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-OF .

A.

L. BANCROFT & CO.

We beg leave to announce that we are prepared to furnish, on short notice, and at the lowest rates, all kinds of Books, Blanks and Stationery needed by Mining Companies, Secretaries and Superintendents, Banks and Bankers, Railroad Companies, Navigation Companies, State Officials, U. S. Officials, Army and Navy Officers,

Civil Engineers,

Mill Men, Etc.

STOCK CERTIFICATES,

Lithographed or Printed, a specialty, and a full line of Mining Blanks kept constantly in stock.

Particular attention given to furnishing outfits for

NEW INCORPORATIONS.

Every New Incorporation needs, besides the necessary Office
Stationery, the following:
A RECORD,

A CASH BOOK,
A JOURNAL

A STOCK LEDGER,
A LEDGER,

A TRANSFER JOURNAL, and A BOOK OF STOCK CERTIFICATES. As we have had a large experience in furnishing outfits for Mining and other New Companies, parties favoring us with their orders may rely upon having them filled promptly, and with the most approved material. Orders by mail receive the same attention as if given in person.

A. L. BANCROFT & CO.,

Booksellers and Stationers, 721 Market St., San Francisco.

OF

PRIVATE CORPORATIONS.

BEING

THE LAW OF PRIVATE CORPORATIONS UNDER THE CIVIL CODE OF
CALIFORNIA, WITH THE RECENT AMENDMENTS AND STATUTES,

AND ANNOTATIONS IN REFERENCE TO THE DECISIONS

OF THE SUPREME COURT OF CALIFORNIA AND OF

OTHER STATES ON ANALOGOUS PROVISIONS;

ALSO

AN INTRODUCTORY CHAPTER ON THE HISTORY OF PRIVATE CORPORATIONS,

AND AN

APPENDIX WITH FORMS.

BY

JOHN PROFFATT, LL.B.,

AUTHOR OF “CURIOSITIES AND LAW OF WILLS," “ JURY TRIAL,” ETC.

SAN FRANCISCO:
A. L. BANCROFT AND COMPANY,
LAW BOOK PUBLISHERS, BOOKSELLERS AND STATIONERS.

Entered According to Act of Congress, in the year 1876,

By A. L. BANCROFT & COMPANY,

In the Office of the Librarian of Congress, at Washington.

324025

A. L. BANOROFT & Co.,

PRINTERS.

PREFACE.

The law relating to corporations is becoming every year more and more important; it is in a growing, formative state. As an evidence of this, it is only necessary to refer to the amendments of the last session of the Legislature; three fourths of those of the Civil Code having reference to corporations.

There is probably no State in the Union where the law relative to corporations is so uniform as in this. Our Code has placed all under one general provision; and bodies having a quasi corporate character elsewhere, are here given full corporate power; and in this manner we are spared the confusion arising from examining the laws specially applicable to a number of institutions. We have thrown open to all, without any restriction of purpose or condition of privilege, the right to form corporations; and therefore the charge of monopoly, so frequently attached to such bodies, is less deserving here than elsewhere. It is not too much to say, that the policy of our State will soon be adopted generally; and here, as in other instances, California will be in the vanguard of jurisprudence.

It has been deemed desirable, both for professional and general use, to compile in a convenient form the provisions of the Civil Code pertaining to corporations, annotated with reference to decisions of our own and other States. The decisions in other States have not a binding force here; but they will serve as a guide to, and an elucidation of, points arising on the provisions of the Code.

In the notes, I have avoided obtruding my own opinions of the law; merely quoting the decisions, or stating the law as supported by them. It will be found that these citations are accurately quoted, as they have in every instance been examined and verified. A useful feature of these notes is their arrangement into special topics, designated by appropriate headings suggested by the subject of the section under which they come.

It is hoped the Introduction will serve as a useful review of the history of legislation affecting private corporations. It brings up in historical order the salient events that have affected and shaped the law in reference to corporations.

The Appendix, it is also hoped, will be found of much practicable utility. The Forms have been carefully examined and selected, and are given from actual incorporations filed according to the provisions of the Code. In the Appendix will be found three important acts passed at the last session of the Legislature relating to Banks, Insurance and Railroads.

JOHN PROFFATT. NEVADA BLOCK, SAN FRANCISCO,

August, 1876.

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