provided that on or before the first Monday in August of each year the assessor must complete his assessment book, and deliver it to the secretary of the board of directors, who must immediately give notice thereof and of the time the board of directors, acting as a board of equalization will meet to equalize assessments, by publication in a newspaper published in each of the counties comprising the district. The time fixed for the meeting shall not be less than 20 nor more than 30 days from the first publication of the notice, and in the meantime the assessment book is required to remain in the office of the secretary for the inspection of all persons interested. Section 21 is as follows:

“Upon the day specified in the notice required by the preceding section for the meeting, the board of directors, which is hereby constituted a board of equalization for that purpose, shall meet and continue in session from day to day, as long as may be necessary, not to exceed ten days, exclusive of Sundays, to hear and determine such objections to the valuation and assessment as may come before them; and the board may change the valuation as may be just. The secretary of the board shall be present during its sessions and note all changes made in the valuation of property, and in the names of the persons whose property is assessed; and within ten days after the close of the session he shall have the total values, as finally equalized by the board, extended into columns and added."

Section 22, as amended by the act of March 20, 1891, is as follows:

“The board of directors shall then levy an assessment sufficient to raise the annual interest on the outstanding bonds, and at the expiration of ten years after the issuing of bonds of any issue must increase said assessment to an amount sufficient to raise a sum sufficient to pay the principal of the outstanding bonds as they mature. The secretary of the board must compute and enter in a separate column of the assessment book the respective sums, in dollars and cents, to be paid as an assessment on the property therein enumerated. When collected, the assessment shall be paid into the district treasury, and shall constitute a special fund, to be called the ‘Bond Fund of

Irrigation District.' In case of the neglect or refusal of the board of directors to cause such assessment and levy to be made as in this act provided, then the assessment of property made by the county assessor and the state board of equalization shall be adopted, and shall be the basis of assessments for the district, and the board of supervisors of the county in which the office of the board of directors is situated shall cause an assessment roll for said district to be prepared, and shall make the levy required by this act, in the same manner and with like effect as if the same had been made by said board of directors, and all expenses incident thereto shall be borne by such district. In case of the neglect or refusal of the collector or treasurer of the district to perform the duties imposed by law, then the tax collector and treasurer of the county in which the office of the board of directors is situated must, respectively, perform such duties, and shall be accountable therefor upon their official bonds as in other cases."

By section 23 of the act, as amended by the act of March 20, 1891, the assessment upon real property is made a lien against the property assessed from and after the first Monday in March for any year, and such lien is not removed until the assessments are paid, or the property sold for the payment thereof. Subsequent sections of the act provide that, in the event the assessments become delinquent, the property shall be sold to pay such assessments, and in the event the property so sold is not redeemed within 12 months from the sale the collector or his successor in office is required to make to the purchaser or his assignee a deed to the property, which deed, duly acknowledged or proved, is (except as against actual fraud) made conclusive evidence

of the regularity of all the proceedings from the assessment by the assessor, inclusive, up to the execution of the deed, which deed, the statute declares, conveys to the grantee the absolute title to the lands described therein, free of all incumbrances, except when the land is owned by the United States or this state, in which case it is prima facie evidence of the right of possession.

The act of March 16, 1889, provides for a special proceeding in the superior court of the county in which the lands of the district, or some portion thereof, are situated by the board of directors of the irrigation district organized under the act of March 7, 1887, “in and by which the proceedings of said board and of said district, providing for and authorizing the issue and sale of the bonds of said district, whether said bonds or any of them have or have not been sold, may be judicially examined, approved, and confirmed.” Sections 3 and 4 of the act of March 16, 1889, provide for notice of the proceedings, and for the hearing of any person interested in the district, or in the issue or sale of the bonds, and section 5 of the act declares:

“Upon the hearing of such special proceedings, the court shall have power and jurisdiction to examine and determine the legality and validity of, and approve and confirm, each and all of the proceedings for the organization of said district under the provisions of the said act, from and including the petition for the organization of the district, and all other proceedings which may affect the legality or validity of said bonds, and the order for the sale, and the sale thereof. The court, in inquiring into the regularity, legality, or correctness of said proceedings, must disregard any error, irregularity, or omission which does not affect the substantial rights of the parties to said special proceeding: and it may approve and contirm such proceedings in part, and disapprove and declare illegal or invalid other and subsequent parts of the proceedings. The court shall find and determine whether the notice of the filing of said petition has been duly given and published, for the time and in the manner in this act prescribed. The costs of the special proceedings may be allowed and apportioned between all the parties, in the discretion of the court."

