Savings Union, 72 Cal. 199, 13 Pac. 498; Excelsior Co. v. Pierce, 90 Cal. 131, 27 Pac. 44.] The penalty for such an act is two-fold. Civilly, the directors under whose administration such dividing and withdrawing took place (except those who caused their dissent to be entered on the minutes of the directors at the time, or were not present at the meeting at which the resolution was passed) are in their individual or private capacity, jointly and severally liable to the corporation and to its creditors to the full amount of the capital stock so divided, withdrawn, paid out, or reduced. [C. C. 309.] Criminally, every director who concurs in any vote or act of the board authorizing such a dividend, is guilty of a misdemeanor. Pen. C. 560, sub. 1. SECTION 120-NATURE OF DIVIDENDS. Dividends accrue to the person who is owner of the stock when the dividend was declared; "owner" means the holder of the legal title. [Dow v. Jones & Curry M. Co., 31 Cal. 630.] Dividends payable on stock held by a married woman may be paid to her, her agent or attorney as if she were unmarried. [C. C. 325.] The right to receive future dividends is an incident of the ownership of stock and passes, by implication, with the transfer of the legal title. [Dow v. Jones etc. Co., supra] It is perfectly valid, however, in transferring stock to expressly reserve to the transferor the right to dividends that may be subse quently declared. Calkins v. Equitable etc. .Ass'n, 126 Cal. 531, 59 Pac. 30. A stockholder has, as against the corporation, no present interest in the surplus profits, until they have been declared in the form of a dividend. Harris v. S. F. Sugar Co., 41 Cal. 393; Zellerbach v. Allenberg, 99 Cal. 57, 33 Pac. 786. No action by a stockholder against the corporation to obtain his share of the undivided profits lies until a dividend has been declared; surplus profits are not a liability of the corporation to the stockholder. [Harris v. S. F. Sugar Co., 41 Cal. 393.] The declaring or non-declaring of a dividend is within the discretion of the directors. Courts will not interfere, except for fraud. Zellerbach v. Allenberg, 99 Cal. 57, 33 Pac. 786. After а dividend has been declared, it is a debt of the corporation, but a demand upon the corporation to pay and its refusal so to do, is a condition precedent to bringing an action to collect it. [Bills v. Silver King M'g. Co., 106 Cal. 9, 39 Pac. 43 (dictum); Ralston v. Bank of Cal., 112 Cal. 208, 44 Pac. 476.] Such a demand must be made within two years or the action is outlawed. Per Beatty, C. J., in Bills v. Silver King M'g. Co., 106 Cal. 9, 39 Pac. 43. Dividends are to be apportioned upon the stock held by the stockholders. Unissued stock, or stock the legal or beneficial ownership of which is in the corporation, is not entitled to share in dividends, nor must it be counted in apportioning dividends. [C. C. 343.] For. a similar rule as to assessments, see section 116 supra. CHAPTER XIV. CORPORATE MEETINGS AND VOTING. SEC. 121-CORPORATE MEETINGS-NECESSITY OF. SEC. 123-VOTING-PERSON ENTITLED. SEC. 124-SAME-ABNORMAL OWNERS. SE, 125-SAME-EXTENT OF RIGHT. SEC. 127 VOTING TRUSTS. SEC. 128-CUMULATIVE VOTING. SECTION 121-CORPORATE MEETINGS--NECES SITY OF. Such powers as by charter or by-law are given to the stockholders can only be exercised by them at a meeting, lawfully assembled and noticed. [C. C. 318.] This meeting is termed a meeting of the corporation. [C. C. 311.] All acts done at a meeting not properly called or assembled are not corporate acts and of no validity in any sense,' except, it may be in a particular case, to create an estoppel against the persons present and voting. See In re Collateral L. & S. Bank, 5 Sawyer 331. Every corporation has power to provide by by-law, where no other provision is specially 1. San Buenaventura etc. Co.v. Vassault, 50 Cal. 534; Zion M. E. Church v. Hilary, 51 Cal. 155; Ewing v. Oroville Mining Co., 56 Cal. 649. made, for the time, place, and manner of calling and conducting its meetings [C. C. 303, sub. 1]; for the number of stockholders constituting a quorum [C. C. 303, sub. 2],and for dispensing with notice of all regular meetings of the stockholders. [C. C. 303, sub. 1.] Unless by by-law the corporation has dispensed with notice of its regular meetings, no meeting, regular or special, can be legally assembled, without actual or constructive notice to all the stockholders. If a by-law provides that the regular meeting shall be held on a certain day of each year, but does not also state the hour of day, such a by-law is not constructive notice of the meeting. Any notice which names the day, but not the hour, of meeting is not a sufficient notice. San Buenaventura etc. Co. v. Vassault. If there be any customary mode of calling a meeting and such custom is known to all the members or stockholders, a meeting called without such notice and without actual notice is not a legal meeting and its acts are void. Zion M. E. Church v. Hilary, 51 Cal. 155. When notices of meeting are sent through the mail, the presumption is that, if properly stamped and addressed, they were received, and in the absence of proof, such presumption is conclusive. Stockton, etc. Works r. Houser, 109 Cal. 1, 41 Pac. 809. SECTION 122-SAME-HOW CALLED. The meetings of the stockholders must be held at the office or principal place of business |