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CALIFORNIA STATUTES.

An act to repeal Title XI of Part IV of Division First of the Civil Code and each

and every section of said title, and to substitute a new Title XI to take the place thereof in said code, relating to mining corporations.

[Approved March 21, 1905.] The people of the state of California, represented in senate and assembly, do

enact as follows: SECTION 1. Title XI and Part IV of Division First of the Civil Code and each and every section of said title are hereby repealed, and a new Title XI is substituted in place thereof in said code, to read as follows:

TITLE XI.

MINING CORPORATIONS.

SEC. 586. Transfer agencies.

587. Stock issued at transfer agencies.
587a. Consolidation of mining corporations.
588. Books and balance sheets to be kept by secretary. Stockholders' right

to inspect.
589. Right of stockholders to visit mine with expert.

590. Liability of presidents and directors. § 586. 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.

$ 587. 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.

$ 587a. It is lawful for two or more corporations formed, or that may hereafter be formed, under the laws of this state, for mining purposes, which own or possess mining claims or lands adjoining each other, or lying in the same vicinity, to consolidate their capital stock, debts, property, assets and franchises, in such manner and upon such terms as may be agreed upon by the respective boards of directors or trustees of such corporations so desiring to consolidate their interests; but no such consolidation must take place without the written consent of the stockholders representing two-thirds of the capital stock of each corporation, and no such consoli. dation can, in any way, relieve such corporations, or the stockholders thereof, from any and all just liabilities; and in case of such consolidation, due notice of the same must be given, by advertising, for one month, in at least one newspaper in the county where the said mining property is situated, if there is one published therein. and also in one newspaper published in the county where the principal place of business of any of said corporation is. And when the consolidation is completed, a certificate thereof, containing the manner and terms of such consolidation, must be filed in the office of the county clerk of the county in which the original certificate of incorporation of each of said corporations is filed, and a copy thereof must be filed in the office of the secretary of state; such certificate must be signed by a majority of each board of trustees or directors of the original corporations, and it is their duty to call, within thirty days after the filing of such certificate, a meeting of the stockholders of all of said corporations so consolidated, to elect a board of trustees or directors for the consolidated corporation, for the year thence

next ensuing; and to cause notice of the time and place fixed for such meeting to be mailed to each stockholder of each of such corporations at his last known place of residence or business at least ten days before the time fixed for such meeting. The said certificate must also contain all the requirements prescribed by section two hundred and ninety.

§ 588. It is the duty of the seci of every corporation formed for the purpose of mining, or conducting mining in California, whether such corporation be formed and organized under the laws of the state of California or of any other state, territory, or foreign country, to keep at some place within the state of California an office and in such office to keep a complete set of books showing all receipts and expenditures of such corporation, the sources of such receipts, and the objects of such expenditures, and also all transfers of stock. All books and papers must, at all times during business hours, be open to the inspection of any stockholder. He is entitled to be accompanied by an expert, and to make copies or extracts from any such books or papers. He may, at reasonable hours, examine such mining property, accompanied by an expert, take samples, and make such other examination as he may deem necessary. It is the duty of the directors, on the second Monday of each and every month, to cause to be made an itemized account or balance sheet for the previous month, embracing a full and complete statement of all disbursements and receipts, showing from what sources such receipts were derived, and to whom and for what object or purpose such disbursements or payments were made; also all indebtedness or liabilities incurred or existing at the time, and for what the same were incurred, and the balance of money, if any, on hand. Such account or balance sheet must be verified under oath by the president and secretary, and posted in some conspicuous place in the office of the company. It is the duty of the superintendent, on the first Monday of each month, to file with the secretary an itemized account, verified under oath, showing all receipts and disbursements made by him for the previous month, and for what said disbursements were made. Such account must also contain a verified statement showing the number of men employed under him, and for what purpose, and the rate of wages paid to each. He must attach to such account a full and complete report, under oath, of the work done in said mine, the amount of ore extracted, from what part of mine taken, the amount sent to mill for reduction, its assay value, the amount of bullion received, the amount of bullion shipped to the office of the company or elsewhere, and the amount, if any, retained by the superintendent. It is his duty to forward to the office of the company a full report, under oath, of all discoveries of ores or mineralbearing quartz made in said mine, whether by boring, drifting, sinking, or otherwise, together with the assay value thereof. All accounts, reports, and correspondence from the superintendent must be kept in some conspicuous place in the office of said company, open to the inspection of all stockholders.

