and stockholders of the corporation dissolved, and shall have full power and authority to sue for and recover the debts, and property of the corporation, by the name of trustees of such corporation, collect and pay the outstanding debts, settle all its affairs, and divide among the stockholders the money and other property that shall remain after the payment of the debts and necessary expenses. ART. 503, Sec. 24. Any corporation formed under this act may dissolve and disincorporate itself by presenting to the county judge of the county in which the meetings of the trustees are usually held, a petition to that effect, accompanied by a certificate of its proper officers, and setting forth, that at a general or special meeting of the stockholders called for that purpose, it was decided by a vote of two-thirds of all the stockholders to disincorporate and dissolve the corporation; notice of the application shall then be given by the clerk, which notice. shall set forth the nature of the application, and shall specify the time and place at which it is to be heard, and shall be published in some newspaper of the county once a week for four weeks, or if no newspaper is published in the county, by advertisement posted up for thirty days in three of the most public places in the county. At the time and place appointed, or at any other to which [it] may be postponed by the judge, he shall proceed to consider the application, and, if satisfied that the corporation has taken the necessary preliminary steps, and obtained the necessary vote to dissolve itself, and that all claims against the corporation are discharged, he shall enter an order declaring it dissolved. ART. 504, Sec. 25. The fifth chapter of an act concerning corporations, passed April twenty-second, one thousand eight hundred and fifty, is repealed; but this repeal shall not be construed to destroy the existence of any company already formed under the provisions of said chapter, nor to affect any right acquired or liability incurred under the same; but as to all such companies, the provisions of said chapter shall continue in full force, except in those instances in which any company heretofore incorporated may avail itself of the provisions of the next section of this act. ART. 505, Sec. 26. Any company incorporated under the said fifth chapter of an act concerning corporations, passed April twenty-second, one thousand eight hundred and fifty, may continue its corporate existence under this act by adopting a resolution to that effect by a vote of two-thirds of all the stockholders, and filing a certificate thereof, signed by its proper officers, in the office of the secretary of state and of the county clerk of the county in which is located the principal place of business of the corporation. From the time of filing the certificate, the corporation shall be subject only to the provisions of this act, but the change so made shall not affect any right acquired or liability incurred previously by the corporation. ART. 506, Sec. 27. Corporations formed under this act, and the members thereof, shall not be subject to the conditions and liabilities contained in an act entitled "An Act concerning Corporations," passed April twenty-second, one thousand eight hundred and fifty. Supplement of March 27, 1857. ART. 507, Sec. 1. It shall be the duty of the trustees of every company, incorporated under this act, for the purpose of ditching, mining or conveying water for mining purposes, to cause a book to be kept, containing the names of all persons, alphabetically arranged, who are or shall become stockholders of the corporation, and showing the number and designation of shares of stock held by them respectively, and the time when they respectively became the owners of such shares; also, a book or books, in which shall be entered at length, in a plain and simple manner, all by-laws, orders and resolutions of the company and board of trustees, and the manner and time of their adoption, which books, during the business hours of the day, Sundays and Fourth of July excepted, shall be open for the inspection of stockholders and the creditors of the company, each indi of vidual stockholder, and their duly authorized agents and attorneys, at the office or principal place of business of the company; provided, that the office and books every such company shall be kept, and the books of the company shall be open as aforesaid, in the county in which their business is transacted; and every stockholder or creditor as aforesaid, or their agents or attorneys, shall have the right to make extracts from such books, or upon payment of reasonable clerk's fees therefor, to demand and receive from the clerk, or other officer having the charge of such books, a certified copy of any entry made therein; such book or certified copy of any entry shall be presumptive evidence of the facts therein stated, in any action or proceeding against the company, or any one or more stockholders. ART. 508, Sec. 2. If the clerk or other officer having charge of such books shall make any