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 two thirds of the members or of stockholders representing two thirds of the capital stock. A certificate of such vote or assent shall be signed and sworn to by the president and secretary and by a majority of the directors of the corporation, and filed in the office of the county clerk where the original articles of incorporation were filed, and a copy certified by such clerk 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 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 extension 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.

Amended March 18, 1907; stats. 1907, p. 344.

ED NOTE. § 401. See note to section 401, ante, as it stood in 1905. See, also, Appendix, for form of certificate of extension of corporate existence under section 7, article XII, Constitution.

How corporations may continue their existence. [Repealed.] $ 402. How corporations may continue their existence. pealed March 30, 1874; amendts. 1873-4, p. 209.]

[Re

Title one to apply to all corporations, with certain exceptions. [Repealed.]

$403. Title one to apply to all corporations with certain exceptions. [Repealed March 20, 1905; stats. 1905, p. 410.] NOTE. See note to § 403 in chapter V.

CHAPTER V.

GENERAL PROVISIONS AFFECTING CORPORATIONS.

SEC. 403.

404.

Title one to apply to all corporations, with certain exceptions.

Power of the legislature to amend or repeal this part, or any title, chapter, article, or section thereof, and to dissolve all corporations created thereunder.

Title one to apply to all corporations, with certain exceptions. § 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.

Enacted March 20, 1905; stats. 1905, p. 410.

109 Cal. 582; 122 Cal. 339.

NOTE. § 403, 404. The amendment of 1905 added a new chapter entitled "General Provisions Affecting Corporations." Said chapter is made up of the old section 403, which stood in a chapter entitled "Extension and Dissolution of Corporations," and of the matter in old section 384, which stood in a chapter entitled "Examination of Corporations." The object of the rearrangement was the placing of the sections under a more appropriate chapter heading.

Power of the legislature to amend or repeal this part, or any title, chapter, article, or section thereof, and to dissolve all corporations created thereunder.

§ 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.

Enacted March 20, 1905; stats. 1905, p. 410.

145 Cal. 480.

NOTE. See note to preceding section.

CHAPTER VI.

[Chapter VI added March 21, 1905; stats. 1905, p. 630.]

FOREIGN CORPORATIONS.

SEC. 405. Designation of person on whom process may be served. Service on the secretary of state, when valid.

406. Foreign corporations, statute of limitations in favor of. Proof of corporate existence. Change of designation.

407. Foreign railway corporations, rights of, in this state. 408. Foreign corporations to file certified copies of articles of incorporation.

409.

410.

Foreign corporations, fees to be paid by, on filing certified copies of articles of incorporation.

Foreign corporations, penalty for failure to file certified copies of articles of incorporation.

Designation of person on whom process may be served-Service on the secretary of state, when valid.

§ 405. Every corporation other than those created by or under the laws of this state must, at the time of filing the certified copy of its articles of incorporation, file in the office of the secretary of state a designation of some person residing within the state upon whom process issued by authority of or under any law of this state may be served. A copy of such designation, duly certified by the secretary of state, is sufficient evidence of such appointment. Such process may be served on the person so designated, or, in the event that no such person is designated, then on the secretary of state, and the service is a valid service on such corporation.

Amended March 18, 1907; stats. 1907, p. 558.

138 Cal. 738; 145 Cal. 601; 146 Cal. 650; 153 Cal. 405;

1 Cal. App. 719, 720, 721; VII Cal. App. Dec. 540, 541.

NOTE. §§ 405, 406, 407. These sections codify the statute of 1871-2, page 826, as amended, 1899, page 111, and section 1, statute of 1880, page 21.

Foreign corporations, statute of limitations in favor of-Proof of corporate existence-Change of designation.

§ 406. Every corporation which complies with the provisions of this chapter is thereafter entitled to the benefit of the laws of this state limiting the time for the commencement of civil

actions, but no corporation not created by or under the laws of this state is entitled to the benefit thereof, nor can any such corporation maintain or defend any action or proceeding in any court of this state until the corporation has complied with the provisions of the preceding section. In any action or proceeding instituted against any body styled as a corporation, but not created by nor under the laws of this state, evidence that such body has acted as a corporation, or employed methods usually employed by corporations, must be received by the court for the purpose of proving the existence of such corporation, the sufficiency of such evidence to be determined by the court with like effect as in other cases. Every corporation which has complied with the laws then in force, requiring it to make and file a designation, of the person upon whom process against it may be served, need not make or file any further designation. Any designation heretofore or hereafter made may be revoked by the filing by the corporation with the secretary of state of a writing stating such revocation. Within forty days after the death or removal from the state of any person designated by the corporation, or after the revocation of the designation, the corporation must make a new designation, or be subject to the provisions and penalties of this chapter. Enacted March 21, 1905; stats. 1905, p. 630.

153 Cal. 537; VII Cal. App. Dec. 540.

NOTE. See note to § 405.

Foreign railway corporations, rights of, in this state.

§ 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. Enacted March 21, 1905; stats. 1905, p. 631.

Foreign corporations to file certified copies of articles of incorporation.

§ 408. Every corporation organized under the laws of another state, territory, or of a foreign country, which is now doing business in this state, or is maintaining an office herein, or which shall hereafter do business in this state or maintain an office herein, or which shall enter this state for the purpose of doing business herein, must file in the office of the secretary of state of the State of California a certified copy of its articles of incorporation, or of its charter, or of the statute or statutes, or legislative, or executive, or governmental act or acts creating it, in cases where it has been created by charter, or statute, or legislative, or executive, or governmental act, duly certified by the secretary of state, or other officer authorized by the law of the jurisdiction under which such corporation is formed to certify such copy, and a certified copy thereof, duly certified by the secretary of state of this state, in the office of the county clerk of the county where its principal place of business is located, and also where such corporation owns property.

Amended March 18, 1907; stats. 1907, p. 559.

153 Cal. 535; VIII Cal. App. Dec. 274.

NOTE. §§ 408, 409, 410.

1901, page 108.

These sections codify the statute of

Foreign corporations, fees to be paid by, on filing certified copies of articles of incorporation.

§ 409. For filing and issuing a certified copy as required in section four hundred and eight of this code, corporations formed under the laws of another state, or of a territory, or of a foreign country, must pay the same fees as are paid by corporations formed under the laws of this state.

Enacted March 21, 1905; stats. 1905, p. 631.

NOTE. See note to § 408.

Foreign corporations, penalty for failure to file certified copies of articles of incorporation.

§ 410. Every corporation organized under the laws of another state, territory, or of a foreign country, which shall neglect or fail, within ninety days from the taking effect of this section, to comply with the conditions of sections four hundred and eight and four hundred and nine of this code, shall be subject to a fine of not less than five hundred dollars, to be recovered