ment and the reasons therefor being recorded in the journal of proceedings of the board of directors.

Amended March 18, 1907; stats. 1907, p. 596.

67 Cal. 533; 93 Cal. 36; 103 Cal. 363; 104 Cal. 651; 109 Cal. 588; 112 Cal. 63; 115 Cal. 589; 127 Cal. 683; 133 Cal. 47; 146 Cal. 224; 7 Cal. App. 671.

ED. NOTE.-Section 312 was amended March 21, 1905, and March 22, 1905, but the former amendment was repealed (stats. 1907, p. 596) and the section again amended.

NOTE. § 312. The change in the amendment of this section, as approved March 21, 1905, consisted in the substitution of the words "superior court" in place of "district court," and in the omission of the words "bona fide" before "stockholder." For the purpose of election, a person appearing upon the books of the corporation to be a stockholder should be permitted to vote, and election officers should not be vested with authority to deny such a stockholder the right to vote, or to claim that for some reason he is not a bona fide stockholder. (See Smith vs. S. F. & N. P. Ry. Co., 115 Cal. 584.) On March 22, 1905, another act (not suggested by the commissioner) was approved, superseding the act approved upon the day before. This act omitted some of the changes of the act of March 21, but made other changes. In the session of 1907, the section as approved March 21, 1905, was repealed, but the changes contained in it were incorporated into the amendment of the section, as approved March 22, 1905.

Notice of election: Civ. C. § 302.
Postponement: Civ. C. § 314.

Rights of stockholders to vote: Civ. C. § 307.

Representation of minors, insane, or deceased persons.

§ 313. The shares of stock of an estate of a minor, or insane person, may be represented by his guardian, and of a deceased person by his executor or administrator.

Amended March 30, 1874; amendts. 1873-4, p 203.

109 Cal. 590; 115 Cal. 590.

Election may be postponed.

§ 314. If from any cause an election does not take place on the day appointed by law or the by-laws, or otherwise, it may be held on any day thereafter as is provided for in such by-laws, or to which such election may be adjourned or ordered by the directors. If an election has not been held at the appointed

time, and no adjourned or other meeting for the purpose has been ordered by the directors, a meeting may be called by the stockholders as provided in section three hundred and ten. Amended March 21, 1905; stats. 1905, p. 559.

NOTE.- 314. The design of the amendment is to extend the provisions of the section to all elections howsoever authorized, and for this purpose the words "by law" are inserted after "appointed," "in" is omitted after "appointed," and "or otherwise" are inserted after "by-laws."

Elections, complaints may be referred to superior court; relief. § 315. Upon the application of any person or body corporate aggrieved by any election held by any corporate body, the superior court of the county in which such election is held must proceed forthwith to hear the allegations and proofs of the parties, or otherwise inquire into the matters of complaint, and thereupon confirm the election, order a new one, or direct such other relief in the premises as accords with right and justice. Upon filing the petition, and before any further proceedings are had under this section, five days' notice of the hearing must be given, under the direction of the court or the judge thereof, to the adverse party, or those to be affected thereby.

Amended March 21, 1905; stats. 1905, p. 560.

93 Cal. 35; 98 Cal. 305; 103 Cal. 364; 115 Cal. 281, 587; 126 Cal. 72.

NOTE. 315. The change consists in the substitution of the words "superior court of the county" for "district court of the district."

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

§ 316. Any officer of a corporation who willfully gives a certificate, or willfully makes an official report, public notice, or entry in any of the records or books of the corporation, concerning the corporation or its business, which is false in any material representation, shall be liable for all the damages resulting therefrom to any person injured thereby; and if two or more officers unite or participate in the commission of any of the acts herein designated, they shall be jointly and severally liable.

Amended March 30, 1874; amendts. 1873-4, p. 203.

Liability of officer: Pen. C. §§ 558, 564; Civ. C. § 309; see, also, "Fraudulent Reports," statutes at large, Appendix.

VIII Cal. App. Dec. 522.

Meeting by consent to be valid.

§ 317. When all the stockholders or members of a corporation are present at any meeting however called or notified, and sign a written consent thereto on the records of such meetings, or if those not present sign in writing a waiver of notice of such meeting, which waiver is presented and made a part of the records of such meeting, the doings of such meeting are as valid as if had at a meeting legally called and noticed.

