kept open to the inspection of any stockholder, member, or creditor. En. March 21, 1872. Cal.Rep.Cit. 101, 148; 107, 453; 107, 636. See acts concerning statements by banks and bankers, Appendix, title Banks and Banking. ARTICLE III. § 382. § 383. § 384. § 382. EXAMINATION OF CORPORATIONS, ETC. Examination into affairs of corporation, how made by Examination made by the legislature. Examination into affairs of corporation, how made by officers of state. The attorney-general or district attorney, whenever and as often as required by the gov ernor, must examine into the affairs and condition of any corporation in this state, and report such examination, in writing, together with a detailed statement of facts, to the governor, who must lay the same before the legislature; and for that purpose the attorney-general or district attorney may administer all necessary oaths to the directors and officers of any corporation, and may examine them on oath in relation to the affairs and condition thereof, and may examine the books, papers and documents belonging to such corporation, or appertaining to its affairs and condition. En. March 21, 1872. Cal.Rep.Cit. 72, 23; 110, 460. Permitting inspection of books: See Pen. Code, sec. 565. 383. Examination made by the legislature. The legis lature, or either branch thereof, may examine into the affairs and condition of any corporation in this state at all times; and, for that purpose, any committee appointed by the legislature, or either branch thereof, may administer all necessary oaths to the directors, officers, and stockholders of such corporation, and may examine them on oath in relation to the affairs and condition thereof; and may examine the safes, books, papers, and documents belong. ing to such corporation, or pertaining to its affairs and condition, and compel the production of all keys, books, papers, and documents by summary process, to be issued on appli cation to any court of record or any judge thereof, under such rules and regulations as the court may prescribe. En. March 21, 1872. Permitting inspection of books: See Pen. Code, sec. 565. § 384. Chapter and article may be repealed. The legis lature may at any time amend or repeal this part, or any title, chapter, article, or section thereof, and dissolve all corporations created thereunder; but such amendment or repeal does not, nor does the dissolution of any such corporation, take away or impair any remedy given against any such corporation, its stockholders, or officers, for any liability which has been previously incurred. En. March 21, 1872. Note-In the constitution of California, in force when this code was adopted, was the following section: "Corporations may be formed under general laws, but shall not be created by special act except for municipal purposes. All general laws and special acts passed pursuant to this section may be altered from time to time or repealed": Art. IV, sec. 31. The constitution of 1879, art. XII, sec. 1, preserves this section in the following language: "Corporations may be formed under general laws, but shall not be created by special act. All laws now in force in this state concerning corporations, and all laws that may be hereafter passed pursuant to this section may be altered from time to time or repealed." The code commissioners quote the section from the former constitution and say: "Section 384 was inserted in this code out of an abundance of caution, and not because it was deemed necessary, for there can be but little doubt that the constitutional provision quoted at the head of this note enters into and becomes a part of the contract, thereby reserving to the legislature the right to repeal, impair, or alter any law relative to the formation of corporations, even though the result reached would be the dissolution of every corporation organized within the state." Civ. Code-6 ARTICLE IV. JUDGMENT AGAINST AND SALE OF CORPORATE PROPERTY. Franchise may be treated as property, and sold under execution. § 388. § 389. 390. § 391. § 392. 393. Purchaser to transact business of corporation. Purchaser may recover penalties, etc. Corporation to retain powers after sale. Redemption of franchise. Sale where made. § 388. Franchise may be treated as property, and sold under execution. For the satisfaction of any judgment against any person, company, or corporation authorized to receive tolls, the franchise, and all the rights and privileges thereof, may be levied upon and sold under execution, in the same manner, and with the same effect, as any other property. En. March 21, 1872. Am'd. 1873-4, 208; 1897, 16. Cal.Rep.Cit. 69, 458; 80, 341; 86, 283; 98, 313. Seizure on execution: See Code Civ. Proc., sec. 688. § 389. Purchaser to transact business of corporation. The purchaser at the sale must receive a certificate of purchase