MINING CORPORATIONS. ORGANIZATION. LAWS 1850, P. 87; APR. 22, 1850. COMPILED LAWS 1850-1853, P. 280. SEC. 4. Where the whole capital of a corporation shall not have been paid in, and the capital paid shall be insufficient to satisfy the claims of its creditors, each stockholder shall be bound to pay, on each share held by him, the sum necessary to complete the amount of such share as fixed by the charter of the company, or such proportion of that sum as shall be required to satisfy the debts of the company. SEC. 32. Each stockholder of any corporation shall be individually and personally liable for a portion of all its debts and liabilities, proportioned to the amount of stock owned by him. COMPANIES FOR MANUFACTURING, MINING, MECHANICAL, OR CHEMICAL PURPOSES. (Sections 122 to 145, inclusive, repealed.) SEC. 122. At any time hereafter, any three or more persons, who may desire to form a company for the purpose of carrying on any kind of manufacturing, mining, mechanical, or chemical business, may make, sign, and acknowledge, before some officer competent to take the acknowledgment of deeds, and file in the office of the clerk of the county in which the business of the company shall be carried on, and a duplicate thereof in the office of the secretary of state, a certificate in writing, in which shall be stated the corporate name of said company and the objects for which the company shall be formed, the amount of the capital stock of said company, the time of its existence, not to exceed 50 years, the number of shares of which the said stock shall consist, the number of trustees and their names, who shall manage the concerns of said company for the first year, and the names of the town and county in which the opera tions of the said company are to be carried on. (Amended.) Under the Mexican constitutional law it is necessary, in order to the due institution of any suit, either civil or criminal, for wrongs purely personal, that the means of conciliacion must be first tried, and by article 29 of the sixth title it is made the province of alcaldes to exercise within their pueblos the functions of conciliators. The Mexican decree of May 23, 1837, made in pursuance of the above requirements of the constitution, supposed to have been in force in California at the time of its acquisition by the American Government gives exclusively to the alcaldes and the ayuntamientos, and to the justices of the peace in places whose population consists of 1,000 persons or more, the right to exercise within their territory the functions of conciliators according to these provisions of the constitution. Accordingly it appears to be the policy not only of the Mexican constitution and statute, but also the Spanish and Mexican law, in all cases of a civil nature, which are susceptible of being completely terminated by agreement of the parties, to require conciliatory measures to be tried, and only in the entire failure of the parties to accomplish a reconciliation are the parties allowed to resort to the regular and formal mode of litigation in the ordinary course. But since the acquisition of California by the Americans and under the statutes of California this rule of conciliacion is looked upon as a useless and dilatory formality, unattended by a single profitable result and not affecting substantial justice in any case; and without showing the conciliacion an action may be maintained by stockholders of a mining corporation, alleged to have been illegally expelled and their stock forfeited, against the company or the remaining stockholders to compel a reinstatement and to permit them to share in the distribution of the property, where the corporation had determined upon dissolution and distribution of its property. Von Schmidt v. Huntington, 1 Cal. 55, p. 58 (1850). LAWS 1853, P. 87; APR. 14, 1853. COMPILED LAWS 1850-1853, P. 273. The People, etc. SEC. 1. Corporations for manufacturing, mining, mechanical, or chemical purposes, or for the purpose of engaging in any species of trade or commerce, foreign or domestic, may be formed according to the provisions of this act, such corporations and the members thereof being subject to all the conditions and liabilities herein imposed, and to none other. SEC. 2. Any three or more persons, who may desire to form a company for any one or more of the purposes specified in the preceding section, may make, sign, and acknowledge, before some officer competent to take the acknowledgment of deeds, and file in the office of the county clerk of the county in which the principal place of business of the company is intended to be located, and a duplicate thereof in the office of the secretary of state, a certificate in writing, in which shall be stated the corporate name of the company, the objects for which the company shall be formed, the amount of its capital stock, the time of its existence, not to exceed 50 years, the number of shares of which the stock shall consist, the number of trustees and their names who shall manage the concerns of the company for the first three months, and the names of the city or town and county in which the principal place of business of the company is to be located. SEC. 16. Each stockholder shall be individually and personally liable for his proportion of all the debts and liabilities of the company, contracted