false entry, or neglect to make any proper entry therein, or shall refuse or neglect to exhibit the same, or allow the same to be inspected, or extracts taken therefrom, or to give a certified copy of any entry therein, as provided in the preceding section, he shall be deemed guilty of a misdemeanor, and shall forfeit and pay to the party injured, a penalty of two hundred and one dollars and all damages resulting therefrom, to be recovered in any court of competent jurisdiction in this state; and for neglect to keep such books for inspection, and at the place provided for in the last section, the corporation shall forfeit to the people of the state of California the sum of two hundred and one dollars for every day they shall so neglect, to be sued for and recovered before any court of competent jurisdiction in the county in which the principal business of such company is transacted; and it shall be the duty of the district attorney, within and for such county, to prosecute such action, in the name of and for the benefit of the people of the state of California. And it is further provided, That in case any such incorporated company shall refuse or neglect, for the space of one full year, after the passage of this act, to comply with the provisions of this and the preceding section, then, upon the showing of such facts by petition of any person aggrieved thereby, and due proof thereof, before the county judge of the county in which such company's principal business is transacted, after such company shall have been duly notified thereof, by summons, to be issued by said judge, citing such company to appear before such judge, at a time and place therein mentioned, which shall not be less than ten nor more than thirty days from the date of such summons, such company shall by said judge be declared and decreed to be disincorporated, so far as to deprive said company of all the privileges of this act, but in no manner to affect the remedy of all persons against such company, to be exercised as this act provides; provided, that nothing contained in the provisions of this section concerning the disincorporating of such companies shall be so construed as to prevent the enforcement of the other remedies in this section mentioned, at any time after the passage of this act, except as herein provided. See Land, Agriculture, Towns, Cities, Colleges, Insurance Companies, Telegraph Companies, Ferries and Toll-Bridges, Associations, Steam Navigation Companies. JUDICIAL DECISIONS. 1. A MUNICIPAL corporation is not liable for the destruction of a building, in pursuance of the directions of its officers, where no statute exists creating such liability. Dunbar v. The Alcalde, etc. of San Francisco, 1 Cal. 355; Comas r. San Francisco, id. 452. 2. Corporations, or quasi corporations, possess only such corporate powers as are expressly given by statute, or by their charter, and such as are necessary to the powers enumerated. Id. 3. A joint stock association, formed for a definite period, cannot be voluntarily dissolved, except by the unanimous consent of all the stockholders; if such consent cannot be had, then application must be made to a court to decree a dissolution. Von Schmidt v. Huntington, 1 Cal. 55. 4. Two corporations cannot hold land together as joint tenants. De Witt v. San Francisco, 2 Cal. 289. 5. Corporations are bound to follow strictly the letter of their charters, and can exercise no power unless granted to them, or absolutely necessary to carry out the powers so granted. Smith v. Morse, 2 Cal. 524. 6. Although corporations cannot be punished criminally for fraud, yet courts are not thereby prevented from securing the property fraudulently conveyed, for the benefit of the creditor. Smith v. Morse, 2 Cal. 524. Powers-Id. 8. Where a certain space along the banks of a river, and in front of a city, is dedicated to the public as a street or highway, the right to erect wharves thereon devolves on the corporation. Sacramento r. The New World, 4 Cal. 41. 8. The word "person," in its legal signification, is a generic term, and was intended to include artificial as well as natural persons. Douglass v. Pacific M. S. S. Co. 4 Cal. 804. 9. An aggregate corporation cannot contract without à vote, and in no other way can a corporate body express consent. Thorne v. San Francisco, 4 Cal. 127. 10. An agent acting for a corporation must be authorized by a vote of the corporation. Id. 11. The property of private citizens and tax-payers is not liable to be sold on execution for the payment of the debts of the city. Id. 12. The assignment of shares of stock by mere delivery of the certificates is not sufficient to defeat the rights of an attaching creditor. Weston v. The Bear River Co. 5 Cal. 186. 13. No transfer of stock is good against third parties, unless the same be made upon the books of the company. Id. 14. A county is not a person-it is not a corporation. Hunsacker v. Borden, 5 Cal. 288. 15. The right of a member of an incorporated company to sue the corporation is undoubted. Barnstead v. Empire Mining Company, 5 Cal. 299. 