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a specified sum of money, and expressly providing on the face of such certificate that the sum so deposited and therein named may be transferred only on the books of the corporation; payment thereafter made by the corporation to the depositor named in such certificate, or to his assignee named upon the books of the corporation, or, in case of death, to the legal representative of such person, of the sum for which such special certificate was issued, discharges the corporation from all further liability on account of the money so paid. En. March 21, 1872.

Cal.Rep.Cit. 64, 123; 109, 403; 117, 160; 119, 341 ; 136, 512.

$ 577. To provide reserve fund for the payment of losses. Savings and loan corporations may prescribe by their bylaws the time and conditions on which repayment is to be made to depositors; but whenever there is any call by depositors for repayment of a greater amount than the corporation may have disposable for that purpose, the directors or officers thereof must not make any new loans or investments of the funds of the depositors, or of the earnings thereof, until such excess of call has ceased. The directors of any such corporation having no capital stock must retain, on each dividend day, at least five per cent of the net profits of the corporation, to constitute a reserve fund, which must be invested in the same manner as other funds of the corporation, and must be used toward paying any losses which the corporation may sustain in pursuing its lawful business. The corporation may provide by its by-laws for the disposal of any excess in the reserve fund over one hundred thousand dollars, and the final disposal, upon the dissolution of the corporation, of the reserve fund, or of the remainder thereof, after payment of losses. En. March 21, 1872.

Cal.Rep.Cit. 57, 602; 64, 123; 109, 401; 117, 160.

$578. Prohibition on director and officer, and what vacates office. No director or officer of any savings and loan corporation must, directly or indirectly, for himself or as the partner or agent of others, borrow any of the deposits or other funds of such corporation, nor must he become an indorser or surety for loans to others, nor in any manner be an obligor for moneys borrowed of or loaned by such corporation. The office of any director

or officer who acts in contravention of the provisions of this section immediately thereupon becomes vacant. En. March 21, 1872. Cal.Rep.Cit. 64, 123 ; 104, 476; 104, 480; 117, 160 ; 124, 291 ;

130, 257; 136, 442. Overdrawing of his account by officer, a misdemeanor: Pen. Code, sec. 561.

$ 579. Definition of phrase "create debts." Receiving deposits, issuing certificates of deposit, checks and bills of exchange, and the like, in the transaction of the business of savings and loan corporations, must not be construed to be the creation of debts within the meaning of the phrase "create debts," in section 309. En. March 21, 1872.

Cal.Rep.Cit. 57, 602; 64, 123; 117, 160.

See act of February 21, 1872, relative to corporations for the accumulation and investment of funus and savings, Appendix, titie Banks and Banking.

$ 580. Banks, amount of capital stock required. No sav. ings bank, or bank, or banking corporation, shall be incorporated in this state and conduct such banking busiress in a city or town of five thousand inhabitants or under with a capital stock of less than twenty-five thousand dollars, or in a city or town of over five thousand and not exceeding ten thousand inhabitants with a capital stock of less than fifty thousand dollars, or in a city or town of over ten thousand and not exceeding twenty-five thousand inhabitants with a capital stock of less than one hundred thousand dollars, or in a city or town of over twenty-five thousand inhabitants with a capital stock of less than two hundred thousand dollars. Before the secretary of state issues to any corporation that proposes to do a banking business his certificate of the filing of the articles of incorporation, there must be filed in his office the affidavit of the persons named in said articles as the first directors of the corporation, that all the capital stock has been actually and in good faith subscribed, and at least fifty per centum thereof paid, in lawful money of the United States, to a person in such affidavit named, for the benefit of the corporation. The remainder of the capital stock must be paid in within two years after said

banking corporation receives its certificate of incorporation, and if not so paid said banking corporation shall not be authorized to do business; provided, however, that the provisions of this section shall not apply to corporations now in existence. En. Stats. 1903, 87.

$ 581. Restrictions on savings banks. No savings bank shall lend to exceed sixty per cent of the market value of any piece of real estate to be taken as security, except for the purpose of facilitating the sale of property owned by the corporation. And it shall be unlawful for any savings and loan society, or savings bank, to purchase, invest, or loan its capital, or the money of its depositors, or any part of either, in mining scares or stocks. Any president or managing officer who knowingly consents to a violation of the above provision shall be deemed guilty of a felony. En. Stats. 1903, 352.

