91; Carne vs. Brigham, 39 Me., p. 35; German Evangelical Congregation of Lafayette vs. Pressler, 17 La. An., p. 127; Palmyra vs. Morton, 25 Mo., p. 593; Bank of Wilmington and Brandywine vs. Wollaston, 3 Harring., p. 90; State vs. Overton, 4 Zabr., p. 435; Dodwell vs. University of Oxford, 2 Vent., p. 33. By-laws, duly enacted under express authority of statute, have the same force as though they were enacted by the Legislature.-McDermott vs. Board of Police, 5 Abb. Pr., p. 422; Brick Presbyterian Church vs. Mayor of N. Y., 5 Cowen, p. 538. The same power that enacts may repeal by-laws.-King vs. Ashwell, 12 East., p. 22; Rex vs. Westwood, 4 Barn. & C., p. 781; 7 Dowl. & R., p. 267; Smith vs. Nelson, 18 Vt., pp. 511-550. By-laws cannot contravene the Constitution; for instance, a corporation cannot make a by-law which would impair the obligation of contracts (Howard vs. Savannah, T. Charlt., p. 173; People vs. Crockett, 9 Cal., p. 112), nor the general principles and policy of the common law (Hayden vs. Noyes, 5 Conn., p. 391; Rex vs. Tappenham, 3 East., p. 186; Taylor vs. Griswold, 2 Green, p. 222; Phillips vs. Wickham, 1 Paige, p. 590), nor good morals or public policy (Sayre vs. Louisville Union Benevolent Association, 1 Duv., p. 143), nor the statute law.-Kennebec and Portland R. R. Co. vs. Kendall, 31 Me., p. 470; Seneca Co. Bank vs. Lamb, 26 Barb., p. 595. But by-laws may be valid further regulating a subject already regulated by statute.-Rogers vs. Jones, 1 Wend., p. 237. By-laws must be reasonable.-People vs. Thoop, 12 Wend., p. 183; People vs. Medical Society of Erie, 24 Barb., p. 570. A by-law may be good in part, and will be sustained, in so far as it is good, if the good and bad clauses are capable of separation (Amesbury ys. Bowditch Mut. Fire Ins. Co., 6 Gray, p. 596; Rogers vs. Jones, 1 Wend., p. 237); but if the by-law is entire, and the part which is void influences the whole, the by-law is void.-Oxford vs. Wildgoose, 2 Lev., p. 293; Guilford vs. Clark, 2 Vent., p. 248. The real owner of stock in a corporation is entitled to represent it at meetings of the stockholders; and the fact that he does not appear as the owner upon the books of the company does not exclude him from so doing. The New York cases establishing a different doctrine are based upon a statute which makes the books of the corporation the only evidence as to the ownership of the stock.— Allen vs. Hill, 16 Cal., p. 113. But see Section 312 of this Code, which modifies the rule laid down in Allen vs. Hill. Directors, By-laws may 302. The Directors of a corporation must be elected annually by the stockholders or members, and if no provision is made in the by-laws for the time of election, the election must be held on the first Tuesday in June. Notice of such election must be given, and the right to vote determined as prescribed in Section 301. NOTE.-Section 314 contains provisions relative to ат 303. the proceedings to be had if the election is not held on the day fixed by the by-laws or Sec. 302. A corporation may, by its by-laws, where no provide for other provision is specially made, provide: what. By-laws recorded and how amended. • 1. The time, place, and manner of calling and conducting their meetings; 2. The number of stockholders or members, or the quantity of stock constituting a quorum; 3. The number of shares which entitles the stockholders respectively to one or more votes; 4. The mode of voting by proxy; 5. The time and place of the annual election for Directors, and the mode and manner of giving notice thereof; 6. The mode of selling shares for the non-payment of assessments or installments; 7. The compensation and duties of officers; 8. The tenure of office of subordinate officers; and, 9. Suitable penalties for violations of by-laws, not exceeding, in any case, one hundred dollars for any one offense. Am NOTE.-Stats. 1850, p. 347, Sec. 7. 304. All by-laws adopted must be certified by the officers of the corporation, and filed and recorded in the Recorder's office of the county where the principal place of business of the corporation is located. The by-laws thus adopted must not be altered or amended, except at a special meeting of the stockholders or members, to be called by the Directors for that purpose, specifying in the order the proposed amendments; and a two-third vote of all the subscribed capital stock, or of the members, is necessary to adopt the same. And the amendments thus adopted must be certified and recorded in the same manner as the original by-laws. NOTE.-Hall vs. Crandall, 29 Cal., p. 567. 305. The corporate powers, business, and property of all corporations formed under this Title must be exercised, conducted, and controlled by a Board of not less than five nor more than eleven Directors, to be elected from among the holders of stock; or where there is no capital stock, then from the members of such corporation. A majority of the Directors must be citizens of this State. Directors of corporations for profit must be holders of stock therein in an amount to be fixed by the by-laws of the corporation. Directors of all other corporations must be members thereof. Unless a quorum is present and acting, no business performed or act done is valid as against the corporation. Whenever a vacancy occurs in the office of Director, unless the by-laws of the corporation otherwise provide, such vacancy must be filled by an appointee of the Board. NOTE.