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$300. Every corporation that has been or may be created under the general laws of this state, doing a banking business therein, and which has no capital stock, may elect to have a capital stock, and may issue certificates of stock therefor, in the same manner as corporations formed under the provisions of chapter one, article one, of the Civil Code, relating to the formation of corporations; provided, that no such corporation shall use or convert any moneys or funds theretofore belonging to it, or under its control, into capital stock; but such funds or moneys must be held and managed only for the purposes and in the manner for which they were created. Before such change is made, a majority of the members of such corporation present at a meeting called for the purpose of considering the proposition whether it is best to have a capital stock, its amount, and the number of shares into which it shall be divided, must vote in favor of having a capital stock, fix the amount thereof, and the number of shares into which it shall be divided. Notice of the time and place of holding such meeting, and its object, must be given by the president of such corporation, by publication in some newspaper printed and published in the county, or city and county, in which the principal place of business of the corporation is situated, at least once a week for three successive weeks prior to the holding of the meeting. A copy of the proceedings of this meeting, giving the number of persons present, the votes taken, the notice calling the meeting, the proof of its publication, the amount of capital actually subscribed, and by whom, all duly certified by the president and secretary of the corporation, must be filed in the offices of the secretary of state and clerk of the county where the articles of incorporation are filed. Thereafter such corporation is possessed of all the rights and powers, and is subject to all the obligations, restrictions, and limitations, as if it had been originally created with a capital stock; and provided further, that no bank in this state shall ever pay any dividend upon so-called guaranty notes, nor upon any stock, except upon the amount actually paid in money into said capital upon such stock, and any payment made in violation of this provision shall render all officers and directors consenting to the same jointly and severally liable to the depositors to the extent thereof. Enacted March 29, 1878; amendts. 1877-8, p. 77.

56 Cal. 349; 74 Cal. 600.

See, also, "Banks and Banking," statutes at large, Appendix.

Change of name; filing copy of decree.

§ 300a. Every corporation which has changed its name under the provisions of sections one thousand two hundred and seventyfive, one thousand two hundred and seventy-six, one thousand two hundred and seventy-seven, one thousand two hundred and seventy-eight, and one thousand two hundred and seventy-nine of the Code of Civil Procedure, must file in the office of secretary of state and in the office of the county clerk of each county in which the original articles or certified copies thereof are required by law to be filed, a certified copy of the decree of the court changing such name.

Amended April 16, 1909; stats. 1909, p. 973; in effect in sixty days.

Filing articles: Civ. C. §§ 296, 299.

ARTICLE II.

By-Laws, Directors, Elections, and Meetings.

SEC. 301. By-laws, when, how, and by whom adopted.

302.

303.

304.

305.

306.

307.

308.

309.

310.

311.

312.

313.

314.

315.

316.

317.

318.

319.

Directors, election of, notice, etc.

By-laws may provide for what.

By-laws open for public inspection; how amended.
Directors, how many and how elected; powers.

Directors must be elected and by-laws adopted at first
meeting. [Repealed.]

Elections, how conducted.

Organization of board of directors, etc.

Dividends to be made from surplus profits; increase and reduction of capital stock.

Directors, removal from office of, etc.

Justice of the peace may order meeting, when.
Elections, how stock must be represented.

Representation of minors, insane, or deceased persons.
Election may be postponed.

Elections, complaints may be referred to superior
court; relief.

False certificate, report, or notice to make officers liable.

Meeting by consent to be valid.

Proceedings at such meeting to be binding.

Meetings, where held.

320. Special meetings, how called.

321.

Banking corporations must keep certain books open for
inspection.

321a. Change of principal place of business, how effected.
321b. Stockholders' meetings, who may vote, and

proxies.

By-laws, when, how, and by whom adopted.

use of

§ 301. Every corporation formed under this title must, within one month after filing articles of incorporation, adopt a code of by-laws for its government not inconsistent with the constitution and laws of this state. The assent of stockholders representing a majority of all the subscribed capital stock, or of a majority of the members, if there be no capital stock, is necessary to adopt by-laws, if they are adopted at a meeting called for that purpose; and in the event of such meeting being called, two weeks' notice of the same by advertisement in some newspaper published in the county in which the principal place of business of the corporation is located, or if none is published therein, then in a paper published in an adjoining county, must be given by order of the acting president. The written assent of the holders of two thirds of the stock, or of two thirds of the members if there be no capital stock, shall be effectual to adopt a code of by-laws without a meeting for that purpose.