or incurred during the time that he was a stockholder, for the recovery of which, joint or several actions may be instituted and prosecuted. SEC. 18. It shall be the duty of the trustees of every company incorporated under this act to cause a book to be kept containing the names of all persons, alphabetically arranged, who are or shall become stockholders of the corporation, and showing the number of shares of stock held by them respectively, and the time when they respectively became the owners of such shares; which book, during the usual business hours of the day, on every day except Sunday and the Fourth of July, shall be open for the inspection of stockholders and creditors of the company at the office or principal place of business of the company; and any stockholder or creditor shall have the right to make extracts from such book, or to demand and receive from the clerk or other officer having charge of such book a certified copy of any entry made therein; such book or certified copy of any entry shall be presumptive evidence of the facts therein stated, in any action or proceeding against the company, or against any one or more stockholders. SEC. 20. Any company incorporated under this act may, by complying with the provisions herein contained, increase or diminish its capital stock to any amount which may be deemed sufficient and proper for the purposes of the corporation; but before any corporation shall be entitled to diminish the amount of its capital stock, if the amount of its debts and liabilities shall exceed the sum to which the capital is proposed to be diminished, such amount shall be satisfied and reduced, so as not to exceed the diminished amount of capital. SEC. 21. Whenever it is desired to increase or diminish the amount of capital stock, a meeting of the stockholders may be called by a notice signed by at least a majority of the trustees, and published for at least four weeks in some newspaper published in the county where the principal place of business of the company is located, which notice shall specify the object of the meeting, the time and place where it is to be held, and the amount to which it is proposed to increase or diminish the capital; and a vote of two-thirds of all the shares of stock shall be necessary to an increase or diminution of the amount of the capital stock. * * * * * SEC. 27. Corporations formed under this act, and the members thereof, shall not be subject to the conditions and liabilities contained in an act entitled "An act concerning corporations," passed April 22, 1850. ANNOTATIONS. STOCKHOLDER'S LIABILITY. STOCKHOLDERS LIABLE FOR DEBTS OF CORPORATION. Under the laws of California every stockholder of a mining corporation is individually liable for such portion of its debts and liabilities contracted or incurred during the time he was a stockholder as the amount of stock or shares owned by him bears to the whole of the subscribed capital stock of the shares of the corporation. Where a corporation is formed in some State or county other than California, for the purpose of doing business in that State, the stockholders are, so far as concerns business transacted in California, liable in accordance with the California statutes. Provident Gold Min. Co. v. Haynes, Cal. AMENDATORY ACT (1855). 159 Pac. 155, p. 156 (1916). LAWS 1855, P. 205; APR. 30, 1855. AN ACT to amend an act entitled "An act to provide for the formation of corporations for certain purposes," passed April 14, 1853. The People, etc. SEC. 1. Section 1 of said act is amended so as to read as follows: Corporations for manufacturing, mining, mechanical, wharfing and dockage or chemical purposes, or for the purpose of engaging in any species of trade or commerce, foreign or domestic, may be formed according to the provisions of this act; such corporations and members thereof being subject to all the conditions and liabilities herein imposed and to none others. AMENDATORY ACT (1858). LAWS 1858, P. 133; APR. 10, 1858. AN ACT amendatory of and supplementary to an act entitled "An act to provide for the formation of corporations for certain purposes," passed April 14, 1853, and an act entitled "An act to amend an act entitled 'An act to provide for the formation of corporations for certain purposes,' passed April 14, 1853," passed April 30, 1855. The People, etc. SEC. 1. That section 1 of an act entitled "An act to provide for the formation of corporations for certain purposes," passed April 14, 1853, be, and the same is hereby, amended so as to read as follows: SEC. 1. Corporations for manufacturing, mining, mechanical, wharfing and dockage, chemical, or agricultural purposes, or for the purpose of engaging in any species of trade or commerce, foreign or domestic, may be formed according to the provisions of this act; such corporations and members thereof being subject to all the conditions and liabilities herein imposed, and to none others: Provided, That nothing in this section shall be so construed as to authorize a company formed under it to own or hold possession of more than 1,440 acres of land, or to authorize an individual member of such company or association, in his corporate capacity, to hold, own, or possess a number of acres to exceed 80: And provided further, That no corporation formed under the provisions of the said act of April 14, 1853, except those formed for agricultural purposes, shall own or hold possession of more real estate than shall be actually necessary for the prosecution of the business for which it was incorporated: And provided further, That no corporations, formed for agricultural purposes, shall be allowed to hold any mineral lands under the provisions of this act. SEC. 2. (Laws 1858.) Provided that no contract valid in law, or right sacred in equity, shall be impaired by the retroactive force of this section: Provided, That nothing in this section shall be so construed as to authorize a company formed under it to own or hold possession of more than 1,440 acres of land. ANNOTATIONS. MINING CORPORATIONS. 