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Affidavits of publication-Affidavits of sale-To be filed.

§ 348. The publication of notice required by this article may be proved by the affidavit of the printer, foreman, or principal clerk of the newspaper in which the same was published; and the affidavit of the secretary or auctioneer is prima facie evidence of the time and place of sale, of the quantity and particular description of the stock sold, and to whom, and for what price, and of the fact of the purchase money being paid. The affidavits must be filed in the office of the corporation, and copies of the same, certified by the secretary thereof, are prima facie evidence of the facts therein stated. Certificates signed by the secretary and under the seal of the corporation are prima facie evidence of the contents thereof.

Amended March 30, 1874; amendts. 1873-4, p. 207.
Publication: § 339, Civ. C.

Waiver of sale-Action to recover assessment.

§ 349. On the day specified for declaring the stock delinquent, or at any time subsequent thereto and before the sale of the delinquent stock, the board of directors may elect to waive further proceedings under this chapter for the collection of delinquent assessments, or any part or portion thereof, and may elect to proceed by action to recover the amount of the assessment and the costs and expenses already incurred, or any part or portion thereof.

Enacted March 21, 1872.

101 Cal. 76; 108 Cal. 493; 109 Cal. 3; 110 Cal. 635; 129 Cal. 296; 145 Cal. 700, 701; 2 Cal. App. 136; 4 Cal. App. 507; VII Cal. App. Dec. 730, 731.

CHAPTER III.

CORPORATE POWERS.

ART. I.

General powers. $$ 354-365.

II. Records. §§ 377-378.

III.

IV.

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Judgment against and sale of corporate property.
§§ 388-393.

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356.

357.

358.

359.

360.
361.

Limitation of powers.

Issuing or circulating paper money prohibited.
Misnomer does not invalidate instrument.

Corporation to organize within one year.

Increasing and diminishing capital stock or bonded indebtedness, how.

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Corporations may acquire real property, and how much.
Consolidation of mining companies owning adjoining
claims. [Repealed.]

361a. Sale, lease, or transfer of business or franchise.
Articles of incorporation, how amended.

362.

363.

363.

Corporations may own their lots and buildings. [Repealed.]

Erroneous filing of articles of incorporation, how cor-
rected.

364. Sale of concessions or property in foreign country.
Lost or destroyed records.

365.

Powers of corporations.

§ 354. Every corporation, as such, has power:

1. Of succession, by its corporate name, for the period limited; and when no period is limited, perpetually;

2. To sue and be sued, in any court;

3. To make and use a common seal, and alter the same a pleasure;

4. To purchase, hold, and convey such real and personal estate as the purposes of the corporation may require, not exceeding the amount limited in this part;

5. To appoint such subordinate officers or agents as the business of the corporation may require, and to allow them suitable compensation;

6. To make by-laws, not inconsistent with any existing law, for the management of its property, the regulation of its affairs, and for the transfer of its stock;

7. To admit stockholders or members, and to sell their stock or shares for the payment of assessments or installments;

8. To enter into any obligations or contracts essential to the transaction of its ordinary affairs, or for the purposes of the corporation.

Enacted March 21, 1872.

52 Cal. 59; 56 Cal. 63; 59 Cal. 24; 62 Cal. 104; 63 Cal. 363; 93 Cal. 309; 108 Cal. 558; 109 Cal. 163; 117 Cal. 177; 118 Cal. 138; 126 Cal. 416; 144 Cal. 594; 1 Cal. App. 195; 2 Cal. App. 627.

Definition of corporation: Civ. C. § 283; enumeration of powers: Civ. C. § 354; limitation of powers: Civ. C. § 355.

Succession for limited period, § 290; homestead corporations ten years, § 557, Civ. C.

Actions against corporation: Constitution of California, art. XII, § 16; Code Civ. Proc. § 395.

Power to make by-laws: Civ. C. § 301.

Sale of delinquent shares: Civ. C. § 331 et seq.

Limitation of powers.

§ 355. In addition to the powers enumerated in the preceding section, and to those expressly given in that title of this part under which it is incorporated, no corporation shall possess or exercise any corporate powers, except such as are necessary to the exercise of the powers so enumerated and given.

