ciation from any liability imposed by section three of article twelve of the constitution of California, are hereby declared to be and shall be null and void. Enacted April 12, 1880; amendts. 1880, p. 9. 84 Cal. 422. New or duplicate certificates of shares of stock, court may order issue. § 328. Whenever a certificate of stock or of shares in a corporation organized under the laws of this state has been lost, destroyed or wrongfully withheld, the owner thereof may bring an action against such corporation in the superior court of the county in which is located its principal place of business, for the purpose of obtaining a new or duplicate certificate. If by the books of the corporation the stock stands in the name of a person other than the plaintiff, or if by such books it appears that some other person claims or has some right, title, or interest in, or lien upon, such stock, all such persons must be made parties defendant with the corporation. Summons must be issued and served as in other civil actions, and in addition thereto, the court must direct its clerk to issue and cause to be published, at least once a week for four successive weeks, in some newspaper published in the county, a notice setting forth the pendency of the action, the names of the parties thereto, the court in which it is pending, the name of the corporation issuing the stock, the number of the certificate and the number of the shares, the name of the person mentioned as stockholder in the certificate, and notifying all persons claiming said shares, or any of them, or any interest or lien therein or thereupon, to be and appear before the court at a time and place to be designated in the notice, not less than thirty days from the first publication thereof, then and there to show cause why a new certificate should not be directed to be issued to the plaintiff, and to set forth their rights in or claim to such shares. If any one appears and answers or intervenes in the action, it must proceed to trial as in other civil cases, and the court must enter judgment as from the facts established may be proper; but if no one appears within the time designated in such notice, nor within the time allowed by law after the services of such summons, the court must hear such evidence as may be offered in support of the allegations of the complaint, and make and file its decision thereon, and thereupon may enter its judgment canceling the lost, destroyed or wrongfully withheld certificate and directing the corporation, upon payment to it of all costs incurred by it in the premises and without costs against the corporation, to issue to the plaintiff a new or duplicate certificate. After the issuing of a new certificate by the corporation pursuant to any judgment in such action, no action can ever be maintained by any person against the corporation in reference to said lost or destroyed certificate or the shares represented thereby, and thereafter any such action is forever barred as against the corporation. Enacted March 20, 1905; stats. 1905, p. 500. Lost or destroyed bonds, how duplicates may be obtained-Summons-Judgment-Indemnity. § 329. Whenever a bond or bonds of a corporation organized under the laws of this state or of any other state, or any territory of the United States, has or have been lost or destroyed in this state by fire, earthquake, or other calamity, the owner thereof may bring an action against such corporation and the trustee or mortgagee of such bonded indebtedness in the superior court of the county in which such bond or bonds were lost or destroyed, or in which owner resides, or in which is located the principal place of business of such corporation, for the purpose of obtaining a new or duplicate bond or bonds. If said bond or bonds stand in the name of, or are registered in the name of a person other than the plaintiff, or if it appears by the books of the corporation that any other person claims or has some right, title, interest in, or lien upon such bond or bonds, all such persons must be made parties defendant with the corporation and the trustee and mortgagee. Summons must be issued and served as in other civil actions and in addition thereto the court must direct its clerk to issue and cause to be published at least once a week, for four successive weeks, in some newspaper published in the county a notice setting forth the pendency of the action, the names of the parties thereto, the court in which it is pending, the name of the corporation which had issued the bond or bonds, the number of said bond or bonds, if any, and the amount thereof, and the person in whose name the same stands or is registered, and notifying all persons claiming said bond or bonds, or any of them or any interest or lien therein or thereupon, to be and appear before the court at a time and place to be desig nated in the notice, not less than thirty days from the first publication thereof, then and there to show cause why a new bond or bonds should not be directed to be issued to the plaintiff and to set forth their rights in, or claims to such bond or bonds. If any one appears and answers or intervenes in the action it must proceed