The bill in the present suit alleges, among other things: That the defendant San Jacinto & Pleasant Valley Irrigation District is, and ever since the 3d day of April, 1891, lias been, a corporation duly organized and existing under and in accordance with the provisions of the act of March 7, 1887, and of the acts amendatory thereof. That the defendants McEuen and Haslam are, and for more than four years last past have been, duly elected and qualified members of the board of directors of said corporation; and that the defendant Johnson is, and for the same period has been, the duly qualified and acting secretary thereof. That at the time of the election of the defendants McEuen and Haslam as such directors there were also elected as directors of the corporation C. M. Diedrich, J. G. Gingery, and A. A. Lord, who also duly qualified as such directors, and entered upon the duties of their office, and that thereupon the defendants McEuen and Haslam, together with the said Diedrich and Gingery and Lord, constituted the duly elected, qualified, and acting board of directors of the district. That no other persons have been elected or appointed as such directors, and that the said Diedrich, Gingery, and Lord have removed out of the district, and their office thereafter became vacant, which vacancies have not been filled by appointment or otherwise. That on or about July 1, 1892, the defendant corporation was duly authorized by vote of the qualified voters of the district, at an election duly called and held, to issue certain bonds of the district; and that thereafter, and before the issuance of the bonds, to wit, on the 6th day of May, 1892, the board of directors of the defendant corporation instituted proceedings under the act of March 16, 1889, in the superior court of the county of San Diego, state of California (that being the county in which the district was at that time situated), for the purpose of obtaining a judicial examination, approval, and confirmation of the proceedings providing for and authorizing the issue and sale of the bonds; and that such proceedings resulted in a decree of the superior court of San Diego county, entered on the 22d day of June, 1892, adjudging "that said San Jacinto & Pleasant Valley Irrigation District was duly organized by and under the direction of the board of supervisors of the said county of San Diego; that the first board of directors of said irrigation district, consisting of the said petitioners, was duly elected and duly qualified as such, and that all of the proceedings of said board of supervisors of said county under and by virtue of which the said irrigation district was organized and the said first board of directors of said irrigation district was elected be, and the same is hereby, approved and confirmed"; and further decreeing "that all the proceedings had by or under the authority of the said board of directors for the issuance of the bonds of said irrigation district to the amount of three hundred and fifty thousand dollars ($350,000.00), including in said proceedings the estimate made by the said board of directors mentioned in said petition of the amount of money necessary to be raised for the purpose of constructing the necessary irrigation canals and works and the acquisition of the necessary rights and property therefor, and otherwise carrying out the provisions of the act of the Legislature under which said irrigation district is organized; and also including in said proceedings the election mentioned in said petition, which was called and held upon the question whether the bonds of said irrigation district in the amount aforesaid should be issued by said irrigation district; and also including in said proceedings the order of the board of directors that the bonds of said irrigation district in the amount aforesaid be issued by the said board of directors in the manner and form as in said order provided and as prescribed by law be, and the same are hereby, approved and confirmed”; and further adjudging “that the San Jacinto & Pleasant Valley Irrigation District ever since its organization as aforesaid has been, and now is, a duly and legally organized irrigation district, and that it has and possesses full power and authority to issue and sell from time to time the bonds of said irrigation district to the aforesaid amount of $350,000.” The bill alleges that that decree has never been appealed from, vacated, or set aside, and is in full force and effect.

It is next alleged that certain of the bonds were sold by the irrigation district, and that the money derived therefrom was by the board of directors of the district used in the construction of canals, ditches, rights of way, and other necessary and proper works within the boundaries of the district, in order that the lands therein might be irrigated, and also for the purchase of water rights, lands, rights of way, waterbearing lands, flumes, pipe lines, and interests in other corporations

