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who has paid his proportion of the corporate debts. Section seventeen exempts from personal liability those who hold stock as agents, but declares the owners of hypothecated stock to be responsible. The remaining provisions of the act, from section nineteen to twenty-six, inclusive, treats of the duties of the recording clerk; the increase of capital stock; dissolution of corporations; the repeal of chapter five of the act of April 22, 1850, and the continuation of corporations formed under previous acts.6

1 Stat. 1850, p. 365.

2 Stat. 1853, p. 87.
3 Stat. 1858, p. 133.
4 Stat. 1871-72, p. 526.
5 Act of April 27, 1863.
6 Stat. 1853, p. 87.

§ 185. Same-Inspection of books-Penal provisions. A statute supplementary to the foregoing, provides in section one that the trustees of corporations for the purpose of ditching, mining, or conveying water for mining purposes, shall cause to be kept a book containing an alphabetical list of all the stockholders, showing the number of shares held by each, and when they purchased. Also a book or books containing the by-laws, orders and resolutions of the company and board of trustees, with the date of their adoption. Such books are to be open for inspection during the business hours of all days except Sunday and the fourth of July, at the principal office or place of business, and the creditors, stockholders, their agents or attorneys may make extracts therefrom, or on paying a reasonable fee demand a certified copy of their contents from the clerk or officer in charge. The books or a certified copy shall be presumptive evidence of the facts therein stated, in any action against the company or a stockholder. Section two declares a breach of duty by the officer in charge of

the books in failing to carry out the requirements of preceding section a misdemeanor, with a penalty of $201, recoverable by the party injured. And for neglect to keep such book for inspection as aforesaid, the company shall forfeit to the people of the state a like sum. And further, in case of failure for one year to comply with the provisions of the statute, the company may, by suit brought for that purpose, on summons of not less than ten nor more than thirty days be disincorporated, so as to deprive the company of its privileges and leave it subject to the remedies against it provided by the act.1

1 Stat. 1857, p. 121.

§ 186. Assessment of stock, etc.-An act providing for assessments on the stock of companies organized in the state for mining operations without the state, but whose principal office is within the state, requires such assessment to be uniform; not to exceed at any one time five per cent. of the capital stock. Notice of such calls is to be personally served on the stockholders, or be published four weeks in a paper at the principal business place, and also in one nearest the place where mining operations are carried on. In case of default after such notice so many of such shares shall be sold as will suffice to pay the assessments levied. The sale shall be pursuant to the by-laws, provided that it be after thirty days' published notice as aforesaid, at auction to the highest bidder, or rather the one who for the smallest number of shares, will pay the calls and expenses of advertisement and sale.1

1 Stat. 1861, p. 41.

§ 187. Canal, etc., companies.-A statute authorizing the formation of canal companies, under the provisions of the act of April 14, 1853,1 and the several

amendatory acts, includes in the purposes designated the furnishing water-power or the conveyance of waterfor mining or other purposes. The act supplies all the necessary powers for constructing and keeping up navigable canals, and imposes upon such companies the duty of constructing and keeping in repair such bridges on the lines of public highways, as may be required by the supervisors of the county. The counties of Nevada, Placer, Amador, Sierra, Klamath, Del Norte, Trinity, Butte, Plumas, Calaveras and Tuolumne are exempt from the provisions of the act; but by act of February 3, 1866, Tuolumne; March 31, 1866, Placer; March 12, 1868, Butte, were each omitted from the section exempting them, and by act of March 12, 1868, Tuolumne and Lassen were inserted.2 A subsequent act upon the same subject, supplied the authority for condemning private property, which under the act of 1862, was done under the railroad incorporation act. The proceedings on petition to the county judge, for the appointment of commissioners to assess damages, which being done, the condemnation is ordered.3

1 Supra.

2 Stat. 1862, p. 540. For amendments see Stat. 1865-6, pp. 53, 604; Stat. 1867-68, p. 134.

3 Stat. 1869-70, p. 660.


§ 188. Change of place of business agencies.-Mining companies may change their offices or principal places of business by first obtaining the written consent of the owners of two-thirds of the capital stock, and published notice for thirty days in a newspaper at or near the original place of business, of the intended change, designating the place to which the removal is to be made. Any company availing itself of the provisions of this act is required to file with the clerk of the county to which removal is made, a certified copy





of its articles of incorporation and a certificate of the trustees that the preliminary requirements have been complied with, and from the time of such filing the removal shall be complete.1 But this act does not authorize the removal of the principal places of business out of the state.2 But it is elsewhere made lawful for mining corporations to have agencies without the state for the transfer of its stock, or the issuance thereof. The stock so transferred is required to have, in addition to the signatures of the president and secretary, the countersignature of the agent in charge of the transfer agency, and when the transfer is made the original certificate must be surrendered. The transfer agency may be regulated by bylaws made by the stockholders, and shall be under the control of the trustees.3

1 When publication is completed, and the directors have filed in the offices of the clerks of both counties, and in the office of secretary of state, certified copies of stockholders' consent, the notice of change, proof of publication, and certificate of removal, nothing more is required. [Civil code, § 585.]

2 Stat. 1863-64, p. 76.

3 Stat. 1863-64, p. 429; §§ 586, 587, Civil code.

§ 189. Assessment and sales for non-payment of stock of corporations generally.-Is provided for by statutes, which apply to all corporations. Section two of an act for that purpose, provides that no one assessment shall exceed five per cent. of the capital stock; that none shall be levied while previous assessments are unpaid in whole or in part, excepting when the powers of the corporation have been exhausted to enforce such collection, or the collection has been enjoined or otherwise legally restrained. Section three invalidates all levies not made with the concurrence of a majority of the board and entered on the corporate records. Section four requires the order of levy to specify the amount when, to whom,

and where payable; the day when unpaid assessments shall become delinquent, not less than thirty nor more than sixty days from the date of the order; and a day for sale of delinquent stock, not less than fifteen nor more than sixty days, from date of delinquency. Section five gives the form of a notice which the secretary is to cause to be published on making the order, which notice contains the substance of the orders required to be made by the trustees. Section six requires the notice to be published weekly for four successive weeks in a daily or weekly paper, at the designated principal place of business, or nearest thereto, and also in some paper in the county where the works are situated, if there be any, and such works are in the United States; provided, that such notice may be personally served by copy with like effect. Sections seven and eight require the publication in the same papers of a notice of sale, giving the form of the notice, which embodies all the essentials of names, location of business, with the previous orders, etc., necessary to give full information of the proposed sale, and the particular shares to be sold. Section nine provides that the publication, if in a daily, shall be for ten days, exclusive of Sundays and holidays, and if in a weekly, two weeks, the first publication being fifteen days prior to sale. Section ten vests the corporation with full power to sell and transfer so much of the stock as is necessary to pay over-due assessments against the holders of the delinquent shares respectively, together with the costs of sale. Section eleven authorizes the secretary to make the sale pursuant to notice, provided the assessments and costs be not previously paid. Section twelve designates as the highest and best bidder, the one who pays the assessment for the smallest number of shares. Section thirteen provides that in the absence of a purchase for the amount of assessments and costs, the delinquent stock may be bid in by the company at such price as will square

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