Legislation § 589. 1. Addition by Stats. 1901, p. 379; unconstitutional. See note, § 4, ante.

2. Added by Stats. 1905, p. 586. See ante, Legislation Title XI. § 590. Liability of presidents and directors. In case of the refusal or neglect of the president to cause to be issued by the secretary the order mentioned in section five hundred and eighty-nine, such stockholder is entitled to recover against said president the sum of one thousand dollars and costs, as provided in the last section. If the directors fail to have the reports and accounts current made and posted as provided in section five hundred and eighty-eight, they are liable, either severally or jointly, to an action by any stockholder complaining thereof, and on proof of such refusal or failure, he may recover judgment for actual damages sustained by him, with costs of suit. Each of such defaulting directors is also liable to removal for such neglect.

Right to visit mine: See ante, §§ 588, 589.

Legislation § 590. 1. Addition by Stats. 1901, p. 379; unconstitutional. See note, § 4, ante.

2. Added by Stats. 1905, p. 587. See ante, Legislation Title XI.

TITLE XIa.

Corporations for the Formation of Chambers of Commerce, Boards of Trade, Mechanics' Institutes, and Other Kindred Associations.

$591. Formation, organization, and powers of.

§ 592. Capital stock and certificates of.

§ 592a. Powers which may be conferred on the trustees, directors, or the executive committee.

§ 592b. Power to acquire, sell, possess, and use property.

§ 592c. By-laws.

§ 592d. Power to levy and collect assessments.

§ 592e. Pre-existing corporations may become entitled to the benefit of this title.

Legislation Title XIa. Added by Stats. 1905, p. 587, and then contained §§ 591-592e, the title of the act reading, "An Act to add a new title to Part IV of Division First of the Civil Code to be known as Title XIa, relating to corporations for the formation of chambers of commerce, boards of trade, mechanics' institutes, and other kindred associations"; the code commissioner saying, "the matter contained in said chapter being a codification of the statute of 1865-66, p. 469, as amended in 1867-68, p. 5, and 1885, p. 76, respecting chambers of commerce." See post, tit. "Legislation," under the respective sections of the title.

§ 591. Formation, organization, and powers of. Corporations for the formation and organization of chambers of commerce, boards of trade, mechanics' institutes, and other associa

tions formed for the extension and promotion of trade and commerce, or the advancement, protection, and improvement of the mechanic arts, may be formed by twenty or more persons, who must execute and file articles of incorporation as prescribed in chapter one of title one of part four of this code. Upon receiving from the secretary of state a certificate of the filing with him of a certified copy of its articles of incorporation, such corporation becomes a body corporate, and by its corporate name has succession for the period limited in its articles, and power: (1) To sue and be sued in any court; (2) to make and use a common seal, and alter it at pleasure; (3) to lease, purchase, hold, sell, mortgage, convey in trust, convey, release from trust or mortgage, such real and personal property as hereinafter provided; (4) to elect and appoint such officers, agents, and servants as the business of the corporation may require; and (5) to make by-laws, not inconsistent with the laws of this state, providing for the organization of the corporation and the management of its affairs. No corporation formed under this title must engage in any mercantile, commercial, or mechanical business.

Legislation § 591. 1. Addition by Stats. 1901, p. 380; unconstitutional. See note, § 4, ante.

2. Added by Stats. 1905, p. 588. See ante, Legislation Title XIa.

§ 592. Capital stock and certificates of. Every corporation formed under this title may have a capital stock and issue certificates to represent the shares thereof, if the articles of incorporation contain a statement of the amount of its capital stock and the number of shares into which it is divided. The rights and privileges to be accorded to stockholders are distinct from those to be accorded to members at large of the corporation, and the obligations to be imposed upon stockholders in the same relation must be fixed and established in the by-laws of the corporation.

Legislation § 592. 1. Addition by Stats. 1901, p. 380; unconstitu tional.

See note, § 4, ante.

2. Added by Stats. 1905, p. 588. See ante, Legislation Title Xla.

§ 592a. Powers which may be conferred on the trustees, directors, or the executive committee. The corporation may confer upon a board of trustees or directors, or upon body to be styled the executive committee of the corporation, the right to exercise all or any of the corporate powers, if the articles of incorporation state that the right to exercise the corporate powers is to be confided to such board of trustees or directors or to such executive committee, and the number of trustees, directors, or committee, and the names of those

selected to take charge of the affairs of the corporation for the first six months.

Legislation § 592a. 1. Addition by Stats. 1901, p. 380; unconstitu tional. See note, § 4, ante.

2. Added by Stats. 1905, p. 588. See ante, Legislation Title XIa.

$592b. Power to acquire, sell, possess, and use property. Every corporation formed under this title may lease, purchase, have, hold, use, take possession of, and enjoy in fee-simple, or otherwise any personal or real property within the state necessary for the uses and purposes of the corporation, and may sell, lease, deed in trust, alien, or dispose of the same at its pleasure.

Legislation § 592b. 1. Addition by Stats. 1901, p. 380; unconstitutional. See note, § 4, ante.

2. Added by Stats. 1905, p. 589. See ante, Legislation Title XIa. § 592c. By-laws. The by-laws of any corporation formed under this title without capital stock must prescribe how members of the corporation shall be admitted and how expelled, and how officers, agents, and servants shall be appointed. Such provisions in the by-laws have force and effect as between private parties and the corporation. All corporations formed under the provisions of this title must determine, by their by-laws, the manner of calling and conducting their meetings, the number of members that constitute a quorum, the manner of levying and collecting assessments, the officers of the corporation, the manner of their election or appointment and their tenure of office, and may prescribe suitable penalties for the violation of such by-laws, not exceeding in any case one hundred dollars for any one offense.

