any specified length of time, or otherwise, as shall be in the constitution or by-laws set forth. 6. The amount of its capital stock, and the number of shares into which it is divided. 7. If there is a capital stock, the amount actually subscribed, and by whom. [Amendment in effect March 15, 1901.] 53 Cal 128; 65 Cal. 601; 89 Cal. 54; 102 Cal. 64; 106 Cal. 309; 127 Cal. 267; 128 Cal. 260; 130 Cal. 39. § 291. The articles of incorporation of any railroad, wagon road, or telegraph organization must also state: 1. The kind of road or telegraph intended to be constructed; 2. The place from and to which it is intended to be run, and all the intermediate branches; 3. The estimated length of the road or telegraph line; 4. That at least ten per cent of the capital stock subscribed has been paid in to the treasurer of the intended corporation. § 292. The articles of incorporation must be subscribed by five or more persons, a majority of whom must be residents of this State, and acknowledged by each before some officer authorized to take and certify acknowledgments of conveyances of real property. [Amendment in effect July 1, 1874.] 99 Cal. 278; 128 Cal. 260; 130 Cal. 39. § 293. Each intended corporation named in section two hundred and ninety-one, before filing articles of incorporation, must have actually subscribed to its capital stock, for each mile of the contemplated work, the following amounts, to wit: 1. One thousand dollars per mile of railroads; 53 Cal. 128. § 294. Before the articles of incorporation of any corporation referred to in the preceding section are filed, there must be paid, for the benefit of the corporation, to a treasurer elected by the subscribers, ten per cent of the amount subscribed. § 295. Before the Secretary of State issues to any such corporation a certificate of the filing of articles of incorporation, there must be filed in his office an affidavit of the president, secretary, or treasurer named in the articles, that the required amount of the capital stock thereof has been actually subscribed, and ten per cent thereof actually paid to a treasurer for the benefit of the corporation. § 296. Upon filing the articles of incorporation in the office of the County Clerk of the county in which the principal business of the company is to be transacted, and a copy thereof certified by the County Clerk with the Secretary of State, and the affidavit mentioned in the last section where such affidavit is required, the Secretary of State must issue to the corporation, over the great seal of the State, a certificate that a copy of the articles containing the required statement of facts has been filed in his office, and thereupon the persons signing the articles and their associates and successors shall be a body politic and corporate by the name stated in the certificate, and for the term of fifty years, unless it is, in the articles of incorporation, otherwise stated, or in this code otherwise specially provided; provided, however, that the Secretary of State shall not file any copy of the copy of any articles, or issue any certificate of incorporation to any corporation, which articles set forth the corporate name of any corporation heretofore organized in this State, or file any copy of any articles, or issue any certificate of incorporation to any corporation existing at the time of filing said articles, which articles set forth a name so closely resembling the name of such corporation as will tend to deceive. [Amendment in effect March 23, 1901.] 72 Cal. 382; 93 Cal. 39; 102 Cal. 62; 109 Cal. 588; 111 Cal. 135; 128 Cal. 262; 130 Cal. 38. For fees for filing, etc., in the office of the Secretary of State, see Section 416 of the Political Code. § 297. A copy of any articles of incorporation filed in pursuance of this chapter, and certified by the Secretary of State, or by the County Clerk of the county where the original articles shall have been filed, must be received in all the courts of this State, and other places, as prima facie evidence of the facts therein stated. [Amendment in effect March 8, 1895.] 67 Cal. 488; 72 Cal. 382. § 298. The owners of shares in a corporation which has a capital stock are called stockholders. If a corporation has no capital stock, the corporators and their successors are called members. $299. No corporation hereafter formed shall purchase, locate, or hold property in any county in this State, without filing a copy of the copy of its articles of incorporation filed in the office of the Secretary of State, duly certified by such Secretary of State, in the office of the County Clerk of the county in which such property is situated, within sixty days after such purchase or location is made. Every corporation now in existence, whether formed under the provisions of this code or not, must, within ninety days after the passage of this section, file such certified copy of the copy of its articles of incorporation in the office of the County Clerk of every county in this State in which it holds any property, except the county where the original articles of incorporation are filed; and if any corporation hereafter acquire any property in a county other than that in which it now holds property, it must, within ninety days thereafter, file with the Clerk of such county such certified copy of the copy of its articles of incorporation. The copies so filed with the several County Clerks and certified copies thereof shall have the same force and effect in evidence as would the originals. Any corporation failing to comply with the provisions of this section shall not maintain or defend any action or proceeding in relation to such property, its rents, issues, or profits, until such articles of incorporation, and such certified copy of its articles of incorporation, and such certified copy of the copy of its articles of incorporation shall be filed at the places directed by the general law and this section; provided, that all corporations shall be liable in damages for any and all loss that may arise by the failure of such corporation to perform any of the foregoing duties within the time mentioned in this section; and provided further, that the said damages may be recovered in an action brought in any court of this State of competent jurisdiction, by any party or parties suffering the same. [Amendment in effect April 23, 1880.] 