of state issues any certificate of incorporation or certificate of authority to transact business in this state, to any corporation, authorized in its articles of incorporation to act as executor, administrator, guardian, assignee, receiver, depositary or trustee, there must be filed in his office the affidavit of the persons named in said articles as the first directors of the corporation, that at least two hundred thousand dollars of the capital stock, has actually been subscribed, and paid in to a person named in such affidavit, for the benefit of the corporation and before he issues any certificate of incorporation, or certificate of authority to transact business in this state, to any corporation, authorized in its articles of incorporation to engage in the business of banking, or of receiving the money of others on deposit, there must in like manner be filed the affidavit provided herein that at least twenty-five thousand dollars of the capital stock, has actually been subscribed, and paid in to a person named in such affidavit, for the benefit of the corporation. Amended March 13, 1909; stats. 1909, p. 300; in effect in sixty days. See note to sec. 2902, post. Corporations not to use the word "trust" in corporate name unless authorized. § 2902. No corporation hereafter formed shall use the word "trust" or "trustee" as a part of its corporate name unless it shall be authorized by its articles of incorporation to act as executor, administrator, guardian, assignee, receiver, depositary or trustee, nor shall any corporation hereafter formed accept or execute any trust unless it shall have complied with all the provisions of "An act authorizing certain corporations to act as executor, and in other capacities, and to provide for and regulate the administration of trusts by such corporation," approved April 6th, 1891, and the amendment thereto approved April 1st, 1897. Enacted March 18, 1905; stats. 1905, p. 251. NOTE. § 2902. See Appendix for act of April 6, 1891, authorizing certain corporations to act as executors, etc., under heading "Executors." Certain corporations to state further facts in articles. § 291. The articles of incorporation of any railroad, wagon road, or telegraph organization must also state: 1. The kind of road or telegraph intended to be constructed; 2. The place from and to which it is intended to be run, and all the intermediate branches; 3. The estimated length of the road or telegraph line; 4. That at least ten per cent of the capital stock subscribed has been paid in to the treasurer of the intended corporation. Enacted March 21, 1872. 142 Cal. 227; 2 Cal. App. 553, 555, 557. Prerequisites: §§ 293, 294, 295, Civ. C. Articles, how subscribed and acknowledged. § 292. The articles of incorporation must be subscribed by three or more persons, a majority of whom must be residents of this state, and acknowledged by each before some officer authorized to take and certify acknowledgments or conveyances of real property. Amended March 20, 1905; stats. 1905, p. 503. 97 Cal. 278; 128 Cal. 260; 130 Cal. 39. Prerequisite to filing articles for certain corporations-Amounts to be subscribed to be fixed. § 293. Each intended corporation named in section two hundred and ninety-one, before filing articles of incorporation, must have actually subscribed to its capital stock, for each mile of the contemplated work, the following amounts, to wit: 1. One thousand dollars per mile of railroads ; 53 Cal. 128; 2 Cal. App. 550. Prerequisite to filing articles of incorporation for railroad, telegraph, and wagon road corporations. § 294. Before the articles of incorporation of any corporation referred to in the preceding section are filed, there must be paid, for the benefit of the corporation, to a treasurer elected by the subscribers, ten per cent of the amount subscribed. Enacted March 21, 1872. 2 Cal. App. 550. Oath of officer to subscription of stock and payment of ten per cent in case of such corporations. § 295. Before the secretary of state issues to any such corporation a certificate of the filing of articles of incorporation, there must be filed in his office an affidavit of the president, secretary, or treasurer named in the articles, that the required amount of the capital stock thereof has been actually subscribed, and ten per cent thereof actually paid to a treasurer for the benefit of the corporation. Enacted March 21, 1872. 2 Cal. App. 550. Signing fictitious name: Pen. C. § 557. To file articles with county clerk and secretary of state, and receive certificate-Term of existence. § 296. Upon filing the articles of incorporation in the office of the county clerk of the county in which the principal business of the company is to be transacted, and a copy thereof certified by the county clerk with the secretary of state, and the affidavit mentioned in the last section where such affidavit is required, the secretary of state must issue to the corporation, over the great seal of the state, a certificate that a copy of the articles containing the required statement of facts has been filed in his office, and thereupon the persons signing the articles and their associates and successors shall be a body politic and corporate by the name stated in the certificate, and for the term of fifty years, unless it is, in the articles of incorporation, otherwise stated, or in this code otherwise specially provided; provided, however, that the secretary of state shall not file any copy of the copy of any articles, or issue any certificate of incorporation to any corporation, which articles set forth the corporate name of any corporation heretofore organized in this state, or file any copy of any articles, or issue any certificate of incorporation to any corporation existing at the time of filing said articles, which articles set forth a name so closely resembling the name of such corporation as will tend to deceive. Amended March 23, 1901; stats. 1901, p. 629. 72 Cal. 382; 93 Cal. 39; 102 Cal. 62; 111 Cal. 135; 128 Cal. 262; 130 Cal. 38; 142 Cal. 281; 146 Cal. 222; 2 Cal. App. 550. Filing copy of articles in other counties: Civ. C. § 299. For fees for filing, etc., in the office of the secretary of state, see section 416 of the Political Code; for fees of county clerks, see Political Code, sec. 4300a. Certified copy of certificate to be prima facie evidence. § 297. A copy of any article of incorporation filed in pursuance of this chapter, and certified by the secretary of state, or by the county clerk of the county where the original articles shall have been filed, must be received in all the courts of this state, and other places, as prima facie evidence of the facts therein stated. Amended March 8, 1895; stats. 1895, p. 30. 67 Cal. 488; 72 Cal. 382; 2 Cal. App. 555. Restoration of lost original articles of incorporation. § 297a. Whenever the articles of incorporation of any corporation have been, or may hereafter be, destroyed by conflagration or other public calamity, a copy of the certified copy of the articles of incorporation of such corporation filed in the office of the secretary of state pursuant to the provisions of section two hundred and ninety-six of this code, duly certified by such secretary of state, may be filed in the office of the county clerk of the county where such articles of incorporation were on file at the time of their loss or destruction. Any such copy filed pursuant to this section shall have the same force and effect as the document so lost or destroyed. Enacted June 16, 1906; stats. 1906, p. 83. Who are members and who stockholders of a corporation. § 298. The owners of shares in a corporation which has a capital stock are called stockholders. If a corporation has no capital stock, the corporators and their successors are called members. Enacted March 21, 1872. 109 Cal. 588; 115 Cal. 593. Corporation to file articles in county where it holds property. § 299. No corporation hereafter formed must purchase, locate, or hold property, in any county in this state, other than the county in which its original articles of incorporation are filed, |