and delivery of the certificate; but such transfer is Same. not valid, except between the parties thereto, until the same is so entered upon the books of the corporation as to show the names of the parties by and to whom transferred, the number or designation of the shares, and the date of the transfer.

NOTE.-Stats. 1853, pp. 85, 169, Sec. 13; 1861, p. 607, Sec. 12; 1862, pp. 111, 199, Sec. 21. A transfer of stock is not good as against third persons, unless the fact of the transfer is entered upon the books of the company.-Weston vs. Bear River and Auburn W. and M. Co., 5 Cal., p. 186; People vs. Elmore, 36 Cal., p. 653. Under the chattel mortgage Act of 1857, a mortgage of shares of stock was held valid without a transfer upon the books of the company.-Ede vs. Johnson, 15 Cal., p. 53. A railroad company cannot refuse to enter the transfer of stock on their books on the grounds that the assignor of the stock is indebted to the company, unless the company had a lien upon the stock at the date of its transfer.-People vs. Crockett, 9 Cal., p. 112.

Transfer of

shares held

by married

women, etc.

payable to

women.

325. Shares of stock in corporations held or owned by a married woman may be transferred by her, her agent, or attorney, without the signature of her husband, in the same manner as if such married woman were a femme sole. All dividends payable upon any Dividends shares of stock of a corporation held by a married married woman may be paid to such married woman, her agent, or attorney, in the same manner as if she were unmarried, and it is not necessary for her husband to join in a receipt therefor; and any proxy or power given by a married woman, touching any shares of stock of any corporation owned by her, is valid and binding without the signature of her husband, the

dent stock

326. In all transfers of shares of stock in corpora- Non-resitions, on behalf of owners residing out of the State, holders. the President, Secretary, or Directors of such corpora

Bonds.

tion, before entering such transfer on the books of the corporation or issuing the certificate therefor to the transferee, must require from such attorney, or from the person claiming under such transfer, a bond of indemnity, with two sureties, satisfactory to the officers of the corporation, or if not so satisfactory, then approved by the District Judge of the district in which the principal office of the corporation is situated, conditioned to protect such corporation against any liability to the legal representatives of the owner of such stock, in case of his or her death before such transfer; and in case of refusal to furnish such bonds upon request, such transfer is utterly void as against the corporation.

NOTE.-Stats. 1862, p. 110, Sec. 12.

ARTICLE II.

ASSESSMENTS OF STOCK.

SECTION 331. Directors may levy assessments.

332. Limitation. How levied.

333. Levy of assessment. Old assessment remaining unpaid.

334. What order shall contain.

335. Notice of assessment. Form.

336. Publication and service.

337. Delinquent notice. Form.

338. Contents of notice.

339. How published.

340. Jurisdiction acquired, how.

341. Sale to be by public auction.

342. Highest bidder to be the purchaser.

343. In default of bidders, corporation may purchase.

344. Disposition of stock purchased by corporation.

345. Extension of time of delinquent sale.

346. Assessments shall not be invalidated.

347. Action for recovery of stock, and limitation thereof.

348. Affidavits of publication. Affidavits of sale. To be

filed.

349. Waiver of sale. Action to recover assessment.

331. The Directors of any corporation formed under the laws of this State, for the purpose of paying

may levy

ments.

expenses, conducting business, or paying debts, may Directors levy and collect assessments upon the capital stock assess thereof, in the manner and form and to the extent provided herein.

NOTE.-Stats. 1861, p. 41; 1864, p. 492.

332. No one assessment must exceed ten per cent Limitation. of the amount of the capital stock named in the articles of incorporation, except in the cases in this section otherwise provided for, as follows:

1. If the whole capital of a corporation has not been How levied paid up, and the corporation is unable to meet its liabilities or to satisfy the claims of its creditors, the assessment may be for the full amount unpaid upon the capital stock; or if a less amount is sufficient, then it may be for such a percentage as will raise that amount;

2. The Directors of railroad corporations may assess the capital stock in installments of not more than ten per cent per month, unless in the articles of incorporation it is otherwise provided;

3. The Directors of fire or marine insurance corporations may assess such a percentage of the capital stock as they deem proper.

333. No assessment must be levied while any por- Levy of tion of a previous one remains unpaid, unless:

assessment

assessment

unpaid.

1. The power of the corporation has been exercised old in accordance with the provisions of this Article for remaining the purpose of collecting such previous assessment; 2. The collection of the previous assessment has been enjoined; or

3. The assessment falls within the provisions of either the first, second, or third subdivision of Section 332.

334. Every order levying an assessment must specify the amount thereof, when, to whom, and where

What order payable; fix a day, subsequent to the full term of pub

shall contain.

Notice of assessment.

Form.

Publication and

service.

lication of the assessment notice, on which the unpaid assessments shall be delinquent, not less than thirty nor more than sixty days from the time of making the order levying the assessment; and a day for the sale of delinquent stock, not less than fifteen nor more than sixty days from the day the stock is declared delinquent.

335. Upon the making of the order, the Secretary shall cause to be published a notice thereof, in the following form:

(Name of corporation in full. Location of principal place of business). Notice is hereby given, that at a meeting of the Directors, held on the (date), an assessment of (amount) per share was levied upon the capital stock of the corporation, payable (when, to whom, and where). Any stock upon which this assessment shall remain unpaid on the (day fixed) will be delinquent and advertised for sale at public auction, and, unless payment is made before, will be sold on the (day appointed), to pay the delinquent assessment, together with costs of advertising and expenses of sale.

(Signature of Secretary, with location of office.)

NOTE.-Stats. 1868, p. 540.

336. The notice must be published once each week for four successive weeks, in some daily or weekly paper published at the place designated in the articles of incorporation as the principal place of business, and also in some paper published in the county in which the works of the corporation are situated, if a paper is published therein. If the works of the corporation are not situated within some State or Territory of the United States, then publication in a paper of the place where situated is not necessary. If there is no newspaper published at the place designated as the principal place of business of the corporation, then the publication must be made in the newspaper published in an adjoining county. The notice may be

served by delivering a copy thereof, certified by the Secretary, to each stockholder personally; and in case of such service upon all the stockholders of the corporation, no notice by publication is necessary, but such personal notice is sufficient.

notice.

337. If any portion of the assessment mentioned Delinquent in the notice remains unpaid on the day specified therein for declaring the stock delinquent, the Secretary must, unless otherwise ordered by the Board of Directors, cause to be published in the same papers in which the notice hereinbefore provided for shall have been published, a notice substantially in the following form:

(Name in full. Location of principal place of busi- Form. ness). NOTICE.-There is delinquent upon the following described stock, on account of assessment levied on the (date), (and assessments levied previous thereto, if any), the several amounts set opposite the names of the respective shareholders, as follows: (Names, number of certificate, number of shares, amount). And in accordance with law (and an order of the Board of Directors, made on the [date], if any such order shall have been made), so many shares of each parcel of such stock as may be necessary, will be sold, at the (particular place), on the (date), at (the hour) of such day, to pay delinquent assessments thereon, together with costs of advertising and expenses of the sale.

(Name of Secretary, with location of office.)

NOTE.-Stats. 1864, p. 492.

notice.

338. The notice must specify every certificate of Contents of stock, the number of shares it represents, and the amount due thereon, except where certificates may not have been issued to parties entitled thereto, in which case the number of shares and amount due thereon, together with the fact that the certificates for such shares have not been issued, must be stated.

339. The notice, when published in a daily paper, must be published for ten days, excluding Sundays and