ciation, elect directors, the number thereof to be not less than three nor more than twenty-one, and may incorporate themselves as provided in this title.

Amended March 18, 1907; stats. 1907, p. 579.

114 Cal. 300; 121 Cal. 321; 128 Cal. 260; XXXVI Cal. Dec. 328, 329.

NOTE.- 593. The change consists in substituting the word "title" for the word "part," the last word in the section.

Benevolent and fraternal associations, secret societies, etc., exempt from insurance laws: See Pol. C. § 630.

Additional facts, articles of incorporation to set out.

§ 594. In addition to the requirements of section two hundred and ninety, the articles of incorporation of any association mentioned in the preceding section must set forth the holding of the election for directors in accordance with a resolution adopted at the last prior regular meeting, the time and place where the same was held, and that notice of such meeting was given to the members of said association; that a majority of the members of such association who were present voted at such election, and the result thereof; which facts must be verified by the officers conducting the election.

Amended March 19, 1909; stats. 1909, p. 467; in effect in sixty days.

52 Cal. 333; 128 Cal. 260, 261, 262.

Amount of real estate limited.

§ 595. All such corporations may hold all the property of the association owned prior to incorporation, or acquired thereafter in any manner, and transact all business relative thereto; but no such corporation must own or hold more real estate than may be necessary for the business and objects of the association, and providing burial grounds for its deceased members, not to exceed six (6) whole lots in any city or town, nor more than fifty (50) acres in the country, the annual increase, income or profit, whereof must not exceed fifty thousand ($50,000) dollars; provided, that any such corporation now or hereafter having, and having had continuously, for the next preceding three (3) years, the care, custody, control, and maintenance each year, upon an annual average of not less than one hundred (100) orphans, half orphans, and indigent minor children, at any one orphan asylum, shall be entitled and allowed

to own and possess any number of acres not exceeding one hundred and sixty (160) acres of land in the country, outside of any incorporated city or town, and the annual income or profit of which does not exceed fifty thousand ($50,000) dollars; and provided further, that the limitations herein provided for shall not apply to corporations formed, or to be formed, under section six hundred and two (602) of the Civil Code, when the land is held or used for churches, hospitals, schools, colleges, orphan asylums, parsonages, or cemetery purposes, or to corporations organized for social purposes and purposes of recreation and not for profit; and provided further, that the limitations herein provided for shall not apply to corporations organized other than for profit, when the land is timber land, and not exceeding one hundred and sixty (160) acres in extent, and is held or used for the purposes of the organization, in which case said land shall be subject to all laws regulating the preservation of forests.

Amended February 21, 1905; stats. 1905, p. 18.

114 Cal. 300; 119 Cal. 483.

Land held by friendly societies and pioneers.

§ 596. In addition to that provided for in the preceding section, friendly societies and pioneer associations may hold such real estate as may be necessary to carry out their charitable purposes, or for the establishment and endowment of institutions of learning connected therewith. In case any such corporation is the owner, by donation or purchase, of more lands than herein or in preceding section provided for, such surplus must be sold and conveyed by the corporation within five years after its acquisition. Such sale may be made without the order or decree of the superior court, as hereinafter provided.

Amended April 6, 1880; amendts. 1880, p. 6.

Directors to make verified report annually.

§ 597. The directors must annually make a full report of all property, real and personal, held in trust for their corporation by them, and of the condition thereof, to the members of the association for which they are acting.

Enacted March 21, 1872.

Sale and mortgage of real estate.

§ 598. Corporations of the character mentioned in section five hundred and ninety-three may mortgage or sell the real property held by them, and may secure the payment of indebted

ness by deed of trust or mortgage upon their real property, upon obtaining an order for that purpose from the superior court held in the county in which the property is situated. The corporations above mentioned may also issue bonds, payable at any time within twenty years, as evidence of the indebtedness secured by mortgage or deed of trust. Before making the order, proof must be made to the satisfaction of the court that notice of the application for leave to sell or mortgage or execute a deed of trust has been given by publication in such manner and for such time as the court or the judge has directed, and that it is to the interest of the corporation that leave should be granted as prayed for. The application must be made by petition, and any member of the corporation may oppose the granting of the order, by affidavit or otherwise. But nothing herein contained shall prohibit or prevent the trustees or directors of such corporation, under such rules and regulations as they may adopt, from disposing of burial plots situated in grounds of such corporation dedicated for burial purposes, without making such application to or obtaining an order from court.

Amended March 20, 1891; stats. 1891, p. 179.

