state shall make a list of all domestic corporations whose charters have been so forfeited, and of all foreign corporations whose right to do intrastate business in this state has been so forfeited or which have surrendered their right to do intrastate business in this state as provided in section fifteen of this act, and shall transmit a certified copy thereof to each county clerk in this state, who shall file the same in his office.

SEC. 12. It shall be unlawful for any corporation, either domestic or foreign. which has not paid the license tax, as in this act prescribed, to exercise the powers of such corporation, or to transact any intrastate business in this state, after six o'clock p.m. of the Saturday preceding the first Monday in March next following the delinquency. Each and every person who exercises any of the powers of a corporation which has forfeited its charter or right to do intrastate business in this state, or who transacts any business for or in behalf of such corporation, after such forfeiture, shall be guilty of a misdemeanor, and upon conviction thereof shall be punished by a fine of not less than one hundred dollars and not exceeding one thousand dollars, or by imprisonment in the county jail not less than fifty days or more than five hundred days, or by both such fine and imprisonment.

SEC. 13. In all cases of forfeiture under the provisions of this act, the directors or managers in office of the affairs of any domestic corporation, whose charter may be so forfeited, or of any foreign corporation whose right to do business in this state may be so forfeited, are deemed to be trustees of the corporation and stockholders or members of the corporation whose power or right to do business is forfeited and have full power to settle the affairs of the corporation and to maintain or defend any action or proceeding then pending in behalf of or against any of said corporations, or to take such legal proceedings as may be necessary to fully settle the affairs of said corporation, and such directors or managers, as such trustees, may be sued in any of the courts of this state by any person having a claim against any of said corporations; provided, always, that no action pending against any corporation shall abate thereby, but may be prosecuted to final judgment and may be enforced by execution with the same force and effect and in like manner as though no forfeiture had occurred; and provided, further, that where judgment has been entered against any corporation prior to forfeiture under this act, that notwithstanding, execution may be issued thereon and the property of said corporation, or that may come into the hands of any trustees for it may be levied upon, seized and sold to satisfy the same with like force and effect as though such forfeiture had not occurred.

SEC. 14. Any domestic corporation which suffers the forfeiture prescribed by this act, may pay to the secretary of state all taxes and penalties which shall have accrued prior to such forfeiture, and all taxes and penalties which would have accrued if such forfeiture had not occurred; and shall file an application with the secretary of state for the restoration of its charter, which application must set forth the names of the persons who became trustees upon such forfeiture, under the provisions of section thirteen of this act, and shall be signed by all of said persons then surviving, and acknowledged by each of said persons before an officer authorized by the laws of this state to take acknowledgments of conveyances of real property; whereupon such corporation shall be restored to its former corporate status and the secretary of state shall issue to such corporation a license entitling it to transact intrastate business in this state during the year in which such license is issued: provided, however, that no corporation organized under the laws of this state which suffers such forfeiture shall be relieved from the effect thereof. nor shall such license be issued, in the event that subsequent to the date of forfeiture its corporate name, or a name so closely resembling said name as will tend to deceive, has been adopted and is in use by another domestic corporation.

Any foreign corporation which suffers a forfeiture of its right to do intrastate business in this state, may pay to the secretary of state all taxes and penalties which shall have accrued prior to such forfeiture, and all taxes and penalties which would have accrued if such forfeiture had not occurred, and shall file with the secretary of state its application for a restoration of its right to do intrastate business, and

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copies of any documents increasing or decreasing its capital stock, certified as hereinbefore provided, together with an affidavit by its president or secretary, setting forth the amount of its authorized capital stock on the first day of January of the year in which said application is presented, and the taxes which would have accrued after the date of such forfeiture shall be measured by the authorized capital stock, as shown by such copies and affidavits; whereupon such corporation shall be restored to its former corporate status and the secretary of state shall issue to such corporation a license entitling it to do intrastate business in this state during the year in which such license is issued.

