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Provisions of former act applied.

Amount of stock.

Duration of Company. Application to be made to Board

of Supervisors or

Court of Sessions.

Notices of application,

Commissioners and their appointment.

ready incorporated shall not have more than two years after the pas-
sage of this act, to begin the construction of its road.
SEC. 44. The provisions of this act shall extend and be applied to
companies incorporated for the purpose of constructing roads on which
to run prairie cars, so far as the same can be made applicable. The
stockholders in car road companies shall not be less than eight, and
the directors not less than three in number.
SEC. 45. All corporations that may be formed or organized under
this act, shall be subject to the provisions of Chapter One of an act
entitled “An Act concerning Corporations,” passed April twenty-
second, one thousand eight hundred and fifty, so far as such provisions
are not inconsistent with this act.
SEc. 46. An Act entitled “An Act to provide for the Incorporation
of Railroad Companies,” passed April twenty-eighth, one thousand
eight hundred and fifty-one, also an act entitled “An Act supplemen-
tal to an Act entitled An Act to provide for the Incorporation of
Railroad Companies,” passed twenty-eighth February, one thousand
eight hundred and fifty-one, approved March twenty-second, one
thousand eight hundred and fifty-two, are hereby repealed.

CHAPTER LXXVI.

AN ACT to provide for the Incorporation of Wagon-road Companies.
[Passed April 22, 1853.]

The People of the State of California, represented in Senate and
Assembly, do enact as follows:

SECTION 1. The provisions of Chapter four, of “An Act concerning Corporations,” passed April twenty-second, one thousand eight hundred and fifty, wherein the same does not conflict with the provisions of the following sections of this act, shall apply to the incorporation of companies formed for the purpose of constructing common wagonroads. Sec. 2. The amount of stock necessary to be subscribed prior to the incorporation of such company, shall be at least three hundred dollars per mile; the duration of such company shall not exceed ten years; the application for authority to construct such road shall be made to the Board of Supervisors, or when there is no such Board, by the Court of Sessions of each county in or through which said road shall run, and the notice of such application shall be for four successive weeks previous to presenting the same. Two of the Commissioners appointed to lay out such road shall be appointed by the Board of Supervisors, or Court of Sessions, as the case may be, and the other by the company. The Directors of such company shall not Directors. be less than three nor more than nine. The rates of toll shall be Rates of toll. prescribed from year to year by the Board of Supervisors or Court of Sessions, as the case may be. Such company shall not be com- H. may be pelled to keep an office, but may deposit their books with the County &o Clerk of one of the counties in or through which said road may run, open for inspection, as if in their own office. Such company shall oian complete their road within two years from the date of the filing of two years. their Articles of Association. Sec. 3. When any existing road or highway, or any portion Roads, * thereof, shall be taken by such company as a portion of their own "... road, it shall not be lawful for said company to erect any gates on such portion, or to demand or charge any tolls for the passing or repassing of property or persons over the same. SEC. 4. The entire revenue derived from such road shall be appro- Revenue priated at first to the re-payment to said company of the cost of said o, road, with twenty per cent. per annum interest thereon, together with thereof. the incidental expenses incurred in collecting toll and keeping said road in repair. When such re-payment has been made to said company, the toll shall be so reduced as to merely yield an income *duction of toll. sufficient to keep said road in good repairs and pay incidental ex

penses.

CHAPTER LXXVII.

AN ACT to provide for the formation of Corporations for certain purposes.—[Passed April 14, 1853.]

The People of the State of California, represented in Senate and
Assembly, do enact as follows:

SECTION 1. Corporations for manufacturing, mining, mechanical, o, or chemical purposes, or for the purpose of engaging in any species of trade or commerce, foreign or domestic, may be formed according to the provisions of this act; such corporations, and the members thereof, being subject to all the conditions and liabilities herein imposed, and to none others.

Sec. 2. Any three or more persons, who may desire to form a com- Three or more pany for any one or more of the purposes specified in the preceding ..."...any. section, may make, sign, and acknowledge, before some officer compe

tent to take the acknowledgment of deeds, and file in the office of Proceedings,

('ertificate of incorporation and contents.

Copies of certificates to be evidence.

Corporate powers under the act.

Board of
Trustees.

Duties and powers.

IIow exercised.

To be annually elected.

the County Clerk of the county in which the principal place of busi-
ness of the company is intended to be located, and a duplicate thereof
in the office of the Secretary of State, a certificate in writing, in
which shall be stated the corporate name of the company, the objects
for which the company shall be formed, the amount of its capital
stock, the time of its existence, not to exceed fifty years, the num-
ber of shares of which the stock shall consist, the number of Trus-
tees and their names who shall manage the concerns of the company
for the first three months and the names of the city or town and
county in which the principal place of business of the company is
to be located.
Sec. 3. A copy of any certificate of incorporation, filed in pursu-
ance of this act, and certified by the County Clerk of the county in
which it is filed, or his deputy, or by the Secretary of State, shall be
received in all courts and places as presumptive evidence of the facts
therein stated.
SEC. 4. When the certificate shall have been filed, the persons who
shall have signed and acknowledged the same, and their successors,
shall be a body politic and corporate, in fact and in name, by the
name stated in the certificate, and by their corporate name have suc-
cession for the period limited, and power: First, to sue and be sued
in any court; Second, to make and use a common seal, and alter the
same at pleasure; Third, to purchase, hold, sell, and convey such
real and personal estate as the purposes of the corporation shall re-
quire; Fourth, to appoint such officers, agents, and servants, as the
business of the corporation shall require, to define their powers, pre-
scribe their duties, and fix their compensation; Fifth, to require of
them such security as may be thought proper for the fulfilment of
their duties, and to remove them at will, except that no Trustee shall
be removed from office unless by a vote of two-thirds of the whole
number of Trustees, or by a vote of a majority of the Trustees, upon
a written request signed by stockholders of two-thirds of the whole
stock; Sixth, to make by-laws not inconsistent with the laws of this
state for the organization of the company, the management of its
property, the regulation of its affairs, the transfer of its stock, and
for carrying on all kinds of business within the objects and purposes
of the company.
Sec. 5. The corporate powers of the corporation shall be exer.
cised by a Board of not less than three Trustees, who shall be stock.
holders in the company, and a majority of them citizens of the United
States and residents of this state, and who shall, after the expiration
of the term of the Trustees first selected, be annually elected by the

