for each mile of the contemplated work, the following amounts, to wit:

1. One thousand dollars per mile of railroads;

2. One hundred dollars per mile of telegraph lines;

3. Three hundred dollars per mile of wagon roads. [See Stats. 1853, pp. 114, 169; 1861, p. 607. See note to Section 294.]

294. Prerequisite to filing articles of certain Corporations. 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.

Strict Compliance necessary. The following authorities affirm the necessity of a strict compliance with the statutes in regard to payment of the percentage, in order to acquire an indefeasible title to a corporate franchise, where such payment is made a condition, and establish the doctrine that no substitute, however equivalent or bona fide it may be, will satisfy the statutory requirement for money, or vest any right as against the State. (Eaton v. Aspinwall, 19 N. Y. 119; People v. Troy House Co., 44 Barb. 634; Haviland v. Chace, 39 Barb, 283; Taggart v. Western Maryland R. R. Co., 24 Md. 588; People v. Rensselaer Ins. Co., 38 Barb. 323; Paterson v. Arnold, 45 Penn. St. 415.)

Mode of Payment. Payment of the ten per cent., in checks, drawn against a sufficient fund, is sufficient. (People v. S. & V. R. R. Co., 45 Cal. 306); but otherwise, if drawn by one having no funds on deposit. (People v. Chambers, 42 Cal. 201.)

A corporation can take nothing in payment of stock subscribed, except money, unless by express provision of its charter. (Neuse River Nav. Co. v. Com'rs of Newbern, 7 Jones Law, 275.) One who is indebted to a bank, upon subscription, cannot insist upon paying his debt in the notes of the bank. (Dunlap v. Smith, 12 Ill. 399; King v. Elliott, 5 Sm. & M. 428.) Where commissioners, who were by law required to receive a percentage of the subscriptions in cash, took uncurrent money, and worthless checks--held, that the distribution was wholly void, payment of cash being a condition precedent to subscription, and that the check was therefore void, as without consideration, and a violation of law. (Crocker v. Crane, 21 Wend. 211.)

Percentage, how computed. The requirement of a statute, that ten per cent. must be paid in before organization, means, not ten per cent. upon each separate share subscribed; for the word "thereon" does not refer to the shares separately; but ten per cent. upon such a sum of subscriptions as, in the aggregate, would make a total subscription of $1000 for every mile of road proposed to be made. (Lake Ontario, &c., R. R. Co. v. Mason, 16 N. Y. 451.)

The requirement of this section is a very politic and necessary one;

it seeks to prevent parties, under the guise of corporate power, acquiring rights, before they are in a condition to prosecute the object of their incorporation. Were it not for this requirement, great abuse would result from irresponsible parties being conceded valuable powers; as, for instance, the right of eminent domain, which is allowed to these corporations. The multiplication of private corporations, at the present day, with enormous figures of fictitious capital on paper, would be, in a great measure, checked, and their abuses lessened, if some such prerequisite as this were insisted on.

295. Oath of officer to subscription of stock and payment of ten per cent. 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.

A substantial compliance with the statute is all that is required. (People v. S. & V. R. R. Co., 45 Cal. 306.)

The statute is substantially complied with, if the only defect in the payers is the omission of the words, "in good faith," in that portion of the affidavit attached to the certificate relating to the payment of the ten per cent. (People v. S. & V. R. R. Co., 45 Cal. 306.)

296. Articles to be filed with County Clerk and Secretary of State. 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.

By this section, the act of incorporation is only completed, when the articles are filed in the office of the Secretary of State, and not when filed in the County Clerk's office, as was held in Mokelumne Mining Co. v. Woodbury, 14 Cal. 424. Under the laws of Kansas, the corpo

ration is perfected when a certificate is filed with the Secretary of State. (Hunt v. Kansas Bridge Co., 11 Kan. 412.) So under the New York laws. (Childs v. Smith, 38 How. 328.)

297. Certified copy of Articles as prima facie evidence. A copy of any articles of incorporation filed in pursuance of this chapter, and certified by the Secretary of State, must be received in all the Courts and other places as prima facie evidence of the facts therein stated.

Where a statute authorized the formation of corporations by the signing and filing a certificate in the County Clerk's office, and a duplicate in the office of the Secretary of State, and provided that the copy of any certificate of incorporation filed in pursuance of the Act, duly certified by the County Clerk, should be received in all Courts as presumptive evidence of the facts therein stated, it was held that if no such certificate could be found in the County Clerk's office, it might be shown that a copy was filed, or a sworn copy of the original might be produced in evidence. (New York Car Oil Co. v. Richmond, 6 Bosw. 213.) The rule in New York is that in suits brought by a corporation created by or under any statute of the State, it shall not be necessary to prove, on the trial of the cause, the existence of such corporation, unless the defendant shall have pleaded in abatement or in bar, that the plaintiffs are not a corporation. (Southhold v. Horton, 6 Hill, 501.) Prima facie evidence is that which suffices for the proof of a particular fact, until contradicted or overcome by other evidence. For example, the certificate of a recording officer is prima facie evidence of a record; but it may afterwards be rejected upon proof that there is no such record. (Code of Procedure, § 1833.)