Any domestic corporation which has heretofore suffered a forfeiture of its charter under the provisions of an act entitled "An act relating to revenue and taxation, providing for a license tax upon corporations and making an appropriation for the purpose of carrying out the objects of this act," approved March 20, 1905, or under the provisions of any act amendatory thereof, may be restored to its former corporate status, subject to and upon complying with the conditions hereinabove provided for the reinstatement of domestic corporations which suffer the forfeiture prescribed by this act, and in addition thereto, upon payment of the taxes and penalties which would have accrued under said act of 1905, or any of the acts amendatory thereof, if such forfeiture had not occurred.

Any foreign corporation which has suffered a forfeiture of its right to do business in this state under the provisions of said act of 1905, or any act amendatory thereof. may be relieved from the effect thereof and resume an intrastate business in this state upon filing with the secretary of state an affidavit by its president or secretary, setting forth the amount of its capital stock at time of taking effect of this act, and stating any subsequent changes in said authorized capital stock, and the dates on which such changes became effective, and shall pay to the secretary of state all taxes and penalties which would have accrued under said act of 1905, or under any of the acts amendatory thereof if such forfeiture had not occurred, and the taxes and penalties which would have accrued under the provisions of this act; whereupon such corporation shall be restored to its former corporate status and the secretary of state shall issue to such corporation a license entitling it to do intrastate business in this state during the year for which the license is issued. And the secretary of state shall, on or before the first Monday of April of each year, make a list of the corporations, both foreign and domestic, so paying, and of the foreign corporations which have resumed the transaction of intrastate business in this state, as provided in section fifteen of this act, and shall transmit a certified copy of said list to each county clerk in this state, who shall file the same in his office; provided, the rehabilitation of any such corporation by reason of making such payments shall be without prejudice to any action, defense, or right which accrued by reason of the original forfeiture.

SEC. 15. Any foreign corporation may surrender its right to engage in intrastate business in this state by filing a stipulation with the secretary of state, in which it shall agree that it will not transact such business at any time thereafter without first obtaining from the secretary of state a license authorizing the resumption of such business, as hereinafter provided. Upon the filing of such stipulation and upon the payment of any tax or penalty then due, said corporation shall be exempt from the payment of the tax provided in this act. It shall be unlawful for any such corporation to exercise its corporate powers in transacting any intrastate business in this state after the filing of such stipulation. Each and every person who exercises any of the powers of such corporation in the transaction of intrastate business or who transacts any intrastate business for or in behalf of such corporation after such filing shall be subject to penalties prescribed by section twelve of this act. Any such corporation may resume the transaction of intrastate business in this state at any time thereafter upon filing its application for a license therefor with the secretary of state and an affidavit by its president or secretary setting forth the amount of its authorized capital stock, and copies of any documents increasing or diminishing such capital stock, which copies shall be certified as herein provided. and upon paying a tax for the unexpired portion of the year which shall be measured

by its authorized capital stock and which shall be that portion of the license tax specified in section four of this act which the unexpired number of months of such year, including the month in which such license is issued, bears to the entire year. SEC. 16. Any false statement contained in any of the affidavits herein required shall constitute perjury, and shall be punishable as such.

SEC. 17. All moneys herein required to be paid shall, upon collection by the secretary of state, be immediately paid by him into the state treasury.

SEC. 18. Nothing in this act shall be construed as affecting or repealing any statute of this state respecting the assessment of franchises and levying of taxes thereon.

SEC. 19. The provisions of this act in so far as they relate to the payment of the license tax provided for in section four of this act shall take effect on the first day of January, 1916, and as to all other provisions this act shall take effect ninety days after final adjournment of the forty-first session of the legislature.

PROTECTION OF STOCKHOLDERS.

An act to amend an act entitled "An act to protect stockholders and persons dealing with corporations in this state," approved March 29, 1878, and all acts amendatory thereof, and to repeal all laws in conflict therewith.

[Approved March 22, 1905.]