stockholders at such time and place, and upon such notice and in such mode as shall be directed by the by-laws of the company; but all elections shall be by ballot, and each stockholder, either in person or by proxy, shall be entitled to as many votes as he owns shares of stock; and the persons receiving the greatest number of votes shall be Trustees. When any vacancy shall happen among the Trustees vacancies. by death, resignation, or otherwise, it shall be filled for the remainder of the year in such manner as may be provided by the by-laws of the company. Sec. 6. If it should happen, at any time, that an election of Trus- Elections. tees shall not be made on the day designated by the by-laws of the company, the corporation shall not for that reason be dissolved, but it shall be lawful on any other day to hold an election for Trustees, in such manner as shall be provided for by the by-laws of the company; and all acts of the Trustees shall be valid and binding upon the company until their successors shall be elected. SEc. 7. A majority of the whole number of Trustees shall form a Majority of Board for the transaction of business, and every decision of a ma-...!?" jority of the persons duly assembled as a Board, shall be valid as a corporate act. Sec. 8. The first meeting of the Trustees shall be called by a no-Meetings. tice, signed by one or more of the persons named Trustees in the certificate, setting forth the time and place of the meeting, which notice shall either be delivered personally to each Trustee, or published at least ten days in some newspaper of the county in which is the Notices of principal place of business of the corporation, or if no newspaper be published in the county, then in some newspaper nearest thereto. SEc. 9. The stock of the company shall be deemed personal estate, capital stock and shall be transferable in such manner as shall be prescribed by ..." the by-laws of the company: but no transfer shall be valid, except between the parties thereto, until the same shall have been so entered on the books of the company, as to show the names of the parties by and to whom transferred, the number and designation of the shares, and the date of the transfer. Sec. 10. The Trustees shall have power to call in and demand from *...* the stockholders the sums by them subscribed, at such times and in payment of such payments or instalments as they may deem proper. Notice of" each assessment shall be given to the stockholders personally, or shall be published once a week for at least four weeks in some newspaper published at the place designated as the principal place of business of the corporation, or if none is published there, in some newspaper nearest to such place. If, after such notice has been given, any stock

Penalty for default

Mode of sale.

Agents shall represent stock held by them.

Hypothecated stock.

Duties of
Trustees.
Dividends.

Capital stock to be inviolate.

Penalty for violation. Of absent

Trustees.

Liability of those assenting.

holder shall make default in the payment of the assessment upon the
shares held by him, so many of such shares may be sold as will be
necessary for the payment of the assessment on all the shares held by
him. The sale of said shares shall be made as prescribed in the by-
laws of the company: Provided, that no sale shall be made except
at public auction to the highest bidder, after a notice of thirty days,
published as above directed in this section; and that at such sale
the person who will agree to pay the assessment so due, together with
the expense of advertisement and the other expenses of sale for the
smallest number of whole shares, shall be deemed the highest bidder.
SEC. 11. Whenever any stock is held by any person as executor,
administrator, guardian, or trustee, he shall represent such stock at
all meetings of the company, and may vote accordingly as a stock.
holder. -
SEc. 12. Any stockholder may pledge his stock by a delivery of
the certificates or other evidence of his interest, but may nevertheless
represent the same at all meetings, and vote accordingly as a stock.
holder.
SEc. 13. It shall not be lawful for the Trustees to make any divi.
dend except from the surplus profits arising from the business of the
corporation; nor to divide, withdraw, or in any way pay to the stock.
holders, or any of them, any part of the capital stock of the compa-
ny; nor to reduce the capital stock, unless in the manner prescribed
in this act; and in case of any violation of the provisions of this
section, the Trustees, under whose administration the same may have
happened, except those who may have caused their dissent therefrom
to be entered at large on the minutes of the Board of Trustees, at the
time, or were not present when the same did happen, shall, in their
individual and private capacities, be jointly and severally liable to

the corporation, and the creditors thereof, in the event of its disso

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lution, to the full amount so divided, withdrawn, paid out, or re-
duced: Provided, that this section shall not be construed to prevent
a division and distribution of the capital stock of the company, which
shall remain after the payment of all its debts, upon the dissolution
of the corporation or the expiration of its charter.
SEC. 14. The total amount of the debts of the corporation shall
not at any time exceed the amount of the capital stock actually paid
in ; and in case of any excess, the Trustees, under whose administra-
tion the same may have happened, except those who may have caused
their dissent therefrom to be entered at large on the minutes of the
Board of Trustees at the time, and except those who were not present
when the same did happen, shall, in their individual and private ca-

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