1. REORGANIZATION-IDENTITY AND LIABILITY. 2. SALE OF STOCK-NOTICE. 1. REORGANIZATION-IDENTITY AND LIABILITY. A new mining corporation organized for the same purpose as the old, with the same officers conducting its business at the same place, operating under the lease executed to the old company, and for which it paid no consideration, continuing the mining undertaken under the lease by the old company, without any responsibility therefor to the old company, must be held to be the old company under a new name and the responsibility to the lessor was not impaired by the nominal transfer. Higgins v. California Petroleum & Asphalt Co., 122 Cal. 373, p. 376, 55 Pac. 155 (1898). See Blanc v. Paymaster Min. Co., 95 Cal. 524, 30 Pac. 765, 29 Am. St. 149 (1892). 2. SALE OF STOCK-NOTICE. It has been held to be necessary to the validity of a constable's sale of mining stock for unpaid assessments that notice be given in the manner required by sections 2 and 4 of the act of April 4, 1864 (Laws 1863-64, p. 478). Sayer v. Donahue, 1 Cal. Unrep. Cas. 410, p. 411. AMENDATORY ACT (1864). LAWS 1863-64, P. 149; MAR. 5, 1864. (COMPILED LAWS 1850-1853, P. 273. GENERAL LAWS 1850-1864, SEC. 932.) AN ACT to amend an act entitled "An act to provide for the formation of corporations for certain purposes," approved April 14, 1853, and also to amend an act entitled "An act to amend an act entitled 'An act to provide for the formation of corporations for certain purposes,' passed April 14, 1853," approved April 30, 1855. The People, etc. SEC. 1. Section 1 of each of said acts is amended so as to read as follows: SEC. 1. Corporations for manufacturing, mining, mechanical, mercantile, wharfing and docking, or chemical purposes, or for the purpose of engaging in any other species of trade, business, or commerce, foreign or domestic, may be formed according to the provisions of this act; such corporations and the members thereof being subject to all the conditions and liabilities herein imposed, and to none others. SEC. 2. All acts and parts of acts inconsistent with this act are hereby repealed. PRIVATE CORPORATIONS PURPOSE. 286. The purpose for which private corporations may be formed are the following, and none other: * * * 8. Constructing and maintaining canals for navigation, and canals and ditches for drainage, agricultural, or mining purposes. NOTE. The amendment of 1873-74 (Amendments to the Codes, p. 198) made no change in this section as to mining corporations. ORGANIZED FOR MINING OUT OF STATE. LAWS 1861, P. 41; MAR. 5, 1861. (GENERAL LAWS 1850-1864, SEC. 981.) AN ACT in reference to corporations organized in this State for the purpose of mining out of this State. The People, etc. SEC. 1. That it may be lawful for any corporation organized in this State, under the laws of this State, for the purpose of mining or carrying on mining operations without this State, whose business office is in this State, to levy assessments upon the capital stock thereof to pay the debts, future or present, of said corporation, or to carry on the business of said corporation: Provided, The same shall be equal and uniform, and at no one time exceed 5 per cent of the capital stock, and such levy, or assessment, shall constitute a valid and binding obligation upon the holders of such stock to pay the sum so assessed against the stock so held. Notice of each such call, or assessment, shall be given to the respective stockholders personally, or shall be published once a week for at least four weeks in some newspaper published at the place designated as the principal place of busines of the corporation, and also in some newspaper published nearest to the point where said mining operations are being carried on. If, after such notice has been given, any stockholder shall make default in the payment of such call, or assessment, as to the shares of stock held by him, so many of such shares may be sold as will be necessary for the payment of the call, or assessment, on the shares held by him. The sale of said shares shall be made as prescribed in the by-laws of the company: Provided, That no sale shall be made except at public auction to the highest bidder, after a published notice of 30 days, published as above directed; and, that at such sale the person who will agree to pay the call, or assessment, so due, together with the expense of advertisement and other expenses of the sale for the smallest number of whole shares, shall be deemed the highest bidder. NOTE.-Section 981, General Laws 1850-1864, is the same as this section. SEC. 2. This act shall take effect from and after its passage. |