Enacted March 21, 1872.

62 Cal. 104.

Issuing or circulating paper money prohibited.

§ 356. No corporation shall create or issue bills, notes, or other evidences of debt, upon loans or otherwise, for circulation as money.

Enacted March 21, 1872.

See Pen. C. § 648, punishing issuance or circulation of paper money, except as authorized by the United States.

See, also, Constitution of California, art. XII, §5; but negotiable instruments may be executed: Civ. C. § 354, subdivision 8.

Misnomer does not invalidate instrument.

§ 357. The misnomer of a corporation in any written instrument does not invalidate the instrument, if it can be reasonably ascertained from it what corporation is intended.

Enacted March 21, 1872.

93 Cal. 314; 138 Cal. 194; 2 Cal. App. 441.

Corporation to organize within one year.

§ 358. If a corporation does not organize and commence the transaction of its business, or the construction of its works within one year from the date of its incorporation, or if, after its organization and commencement of its business, it shall lose or dispose of all its property, and shall fail for a period of two years to elect officers and transact, in regular order, the business of said corporation, its corporate powers shall cease, and the said corporation may be dissolved at the instance of any creditor of the said corporation, at the suit of the state, on the information of the attorney general; but the resumption of its business in good faith by such corporation prior to the commencement thereof shall be a bar to such suit. poration of any company claiming in good corporation under this part. and doing business as such, or its right to exercise corporate powers, shall not be inquired into collaterally in any private suit to which such de facto corporation may be a party; but such inquiry may be had at the suit of the state on information of the attorney general; provided, however, as to any company claiming in good faith to be, and which has been doing business for ten consecutive years as a corporation, no such inquiry shall be made either by the state or by any person whatsoever.

Amended March 23, 1901; stats. 1901, p. 632.

The due incorfaith to be a

64 Cal. 72; 77 Cal. 372; 80 Cal. 186; 82 Cal. 186; 97 Cal. 277; 102 Cal. 64; 106 Cal. 310; 109 Cal. 601; 126 Cal. 545; 131 Cal. 154; 137 Cal. 445; 151 Cal. 507, 508.

Provision for railroads: Civ C. § 468; street railroads: Civ. C. § 502.

Increasing and diminishing capital stock or bonded indebtedness, how.

$359. No corporation shall issue stocks or bonds except for money paid, labor done or property actually received, and all fictitious increase of stock or indebtedness is void. Every cor

poration may increase or diminish its capital stock, and every corporation, or two or more corporations, may create or increase its or their bonded indebtedness, subject to the following provisions :

First-The capital stock of a corporation may be increased or diminished at a meeting of the stockholders by a vote representing at least two thirds of the subscribed or issued capital stock, or in the manner otherwise in this section provided; when by meeting as aforesaid, then such meeting must be called by the board of directors or trustees, and notice must be given by publication in a newspaper published in the county or city and county where the principal place of business of the corporation is located, or if there be none published in said county or city and county, then in a newspaper published in an adjoining county, or city and county, such paper to be designated by the board of directors or trustees in the order calling for the meeting; provided, however, that where the articles of incorporation provide for two or more kinds of capital stock, no increase or reduction of capital stock shall be made without the assent of two thirds of all the subscribed stock, and in making such increase or reduction, the assent shall identify the particular class or classes of stock to be increased or reduced, and the amounts apportioned to each.

Second-The notice must specify the object of the meeting and the amount to which it is proposed to increase or diminish the capital stock, the time and place of holding the meeting, which latter must be at the principal place of business of the corporation and at the building where the board of directors or trustees usually meet. The notice herein provided must be published once a week for at least sixty days. The capital stock can not be diminished to an amount less than the indebtedness of the corporation.

Third-The bonded indebtedness of a corporation may be created or increased by a vote of the stockholders representing at least two thirds of the subscribed or issued capital stock at a meeting called by the board of directors or trustees, and after notice of the time and place of the meeting published in the same manner and for the time prescribed, which notice shall state the amount of the bonded indebtedness which it is proposed to create, or the amount to which it is proposed to increase such indebtedness, and shall in all other respects contain the

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