16. Corporations have no powers, except such as are specifically granted, and must be held strictly within the limits of their granted powers. Low v. Marysville, 5 Cal. 214. 17. The contract of a corporation need not necessarily be under its corporate seal, Smith v. Eureka Flour Mills, Jan. T. 1856. 18. Power of corporation to issue bills or notes. Id. 19. A corporation is not bound by the acts or admissions of its members, unless they were acting by its express authority. Shay v. Tuolumne Water Co. Jan. T. 1856. 20. Service of summons. Aiken v. Q. R. M. G. M. Co. April T. 1856. 21. A party who purchases at sheriff's sale stock of an incorporation, knowing that the certificates of such stock have been previously hypothecated, is chargeable with notice of such fact, and takes subject to the claim of the pledgee. Weston v. Bear River W. & M. Co. Oct. T. 1856. 22. A ditch company, who avail themselves of a dry ravine to conduct their water a portion of the distance to their dam, do not abandon the water thus carried by them, and are entitled to the same enjoyment of it as if brought through an artificial ditch. Hoffman v. Stone, Jan. T. 1857. 23. If, at certain seasons, there is natural water in the ravine belonging to prior locators, which is diverted or obstructed by the dam of such company, they are responsible for such damages as may be caused to such prior locators thereby. Id. 24. The mere prior construction of a ditch, and diverting the water of a stream, will not give any priority over others. There must be an actual appropriation, or an intention to appropriate, followed by due diligence. Morris 2. Bicknell, Jan. T. 1857. 25. Where a work is constructed for the purpose of using water, the right of the party dates from the commencement of the work. Id. Morrison v. Bradley, Berdan & Co. 5 Cal. 503; Magee v. Mokelumne Hill Co. 5 Cal. 258; Touchard v. Touchard, 5 Cal. 506. ARTICLE XXI.-COUNTIES, ORGANIZATION, BOUNDARIES, ETC.S. 509. Alameda, boundaries. 510. Election of officers. 511. Term of office. 512. County seat. 513. Amador, boundaries. 514. County seat. 515. Election of officers. 516. Term of office. 517. Buena Vista, boundaries. 518. Election and terms of officers. 519. Butte, boundaries; county seat. 522. Contra Costa, boundaries; county seat. 525. Seat of justice. 526. Election. 527. Term of office. 528. El Dorado, boundaries; county seat. 529. Frezno, out of what counties formed. 530. Boundaries. 531. County seat; election, time of. 532. Officers to be chosen. 533. Term of office. 534. Humboldt, out of what county formed. 535. Boundaries. 1.-BOUNDARIES, ETC. ARTICLE 536. Election of officers. 537. Same.. 538. Term of office. 539. County seat. 540. Klamath, boundaries. 541. Election of officers. 542. Same. 543. Term of office. 544. County seat. 545. Los Angeles, boundaries; county seat. 546. Marin, boundaries; county seat. 547. Mariposa, boundaries; county seat. 548. Mendocino, boundaries; attached to Sonoma. 549. Merced, out of what county formed. 550. Boundaries. 551. County seat. 552. Election of officers. 553. Same. 554. Term of office. 555. Monterey, boundaries; county seat. 558. Pa-Utah, boundaries. 559. Act to take effect when certain territory is ceded by congress. 560. Placer, boundaries; county seat. 561. Plumas, out of what county created. ARTICLE 562. Boundaries. 563. Election of officers. 564. Term of office; county seat. 565. Sacramento, boundaries; county seat. 566. San Bernardino, boundaries. 567. County seat. 568. Election of officers. 569. Term of office. 570. San Diego, boundaries; county seat. 571. San Francisco, boundaries; county seat. 572. San Joaquin, boundaries; county seat. 573. San Luis Obispo, boundaries; county seat. 574. San Mateo, out of what county formed; bounda- 575. Election of officers; term of office; county seat. 578. Santa Cruz, boundaries; county seat. 579. Shasta, boundaries; county seat. 580. Sierra, boundaries. 581. Same; county seat. 582. Election of officers. 583. Same. 584. Term of office. 585. Siskiyou, boundaries. 586. County seat. 611. How county seat may be removed. ARTICLE 587. Election of officers. 588. Same. 589. Term of office. 590. Solano, boundaries; county seat; Mare Island at tached to. 591. Sonoma, boundaries; county seat. 592. Stanislaus, out of what county formed; bounda ries. 593. County seat. 594. Election of officers. 595. Same. 596. Term of office. 597. Sutter, boundaries; county seat. 600. Election of officers. 601. Term of office; county seat. 602. Trinity, boundaries; county seat. 603. Tulare, boundaries. 604. County seat. 605. Election of officers. 606. Term of office. 607. Tuolumne, boundaries; county seat. 608. Yolo, boundaries; county seat. 609. Yuba, boundaries; county seat. II.-LOCATION OF COUNTY SEATS. 612. When county judge to order election. 613. Notice necessary. 614. Voting. 616. Notice of removal. 617. Place chosen, when to become the county seat. 618. Duty of county judge. 