Same. Justice of the Peace may order meeting when. Majority of stock must be represented, and the Directors, or by members or stockholders holding at least one half of the votes. Such calls must be in writing, and addressed to the Secretary, who must thereupon give notice of the time, place, and object of the meeting, and by whose order it is called. If the Secretary refuse to give the notice, or if there is none, the call may be addressed directly to the members or stockholders, and be served as a notice, in which case it must specify the time and place of meeting. The notice must be given in the manner provided in Section 301 of this Title, unless other express provision has been made therefor in the by-laws. In case of removal, the vacancy may be filled by election at the same meeting. 311. Whenever, from any cause, there is no person authorized to call or to preside at a meeting of a corporation, any Justice of the Peace of the county where such corporation is established, may, on written application of three or more of the stockholders or of the members thereof, issue a warrant to one of the stockholders or members, directing him to call a meeting of the corporation, by giving the notice required, and the Justice may in the same warrant direct such person to preside at such meeting until a Clerk is chosen and qualified, if there is no other officer present legally authorized to preside thereat. NOTE.-Stats. 1850, p. 347. 312. At all elections or votes had for any purpose there must be a majority of the subscribed capital a majority stock, or of the members, represented, either in person or by proxy in writing. Every person acting it is fraud- therein, in person or by proxy or representative, must vote together, otherwise ulent. be a member thereof or a bona fide stockholder, having stock in his own name on the stock books of the corporation at least ten days prior to the election. Any vote or election had other than in accordance with the provisions of this Article is voidable at the Same. NOTE.-Stats. 1861, p. 607, Secs. 5, 6; 1853, p. 169, may be sented in 313. The shares of stock of an estate of a minor, All stock insane or deceased person, may be represented at all repreelections and meetings of the corporation by the legal votes. representative of the person holding the same. NOTE.-Stats. 1861, pp. 610, 567; 1853, p. 169; 1863, p. 89; 1862, p. 199. may be 314. If from any cause an election does not take Election place on the day appointed in the by-laws, it may be postponed. held on any day thereafter as is provided for in such by-laws, or to which such election may be adjourned or ordered by the Directors. If an election has not been held at the appointed time, and no adjourned or other meeting for the purpose has been ordered by the Directors, a meeting may be called by the stockholdlers, as provided in Section 310 of this Article. NOTE.-Stats. 1850, p. 347, Sec. 168; 1853, p. 88; 1862, p. 199; 1861, p. 610, 1863, p. 624. plaints and quo 315. Upon the application of any person or body comcorporate aggrieved by any election held by any corporate body, or any proceedings thereof, the District Judge of the district in which such election is held thereon must proceed forthwith summarily to hear the allegations and proofs of the parties, or otherwise inquire warranto and proceedings regarding elections. False certificate, report, or notice to make officers liable. Meeting by consent to be valid. Proceedings at be binding. into the matters of complaint, and thereupon confirm the election, order a new one, or direct such other relief in the premises as accords with right and justice. Before any proceedings are had under this section, five days' notice thereof must be given to the adverse party, or those to be affected thereby. NOTE.-Stats. 1850, p. 347, Sec. 15. 316. Any officer of a corporation who makes or gives a certificate, official report, public notice, or entry in any of the records or books of the corporation, concerning the corporation or its business, which is false in any material representation, and who knew or had full opportunity to know the same to be false, is liable for all the debts of the corporation contracted while he was a stockholder or officer thereof; and if more than one violate the provisions of this section in concert, they are jointly and severally liable. NOTE.-Stats. 1853, p. 90, Sec. 19; 1861, p. 626, Sec. 55; 1866, p. 747, Sec. 16. 317. When all the stockholders or members of a corporation are present at any meeting, however called or notified, and sign a written consent thereto on the record of such meeting, the doings of such meeting are as valid as if had at a meeting legally called and noticed. NOTE.-Stats. 1850, p. 347, Sec. 10. 318. The stockholders or members of such corpomeeting to ration, when so assembled, may elect officers to fill all vacancies then existing, and may act upon such other business as might lawfully be transacted at regular meetings of the corporation. Meetings, where held. NOTE.-Stats. 1850, p. 347, Sec. 11. 319. The meetings of the stockholders and Board of Directors of a corporation must be held at its office or principal place of business. provision in regular special 320. When no provision is made in the by-laws When no for regular meetings of the Directors and the mode of by-laws for calling special meetings, all meetings must be called meetings, by special notice in writing, to be given to each how called. Director by the Secretary, on the order of the President, or if there be none, on the order of two Directors. meetings, CHAPTER II. CORPORATE STOCK. ARTICLE I. STOCK AND STOCKHOLDERS. II. ASSESSMENT OF STOCK. ARTICLE I. STOCK AND STOCKHOLDERS. SECTION 322. Liabilities of stockholders. They may be released, when. 323. Certificates, how and when issued. 324. Transfer of shares. 323. Transfer of shares held by married women, etc. Divi- 326. Non-resident stockholders. Bonds. of stock 322. Each stockholder or member of any corpora- Liabilities tion is severally, individually, and personally liable for holders. such proportion of all its debts and liabilities as the amount of stock or shares owned by him in such corporation bears to the whole of the subscribed capital stock or shares of the corporation, for the recovery of which joint or several actions may be instituted and prosecuted; and in any such action against any of the stockholders or members of a corporation, the Court must ascertain and determine the proportion of the debt which is the subject of the suit for which each of the stockholders or members who are defendants in the action are severally liable, and judgment must be be released, when. They may given severally in conformity therewith. If any stockholder or member of a corporation pays his proportion of any debt due by such corporation, he is released and discharged from any further individual or personal liability for such debt. Stock held as collateral security, or by a trustee, or in any other representative capacity, does not make the holder thereof a stockholder, but the pledgor or person or estate represented is the stockholder. Certifi cates, how and when issued, Transfer of shares. NOTE.-Stats. 1853, p. 87, Secs. 16, 17; 1863, p. 766; 1866, p. 758, Sec. 17; Const. of Cal., Art. IV, Sec. 36; Mokelumne Hill Canal Co. vs. Woodbury, 14 Cal., p. 265; Robinson vs. Bidwell, 22 Cal., p. 383; Davidson vs. Rankin, 34 Cal., p. 505. This section of the Constitution is not self-executing-legislation is necessary to give it effect.-French vs. Teschemaker, 24 Cal., p. 518; Borland vs. Hildreth, 26 Cal., p. 256. The Legislature cannot say that the stockholder shall not be liable for any of the debts of the corporation, but may say that he shall be liable for his portion, and what that portion shall be. The same rate of liability must be imposed upon all the stockholders. An Act of the Legislature authorizing the formation of corporations without attaching to the stockholders an individual liability, would be unconstitutional.-French vs. Teschemaker, 24 Cal., p. 518; Larrabee vs. Baldwin, 35 Cal., p. 155. Each corporator is liable as a principal debtor.-Mokelumne Hill Canal Company vs. Woodbury, 14 Cal., p. 518. 323. All corporations for profit must issue certificates for stock when fully paid up, signed by the President and Secretary, and may provide, in their by-laws, for issuing certificates prior to the full payment, under such restrictions and for such purposes as their by-laws may provide. NOTE.-Stats. 1861, p. 614, Sec. 14. 324. Whenever the capital stock of any corporation is divided into shares, and certificates therefor are issued, such shares of stock are personal property and may be transferred by indorsement by the signature of the proprietor, or his attorney or legal representative, |