$ 582. True names of persons engaged in banking must be shown. Every person or number of persons not being incorporated, engaged in the business of banking, or publicly receiving money on deposit must conduct such business under a name which shows the true names of all persons engaged therein, unless such person or persons have complied with the provisions of article VII of chapter II of title X of part IV of division third of said Civil Code. Every person violating any of the provisions of this section is guilty of a misdemeanor, and is punishable by imprison. ment in the county jail for not less than ninety days nor more than six months, or by fine of not less than one hundred dollars nor more than five hundred dollars, or by both such fine and imprisonment. En. Stats. 1903, 352.

$ 583. Dividends-Surplus funds. The directors of any savings bank, bank, or banking corporation having a capital stock, may semi-annually declare a dividend of so much of the net profits of the stockholders as they shall judge expedient; but every such corporation shall, before the declaration of such dividend, carry at least one tenth (1-10) part of the net profits of the stockholders for the preceding half year to its surplus or reserve fund until the same shall amount to twenty. five per centum of its paid-up capital stock. But the whole or any part of such surplus or reserve fund, if held as the exclusive property of stockholders, may at any time be converted into paid-up capital stock, in which event such surplus or reserve fund shall be restored in manner as above provided until it amounts to twenty-five per centum of the aggregate paid-up capital stock. A larger surplus or reserve fund may be created, and nothing herein contained shall be construed as prohibitory thereof. En. Stats. 1903, 353.

Cal.Rep.Cit. 134, 605.

$ 583a. Capital actually paid up must be published. No banker, nor officer of any bank or corporation doing a banking business, shall advertise in any manner. or publish any statement of the capital stock authorized or subscribed, unless he advertise and publish in connection therewith, the amount of capital actually paid up. Any officer, or the officers of any bank or corporation doing a banking business, advertising in any manner, or publishing, a statement of the capital stock of such bank or banking corporation, authorized or subscribed, without the statement in connection therewith of the stock actually paid up, shall be guilty of a misdemeanor. En. Stats. 1903, 353.

TITLE XI.

MINING CORPORATIONS. $ 584. Removal of the principal office provided for. (Repealed.) § 585. Directors to file certificates of proceedings in ofices of county

clerks and secretary of state. $ 586. Transfer agencies. $ 587. Stock issued at transfer agencies.

$ 584. Removal of the principal cffice provided for. (Repealed.) En. March 21, 1872. Rep. 1875-6, 73.

Cal.Rep.Cit. 119, 343.

$ 585. Directors to file certificates of proceedings in offices of county clerks and secretary of state. When the publication provided for in the preceding section has been completed, the directors of the corporation must file in the offices of the clerks of the counties from and to which such change has been made, and in the office of the secretary of state, certified copies of the written consent of the stockholders to such change, and of the notice of such change, and proof of publication; also, a certificate that the proposed removal has taken place; and thereafter the principal place of business of the corporation is at the place to which it is removed. En. March 21, 1872.

Act for protection of miners: See post, Appendix, title Mines and Mining.

Act relating to removal of officers: See post, Appendix, title Mines and Mining.

$ 586. Transfer agencies. Any corporation organized in this state for the purpose of mining or carrying on mining operations in or without this state, may establish and maintain agencies in other states of the United States, for the transfer and issuing of their stock; and a transfer or issue of the same at any such transfer agency, in accordance with the provisions of its by-laws, is valid and binding as fully and effectually for all purposes as if made upon the books of such corporation at its principal office within this state. The agencies must be governed by the by-laws and the directors of the corporation. En. March 21, 1872.

$ 587. Stock issued at transfer agencies. All stock of any such corporation, issued at a transfer agency, must be signed by the president and secretary of the corporation, and countersigned at the time of its issue by the agent having charge of the transfer agency. No stock must be issued at a transfer agency unless the certificate of stock, in lieu of which the same is issued, is at the time surrendered for cancellation. En. March 21, 1872.

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