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such order, to furnish such stockholder every facility for making a full and complete inspection of said mine or mines, and of the workings therein, and to accompany said stockholder either in person, or to furnish some person familiar with said mine or mines to accompany him in his visit to and through such mine or mines, and every part thereof. If the superintendent fails to obey such order, such stockholder is entitled to recover, in any court of competent jurisdiction, against the corporation, the sum of one thousand dollars, and traveling expenses to and from the mine, as liquidated damages, together with costs of suit. In case of such refusal, it is the duty of the directors of the corporation forthwith to remove the officer so refusing, and thereafter he must not be employed directly or indirectly by the corporation, nor must any salary be paid to him. Enacted March 21, 1905; stats. 1905, p. 586.

NOTE.-
-See note to § 588.

Liability of president and directors.

§ 590. In case of the refusal or neglect of the president to cause to be issued by the secretary the order mentioned in section five hundred and eighty-nine, such stockholder is entitled to recover against said president the sum of one thousand dollars and costs, as provided in the last section. If the directors fail to have the reports and accounts current made and posted as provided in section five hundred and eighty-eight, they are liable, either severally or jointly, to an action by any stockholder complaining thereof, and on proof of such refusal or failure, he may recover judgment for actual damages sustained by him, with costs of suit. Each of such defaulting directors is also liable to removal for such neglect.

Enacted March 21, 1905; stats. 1905, p. 587.

VII Cal. App. Dec. 730.

NOTE. See note to § 588.

TITLE XIa.

[Title XIa added March 21, 1905; stats. 1905, p. 588.]

Corporations for the Formation of Chambers of Commerce, Boards of Trade, Mechanics' Institutes, and Other Kindred Associations.

SEC. 591.

Formation, organization, and powers of.

592. Capital stock and certificates of.

592a. Powers which may be conferred on the trustees, directors, or the executive committee.

5926. Power to acquire, sell, possess, and use property.

592c. The by-laws.

592d. Power to levy and collect assessments.

592e. Pre-existing corporations may become entitled to the benefit of this title.

Formation, organization, and powers of.

§ 591. Corporations for the formation and organization of chambers of commerce, boards of trade, mechanics' institutes, and other associations formed for the extension and promotion of trade and commerce, or the advancement, protection, and improvement of the mechanic arts, may be formed by twenty or more persons, who must execute and file articles of incorporation as prescribed in chapter one of title one of part four of this code. Upon receiving from the secretary of state a certificate of the filing with him of a certified copy of its articles of incorporation, such corporation becomes a body corporate, and by its corporate name has succession for the period limited in its articles, and power: (1) To sue and be sued in any court; (2) to make and use a common seal, and alter it at pleasure; (3) to lease, purchase, hold, sell, mortgage, convey in trust, convey, release from trust or mortgage, such real and personal property as hereinafter provided; (4) to elect and appoint such officers, agents, and servants as the business of the corporation may require; and (5) to make by-laws, not inconsistent with the laws of this state, providing for the organization of the corporation and the management of its affairs. No corporation

formed under this title must engage in any mercantile, commercial, or mechanical business.

Enacted March 21, 1905; stats. 1905, p. 588.

Adds a new

NOTE. §§ 591, 592, 592a, 592b, 592c, 592d, 592e. title to the code, designated "Corporations for the formation of chambers of commerce, boards of trade, mechanics' institutes, and other kindred organizations," the matter contained in said chapter being a codification of the statute of 1865-6, page 469, as amended in 1867-8, page 5, and 1885, page 76, respecting chambers of commerce.

Capital stock and certificates of.

§ 592. Every corporation formed under this title may have a capital stock and issue certificates to represent the shares thereof, if the articles of incorporation contain a statement of the amount of its capital stock and the number of shares into which it is divided. The rights and privileges to be accorded to stockholders are distinct from those to be accorded to members at large of the corporation, and the obligations to be imposed upon stockholders in the same relation must be fixed and established in the by-laws of the corporation.