of the franchise, and be immediately let into the possession of all property necessary for the exercise of the powers and the receipt of the proceeds thereof, and must threafter conduct the business of such corporation, with all its powers and privileges, and subject to all its liabilities until the redemption of the same, as hereinafter provided. En. March 21, 1872. The pur § 390. Purchaser may recover penalties, etc. chaser or his assignee is entitled to recover any penalties imposed by law and recoverable by the corporation for an injury to the franchise or property thereof, or for any damages or other cause, occurring during the time he holds the same, and may use the name of the corporation for the purpose of any action necessary to recover the same. A recovery for damages or any penalties thus had is a bar to any subsequent action by or on behalf of the corporation for the same. En. March 21, 1872. § 391. Corporation to retain powers after sale. The corporation whose franchise is sold, as in this article pro vided, in all other respects retains the same powers, is bound to the discharge of the same duties, and is liable to the same penalties and forfeitures, as before such sale. En. March 21, 1872. § 392. Redemption of franchise. The corporation may, at any time within one year after such sale, redeem the franchise, by paying or tendering to the purchaser thereof the sum paid therefor, with ten per cent interest thereon, but without any allowance for the toll which he may in the mean time have received; and upon such payment or tender the franchise and all the rights and privileges thereof revert and belong to the corporation, as if no such sale had been made. En. March 21, 1872. Cal.Rep.Cit. 132, 535. § 393. Sale where made. The sale of any franchise under execution must be made in the county in which the corporation has its principal place of business, or in which the property, or some portion thereof, upon which the taxes are paid, is situated. En. March 21, 1872. Am'd. 1873-4, 209. CHAPTER IV. EXTENSION AND DISSOLUTION OF CORPORATIONS. 399. § 400. $401. § 402. $403. Proceedings to disincorporate. On dissolution, directors to be trustees for creditors. How corporations pealed.) may continue their existence. (Re Title I to apply to all corporations, with certain exceptions. § 399. Proceedings to disincorporate. The dissolution of corporations is provided for: 1. If involuntary-in chapter V of title X, part II, of the Code of Civil Procedure; 2. If voluntary-In title VI, part III, of the Code of Civil Procedure. En. March 21, 1872. Cal.Rep.Cit. 84, 365; 84, 366; 84, 367; 108, 436. Involuntary dissolution: See Code Civ. Proc., secs. 227, 802. Voluntary dissolution: See Code Civ. Proc., secs. 1227 1233. Act providing for dissolution of savings banks, trust companies and banks of deposit: See post, Appendix, title Banks and Banking. § 400. On dissolution, directors to be trustees for creditors. Unless other persons are appointed by the court, the directors or managers of the affairs of such corporation at the time of its dissolution are trustees of the creditors and stockholders or members of the corporation dissolved, and have full power to settle the affairs of the corporation. En. March 21, 1872. Cal. Rep.Cit. 84, 370; 101, 149. 84, 358; 84, 365; 84, 366; 84, 367; 84, 369; 84, 374; 84, 380; 100, 119; 101, 147; 101, 148; § 401. Extension of term. Every corporation formed for a period less than fifty years may, at any time prior to the expiration of the term of its corporate existence, extend such term to a period not exceeding fifty years from its formation. Such extension may be made at any meeting of the stockholders or members, called by the directors expressly for considering the subject if voted by stockholders representing two thirds of the capital stock; or by two thirds of the members, or may be made upon the written assent of that number of stockholders or members. A certificate of the proceedings of the meeting upon such vote, or upon such assent, shall be signed by the chairman and secretary of the meeting and a majority of the directors, and be filed in the office of the county clerk, where the original articles of incorporation were filed, and a certified copy thereof in the office of the secretary of state, and thereupon the term of the corporation shall be extended for the specified period. En. March 21, 1872. Am'd. 1873-4, 209. Cal.Rep.Cit. 109, 582; 122, 339. § 402. How corporations may continue their existence. (Repealed.) En. March 21, 1872. Rep. 1873-4, 209. Cal. Rep.Cit. 122, 336; 122, 339. 403. Title I to apply to all corporations, with certain exceptions. The provisions of this title are applicable to every corporation, unless such corporation is excepted from its operation, or unless a special provision is made in rela |