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issued on application to any court of record or any judge thereof, under such rules and regulations as the court may prescribe. Enacted March 21, 1872.

1 Cal. App. 67.

Chapter and article may be repealed.

[Repealed.]

§ 384. Chapter and article may be repealed. [Repealed March 18, 1907; stats. 1907, p. 578.]

See note to sec. 403, post.

NOTE.- -§ 384. As a result of the oversight in not repealing section 384 at the time section 404 was added in 1905, there were two sections in the Civil Code containing identical language, one being 384, and the other 404; 384 was not in the proper place, and 404 was. Section 384 was therefore repealed in 1907, leaving section 404 intact, and a proviso was added in the repealing act so that any rights acquired under section 384 should not be lost, but continued in force under the provisions of section 404.

ARTICLE IV.

Judgment Against and Sale of Corporate Property.

SEC. 388.

Franchise may be treated as property, and sold under execution.

Purchaser to transact business of corporation.

389.

390.

Purchaser may recover penalties, etc.

391.

392.

Corporation to retain powers after sale.
Redemption.

393. Sale under execution, where made.

Franchise may be treated as property, and sold under execution. § 388. For the satisfaction of any judgment against any person, company, or corporation having any franchise other than the franchise of being a corporation, such franchise, and all the rights and privileges thereof, may be levied upon and sold under execution, in the same manner, and with the same effect, as any other property.

Amended March 20, 1905; stats. 1905, p. 409.

SO Cal. 341; 86 Cal. 283; 98 Cal. 313.

NOTE. § 388. This section as it stood applied only to corporations authorized to receive tolls, and was probably unconstitutional as creating a special law where a general law may be made applicable. (See Krause vs. Durbrow, 19 Cal. Dec. 93.) The amendment makes the section applicable to all corporations. Seizure on execution: Code Civ. Proc. § 688.

Purchaser to transact business of corporation.

§ 389. The purchaser at the sale must receive a certificate of purchase of the franchise, and be immediately let into the possession of all property necessary for the exercise of the powers and the receipt of the proceeds thereof, and must thereafter conduct the business of such corporation, with all its powers and privileges, and subject to all its liabilities, until the redemption of the same, as hereinafter provided.

Enacted March 21, 1872.

Purchaser may recover penalties, etc.

§ 390. The purchaser, or his assignee, is entitled to recover any penalties imposed by law and recoverable by the corporation for an injury to the franchise or property thereof, or for any damages, or other cause, occurring during the time he holds the same, and may use the name of the corporation for the purpose of any action necessary to recover the same. A recovery for damages or any penalties thus had is a bar to any subsequent action by or on behalf of the corporation for the same.

Enacted March 21, 1872.

Corporation to retain powers after sale.

§ 391. The person, company, or corporation whose franchise is sold, as in this article provided, in all other respects retains the same powers, is bound to the discharge of the same duties, and is liable to the same penalties and forfeitures, as before such sale.

Amended March 20, 1905; stats. 1905, p. 409.

NOTE.- 391. The amendment makes the section applicable to persons and companies as well as to corporations.

Redemption.

§ 392. Redemption from any such sale may be had as provided in the Code of Civil Procedure in the case of redemptions from sales of real estate on execution.

Amended March 20, 1905; stats. 1905, p. 409.

NOTE. § 392. The amendment makes applicable to an execution sale of franchises the law of redemption applicable to other sales of real property.

Sale under execution, where made.

§ 393. The sale of any franchise under execution must be made in the county in which the corporation has its principal

place of business, or in which the property, or some portion thereof, is situated.

Amended March 20, 1905; stats. 1905, p. 409.

NOTE.- 393. Omits the words "upon which the taxes are paid," that having apparently no relevancy to the section.

CHAPTER IV.

EXTENSION AND DISSOLUTION OF CORPORATIONS.

SEC. 399.

400.

401.

402.

403.

Proceedings to disincorporate.

[Repealed.]

On dissolution, directors to be trustees for creditors.
Extension of corporate existence, how made.

How corporations may continue their existence.

[Repealed.]

Title one to apply to all corporations, with certain exceptions. [Repealed.]

Proceedings to disincorporate.

[Repealed.]

§ 399. Proceedings to disincorporate. [Repealed March 21, 1905; stats. 1905, p. 563.]

NOTE.- 399. This section, which purports merely to designate the place in the Code of Civil Procedure where the dissolution of corporations is provided for, does not state any rule of law and constitutes but an imperfect index to the provisions referred to, and is, therefore, repealed.

Involuntary dissolution: Code Civ. Proc. § 803.