Amended March 30, 1874; amendts. 1873-4, p. 200.

74 Cal. 574; 109 Cal. 588; 116 Cal. 414; 117 Cal. 162;
145 Cal. 702.

Amendment and repeal of by-laws: Civ. C. § 304.

Directors, election of, notice, etc.

§ 302. The directors of a corporation must be elected annually by the stockholders or members, and if no provision is made in the by-laws for the time of election, the election must be held on the first Tuesday in June. Notice of such election must be given as prescribed in section three hundred one, unless all of the stockholders waive such notice in writing.

Amended February 22, 1909; stats. 1909, p. 48; in effect in sixty days.

93 Cal. 36; 146 Cal. 222.

Elections: Civ. C. § 312.

Postponement of election: Civ. C. § 314.

1

By-laws may provide for what.

§ 303. A corporation may, by its by-laws, where no other provision is specially made, provide for:

1. The time, place, and manner of calling and conducting its meetings, and may dispense with notice of all regular meetings of stockholders or directors;

2. The number of stockholders or members constituting a quorum;

8. The mode of voting by proxy;

4. The qualifications and duties of directors, and also the time of their annual election, and the mode and manner of giving notice thereof;

5. The compensation and duties of officers;

6. The manner of election and tenure of office of all officers other than the directors; and

7. Suitable penalties for violations of by-laws, not exceeding, in any case, one hundred dollars for any one offense.

8. The newspaper in which all notices of the meetings of stockholders or board of directors, notice of which is required, shall be published, which must be some newspaper published in the county where the principal place of business of the corporation is located, or if none is published therein, then in a newspaper published in an adjoining county; provided, that when the by-laws prescribe the newspaper in which said publication shall be made, if from any cause, at the time any publication is desired to be made, the publication of such newspaper shall have ceased, the board of directors may, by an order entered on the records of the corporation, direct the publication to be made in some other newspaper published in the county, or if none is published therein, then in an adjoining county.

Amended March 19, 1889; stats. 1889, p. 365.

93 Cal. 38; 96 Cal. 82; 104 Cal. 653; 109 Cal. 599; 121 Cal. 208; 130 Cal. 347; 1 Cal. App. 195, 196.

Provisions applicable: Civ. C. §§ 305, 308, 323, 344; other provisions, § 599.

By-laws open for public inspection; how amended.

§ 304. All by-laws adopted must be certified by a majority of the directors and secretary of the corporation, and copied in a legible hand, in some book kept in the office of the corporation, to be known as the "book of by-laws," and the book must then

be open to the inspection of the public during office hours each day except holidays. The by-laws may be repealed or amended, or new by-laws may be adopted, at the annual meeting, or at any other meeting of the stockholders or members, called for that purpose by the directors, by a vote representing two thirds of the subscribed stock, or by two thirds of the members. The written assent of the holders of two thirds of the stock, or two thirds of the members if there is no capital stock, is effectual to repeal or amend any by-law, or to adopt additional by-laws. The power to repeal and amend the by-laws, and adopt new by-laws, may, by a similar vote at any such meeting, or similar written assent, be delegated to the board of directors. The power, when delegated, may be revoked by a similar vote, at any regular meeting of the stockholders or members. Whenever any amendment or new by-law is adopted, it must be copied in the book of by-laws with the original by-laws, and immediately after them. If any by-law is repealed, the fact of repeal, with the date of the meeting at which the repeal was enacted, or written assent was filed, must be stated in said book. Until copied or stated as hereinbefore required, no by-law, nor any amendment or repeal thereof, can be enforced against any person, other than the corporation, not having actual notice thereof.

Amended March 21, 1905; stats. 1905, p. 557.

89 Cal. 54.

NOTE. § 304. The provision of the section declaring that no by-law or any amendment thereof shall take effect until copied in the book of by-laws, is amended so as to permit by-laws and amendments thereof, which have been duly passed, to be treated as valid and enforcible against the corporation and persons having notice thereof, regardless of whether or not they have been copied into the proper book. It has often happened that by-laws have been published and generally acted upon by the corporation, and by others, and therefore their effect has been sought to be avoided on account of the failure of the proper officer to perform his duty of copying them as the code directs. The change consists in the addition of the last sentence.

Directors, how many and how elected; powers.

$305. The corporate powers, business, and property of all corporations formed under this title must be exercised, conducted, and controlled by a board of not less than three directors, to be elected from among the holders of stock; or where there

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