298. Who are Members and who Stockholders of a Corporation. 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.

Who are Stockholders. In New York it has been held that the moment a corporation has either franchises or property of any kind, it has stock, and the corporators are stockholders, although their names may not have been entered in the book of stockholders, and although no certificate has been issued. (Burr v. Wilcox, 22 N. Y. 551). See notes, § 312 and § 322.j

Who are Members. While the Code gives us criteria to ascertain who are "stockholders," it does not point out a means of ascertaining "members," because this would be impracticable, and it is, therefore, left to the special corporations to fix their own standard of membership. (See § 599 as to members of Religious, Social or Benevolent Corporations, and § 609 as to who are members in Cemetery Corporations.) Members of a religious society are not required to

be residents of the town in which it is organized. (Woodstock v. Swan, 2 Vt. 222.) The fact of expulsion from a church is conclusive proof that the persons expelled are not members of such church. Whether the excommunication was wrong or not, cannot be examined into, and such expelled members cannot maintain a suit in relation to church property, nor vote for trustees. (Shannon v. Frost, 3 B. Mon. 253.)

299. When certified copy of Certificate is to be filed, and where. No corporation hereafter formed under the provisions of this chapter, shall purchase, locate, or hold property in any county of this State, without filing a certified copy of the certificate of its articles of incorporation, 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; and every corporation now in existence must, within ninety days after the passage of this Act, file a certified copy of the certificate of its articles of incorporation, as provided in this section; and a certified copy of such copy shall, as evidence, have the same force and effect as a certified copy of the original. 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. [In effect April 3d, 1876.]

'Meaning. The requirements of the amendment in this section have given rise to much perplexity, some contending that it is a certified copy of the usual certificate issued from the Secretary of State's office on the filing of the Articles of Incorporation, and others, that it is a certified copy of the Articles of Incorporation that is required to be filed. However, it is probable doubts on this head will be set at rest by a late letter from the Secretary of the State as to the meaning of this section, and the compliance that is necessary. He writes, in answer to a request for a certificate, as follows:

"SACRAMENTO, June 14, 1876. "DEAR SIR: Your communication of the 13th instant, asking for a certified copy of the certificate issued by the Secretary of State, of the Articles of Incorporation of the 'Merced Mills,' came duly to hand. In answer, I respectfully beg to state that the Secretary of State retains no copy of such certificate, and in order to obtain such certified copy, it will be necessary for you to send the original to this office. Permit me to say, however, that I do not think that a certified copy of this certificate is what the amended section requires, and for one especial reason, among many others, up to the adoption of the Codes, the law did not require the Secretary of State to issue certificates to corporations upon the filing of their articles, and no such certificate was ever issued up to that time; hence you will perceive the absurdity of requiring a copy of a document that never existed. Section 299, as

amended, might seem a little ambiguous if we did not remember that Hittell always termed the articles of incorporation Certificate of Articles of Incorporation,' and very often simply Certificate of Incorporation.' The author of the amended section followed the phraseology of Hittell, instead of the language of the Code, and hence the seeming ambiguity. In my opinion there can be no question in regard to the meaning of the section; it clearly intends a certified copy of the Certificate of Incorporation,' as on file in this office. If you still desire a certified copy of the certificate of the Secretary of State, you will please send the original.

All doubt might have been obviated had the section read, if it were so intended: "A certified copy of the certificate of the filing of its Articles of Incorporation."

ARTICLE II.

BY-LAWS, DIRECTORS, ELECTIONS, AND MEETINGS.

SECTION 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.

305. How many and who to be directors.

306. Corporation at first meeting to elect directors and adopt by

laws.

307. Elections, how conducted-stock representation.

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, and a majority voted together, otherwise it is fraudulent.

313. Stock of minors, insane or deceased; how represented.

314. Election may be postponed.

315. Complaints and quo warranto and proceedings thereon regard

ing elections.

316. False certificate, report, or notice to make officers liable.

317. Meeting by consent to be valid.

318. Proceedings at meeting to be binding.

319. Meetings, where held.

320. When no provision in by-laws for regular meetings, special meetings how called.

321. Banking corporations to keep certain books-corporation changing place of business, how effected.

301. Adoption of by-laws, when, how, and by whom. Every corporation formed under this Title must, within