owning and possessing water rights, water-bearing lands, flumes, pipe lines, and ditches, without the boundaries of the district; all of which were necessary and essential to the proper carrying out of the purposes for which the district was organized. It is alleged that the complainant is a creditor of the defendant district, being the owner of a certain judgment rendered against it in this court for the sum of $2,937.14, which judgment remains wholly unpaid, and upon which execution was duly issued and returned by the marshal wholly unsatisfied; that the judgment was obtained upon unpaid and past-due coupons upon certain of the said bonds held and owned by the complainant. It is alleged upon information and belief that the defendant corporation is the owner of a large amount of real and personal property, canals, ditches, rights of way, water-bearing lands, and other lands, canals, pipe lines, interests in other corporations owning and possessing water-bearing lands, flumes, pipe lines, and ditches outside of the boundaries of the district, the exact description of which the complainant is unable to give for reasons afterward set out. It is alleged that from the date of its organization until the early part of the year 1899 the defendant corporation carried on its business of acquiring water and water rights, and supplying the same to lands within the district, on which last-mentioned date it became, and has since been, insolvent; that for several years prior to 1899 the defendant corporation failed and neglected to raise by assessment upon the lands of the district the full amount of money required for the purposes of paying interest upon the bonds and for the general and operating expenses of the district, and prior to that year it issued a large number of warrants, and promises to pay on demand, which warrants were issued for the purpose of paying the running and operating expenses of the district, salaries of officers, and other debts contracted by the district, and which it authorized and directed to be used and received by the district in paymunt for the use of water furnished by it to irrigators therein, for which reason, it is averred, the corporation defendant did not receive money for the use of the water, "and because thereof, and because of the failure of the said corporation to levy the assessments aforesaid, the said corporation defendant and the officers thereof, failed to pay the interest on said bonds, and failed to pay the coupons attached to the bond owned and held by your orator aforesaid." It is alleged that the amount of land embraced within the boundaries of the district is 18,000 acres, the assessed value of which upon the last assessment roll of the county of Riverside, Cal., does not exceed the total sum of $100,000, and that the market value of such lands does not exceed $125,000; that the bonded indebtedness of the district for bonds issued and outstanding amounts to $225,750; that the accrued interest thereon, represented by the coupons, amounts to about $60,000; that there is further and other outstanding indebtedness of the defendant corporation amounting to the sum of $10,000; and that, if all the lands embraced within the district were sold at their full market value, there would be realized therefrom a sum wholly insufficient to pay the indebtedness of the defendant corporation. It is next averred that in July, 1899, the board of directors, the treasurer, assessor, and collector of the defendant district, abandoned their duties

and responsibilities as such officers, and permitted adverse parties to seize, take hold of, and appropriate to their own use, fraudulently, and without any consideration, all the lands, water rights, ditches, flumes, and other property of the district lying without its boundaries, and to hold the same adversely, and to convert the same to their own use, to the detriment of the residents of the district, and to the irreparable injury of the complainant and other bondholders similarly situated; that all of said land, water rights, ditches, flumes, and other property owned and possessed by the district, and lying without the boundaries thereof, have been and now are wrongfully appropriated and held adversely by strangers who have wrongfully and unlawfully seized and appropriated the same to their own use, and are selling the waters to consumers thereof outside of the boundaries of the district, and wrongfully appropriating and converting to their own use all the moneys collected as tolls therefrom; that such parties so wrongfully appropriating and converting the assets of ti.e defendant district without its boundaries have so collected in excess of $50,000, and that the board of directors of the district have never at any time since July, 1899, demanded the payment of the same, or made any attempt to collect it; that ever since July, 1899, the board of directors of the district have failed in the performance of all of their duties, have held no meetings, have failed to levy or cause to be levied any assessments for the purpose of paying the interest on the bonds issued by the district, or any part thereof; that they have failed to collect and keep any assets of the district, and have permitted and do still permit strangers and hostile interests to wrongfully appropriate and convert the property of the district, and to collect the tolls from the sale of water belonging thereto, and to destroy and render valueless its ditches and flumes; that a majority of the board of directors of the defendant district have removed their residences therefrom; that the secretary, treasurer, assessor, and collector, have removed their residences and that the board of directors ever since July, 1899, have failed to keep any office or place for the transaction of business in the district, and have allowed and do now allow all the papers, files, books, maps, stock, deeds, evidences of title, and other memoranda and records pertaining to the district to remain in the hands of strangers and parties having no interest in the same, and have taken no steps to take possession thereof, or preserve the same from loss; that the books, maps, papers, and contracts necessary to enable the complainant to ascertain what real and personal property belongs to the defendant corporation, to give a description thereof, are locked in the safe of the defendant corporation, which safe is in the hands of strangers, and the complainant is unable to obtain access thereto; that he has demanded of the president of the board of directors of the defendant corporation that the vacancies upon the board of directors be filled, and meetings be held, and that steps be taken to recover possession of the real and personal property of the district, and that an assessment upon the real property of the district to pay the coupons of the complainant be levied -all of which demands have been refused; that the last assessment levied was paid only by a small portion of the landowners of the