619. Second election not to be held within one year, 615. Duty of county judge on receipt of returns; no- 620. Second removal, how effected. tice of new election. ARTICLE 509, Sec. 1. The following shall constitute the boundaries and seat of justice of Alameda County: Beginning at a point at the head of a slough, which is an arm of the bay of San Francisco, making into the main land in front of the Gegara ranches; thence to a lone sycamore tree that stands in a ravine between the dwellings of Fluhencia and Valentine Gegara; thence up said ravine to the top of the mountains; thence on a direct line eastwardly, to the junction of the San Joaquin and Tuolumne counties; from thence north-westwardly on the west line of San Joaquin County, to the slough known as the Pescadora; thence westwardly in a straight line until it strikes the dividing ridge, in the direction of the house of Joel Harlan, in Amador Valley; thence westwardly along the middle of said ridge, crossing the gulch one-half mile below Prince's Mill; thence to, and running upon, the dividing ridge between the red woods, known as the San Antonio and Prince's Woods; thence along the top of said ridge to the head of the gulch or creek that divides the ranches of the Peraltas from those known as the San Pablo ranches; thence down the middle of said gulch to its mouth: and from thence westwardly, to the eastern line of the county of San Francisco; thence along said last-mentioned line to the place of beginning. ART. 510, Sec. 2. There shall be held an election for county officers in the county of Alameda, on the fourth Monday of April, one thousand eight hundred and fifty-three, at which election the qualified voters of said county shall choose: one county judge, one district attorney, one county clerk, who shall, ex officio, be county recorder, one sheriff, one county surveyor, one assessor, one coroner, one county treasurer and one public administrator.-[Am. April 6, 1853; R. S. St. 1853, 57. [Secs. 3-8, executed.] ART. 511, Sec. 9. The county judge shall hold his office for four years, and until his successor is chosen and qualified. The other officers shall hold their offices for two years, and until their successors are chosen and qualified pursuant to law. [Sec. 10, superseded by supervisor act of 1855. St. 1855, 37, 51. Sec. 11, executed. Sec. 12, repealed. See Salary.] ART. 512, Sec. 13. The county seat of Alameda County shall be at the town of New Haven.(1) ART. 513, Sec. 1. The following shall be the boundaries of the county of Amador: Beginning in the middle of the Mokelumne River on the eastern boundary of San Joaquin County; thence up the middle of the channel of said river, to the junction of the North Fork of the same; thence up the middle of the said North Fork to its source; thence due east to the eastern boundary of the state; thence north-westwardly to the southern boundary of El Dorado County; thence down the middle of the channel of the said South Fork of the South Fork of the Cosumnes River to its mouth; thence down the middle of the channel of the said South Fork of the Cosumnes River to its mouth; thence down the middle of the channel of the Cosumnes River to where said river enters Sacramento County; thence south-eastwardly on the line of Sacramento and San Joaquin counties to the place of beginning.—[Am. April 25, 1857; R. S. St. 1855, 134; St. 1854, 46. ART. 514, Sec. 2. The seat of justice of the said county shall be at the town of Jackson.-[Am. April 23, 1855. [Sec. 3, incorporated in above. Sec. 4, executed.] ART. 515, Sec. 5. On the third Monday in July next there shall be chosen for the county of Amador, one county judge, one county clerk, one district attorney, one sheriff, one assessor, one treasurer, one coroner, one public administrator and a place for the location of the seat of justice. [Secs. 6-9, executed.] ART. 516, Sec. 10. The county judge chosen under this act shall hold his office four years from the first day of January next, and until his successor is elected and qualified. The other officers shall hold their respective offices for two years from the first day of January next, and until their successors are elected and qualified. The successors of the officers elected under this act shall be chosen at the general election established by law, which takes place next preceding the expiration of their respective terms. [Secs. 11-14, executed. Sec. 15, see Salary. Sec. 16, executed. Sec. 17, repealed. Secs. 18 and 19, executed.] 3. Buena Vista.(2) Act of April 30, 1855. ART. 517, Sec. 1. All that portion of the county of Tulare, situated south of the township line dividing townships number twenty and twenty-one, south, shall constitute a new county by the name of Buena Vista.-[Am. April 16, 1856; R. S. St. 1855, 203. [Sec. 2, executed.] ART. 518, Sec. 3. Said county of Buena Vista shall, on the day of the next general election in this state, elect one county judge, one county clerk, who shall be, ex officio, county recorder of said county, one district attorney, one sheriff, one county treasurer, one county surveyor, one assessor, one coroner, one public admin (1) Changed to San Leandro. (2) Not organized. |