XXXVI Cal. Dec. 328, 329, 330, 331.

What may be provided for in their by-laws, etc.

§ 599. Corporations now organized or that may hereafter be organized for purposes other than profit, may, either in their by-laws, ordinances, constitutions, or articles of incorporation, provide for:

1. The qualification of members, mode of election or appointment, and terms of admission to membership;

2. The fees of admission and dues to be paid to their treasury by members;

3. The number of persons that shall constitute a quorum at any meeting of the corporation, and that an election of officers of the corporation by a meeting so constituted, or the appointment or selection of such officers, or any of them, in any manner required by the rules, regulations, or discipline of any specified religious denomination, society, or church, shall be as valid as if made at an election at which a majority of the members of the corporation were present and voted;

4. The expulsion and suspension of members for misconduct or non-payment of dues, also for restoration to membership;

5. A special method of organizing the board of directors, and a special method of increasing or diminishing the number of directors within the limits as to number prescribed by section five hundred and ninety-three of this code;

6. Contracting, securing, paying, and limiting the amount of their indebtedness;

7. That the rules, regulations, or discipline, for the time being, of any specified religious denomination, society, or church, shall always be a part of their by-laws, ordinances, constitutions, or articles of incorporation;

8. Other regulations not repugnant to the constitution or laws of the state and consonant with the objects of the corporation. Amended March 31, 1897; stats. 1897, p. 246.

90 Cal. 243; 142 Cal. 495.

By-laws of corporations for religious and benevolent purpose also referred to in Civ. C. § 378.

Members admitted after incorporation.

§ 600. Members admitted after incorporation have all the rights and privileges, and are subject to the same responsibilities, as members of the association prior thereto.

Enacted March 21, 1872.

No member to transfer membership, etc.

§ 601. No member, or his legal representative, must dispose of or transfer any right or privilege conferred on him by reason of his membership of such corporation, or be deprived thereof, except as herein provided.

Enacted March 21, 1872.

Religious societies may become sole corporations.

§ 602. Whenever the rules, regulations, or discipline of any religious denomination, society, or church so require, for the administration of the temporalities thereof, and the management of the estate and property thereof, it shall be lawful for the bishop, chief priest, or presiding elder of such religious denomination, society, or church to become a sole corporation, in the manner prescribed in this title, as nearly as may be, and with all the powers and duties, and for the uses and purposes in this title provided for religious incorporations, and subject to all the conditions, limitations and provisions in said title prescribed. Every corporation sole shall, however, for the purposes of the trust, have power to contract in the same manner and to the

same extent as a natural person, and may sue and be sued, and may defend, in all courts and places, in all matters and proceedings whatever, and shall have authority to borrow money and give promissory notes therefor, and to secure the payment thereof by mortgage or other lien upon property, real or personal; to buy, sell, lease, mortgage, and in every way deal in real and personal property in the same manner that a natural person may, and without the order of any court; to receive bequests and devises for its own use or upon trusts to the same extent as natural persons may; and to appoint attorneys in fact. The articles of incorporation to be filed shall set forth the facts authorizing such incorporation, and declare the manner in which any vacancy occurring in the incumbency of such bishop, chief priest, or presiding elder is required by the rules, regulations, or discipline of such denomination, society, or church to be filled, which statements shall be verified by affidavit, and for proof of the appointment or election of such bishop, chief priest, or presiding elder, or of any succeeding incumbent of such corporation, it shall be sufficient to record with the clerk of the county in which such bishop, chief priest, or presiding elder resides, the original or a copy of his commission, or certificate, or letters of election or appointment, duly attested; provided, all property held by such bishop, chief priest, or presiding elder shall be in trust for the use, purpose and behoof of his religious denomination, society, or church. The limitation in section five hundred and ninety-five shall not apply to corporations formed under this section, when the land is held or used for churches, hospitals, schools, colleges, orphan asylums, parsonages, or cemetery purposes. Any judge of the superior court in the county in which any corporation is formed under this chapter shall at all times have access to the books of such incorporation. Any corporation sole heretofore organized and existing under the laws of this state may elect to continue its existence under this title by filing a certificate to that effect, under its corporate seal and the hand of its incumbent, or amended articles of incorporation, in the form required by this title, and as prescribed by section two hundred and eighty-seven of this code; and from and after the filing of such certificate or amended articles, such corporation shall be entitled to the privileges and subject to the duties, liabilities and provisions in this title expressed. Amended March 11, 1897; stats. 1897, p. 101.

94 Cal. 161.