obligation or liability arises or the breach occurs; or in the county where the principal place of business of such corporation is situated, subject to the power of the court to change the place of trial, as in other cases. 66 Cal. 209; 71 Cal. 488; 73 Cal. 183; 83 Cal. 469, 493; 88 Cal. 611; 94 Cal. 137; 97 Cal. 138, 643; 98 Cal. 166; 102 Cal. 48; 106 Cal. 58; 107 Cal. 380; 108 Cal. 262; 115 Cal. 200; 117 Cal. 52; 122 Cal. 649; 134 Cal. 587; 136 Cal. 439. [For sections relating to Railroads, see Appendix.] ARTICLE XIX. CHINESE. SEC. 2. No corporation now existing or hereafter formed under the laws of this State shall, after the adoption of this Constitution, employ, directly or indirectly, in any capacity, any Chinese or Mongolian. The Legislature shall pass such laws as may be necessary to enforce this provision. CIVIL CODE. PART IV.-CORPORATIONS. TITLE I. General Provisions applicable to all Corporations. §§ 283-403. II. Insurance Corporations. §§ 414-451. III. Railroad Corporations. §§ 454-494. IV. Street Railroad Corporations. §§ 497-511. V. Wagon Road Corporations. §§ 512-523. VI. Bridge, Ferry, Wharf, Chute, and Pier Corporations. §§ 528-531. VII. Telegraph Corporations. §§ 536-540. VIII. Water and Canal Corporations. §§ 548-552. X. Savings and Loan Corporations. §§ 571–583a. XII. Benevolent Corporations. §§ 593-605. XIV. Agricultural Fair Corporations. §§ 620-622. XV. Gas Corporations. §§ 628-632. XVI. Land and Building Corporations. §§ 633-6482. XVII. Colleges and Seminaries of Learning. §§ 649-651. XVIII. Consolidation of Colleges, etc. §§ 652-653. TITLE I. General Provisions Applicable to all Corporations. CHAP. I. Formation of Corporations. §§ 283-321a. II. Corporate Stock. §§ 322-349. III. Corporate Powers. §§ 354-393. IV. Extension and Dissolution of Corporations. §§ 399–403. CHAPTER I. FORMATION OF CORPORATIONS. ART. I. Corporations Defined and How Organized. §§ 283-300a. II. By-Laws, Directors, Elections, and Meetings. §§ 301-321a. SEC. 283. ARTICLE I. Corporations Defined and How Organized. Corporation defined. 284. What are public and private corporations. 285. Private corporations, how formed. 286. For what purpose private corporations are formed. 287. How corporations may continue their existence under this code. 288. Existing corporations not affected. 289. Name of instrument creating corporation. 290. Articles of incorporation, what to contain. 291. Certain corporations to state further facts in articles. 292. Five corporators, three to be citizens of the State, to sign articles and acknowledge the same. 293. Prerequisite to filing articles. Amounts to be subscribed to be fixed. 294. Prerequisite to filing articles of corporations for profit. 295. Oath of officer to subscription of stock and payment of ten per cent. 296. To file articles with County Clerk and Secretary of State, and 297. Certified copy of certificate to be prima facie evidence. § 283. A corporation is a creature of the law, having certain powers and duties of a natural person. Being created by the law, it may continue for any length of time which the law prescribes. 51 Cal. 410; 117 Cal. 177. § 284. Corporations are either public or private. Public corporations are formed or organized for the government of a portion of the State; all other corporations are private. [Amendment in effect July 1, 1874.] 51 Cal. 409; 117 Cal. 121; 134 Cal. 478. § 285. Private corporations may be formed by the voluntary association of any five or more persons, in the manner prescribed in this article. A majority of such persons must be residents of this State. [Amendment in effect July 1, 1874.] 128 Cal. 260. $286. Private corporations may be formed for any purpose for which individuals may lawfully associate themselves. [Amendment in effect July 1, 1874.] 52 Cal. 60; 53 Cal. 279; 109 Cal. 590; 113 Cal. 531. § 287. Any corporation existing on the first day of January, one thousand eight hundred and seventy-three, formed under the laws of this State, and still existing, which has not already elected to continue its existence, under the provisions of this code applicable thereto, may, at any time hereafter, make such election by the unanimous vote of all its directors, or such election may be made at any annual meeting of the stockholders or members, or at any meeting called by the directors expressly for considering the subject, if voted by stockholders representing a majority of the capital stock, or by a majority of the members, or may be made by the directors upon the written consent of that number of such stockholders or members. A certificate of the action of the directors, signed by them and their secretary, when the election is made by their unanimous vote, or upon the written consent of the stockholders or members, or a certificate of the proceedings of the meeting of the stockholders or members, when such election is made at any such meeting, signed by the chairman and secretary of the meeting, and a majority of the directors, must be filed in the office of the Clerk of the county where the original articles of corporation are filed, and a certified copy thereof must be filed in the office of the Secretary of State; and thereafter the corporation shall continue its existence under the provisions of this code which are applicable thereto, and shall possess all the rights and powers, and be subject to all the obligations, restrictions, and limitations, prescribed thereby. [Amendment in effect July 1, 1874.] 57 Cal. 533; 105 Cal. 549; 109 Cal. 579; 119 Cal. 342; 122 Cal. 336. $288. No corporation formed or existing before twelve o'clock, noon, of the day upon which this code takes effect, is affected by the provisions of part four of division first of this code, unless such corporation elects to continue its existence under it as provided in section two hundred and eighty-seven; but the laws under which such corporations were formed and exist are applicable to all such corporations, and are repealed, subject to the provisions of this section. 52 Cal. 141; 60 Cal. 310; 105 Cal. 550; 109 Cal. 579; 111 Cal. 65; 119 Cal. 341; 122 Cal. 337. § 289. The instrument by which a private corporation is formed is called "Articles of Incorporation." 128 Cal. 260. § 290. Articles of incorporation must be prepared, setting forth: 1. The name of the incorporation. 2. The purpose for which it is formed.* 3. The place where its principal business is to be transacted. 4. The term for which it is to exist, not exceeding fifty years 5. The number of its directors or trustees, which shall not be less than five, and the names and residence of those who are appointed for the first year; provided, that the corporate powers, business, and property of corporations formed or to be formed for the purpose of erecting and managing halls and buildings for the meetings and accommodation of several lodges or societies of any benevolent or charitable order or organization, and in connection therewith the leasing of stores and offices in such building or buildings for other purposes, may be conducted, exercised, and controlled by a board of not less than five or more than fifty directors, to be chosen from among the stockholders of such corporation, or from among the members of such order or organization; and provided, also, that at any time during the existence of corporations for profit, other than those of the character last hereinabove provided for, the number of the directors may be increased or diminished, by a majority of the stockholders of the corporation, to any number not less than five, who must be members of the corporation; whereupon, a certificate stating the number of directors must be filed, as provided for in section two hundred and ninety-six for the filing of the original articles of incorporation; and provided, also, that the corporate powers, business, and property of corporations formed or to be formed for social purposes, and not directly for profit, may be exercised, conducted, and controlled by a board, consisting of such number of directors as may be in the constitution or by-laws provided; and corporations so formed may, in their constitution or by-laws, provide for the length of time that the directors, or any number thereof, shall act, and may, in like manner, provide that certain directors, or a certain number of the board of directors, to be selected by the corporation or the board of directors, in the mode and manner provided in the constitution or by-laws, shall act for *See Sec. 9, Art. XII of the Constitution. |