$ 589. Any stockholder of a corporation formed under the laws of this state for the purpose of mining, is entitled to visit, accompanied by his expert, and examine the mine or mines owned by such corporation, and every part thereof, at any time he may see fit; and when such stockholder applies to the president of such corporation, he must immediately cause the secretary thereof to issue and deliver to such applicant an order, under the seal of the corporation, directed to the superintendent, commanding him to show and exhibit such parts of said mine or mines as the party named in said order may desire to visit and examine. It is the duty of the superintendent, on receiving such order, to furnish such stockholder every facility for making a full and complete inspection of said mine or mines, and of the workings therein, and to accompany said stockholder either in person, or to furnish some person familiar with said mine or mines to accompany him in his visit to and through such mine or mines, and every part thereof. If the superintendent fails to obey such order, such stockholder is entitled to recover, in any court of competent jurisdiction, against the corporation, the sum of one thousand dollars, and traveling expenses to and from the mine, as liquidated damages, together with costs of suit. In case of such refusal, it is the duty of the directors of the corporation forthwith to remove the officer so refusing, and thereafter he must not be employed directly or indirectly by the corporation, nor must any salary be paid to him.

§ 590. In case of the refusal or neglect of the president to cause to be issued by the secretary the order mentioned in section five hundred and eighty-nine, such stockholder is entitled to recover against said president the sum of one thousand dollars and costs, as provided in the last section. If the directors fail to have the reports and accounts current made and posted as provided in section five hundred and eighty-eight, they are liable, either severally or jointly, to an action by any stockholder complaining thereof, and on proof of such refusal or failure, he may recover judgment for actual damages sustained by him, with costs of suit. Each of such defaulting directors is also liable to removal for such neglect.

CORPORATION LICENSE TAX LAW.

Chapter 190. An act prescribing terms and conditions upon which corporations may transact business in this state and providing penalties and forfeitures for noncompliance.

[Approved May 10, 1915.) The people of the state of California do enact as follows:

SECTION 1. Every corporation organized under the laws of another state, territory, or of a foreign country, which is now doing business in this state or maintaining an office herein, and which has not filed with the secretary of state prior to the day on which this act takes effect the document or documents required by section four hundred and eight of the Civil Code, or which shall hereafter do business in this state or maintain an office herein, or which shall enter this state for the purpose of doing business herein, must file in the office of the secretary of state of the state of California a certified copy of its articles of incorporation, or of its charter, or of the statute or statutes, or legislative, or executive, or governmental act or acts creating it, in cases where it has been created by charter, or statute, or legislative, or executive, or governmental act, duly certified by the secretary of state or other officer authorized by the law of the jurisdiction under which such corporation is formed to certify such copy, and must also file a certified copy thereof, duly certified by the secretary of state of this state in the office of the county clerk of the county where its principal place of business in this state is located, and also where such corporation owns any property, and every such corporation shall pay to the secretary of state for filing in his office such certified copy of its articles of incorporation, or of its charter, or of the statute or statutes, or legislative, or executive, or governmental act or acts creating it, a fee of seventyfive dollars, which fee shall be in lieu of the filing fee provided for in section four hundred and nine of the Political Code; provided, that foreign corporations organized for educational, religious, scientific or charitable purposes and having no capital stock, shall pay a fee of five dollars for filing the document or documents hereinabove required.

