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Election after time prescribed.

President and officers to be elected, etc.

Directors may make calls.

greatest number of votes shall be directors or trustees as aforesaid; and when any vacancy shall happen among the directors or trustees by death, resignation or otherwise, it shall be filled for the remainder of the year in such manner as shall be provided for by the by-laws of said company.

Sec. 188. In case it shall happen at any time that an election of directors or trustees shall not be made on the day designated by the by-laws of said company, when it ought to have been made, the company for that reason shall not be dissolved, but it shall be lawful on any other day to hold an election for directors or trustees in such manner as shall be provided for by the said by-laws, and all acts of directors or trustees shall be valid and binding as against such company, until their successors shall be elected.

Sec. 189. There shall be a president of the company who shall be designated from the number of directors or trustees, and also such subordinate officers as the company by its by-laws may designate, who may be elected or appointed, and required to give such security for the faithful performance of the duties of their office, as the company by its by-laws may require.

Sec. 190. It shall be lawful for the directors or trustees to call in, and demand from the stockholders respectively, all such sums of money by them subscribed, at such time, or in such payments or instalments as to them shall seem proper, under the penalty of forfeiting the shares of stock subscribed for, and all previous payments made thereon, if payment shall not be made by the stockholders within forty-five days after a personal demand or notice requiring such payment shall have been made or published for two successive weeks in any newspaper where the business of the company shall be carried on as aforesaid.

Sec. 191. The stock of such company shall be deemed personal estate, and shall be transferable in such manner as shall be prescribed by the by-laws of the company.

Sec. 192. The directors or trustees of such company shall have power to make such prudential by-laws as they shall deem proper for the management and disposition of the stock and business affairs of such company, not inconsistent with the laws of this state, and prescribing the duties of officers, engineers, agents, and servants that may be employed; for the appointment of all officers, and for the carrying on of the business aforesaid.

Sec. 193. A copy of the certificate of incorporation, filed in pursuance of this chapter, certified by the County Clerk or his deputy, to be a true copy of the whole of such certificate, shall be received

Stock to be personal property.

Directors may make by-laws.

Certified copy of certificate of incorporation evidence.

when to be

in all courts and places, as presumptive legal evidence of the incorporation of such company, if the same shall comply with the provisions of this chapter.

Sec. 194. The capital stock in said corporation, fixed and limited, Capital stockshall all be paid in, one half thereof within one year, the other paid in. half thereof within two years, from the incorporation of said company, or such corporation shall be dissolved ; and certificates of its Certificate of

paid in capital having been so, as aforesaid, paid, shall be signed and sworn to by to be filed the president and a majority of the trustees, before some person authorized to administer oaths, and filed in the office of the clerk or clerks where the original certificate aforesaid shall have been filed, within thirty days after the same shall have been paid as aforesaid. Sec. 195. Each stockholder in any company formed under the stockholders

personally liable. provisions of this chapter, shall be personally liable for all debts and liabilities of said company, in proportion to the amount of stock by him held at the time such debts or liabilities shall have been incurred; but no suit shall be brought against any stockholder who shall cease to be a stockholder in any such company, for any such debt or liability, unless the same shall be commenced within one year from the time he shall have ceased to be a stockholder in such company, nor until an execution against the company shall have been returned unsatisfied in whole or in part.

Sec. 196. Any corporation formed under the provisions of this Capital may be chapter may, at any time, by a vote representing two-thirds of all diminished. its stockholders, increase or diminish its capital, by filing a new certificate, similar in other respects to the original one, and an affidavit of the president and a majority of the directors or trustees, that the new stock has been paid in, within thirty days thereafter, in the office of the clerk of the county where their principal place or places of business are situated, except that the term of office of the existing directors shall not be thereby shortened or enlarged. Sec. 197. If the directors or trustees of

any

Penalty for deshall

claring dividends

otherwise than declare and pay any dividend when the company is insolvent, or

out of profits. any dividend, the payment of which would render it insolvent, or which would reduce the amount of the capital stock, all the directors or trustees voting to declare the same, shall be jointly and severally liable for all the debts of the company then existing.

Sec. 198. If any certificate, report made, or public notice given, Penalty for makby the officers of any such company, in pursuance of the provisions cates or reports. of this chapter, be false in any material representation, any and all such officers who shall have signed the same, knowing it to be false,

such company

shall be deemed guilty of a misdemeanor, and shall be dismissed from office; and on conviction thereof, before any court having jurisdiction, be fined in a sum not exceeding ten thousand dollars, and imprisoned for a term of time not exceeding twelve months, at the discretion of the court.

CHAPTER LXXX.

AN ACT for the Relief of Insolvent Debtors, and Protection of

Creditors.—[Passed May 4, 1852.]

The People of the State of California, represented in Senate and

Assembly, do enact as follows :

form.

Discharge of

Section. 1. Every insolvent debtor may be discharged from his insolvents.

debts as hereinafter provided, upon executing an assignment of all his property, real, personal, or mixed, for the benefit of all his creditors, and upon compliance with the several provisions of this act: Provided, said assignment be made bona fide and without fraud. The District Court only shall have original jurisdiction in the subject

matter herein contained. The insolvent to Sec. 2. Such insolvent debtor shall petition the Judge having petition and

original jurisdiction within the place of his domicile or usual residence, which petition shall briefly state the circumstances which compel him to surrender his property to his creditors, and shall conclude with a prayer to make a cession of his estate, and to be discharged from his debts, in pursuance of the provisions of this act.