-Stats. 1853, p. 169; 1866, pp. 743-752; 1850, pp. 178, 347, Secs. 159, 345, 347; 1862, p. 199; 1863, p. 624. The corporate powers of a corporation can be exercised by the Trustees only when duly assembled and acting as a Board.-Gashwiler vs. Willis, 33 Cal., p. 11; Blood vs. Marcuse, 38 Cal., p. 593; this Code, Secs. 308, 354. Any transfer of stock sufficient to pass the property entitles the transferee to vote in the election of Directors, unless some specific mode of transfer is made necessary by statute or by-laws.-People vs. Devlin, 17 Ill., p. 84. (See Sec. 312 of this Code.) The mortgagor of stock in a corporation is entitled to vote upon the stock at elections, and if necessary the Court will compel the mortgagee or his trustee to give a power of attorney to the mortgagor to vote at such election.-Vowell vs. Thompson, 3 Cranch. Circ. Ct., p. 428. Where stock is held by an individual as trustee for the corporation, such trustee How many and who to be Directors. Corpora tion at first elect 66 cannot vote upon it.-U. S. vs. Columbian Ins. Co., 2 Cranch. Circ. Ct., p. 266; Ex parte Holmes, 5 Cowen, p.426; in the matter of Baker, 6 Wend., 509; Ex parte Desdoity, 1 Wend., p. 98. Where stock stands in the name of A, “ Cashier," the latter word is mere description, and B is not entitled to vote thereon on proof that he is A's successor as such Cashier.-Matter of Mohawk and Hudson River R. R. Co., 19 Wend., p. 135. Stocks or shares standing on the books of a company in the name of the corporation itself cannot be voted upon by one of its officers.-5 Cowen, p. 434; Mousseaux vs. Urquhart, 19 La. An., p. 482. 306. At the first meeting called, as soon as the by meeting to laws are adopted, unless it is provided that the officers Directors and adopt by-laws. Elections, how named in the articles of incorporation shall continue until a certain other date, Directors must be elected, a majority of the subscribed capital stock, or of the members, being necessary to a choice. Am am 307 307. All elections must be by ballot, and unless conducted. otherwise prescribed by the by-laws, a majority of the subscribed capital stock or of the members is necessary to a choice. Organiza tion of Board of Directors, etc. NOTE.-Stats. 1853, p. 159; 1861, p. 607; 1850, pp. 347, 281; 1870, p. 577. 308. Immediately after their election, the Directors must organize by the election of a President, who must be one of their number, a Secretary, and Treasurer. They must perform the duties enjoined on them by law and the by-laws of the corporation. A majority of the Directors is a sufficient number to form a Board for the transaction of business, and every decision of a majority of the Directors forming such Board, made when duly assembled, is valid as a corporate act. NOTE. The persons who are the Trustees of a corporation, in their official character as Trustees, when not acting as a Board, have no authority, independent of that conferred by the corporation, to execute a deed of the corporate property. The corporate powers can be exercised by the Board of Trustees only when duly assembled and acting as a Board.-Gashwiler vs. Willis, 33 Cal., p. 11; Blood vs. Marcuse, 38 Cal., p. to be made from surplus proits. 309. The Directors of corporations must not make Dividends dividends, except from the surplus profits arising from the business thereof; nor must they divide, withdraw, or pay to the stockholders, or any of them, any part of the capital stock; nor must they create debts beyond their subscribed capital stock, or reduce or increase the capital stock, except as hereinafter specially provided. For a violation of the provisions of this section, the Directors under whose administration the same may have happened (except those who may have caused their dissent therefrom to be entered at large on the minutes of the Directors at the time, or were not present when the same did happen), are, in their individual and private capacity, jointly and severally liable to the corporation, and to the creditors thereof, in the event of its dissolution, to the full amount of the capital stock so divided, withdrawn, paid out, or reduced, or debt contracted; and no statute of limitations is a bar to any suit against such Directors for any sums for which they are made liable by this section. There may, however, be a division and distribution of the capital stock of any corporation which remains after the payment of all its debts, upon its dissolution or the expiration of its term of existence. NOTE.-Stats. 1850, p. 348; 1861, p. 607, Sec. 50; 1861, p. 626, Sec. 56; 1866, pp. 747-757; 1853, p. 89, Secs. 13, 14. from office tors, etc. 310. No Director shall be removed from office, Removal unless by a vote of two thirds of the members, or of of Direc stockholders holding two thirds of the capital stock, at a general meeting held after previous notice of the time and place, and of the intention to propose such removal. Meetings of stockholders for this purpose may be called by the President, or by a majority of |