Legislation § 592c. 1. Addition by Stats. 1901, p. 381; unconstitutional. See note, § 4, ante.

2. Added by Stats. 1905, p. 589. See ante, Legislation Title XIa.

§ 592d. Power to levy and collect assessments. Every corporation formed under the provisions of this title has power to levy and collect, from the members thereof, for the purpose of paying the proper and legal expenses of the corporation, assessments in such manner as may be prescribed by its bylaws, but not otherwise.

Legislation § 592d. 1. Addition by Stats. 1901, p. 381; unconstitutional. See note, § 4, ante.

2. Added by Stats. 1905, p. 589. See ante, Legislation Title XIa.

§ 592e. Pre-existing corporations may become entitled to the benefit of this title. Every corporation, association, or institution formed prior to the enactment of this title, for any of the purposes contemplated thereby, may, by a vote of the

majority of its members voting at a meeting called for that purpose, become entitled to the benefit thereof on filing the certificate hereinafter required. Notice of such meeting and of its object must be published in a newspaper of general circulation in the county in which the principal place of business of the corporation, association, or institution is located, for at least two weeks before the day on which the meeting is to be held. Such certificate must be signed and acknowledged by at least five members of the corporation, association, or institution, must contain a list of the members who desire to become members, and must be filed with the county clerk of such county, and a copy thereof, certified by him, must be filed with the secretary of state. Thereupon such corporation, association, or institution possesses all the powers and privileges conferred by this title.

Legislation § 592e.

1. Addition by Stats. 1901, p. 381; unconstitutional. See note, § 4, ante.

2. Added by Stats. 1905, p. 589. See ante, Legislation Title XIa.

$593.

Corporations not for profit.

§ 594.

§ 595.

TITLE XII.

Religious, Social and Benevolent Corporations.

What articles of incorporation must show. [Repealed.]
Amount of real estate limited.

§ 596.

How much land friendly, etc., societies may hold.

§ 597.

Directors to make verified report annually.

§ 598.

Selling, etc., real property of religious corporation. Hearing on petition. Power to grant easements.

Religious societies may become sole corporations.

§ 602a. Corporations sole. Continuous existence.

§ 603. Incorporation of religious associations.

§ 604. Head office, annual election, etc.

§ 604a. Formation of religious corporations. Directors. By-laws. Attesting certificate of incorporation. Powers.

§ 605. Consolidation of corporations organized for purposes other than profit.

§ 593. Corporations not for profit. Any number of per sons, associated together for any lawful purpose other than pecuniary profit, may incorporate their said association, as provided in this title. [Amendment approved 1911; Stats. 1911, p. 1434.]

At the same session another amendment of § 593 was adopted, as follows:

Legislation § 593. See Legislation to following section.

§ 593. Corporations not for profit. Any number of persons associated together for any purpose, where pecuniary profit is not their object, and for which individuals may lawfully associate themselves, may, in accordance with the rules, regulations, or discipline of the association, elect directors, the number thereof to be not less than three or more than thirty-one, and may incorporate themselves as provided in this title. [Amendment approved 1911; Stats. 1911, p. 77.]

At the same session another § 593 was adopted. See prior section. Benevolent associations not insurance companies: Ante, § 451. Legislation § 593. 1. Enacted March 21, 1872 (based on Stats. 186970, pp. 46, 402, § 1), and then read: "Any number of persons associated together for religious, social, benevolent, or other purpose included in the subdivisions of section 286, where pecuniary profit is not their object, may, in accordance with the rules, regulations, or discipline of such association, elect directors, the number thereof to be not less than three nor more than eleven, and may incorporate themselves as provided in this part."

2. Amended by Code Amdts. 1880, p. 6, changing the section down to the word "may" to read: "Any number of persons associated together for any purpose where pecuniary profit is not their object, and for which individuals may lawfully associate themselves," the section thereafter reading as the original code section.

3. Amendment by Stats. 1901, p. 381; unconstitutional. See note, § 4, ante.

4. Amended by Stats. 1905, p. 113, changing "eleven" to "twentyone."

5. Amended by Stats. 1907, p. 579, substituting (1) "the" for "such" before "association," and (2) "title" for "part" at end of section. 6. Amended twice by Stats. 1911, pp. 77, 1434.

The amendment incorporated in the text is the amendment of 1911, p. 77. For the amendment of 1911, p. 1434, see prior section. $594. What articles of incorporation must show. [Repealed 1911; Stats. 1911, p. 1434.]

Legislation § 594. 1. Enacted March 21, 1872 (based on Stats. 1850, p. 347, § 176; Stats. 1862, p. 125), and then read: "In addition to the requirements of section 290, the articles of incorporation of any association mentioned in the preceding section must set forth the holding of the election for directors, the time and place where the same was held, that a majority of the members of such association were present and voted at such election, and the result thereof; which facts must be verified by the officers conducting the election."

2. Amended by Stats. 1909, p. 467.

3. Repealed by Stats. 1911, p. 1434.

§ 595. Amount of real estate limited. All such corporations may hold all the property of the association owned prior to incorporation, or acquired thereafter in any manner, and transact all business relative thereto; but no such corporation must own or hold more real estate than may be necessary for the business and objects of the association, and providing burial-grounds for its deceased members, not to exceed six