Sec. 3. The debtor shall annex to said petition his schedule; that is to say, a summary statement of his affairs, with a list of losses he may have sustained, giving the names of his creditors if known; the amount due to each creditor, and the cause and nature of said indebtedness, and when it accrued, and a statement of any existing judgment, mortgage, collateral or other securities for the payment of any such debt; said schedule shall also contain a full, complete, and perfect inventory of all his property, real, personal and mixed, of all choses in action, debts due, or to become due, and all moneys on hand of such insolvent; said schedule shall also contain a full statement of all incumbrances existing upon the property of the insolvent. The said debtor shall as nearly as possible estimate the property by him surrendered and set forth in the schedule, at its true cash value.

Sec. 4. The said schedule shall be signed by the debtor, and be by

Contents.

The same.

make order.

him sworn to before the Judge having jurisdiction of the failure, in
the following words, to wit: “I, (A. B.) do in the presence of
Almighty God truly and solemnly swear, that the schedule now de- Oath.
livered by me doth contain a full, perfect and true discovery of all
the estate, real, personal, and mixed goods and effects, to me in any
way belonging ; all such debts as are to me owing, or to any person
or persons in trust for me, and all securities and contracts whereby
any money may hereafter become payable, or any benefit or advan-
tage accrue to me, or to my use, or to any other person or persons
in trust for me; that I have no lands, money, stock or estate, rever-
sion or expectancy, besides that set forth in my schedule; that I have,
in no instance, created or acknowledged a debt for a greater sum than
I honestly and truly owed ; that I have not directly nor indirectly
sold, or otherwise disposed of in trust, or concealed any part of my
property, effects or contracts; that I have not in any way com-
pounded with my creditors whereby to secure the same, or to receive
or to expect any profit or advantage therefrom, or to defraud, or de-
ceive any creditor to whom I am indebted, in any manner whatever,
so help me God.”

Sec. 5. The Judge receiving such petition, schedule and affidavit, The Judge to shall make an order requiring all the creditors of such insolvent to show cause, if they can, why an assignment of the insolvent estate should not be made, and he be discharged from his debts. Said schedule being signed and sworn to by the petitioner, the Judge shall certify the same, and cause it to be filed in the office of the clerk of the court in the county where the assignment was made, there to remain for the information of the creditors.

Sec. 6. The insolvent debtor, on a surrender of his property, shall The homestead. include and set forth in his schedule, his whole estate, including the homestead, if any he has, and all such property as may be by law exempt on execution from seizure and forced sale, and it shall be the duty of the Judge having jurisdiction of the failure, to exempt and set apart for the use and benefit of said insolvent, such real and personal property as he is by law authorized to retain to his own use, or that of his family.

Sec. 7. The insolvent shall either before or on the day appointed Duty of for the meeting of the creditors, deliver to the court all the commercial or other books he may have kept, which books shall be deposited in the clerk's office of said court, Said insolvent shall also deliver to the court at the same time, all vouchers, notes, bonds, bills, securities, or other evidence of debt, in any manner relating to, or having any bearing upon or connection with the property surrendered by

insolvent.

Meeting of creditors.

Stay of proceedings.

said debtor, and all such papers or securities shall be deposited in the clerk's office of said court, and the clerk shall hand them over, together with the books of the insolvent, to the assignees, who may be appointed.

Sec. 8. The Judge granting the order for a meeting of the creditors, shall direct the clerk of the court to issue a notice, calling the creditors of the insolvent to be and appear within thirty days from the date of the publication of such notice, before said Judge, at Chambers, or in open court, to show cause why the prayer of the insolvent should not be granted. Said notice shall be published at least thirty days in a newspaper printed in the county in which application is made, if there be one; if there be none, then in a newspaper printed nearest to such county.

Sec. 9. When issuing the order for the meeting of creditors, the Judge shall order that all proceedings against the debtor be stayed : Provided, however, that the said stay of proceedings shall not prevent the Judge who shall have granted it, from appointing a receiver to take possession of all property of the debtor, for the benefit of all his creditors, if one or more of his creditors, his agent, or attorney in fact, shall apply for such appointment, and swear that he has reason to believe, and does believe, that the debtor may avail himself of the stay of proceedings, and keep his property from his creditors, if no cause sufficient in the judgment of the court, shall have been shown, why the debtor should not have the benefit of this act, and shall produce satisfactory proof of the facts on which his affidavit is founded.

Sec. 10. At the meeting of creditors, the said creditors after having certified on oath, that their respective claims are legitimate and true, shall proceed to the appointment of one or more assignees, not exceeding three; in appointing assignees, the opinion of the majority of said creditors, in sums or in claims, shall prevail. At such meeting, any creditor may be represented by his duly authorized agent, or attorney in fact.

Sec. 11. When the assignee or assignees shall have been duly ap. pointed in the meeting of creditors, and the surrender of the property shall have been duly accepted of, it shall be the duty of said assignees, to deposit in the clerk's office of the court, who shall have issued the order for a call of the creditors, a certified statement of the deliberations of said creditors, on the appointment of the said assignees.

Sec. 12. The Judge shall require from the assignees a bond with one or more good and sufficient securities, on which bond the parties

Meeting of creditors.

Assignees, their duties.

Bonds of
Assignees.

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