Foreign corporations having a capital stock shall also file with the secretary of state copies of any documents showing an increase or decrease in their authorized capital stock, which documents shall be certified in the manner hereinabove required, but no fee shall be paid for such filing. It is hereby provided that every foreign corporation subject to the tax herein provided shall file with the secretary of state, at the time it tenders payment of said tax and any penalty which has accrued, an affidavit sworn to by its president or secretary, showing the amount of its authorized capital stock on the first day of January of the year in which said payment is made, and in the event that such authorized capital stock, as shown by such affidavit, differs from the amount of such capital stock as appears from the records of the secretary of state, then the tax herein provided shall be measured by the amount shown in such affidavit, but in such event the license herein required shall not be issued nor shall the amount so tendered be accepted until copies of any documents relating to such change in authorized capital stock, certified as required by this section, shall have been filed with the secretary of state. If such corporation shall neglect to file such copy or copies before the hour of six o'clock p.m. of the first Monday of February of the year for which the license must be procured,

it shall suffer the penalty for the delinquency herein provided and if it shall neglect to make such filing before the hour of six o'clock p.m. of the Saturday preceding the first Monday in March of such year, it shall suffer the forfeiture provided in section seven of this act; provided, however, that any foreign corporation which, prior to the eighth day of March, nineteen hundred and one, shall have complied with the provisions of the act entitled, “An act to amend 'An act in relation to foreign corporations,' approved April first, eighteen hundred and seventy-two," approved March seventeenth, eighteen hundred and ninety-nine, shall, in lieu of the provisions of this section above set forth, file the affidavit herein required and the license tax due from such corporation shall be measured by the authorized capital stock, as shown thereby.

SEC. 2. Upon filing in the office of the secretary of state the certified copy of articles of incorporation of corporations organized under the laws of this state, there shall be paid to the secretary of state the fees prescribed therefor by section four hundred and nine of the Political Code.

Sec. 3. No corporation heretofore or hereafter incorporated under the laws of this state, or of any other state, territory, or foreign country, shall do or attempt to do any intrastate business within this state by virtue of its charter, or certificate of incorporation, without a state license therefor.

SEC. 4. It shall be the duty of every corporation incorporated under the laws of this state, and of every corporation incorporated under the laws of any other state, territory, or foreign country, now doing intrastate business within this state, or which shall hereafter engage in intrastate business in this state, to procure annually from the secretary of state a license authorizing the transaction of such business in this state, and to pay therefor the license tax prescribed herein.

For the purpose of measuring said tax the secretary of state shall examine all articles of incorporation and all documents on file in his office relating to an increase or decrease in the authorized capital stock of corporations which are subject to said tax, and determine the amount due from each corporation by the following ruie :

When the authorized capital stock of the corporation does not exceed ten thousand dollars ($10,000.00) the tax shall be ten dollars ($10.00); when the authorized capital stock exceeds ten thousand dollars ($10,000.00) but does not exceed twenty thousand dollars ($20,000.00) the tax shall be fifteen dollars ($15.00); when the authorized capital stock exceeds twenty thousand dollars ($20,000.00) but does not exceed fifty thousand dollars ($50.000.00) the tax shall be twenty dollars ($20.00); when the authorized capital stock exceeds fifty thousand dollars ($50,000.00) but does not exceed one hundred thousand dollars ($100,000.00) the tax shall be twenty-five dollars ($25.00); when the authorized capital stock exceeds one hundred thousand dollars ($100,000.00) but does not exceed two hundred and fifty thousand dollars ($250,000.00) the tax shall be fifty dollars ($50.00); when the authorized capital stock exceeds two hundred and fifty thousand dollars ($250,000.00), but does not exceed five hundred thousand dollars ($500,000.00) the tax shall be seventy-five dollars ($75.00); when the authorized capital stock exceeds five hundred thousand dollars ($500,000.00) but does not exceed one million dollars ($1,000,000.00) the tax shall be one hundred dollars ($100.00); when the authorized capital stock exceeds one million dollars ($1,000,000.00) but does not exceed three million dollars ($3,000,000.00) the tax shall be two hundred dollars ($200.00); when the authorized capital stock exceeds three million dollars ($3,000,000.00) but does not exceed five million dollars ($5,000,000.00) the tax shall be three hundred and fifty dollars ($350.00); when the authorized capital stock exceeds five million dollars ($5,000,000.00) but does not exceed seven million five hundred thousand dollars ($7,500,000.00) the tax shall be five hundred fifty dollars ($550.00); when the authorized capital stock exceeds seven million five hundred thousand dollars ($7,500,000.00) but does not exceed ten million dollars ($10,000,000.00) the tax shall be eight hundred dollars ($800.00); when the authorized capital stock exceeds ten million dollars ($10,000,000.00) the tax shall be one thousand dollars ($1,000.00). All corporations having no capital stock, but organized for profit, shall pay an annual tax of ten dollars ($10.00).