Enacted March 21, 1905; stats. 1905, p. 588.

NOTE. See note to § 591.

Powers which may be conferred on the trustees, directors, or the executive committee.

§ 592a. The corporation may confer upon a board of trustees or directors, or upon a body to be styled the executive committee of the corporation, the right to exercise all or any of the corporate powers, if the articles of incorporation state that the right to exercise the corporate powers is to be confided to such board of trustees or directors or to such executive committee, and the number of trustees, directors, or committee, and the names of those selected to take charge of the affairs of the corporation for the first six months.

Enacted March 21, 1905; stats. 1905, p. 588.

NOTE.-See note to § 591.

Power to acquire, sell, possess, and use property.

§ 5926. Every corporation formed under this title may lease, purchase, have, hold, use, take possession of, and enjoy in fee simple or otherwise any personal or real property within the state necessary for the uses and purposes of the corporation,

and may sell, lease, deed in trust, alien, or dispose of the same at its pleasure.

Enacted March 21, 1905; stats. 1905, p. 589.

NOTE.-See note to § 591.

The by-laws.

§ 592c. The by-laws of any corporation formed under this title without capital stock must prescribe how members of the corporation shall be admitted and how expelled, and how officers, agents, and servants shall be appointed. Such provisions in the by-laws have force and effect as between private parties and the corporation. All corporations formed under the provisions of this title must determine, by their by-laws, the manner of calling and conducting their meetings, the number of members that constitute a quorum, the manner of levying and collecting assessments, the officers of the corporation, the manner of their election or appointment and their tenure of office, and may prescribe suitable penalties for the violation of such by-laws, not exceeding in any case one hundred dollars for any one offense. Enacted March 21, 1905; stats. 1905, p. 589.

NOTE.-See note to § 591.

Power to levy and collect assessments.

§ 592d. Every corporation formed under the provisions of this title has power to levy and collect, from the members thereof, for the purpose of paying the proper and legal expenses of the corporation, assessments in such manner as may be prescribed by its by-laws, but not otherwise.

Enacted March 21, 1905; stats. 1905, p. 589.

NOTE. See note to § 591.

Pre-existing corporations may become entitled to the benefit of this title.

§ 592e. Every corporation, association, or institution formed prior to the enactment of this title, for any of the purposes contemplated thereby, may, by a vote of the majority of its members voting at a meeting called for that purpose, become entitled to the benefit thereof on filing the certificate hereinafter required. Notice of such meeting and of its object must be published in a newspaper of general circulation in the county in which the principal place of business of the corporation, association, or institution is located, for at least two weeks before the day on

which the meeting is to be held. Such certificate must be signed and acknowledged by at least five members of the corporation, association, or institution, must contain a list of the members who desire to become members, and must be filed with the county clerk of such county, and a copy thereof, certified by him, must be filed with the secretary of state. Thereupon such corporation, association, or institution possesses all the powers and privileges conferred by this title.

Enacted March 21, 1905; stats. 1905, p. 589.

NOTE. See note to § 591.

TITLE XII.

Religious, Social, and Benevolent Corporations, and Other Corporations Not Organized for Pecuniary Profit.

SEC. 593. Formation of corporations not for profit. Number of

594.

directors.

Additional facts, articles of incorporation to set out.
Amount of real estate limited.

595.

596.

597.

Land held by friendly societies and pioneers.
Directors to make verified report annually.

[blocks in formation]

599.

600.

What may be provided for in their by-laws, etc.
Members admitted after incorporation.

601.

602.

No member to transfer membership, etc.

Religious societies may become sole corporations.

602a. Corporations sole, continuous existence.

603. Churches and religious societies, how incorporated.
604. Same.
605.

Consolidation of like corporations organized for pur-
poses other than profit.

Formation of corporations not for profit-Number of directors. § 593. Any number of persons associated together for any purpose, where pecuniary profit is not their object, and for which individuals may lawfully associate themselves, may, iù accordance with the rules, regulations, or discipline of the asso

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