shall equal, or to distribute them, on the same principle, among as many candidates as he shall think fit; and such directors or managers shall not be elected in any other manner, except that members of co-operative societies formed for agricultural, mercantile and manufacturing purposes, may vote on all questions affecting such societies in manner prescribed by law.

This section is understood to confer upon the individual stockholder entitled to vote at an election the right to cast all the votes which his stock represents, multiplied by the number of directors to be elected, for a single candidate, should he think proper to do so, or, to distribute them among any two or more candidates. A corporation holding an election for directors is bound to follow the constitutional mode, and has no power, by resolution or otherwise, to adopt any other. And all of the directors must be voted for at one time, since to vote for one director only at a time would enable a majority to cumulate their votes each time, and thus elect the entire board. Wright v. Central Cal. Water Co., 67 Cal. 532.

SECTION 13. The state shall not in any manner loan its credit, nor shall it subscribe to, or be interested in the stock of any company, association, or corporation.

Const. 1849, Art XI, Sec. 10.

SECTION 14. Every corporation other than religious, educational or benevolent, organized or doing business in this state, shall have and maintain an office or place in this state for the transaction of its business, where transfers of stock shall be made, and in which shall be kept for inspection

by every person having an interest therein, and legislative committees, books in which shall be recorded the amount of capital stock subscribed, and by whom; the names of the owners of its stock: and the amounts owned by them respectively; the amount of stock paid in, and by whom; the transfers of stock; the amount of its assets and liabilities, and the names and place of residence of its officers.

SECTION 15. No corporation organized outside the limits of this state shall be allowed to transact business within this state on more favorable conditions than are prescribed by law to similar corporations organized under the laws of this state.

The statute of 1876 [Stats. p. 729] requiring bank statements to be filed with county recorder, applies to corporations organized without this state as well as to those organized within it. Bank British N. A. v. Madison, 99 Citing, same v. Alaska Imp. Co., 97

Cal. 125.
Cal. 28.

The act of 1876 was repealed by act of March 9, 1893. [Stats. p. 112.]

The act of 1880 [Stats. p. 400], requiring mining corporations to post weekly reports of their superintendent, and imposing a fine of one thousand dollars upon the corporation for violation thereof is not subject to the objections that it applies only to domestic corporations [Art. XI, Sec. 15 Const.], nor that it applies only to corporations organized for producing gold and silver from quartz. [Art IV, Sec. 25 Const.] The act is not unconstitutional. Miles v. Woodward, 115 Cal. 310.

SECTION 16. A corporation or association may De sued in the county where the contract is made or is to be performed, or where the obligation or

liability arises, or the breach occurs; or in the county where the principal place of business of such corporation is situated, subject to the power of the court to change the place of trial as in other cases.

Referred to in McSherry r. P. C. G. M. Co., 32 Pac. Rep. 711, and same case, 97 Cal. 637. Α mining company or "association," whether possessed of "corporate" powers or not, may be sued in the county where the alleged injury occurred. Kendrick v. D. C. C. G. M. Co., 94 Cal. 137. "May be sued," makes the section permissive and not mandatory. This construction is necessary to avoid conflict between it and section 5 of article VI. National Bank v. Superior Court, 83 Cal. 492.

Defendant was sued in Los Angeles upon a contract made in San Francisco, to be performed outside of the state, by a corporation having its principal place of business in San Francisco and the breach occurred outside of the state. The Superior Court properly ordered the case transferred to San Francisco, on motion of defendant. Cohn v. C. P. R. R., 71 Cal. 488. In so far as the decision approves, Jenkins v. Cal. Stage Co., Myrick J., dissents.

An action for damages inflicted by a railroad may be brought in the county where the injury was inflicted. and defendant is not entitled to have the cause removed to the county where it has its principal place of business. The section is applicable to torts, and is not confined to contract. It is not in conflict with the fourteenth amendment to U,S. constitution. Lewis v. S. P. C. R. R., 66 Cal. 209.

The place of residence of a corporation is the county where its principal place of business is situated, and that is the proper place to commence action against it for an accounting, and to recover shares of stock alleged to have been illegally sold for assessment, etc. McSherry v. Penn. C. G. M. Co., 97 Cal. 637.

There is no law defining the residence of a corporation. Its principal place of business is not its "residence," within the meaning of section 395, Code of Civil Procedure. Cal. S. R. R. Co. v. S. P. R. R. Co., 65 Cal. 394.

Section 395, Code of Civil Procedure, giving defendant a right to change the place of trial to the county of his residence, does not apply in the same manner to corporations. There is no absolute right of a corporation when sued in one of the counties specified in the constitution, to have the cause removed to the county where it has its principal place of business. Trezevant v. W. R. Strong Co., 36 Pac. Rep. 395.

The section relates to private corporations and not to public municipal corporations. Municipal corporations occupy a position as favorable as that of private corporations, although the former cannot be said to have any residence. Buck v. City of Eureka, 97 Cal. 135.

An insurance company of this state may be sued in the county where the contract of insurance was completed, and is not entitled to change of place of trial to county where it has its principal place of business, although the

policy may have been issued from the latter. Yore v. Bankers' Association, 88 Cal. 609. Same as to railroad company. Chase v. R. R. Co., 83 Cal. 469. As to mortgage, the action must be brought in county where the property is situate. Baker v. Fireman's Fund Ins. Co.,

73 Cal. 182.

The contract referred to in this section gives a plaintiff the right not only to bring his action, but also to have the trial in either of the counties referred to in this section, subject to a right in defendant to have the place of trial changed for some other reason than that of its residence. Trezevant v. Strong Co., 102 Cal. 49.

But see also, as to individual stockholders, Bailey v. Cox, 102 Cal. 333.

Where the verified complaint in an action against a corporation alleged a contract with the corporation, made and payable in the county in which the action is brought, and affidavits in conflict with the complaint were presented by defendant on motion for change of place of trial, and also affidavits in support of the facts stated in the complaint, an order denying the motion will not be disturbed. Bowers v. Modoc Land, etc., Co., 117 Cal. 52.

As to right to change of place of trial in actions against corporations,see Brady v.TimesMirror Co., 106 Cal. 56, and The G. & S. Co. v. The M. & H. F. C. Co., 107 Cal. 379.

The question is left undecided whether, when it appears from the complaint that a cause has been properly brought in the county