Amended February 22, 1909; stats. 1909, p. 49; in effect in sixty days.

Proceedings at such meeting to be binding.

§ 318. The stockholders or members of such corporation, when so assembled, may elect officers to fill all vacancies then existing, and may act upon such other business as might lawfully be transacted at regular meetings of the corporation.

Enacted March 21, 1872.

Meetings, where held.

§ 319. The meetings of the stockholders and board of directors of a corporation must be held at its office or principal place of business.

Enacted March 21, 1872.

Change of place of business: Civ. C. § 321a.

Special meetings, how called.

§ 320. When no provision is made in the by-laws for regular meetings of the directors and the mode of calling special meetings, all meetings must be called by special notice in writing, to be given to each director by the secretary, on the order of the president, or if there be none, on the order of two directors. Enacted March 21, 1872.

59 Cal. 681; 76 Cal. 154; 96 Cal. 79; 109 Cal. 9; 130 Cal. 347; 134 Cal. 177; 146 Cal. 705.

Banking corporations must keep certain books open for inspection.

§ 321. Every corporation doing a banking business in this state must keep in its office, in a place accessible to the stockholders, depositors, and creditors thereof, and for their use, a book containing a list of all stockholders in such corporation, and the number of shares of stock held by each; and every such corporation must keep posted in its office, in a conspicuous place,

accessible to the public generally, a notice, signed by the president or secretary, showing:

First-The names of the directors of such corporation; Second-The number and value of shares of stock held by each

director.

The entries on such book and such notice shall be made and posted within twenty-four hours after any transfer of stock, and shall be conclusive evidence against each director and stockholder of the number of shares of stock held by each. The provisions of this section shall apply to all banking corporations formed or existing before twelve o'clock noon of the day on which this code took effect, as well as to those formed after such time.

Enacted January 29, 1876; amendts. 1875-6, p. 72.

89 Cal. 54; 140 Cal. 105.

Records of corporations, general: §§ 377, 378, Civ. C.

Change of principal place of business, how effected.

§ 321a. Every corporation that has been or may be created under the general laws of this state may change its principal place of business from one place to another in the same county, or from one city or county to another city or county within this state. Before such change is made, the consent, in writing, of the holders of two thirds of the capital stock of the corporation must be obtained and filed in its office. When such consent is obtained and filed, notice of the intended removal or change must be published, at least once a week, for three successive weeks, in some newspaper published in the county, wherein said principal place of business is situated, if there is one published therein; if not, in a newspaper of an adjoining county, giving the name of the county or city where it is situated and that to which it is intended to remove it. Whenever any such change is made, a copy of the resolution or action of the board of directors authorizing the same, together with a copy of an affidavit of the publication above required, all duly certified by the president and secretary of the corporation with the corporate seal affixed, shall be filed in each office where the original articles of incorporation are, or any copy thereof is required to be filed. This section shall not be construed to require such consent, notice or publication in the case of any such removal from one location to another in the same city, town or village.

Amended March 20, 1903; stats. 1903, p. 254.

Stockholders' meetings, who may vote, and use of proxies.

§ 3216. At all meetings of stockholders of corporations organized under the laws of this state, or in the case of corporations having no capital stock, then at all meetings of the members of such corporation, only the stockholders or members actually present shall be entitled to vote on any proposition, including the election of directors and other officers of the corporation, unless proxies from absent or non-attending stockholders or members shall be held by some person or persons present at such meeting and shall be executed in accordance with the provisions of this section. Every such proxy must be executed in writing by the member o stockholder himself, or by his duly authorized attorney. No proxy heretofore given or made shall be valid after the expiration of eleven months from the passage of this act, unless the member or stockholder executing it shall have specified therein the length of time for which such proxy is to continue in force, which must be for some limited period, and in no case to exceed seven years from the date of the execution of such proxy. No proxy hereafter to be given or made shall be valid after the expiration of eleven months from the date of its execution, unless the member or stockholder executing it shall have specified therein the length of time for which such proxy is to continue in force, which must be for some limited period, and in no case to exceed seven years from the date of the execution of such proxy. Every proxy shall be revocable at the pleasure of the person executing it; but a corporation having no capital stock may prescribe in its by-laws the persons who may act as proxies for members, and the length of time for which such proxies may be executed.

Enacted February 27, 1905; stats. 1905, p. 22.