Said license tax shall be due and payable to the secretary of state on the first day of January of each and every year. Such license tax shall be paid on or before the hour of six o'clock p.m. of the first Monday of February of each year and if not so paid shall at said hour become delinquent and there shall thereupon be added thereto as a penalty for such delinquency the sum of ten dollars ($10.00).

Sec. 5. The license hereby provided authorizes the corporation holding the same to transact intrastate business in this state during the year or any fractional part of such year for which such license is issued. "Year," within the meaning of this act, means from and including the first day of January to and including the thirty-first day of December next thereafter.

SEC. 6. At the time of filing any certified copy of articles of incorporation, or charter, or statute or statutes, or legislative, or executive or governmental act or acts creating a corporation, when filed between the first day of January and the thirtyfirst day of December, inclusive, in any year, there shall be paid to the secretary of state, in addition to all other fees required by law, that proportion of the license tax specified in section four of this act which the unexpired number of months of such year bears to the entire year including the month in which such filing occurs, and thereupon the secretary of state shall issue a license for such fractional part of the then current year.

SEC. 7. At the hour of six o'clock p.m. of the Saturday preceding the first Monday in March of each year the charters of all corporations organized under the laws of this state and which have failed to pay the license tax and penalty prescribed by section four of this act shall be forfeited to the state of California, and the right of all foreign corporations to do intrastate business in this state, which have failed to pay said license tax and penalties shall be likewise forfeited.

SEC. 8. Educational, religious, scientific and charitable corporations, corporations which are not organized for profit, and corporations doing solely an interstate business and those corporations enumerated in subdivisions (a), (b) and (c) of section fourteen of article XIII of the constitution are exempt from the payment of the tax provided by this act.

SEC. 9. Any corporation claiming exemption from the payment of said annual license tax must file with the secretary of state at least sixty days before such tax becomes due and payable a written protest in which it shall set forth all facts and reasons upon which such exemption claim is made, sworn to by the president and secretary or general manager of such corporation. Failure to protest in the manner and within the time herein prescribed shall constitute a waiver of all rights of exemption from said tax. Such corporation shall furnish under oath such other proof as the secretary of state may require or demand. All evidence and proofs submitted upon such claim of exemption shall be submitted by the secretary of state to the board of control and state controller, and said officers shall thereupon determine the question of such corporation's claim of exemption. The determination of said officers upon all questions of fact shall be final and conclusive; provided. however, that at the time of filing a certified copy of the articles of incorporation of any domestic corporation in the office of the secretary of state, and at the time a foreign corporation files with the secretary of state the document or documents required by section one of this act, the secretary of state shall determine whether such corporation is exempt as an educational, religious, scientific, or charitable corporation or as a non-profit corporation or as one of the corporations enumerated in subdivisions (a), (b) and (c) of section fourteen of article XIII of the constitution.

SEC. 10. If the license tax and penalties for delinquency required to be paid by section four of this act are not paid within the time herein required, the secretary of state shall on the Saturday preceding the first Monday in March, and at six o'clock p.m. of said day, enter upon the record of corporations in his office against the name of any company so failing to pay said license tax and penalty the words "charter forfeited to the state," if the corporation be a domestic corporation, and thereupon said charter shall be ipso facto so forfeited, and the words “right to do intrastate business forfeited” if the corporation be a foreign corporation, and thereupon said right to do intrastate business in this state shall be ipso facto so forfeited.

SEC. 11. On or before the first Monday of April of each year the secretary of

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