selling bonds, debentures, certificates, shares of stock, or other papers, by whatever names said instruments may be designated, whether said instruments are issued for money paid in advance or for money to be paid in installments, but with an intent, either implied or expressed, that the proceeds or accumulated installments thereof and thereon are to be withdrawable or repayable, with accumulated profits, at some future fixed, or indefinite date of maturity; provided always, that this section does not include persons, co-partnerships or corporations engaged in any kind of banking business. Amended March 22, 1909; stats. 1909, p. 609; in effect immediately. VIII Cal. App. Dec. 314. Formation of building and loan associations-Reincorporation of existing associations. § 648a. Building and loan associations may be formed under this title with or without guarantee or other capital stock, with all the rights, powers and privileges and subject to all the restrictions and liabilities set forth in this title. If formed without any capital stock or with guarantee capital stock only, the working capital may be accumulated by the issue of membership shares, units or certificates having a paid up or ultimate matured installment value of one hundred or two hundred dollars each, and entitled to all the rights, powers and privileges and subject to all the restrictions and liabilities provided in this title for shares of authorized capital stock of a similar class. Any building and loan association heretofore formed may reincorporate under the provisions of this section and may substitute membership shares, units or certificates of similar classes for its outstanding or authorized shares of capital stock, other than guarantee capital stock, by the unanimous vote of its board of directors and by a vote or written assent of the stockholders representing at least two thirds of the subscribed capital stock and by filing amended articles of incorporation with the county clerk of the county in which the corporation's principal place of business is located and a copy of said amended articles, certified by such county clerk, in the office of the secretary of state. New section; added March 25, 1909; stats. 1909, p. 721; in effect in sixty days. § 649. Any number of persons who may desire to establish a college or seminary of learning may incorporate themselves as provided in this part, except that in lieu of the requirements of section two hundred ninety, the articles of incorporation shall contain: 1. The name of the corporation. 2. The purpose for which it is organized. 3. The place where the college or seminary is to be conducted. 4. The number of its trustees, which shall not be less than five nor more than twenty-five, and the names and residences of the trustees. The term for which the trustees named and their successors are to hold office may also be stated. If it is desired that the trustees, or any portion of them, shall belong to any organization, society, or church, such limitation shall be stated. 5. The names of those who have subscribed money or property to assist in founding the seminary or college, together with the amount of money and description of property subscribed. Amended February 20, 1909; stats. 1909, p. 30; in effect in sixty days. Term and power of trustees. § 650. Unless otherwise provided in the articles of incorporation the board of trustees shall, as soon as organized, so classify themselves that one fifth of their number shall go out of office every year, and thereafter the trustees shall hold office for five years. A majority of the trustees shall constitute a quorum for the transaction of business, and the office of the corporation shall be at the college or seminary. The trustees shall have the power: 1. To elect, by ballot, annually one of their number as president of the board. 2. Upon the death, removal out of the state, or other vacancy in the office, or expiration of the term of any trustee, to elect another in his place; provided, that where there are graduates of the institution, such graduates may, under such rules as the board shall prescribe, nominate persons to fill vacancies in the board of trustees. Such nominations shall be considered by the board, but it may reject any or all such nominations, and of its own motion appoint others. 3. To elect additional trustees; provided, the whole number elected shall never exceed twenty-five at any one time. 4. To declare vacant the seat of any trustee who shall absent himself from eight succeeding meetings of the board. 5. To receive and hold, by purchase, gift, devise, bequest, or grant, real or personal property for educational purposes connected with the corporation, or for the benefit of the institution. 6. To sell, mortgage, lease and otherwise use and dispose of the property of the corporation in such manner as they shall deem most conducive to the prosperity of the corporation. 7. To direct and prescribe the course of study and discipline to be observed in the college or seminary. S. To appoint a president of the college or seminary, who shall hold his office during the pleasure of the trustees. 9. To appoint such professors, tutors, and other officers as they shall deem necessary, who shall hold their offices during the pleasure of the trustees. 