to trial as in other civil cases and the court must enter judgment as from the facts established may be proper; but if no one appears within the time designated in said notice, nor within the time allowed by law after the service of such summons, the court must hear such evidence as may be offered in support of the allegations of the complaint and make and file its decision thereon, and thereupon may enter its judgment canceling the lost or destroyed bond or bonds and directing such corporation, upon payment to it of all costs incurred by it in the premises, and upon payment to it of the money required and necessary to re-issue new bond or bonds and without costs against the corporation or other defendant, mortgagee or trustee, to issue to the plaintiff a new or duplicate bond or bonds upon the said plaintiff giving proper indemnity to the said corporation and the said mortgagee or trustee. Enacted March 6, 1907; stats. 1907, p. 116. ARTICLE II. Assessments of Stock. SEC. 331. Directors may levy assessments. Limitation. How levied. Levy of assessment. Old assessment remaining unpaid. What order shall contain. Notice of assessment. Form. Publication and service of notice. Delinquent notice. Form. Contents of notice. 332. 333. 334. 335. 336. 337. 338. 339. How published. 340. 341. 342. 343. 344. 345. Extension of time of delinquent sale. 346. Jurisdiction acquired, how. Sale to be by public auction. Highest bidder to be the purchaser. In default of bidders, corporation may purchase. Assessments shall not be invalidated. 347. 349. Action for recovery of stock, and limitation thereof. Affidavits of publication. Affidavits of sale. To be filed. Waiver of sale. Action to recover assessment. Directors may levy assessments. § 331. The directors of any corporation formed or existing under the laws of this state, after one fourth of its capital stock has been subscribed, may, for the purpose of paying expenses, conducting business, or paying debts, levy and collect assessments upon the subscribed capital stock thereof in the manner and form, and to the extent provided herein. Amended March 30, 1874; amendts. 1873-4, p. 206. 65 Cal. 194; 80 Cal. 377; 82 Cal. 603; 92 Cal. 50; 101 Limitation-How levied. § 332. No one assessment must exceed ten per cent of the amount of the capital stock named in the articles of incorporation, except in the cases in this section otherwise provided for, as follows: 1. If the whole capital of a corporation has not been paid up, and the corporation is unable to meet its liabilities or to satisfy the claims of its creditors, the assessment may be for the full amount unpaid upon the capital stock; or if a less amount is sufficient, then it may be for such a percentage as will raise that amount; 2. The directors of railroad corporations may assess the capital stock in installments of not more than ten per cent per month, unless in the articles of incorporation it is otherwise provided: 3. The directors of fire or marine insurance corporations may assess such a percentage of the capital stock as they deem proper. Enacted March 21, 1872. 65 Cal. 194; 93 Cal. 549; 99 Cal. 14; 107 Cal. 450; 145 Cal. 701, 702, 707; XXXVI Cal. Dec. 78; VII Cal. App. Dec. 730; 2 Cal. App. 136, 448. Levy of assessment-Old assessment remaining unpaid. § 333. No assessment must be levied while any portion of a previous one remains unpaid, unless: 1. The power of the corporation has been exercised in accordance with the provisions of this article for the purpose of collecting such previous assessment; or, 2. The collection of the previous assessment has been enjoined ; 3. The assessment falls within the provisions of either the first, second, or third subdivision of section three hundred and thirty-two. Enacted March 21, 1872. 65 Cal. 195; VII Cal. App. Dec. 730. What order shall contain. § 334. Every order levying an assessment must specify the amount thereof, when, to whom, and where payable; fix a day, subsequent to the full term of publication of the assessment notice, on which the unpaid assessments shall be delinquent, not less than thirty nor more than sixty days from the time of making the order levying the assessment; and a day for the sale of delinquent stock, not less than fifteen nor more than sixty days from the day the stock is declared delinquent. Enacted March 21, 1872. 6 Cal. App. 358. Notice of assessment-Form. § 335. Upon the making of the order, the secretary shall cause to be published a notice thereof, in the following form: (Name of corporation in full. Location of principal place of business.) Notice is hereby given, that at a meeting of the directors, held on the (date), an assessment of (amount) per share was levied upon the capital stock of the corporation, payable (when, to whom, and where). Any stock upon which this assessment shall remain unpaid on the (day fixed) will be delinquent and advertised for sale at public auction, and, unless payment is made before, will be sold on the (day appointed), to pay the delinquent assessment, together with costs of advertising and expenses of sale. (Signature of secretary, with location of office.) Enacted March 21, 1872. 101 Cal. 81. |