their terms of office; the manner in which the real estate
may be distributed, allotted or sold to its members; the
terms and conditions upon which advances may be made
to its members and by them repaid to the corporation;
the manner in which a person may become and cease to
be a member; the conditions on which members may
withdraw from the corporation, and provide for the pay-
ment to withdrawing members of the sums of money due
to them arising from subscriptions or payments to the
funds thereof, and the proportion of profits such with-
drawing members may receive on withdrawal; but no
member can withdraw from the corporation within twelve
months from the date of becoming a member.

Stats. 1861, 567, Sec. 2; 1861, 567, Sec. 19; 1867-8, 539,
Sec. 1.

SEC. 645. The Secretary of any such corporation must, once in each year during the existence of the corporation, prepare a full and explicit statement of the financial affairs thereof, comprising a balance sheet, statements of receipts and expenditures, profit and loss, and assets and liabilities, which must be audited and verified by two competent persons (not Directors), elected by the general body of shareholders, and be countersigned by the President and Secretary. A copy of such statement must be printed and circulated among the members, and pub-. lished for one week immediately after the annual general meeting of the corporation, in one or more newspapers published daily, or four weeks in one or more newspapers published weekly, in the town or city where the principal office is located.

Stats. 1861, 567, Sec. 9.

SEC. 646. Every present and past member of such corporation is personally liable for such proportion of all its debts and liabilities as the number of shares subscribed by him bears to the whole number of subscribed shares; but no past member is liable for such contribution if more than one year has elapsed since he ceased to be a member before suit is commenced, nor for any debt or liability contracted after the time at which he ceased to be a member, nor unless it appears to the Court that the existing members are unable to satisfy such debts and liabilities; nor must any contribution be required from

Secretary
annual
and publish

must make

statement,

same.

Liability of

shareholders

for debts.

Consolidation aud

transfer of corporation

property.

any member or past member, exceeding the amount unpaid on the shares in respect of which he is liable.

Stats. 1861, 567, Sec. 10.

SEU. 647. Any two or more such corporations may unite and become incorporated in one body, with or with business and out any dissolution or divison of the funds of such corporation or either of them; or any such corporation may transfer its engagements, funds and property to any other such corporation, upon such terms as may be agreed upon by two-thirds of the members of each of such bodies present at general meetings of the members, convened for the purpose, by notice stating the object of the meeting, sent through the Post-office to every member, and by general notice, published in some daily newspaper at least one week, or weekly newspaper at least two weeks, published at the place where the principal business of the corporations is carried on; but no such transfer shall prejudice any right of any creditor of the corporation transferring.

Married

women and minors.

SEC. 648.

NOTE.-Copy of a bill pending in the English Parlia

ment.

Married women and minors may be admit ted as members and may take and hold shares in such corporations, and may execute all necessary instruments and give all necessary acquittances, and sell and transfer their shares, in like manner as other members.

Stats. 1861, 567, Sec. 6.

NOTE. The last Title of this Part was prepared and presented to us by Mr. H. B. Congdon, of the San Francisco Co-operative Land and Building Association, after the subject of " Corporations had been prepared, printed once, and resubmitted with amendments for a final printing. We had not the time to give this particular subject the attention its importance demands, and therefore report it for consideration without recommendation.

NOTE.

The latest legislation declaring and defining the objects and purposes for which corporations might be formed, as well as providing for their government, made them subject alone to the few crude provisions of the several Acts, and expressly declared that such corporations should not be subject to the general laws upon the subject. This is calculated to awaken the minds of all to a growing evil alluded to at some length in note to Sec. 286. We give

below the title and first sections of two Acts passed at the session of 1869-70, to show how indeterminate are the objects and purposes for which corporations were authorized to be formed, viz:

"An Act to provide for the formation of corporations for the accumulation of funds and savings, and the direct promotion of manufacturing and mechanic arts, agriculture and mining.

"SECTION 1. Corporations for the purpose of aggregating the funds and savings of the members thereof and others, and preserving and investing the same for their common benefit, so as to directly promote the establishment and increase of manufacturing and mechanical industry, mining and agriculture, in the State of California, may be formed according to the provisions of this Act; and such corporations, and the members and stockholders thereof, shall be subject to all the conditions and liabilities herein imposed, and none other." (Stats. 1869-70, 523.)

This Act, having a very indefinite object expressed in its title, seems to have been intended to allow all corporations which may, by possible construction, be included in its title, to loan money; and provides a scale of preferences in making their loans. This will be apparent on examining the Act. "An Act to provide for the formation of corporations for certain purposes. "SECTION 1. Corporations for any trading, manufacturing, mechanical, or other lawful business or purpose, may be formed under the provisions of this Act; such corporations and its members to be subject to the duties, conditions and liabilities herein imposed, and no others." (Stats. 1869-70, 822.)

If the Act of 1853, as amended in 1854, commented on in the case of Van-dall vs. South San Francisco Dock and Wharf Company, is obnoxious to the objection of the learned Judge rendering the decision, then how much more objectionable are these two Acts. The provisions of these two Acts are not retained further than some of the restrictive features.

Scarcely a section of Part IV is in the exact language of the original. All have been condensed and made to conform to the decisions of the Supreme Court; and when possible, one has been made to perform the office of many. References are complete to all statutes from which sections are drawn, and it will be observed that they are numerous. The main features of our present statutes applicable to special corporations have been retained; some of minor importance are omitted as unnecessary. Tit. I is applicable to all corporations, and contains ample provisions for their organization and government. All special provisions are contained in the succeeding Titles. There are seventy-two pages of Hittell's closely printed work devoted to the subject of corporations; besides, the Statutes of 1865-6, 1867-8 and 1869-70 contain about forty pages more on this subject, all of which are condensed and so refined that, if printed in the same manner, this work would not occupy more than one-third the space.

When reference is made to the page of a statute, giving its date, it is more frequently the one containing the title of the Act; but sometimes it is the page on which the section is found.

DIVISION SECOND.

PART I. PROPERTY IN GENERAL.

II. REAL OR IMMOVABLE PROPERTY.

III. PERSONAL OR MOVABLE PROPERTY.
IV. ACQUISITION OF PROPERTY.

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