10. To grant such literary honors as are usually granted by any university, college, or seminary of learning in the United States and in testimony thereof to give suitable diplomas under their seal, and the signature of such officers of the corporation and the institution as they shall deem expedient. 11. To fix salaries of the president, professors, and other officers and employees of the college or seminary. 12. To make all by-laws and ordinances necessary and proper to carry into effect the preceding powers and necessary to advance the interests of the college or seminary; provided, that no by-laws or ordinances shall conflict with the constitution or laws of the United States, or of this state. Amended March 20, 1909; stats. 1909, p. 589; in effect in sixty days. Reincorporation of existing corporations. § 651. Any educational corporation, or body claiming to be such, now existing, may, by a unanimous vote of those of its trustees present at a special meeting called for that purpose, and of which due notice shall be given to each trustee, convey all its property, rights, and franchises to a corporation organized under this title. The fact that due notice of the meeting was given to each trustee shall be conclusively proven by the entries in the minutes of the corporation or body making the conveyance. Said minutes shall be certified to be correct by the president and secretary. Enacted March 14, 1855; stats. 1885, p. 134. TITLE XVIII. Consolidation of Colleges and Institutions of Higher SEC. 652. 653. Societies tees § 652. Education. Societies and organizations authorized to consolidate. Transfer of property. Indebtedness. Dissolution. and organizations authorized to Specific grants. consolidate-Trus Whenever any benevolent, religious or fraternal organization or society, having a grand lodge, assembly, conference or other legislative or representative head in the State of California, having two or more colleges or institutions of higher education under its patronage, shall, for the purpose of greater efficiency and simplicity in the administration of its educational interest, desire to consolidate such institutions under one management, such organization or society shall be and is hereby authorized to consolidate such institutions under one management by complying with the following provisions: Such grand lodge, assembly, conference or other legislative or representative head having authorized a consolidation of its institutions, a new corporation shall be formed. The board of trustees of the new corporation shall at first consist of the persons constituting the boards of trustees of the several institutions, respectively thus consolidating, and others; provided, the number of trustees shall not exceed forty-five. The board of trustees shall be so classified that the term of office of one third of its number shall expire each year; the successors of such trustees, as their terms expire, shall be elected by such grand lodge, assembly, conference or other legislative or representative head, at its annual meeting. The said board of trustees shall report annually to the grand lodge, conference, assembly or other legislative or representative head controlling it, the condition of affairs of such corporation, and the amount and manner of its receipts and expenditures. After the two or more colleges or institutions of higher education under the patronage of any benevolent, religious or fraternal organization or society, having a grand lodge, assembly, conference or other legislative or representative head in the State of California shall have become consolidated as hereinabove directed or specified, the board of trustees of the new corporation, consisting at first of the persons constituting the boards of trustees of the several institutions, respectively thus consolidated, may be reduced in number after said board of trustees shall have transacted the business of said corporation for a period of five years after such consolidation. Said number shall be reduced by the grand lodge, assembly, conference or other legislative or representative head of said colleges or institutions of higher education in the following manner, viz. At any annual session of such grand lodge, assembly, conference or other legislative or representative head, there shall be dropped from the number of trustees to be elected at that session of such grand lodge, assembly, conference or other legislative or representative head such a number of trustees as those present at such session shall determine, provided, however, that at no time shall the number of trustees composing such board be less than fifteen. Amended March 15, 1909; stats. 1909, p. 385; in effect in sixty days. Transfer tion. of property-Indebtedness-Specific grants-Dissolu § 653. The several boards of trustees of the institutions thus consolidated shall be and are hereby authorized and directed to transfer all property, real and personal, held by them, to the new corporation, as herein constituted, together with all powers, privileges, and authority conferred upon or enjoyed by them under their respective charters or acts of incorporation. The new corporation receiving such property shall assume all indebtedness and liabilities of such institutions as are thus consolidated, but shall not transfer such property from one loca |