Voluntary dissolution: Code Civ. Proc. §§ 1227-1233.

For dissolution of banks, etc., see "Banks and Banking," Appendix.

On dissolution, directors to be trustees for creditors.

$ 400. Unless other persons are appointed by the court, the directors or managers of the affairs of a corporation at the time of its dissolution are trustees of the creditors and stockholders or members of the corporation dissolved, and have full power to settle the affairs of the corporation.

Amended March 21, 1905; stats. 1905, p. 563.

84 Cal. 358; 100 Cal. 119; 101 Cal. 147; 150 Cal. 580, 581.

NOTE. § 400. The change consists in the substitution of the word "a" for "such" before the word "corporation" in line 2.

Extension of corporate existence, how made.

§ 401. Every corporation formed for a period less than fifty years, may, at any time prior to the expiration of the term of its corporate existence, extend such term to a period not exceeding fifty years from its formation. Such extension may be made at any meeting of the stockholders or members called by the directors expressly for considering the subject if voted by stockholders representing two thirds of the capital stock; or by two thirds of the members; or may be made upon the written assent of two thirds of the members or of stockholders representing two thirds of the capital stock. A certificate of the proceedings of the meeting upon such vote, or upon such assent, must be signed by the chairman and secretary of the meeting and a majority of the directors, and be filed in the office of the county clerk where the original articles of incorporation were filed, and a certified copy thereof in the office of the secretary of state, and thereupon the term of the corporation is extended for the specified period.

Amended March 21, 1905; stats. 1905, p. 564.

109 Cal. 582; 122 Cal. 339.

ED. NOTE. § 401. Section 401 was enacted March 21, 1872; amended 1873-4, p. 209; 1905, p. 564; 1907, p. 344. The amendment of 1907 provided that a corporation might extend and renew the term of its corporate existence from the date of such extension. (See § 401, as amended in 1907, following.) In Boca Mill Co. vs. Curry, XXXVI Cal. Dec., p. 261, decided October 8, 1908, the supreme court held the amendment of 1907 to be unconstitutional. (Const., art. XII, sec. 7.) Section 401 as it stood previous to amendment, perhaps still in force (see decision). at the general election held November 3, 1908, an amendment to section 7 of article XII of the constitution was adopted, covering the matter contained in section 401 of the Civil Code as it was amended in 1907. See Constitution, ante. See, also, Appendix, for forms of certificates for extension of corporate existence under section 401, Civil Code, and under section 7, article XII, Constitution.

But

§ 401. Every corporation heretofore or hereafter formed, and existing under the laws of this state, may at any time prior to the expiration of the term of its corporate existence extend such term to a period not exceeding fifty years from the date of such extension. Such extension may be made at any meeting of the stockholders, or members, called by the directors expressly for

considering the subject, if voted for by stockholders representing two thirds of the capital stock; or by two thirds of the members where there is no capital stock; or may be made upon the written assent of two thirds of the members or of stockholders representing two thirds of the capital stock. A certificate of such vote or assent shall be signed and sworn to by the president and secretary and by a majority of the directors of the corporation, and filed in the office of the county clerk where the original articles of incorporation were filed, and a copy certified by such clerk shall be filed in the office of the secretary of state, and thereupon the term of existence of the corporation shall be extended for the period specified in such certificate. The fees for certifying such certificate and filing the same and the certified copy thereof, shall be the same as those prescribed by law for certifying and filing articles of incorporation in such cases. In no event shall such extension be construed to prolong or extend the duration of any franchise or privilege heretofore granted to any corporation or joint stock company by special legislative act, or by the municipal authorities of any county, city, city and county, town, or other political subdivision of this state, beyond the term fixed by the provisions of the act, ordinance or resolution conferring such privilege or franchise, or beyond the term fixed for the maximum period of existence of such corporation or joint stock company by laws in force and governing the formation and organization thereof at the time such corporation or joint stock company was formed or organized.

Amended March 18, 1907; stats. 1907, p. 344.

ED NOTE. § 401. See note to section 401, ante, as it stood in 1905. See, also, Appendix, for form of certificate of extension of corporate existence under section 7, article XII, Constitution.

How corporations may continue their existence.

[Repealed.]

§ 402. How corporations may continue their existence. pealed March 30, 1874; amendts. 1873-4, p. 209.]

[Re

Title one to apply to all corporations, with certain exceptions. [Repealed.]

$403. Title one to apply to all corporations with certain exceptions. [Repealed March 20, 1905; stats. 1905, p. 410.] NOTE. See note to § 403 in chapter V.

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