67 Cal. 487; 73 Cal. 601; 77 Cal. 72; 80 Cal. 69, 335; 83 Cal. 17; 97 Cal. 274; 108 Cal. 90; 111 Cal. 135; 115 Cal. 593; 120 Cal. 178. § 300. Every corporation that has been or may be created under the general laws of this State, doing a banking business therein, and which has no capital stock, may elect to have a capital stock, and may issue certificates of stock therefor, in the same manner as corporations formed under the provisions of chapter one, article one, of the Civil Code, relating to the formation of corporations; provided, that no such corporation shall use or convert any moneys or funds theretofore belonging to it, or under its control, into capital stock; but such funds or moneys must be held and managed only for the purposes and in the manner for which they were created. Before such change is made, a majority of the members of such corporation present at a meeting called for the purpose of considering the proposition whether it is best to have a capital stock, its amount, and the number of shares into which it shall be divided, must vote in favor of having a capital stock, fix the amount thereof, and the number of shares into which it shall be divided. Notice of the time and place of holding such meeting, and its object, must be given by the president of such corporation, by publication in some newspaper printed and published in the county, or city and county, in which the principal place of business of the corporation is situated, at least once a week for three successive weeks prior to the holding of the meeting. A copy of the proceedings of this meeting, giving the number of persons present, the votes taken, the notice calling the meeting, the proof of its publication, the amount of capital actually subscribed, and by whom, all duly certified by the president and secretary of the corporation, must be filed in the offices of the Secretary of State and Clerk of the county where the articles of incorporation are filed. Thereafter such corporation is possessed of all the rights and powers, and is subject to all the obligations, restrictions, and limitations, as if it had been originally created with a capital stock; and provided further, that no bank in this State shall ever pay any dividend upon so-called guaranty notes, nor upon any stock, except upon the amount actually paid in money into said capital upon such stock, and any payment made in violation of this provision shall render all officers and directors consenting to the same jointly and severally liable to the depositors to the extent thereof. [New section, in effect May 28, 1878.] 56 Cal. 349; 74 Cal. 600. § 300a. Every corporation which has changed its name under the provisions of Sections 1275, 1276, 1277, 1278 and 1279, of the Code of Civil Procedure, must file in the office of the Secretary of State, a certified copy of the decree of the court, changing such name. [New section; approved March 20, 1903; in effect immediately.] ARTICLE II. By-Laws, Directors, Elections, and Meetings. SEC. 301. Adoption of by-laws, when, how, and by whom. 302. Directors, election of, etc. 303. By-laws may provide for what. 304. By-laws recorded and how amended. 307. Elections, how conducted. 308. Organization of board of directors, etc. 309. Dividends to be made from surplus profits. 310. Removal from office of directors, etc. 311. Justice of the Peace may order meeting, when. 312. Majority of stock must be represented. 313. All stock may be represented in votes. 314. Election may be postponed. 315. Complaints and quo warranto regarding elections. 316. False certificate, report, or notice to make officers liable. 318. Proceedings at meeting to be binding. 319. Meetings, where held. 320. Special meetings, how called. 321. Must keep list of stockholders, etc. 321a. Corporations may change principal place of business. § 301. Every corporation formed under this title must, within one month after filing articles of incorporation, adopt a code of by-laws for its government not inconsistent with the Constitution and laws of this State. The assent of stockholders representing a majority of all the subscribed capital stock, or of a majority of the members, if there be no capital stock, is necessary to adopt by-laws, if they are adopted at a meeting called for that purpose; and in the event of such meeting being called, two weeks' notice of the same by advertisement in some newspaper published in the county in which the principal place of business of the corporation is located, or if none is published therein, then in a paper published in an adjoining county, must be given by order of the acting president. The written assent of the holders of two thirds of the stock, or of two thirds of the members if there be no capital stock, shall be effectual to adopt a code of by-laws without a meeting for that purpose. [Amendment in effect July 1, 1874.] 74 Cal. 574; 109 Cal. 588; 116 Cal. 414; 117 Cal. 162. § 302. The directors of a corporation must be elected annually by the stockholders or members, and if no provision is made in |