The people of the state of California, represented in senate and assembly, do enact as follows:

SECTION 1. Any superintendent, director, secretary, manager, agent, or other officer, of any corporation formed or existing under the laws of this state, or transacting business in the same, and any person pretending or holding himself out as such superintendent, director, secretary, manager, agent, or other officer, who shall wilfully subscribe, sign, endorse, verify, or otherwise assent to the publication, either generally or privately, to the stockholders or other persons dealing with such corporation, or its stock, any untrue or wilfully and fraudulently exaggerated report, prospectus, account, statement of operations, values, business, profits, expenditures or prospects, or other paper or document intended to produce or give, or having a tendency to produce or give, to the shares of stock in such corporation a greater value or less apparent or market value than they really possess, or with the intention of defrauding any particular person or persons, or the public, or persons generally, shall be deemed guilty of a felony, and on conviction thereof shall be punished by imprisonment in state prison or a county jail not exceeding two years, or by fine not exceeding five thousand dollars, or by both.

SEC. 2. All acts and parts of acts in conflict with this act are hereby repealed.

CIVIL CODE.

§ 309. The directors of corporations must not make dividends, except from the surplus profits arising from the business thereof; nor must they create any debts beyond their subscribed capital stock; nor must they divide, withdraw or pay to the stockholders, or any of them, any part of the capital stock, except as hereinafter provided, nor reduce or increase the capital stock, except as herein 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 or private capacity, jointly and severally liable to the corporation. and to the creditors thereof, to the full amount of the capital stock so divided, withdrawn, paid out, or reduced, or debt contracted; and no statute of limitation is a bar to any suit against such directors for any sums for which they are liable by this section: provided, however, that where a corporation has been heretofore or may hereafter be formed for the purpose, among other things, of acquiring, holding, and selling real estate, water, and water rights, the directors of such corporation may, with the consent of stockholders representing two-thirds of the capital stock thereof, given at a meeting

called for that purpose, divide among the stockholders the land, water or water rights so by such corporation held, in the proportions to which their holdings of such stock at the time of such division entitled them. All conveyances made by the corporation in pursuance of this section must be made and received subject to the debts of such corporation existing at the date of the conveyance thereof. Nothing herein prohibits 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.

PENAL CODE.

§ 560. Every director of any stock corporation who concurs in any vote or act of the directors of such corporation or any of them, by which it is intended, either1. To make any dividend, except from the surplus profits arising from the business of the corporation, and in the cases and manner allowed by law; or,

2. To provide, withdraw, or in any manner, except as provided by law, pay to the stockholders, or any of them, any part of the capital stock of the corporation; or, 3. To discount or receive any note or other evidence of debt in payment of any installment actually called in and required to be paid, or with the intent to provide the means of making such payment; or,

4. To receive or discount any note or other evidence of debt, with the intent to enable any stockholder to withdraw any part of the money paid in by him, or his stock; or,

5. To receive from any other stock corporation, in exchange for the shares, notes, bonds, or other evidences of debt of their own corporation, shares of the capital stock of such other corporation, or notes, bonds, or other evidences of debt issued by such other corporation;—is guilty of a misdemeanor.

TO PREVENT WASTING OF NATURAL GAS.

An act prohibiting the unnecessary wasting of natural gas into the atmosphere; providing for the capping or otherwise closing of wells from which natural gas flows; and providing penalties for violating the provisions of this act.

[Approved March 25, 1911.]

The people of the state of California, represented in senate and assembly, do enact as follows:

SECTION 1. All persons, firms, corporations and associations are hereby prohibited from wilfully permitting any natural gas wastefully to escape into the atmosphere. SEC. 2. All persons, firms, corporations or associations digging, drilling, excavating, constructing or owning or controlling any well from which natural gas flows shall upon the abandonment of such well, cap or otherwise close the mouth of or entrance to the same in such a manner as to prevent the unnecessary or wasteful escape into the atmosphere of such natural gas. And no person, firm, corporation or association owning or controlling land in which such well or wells are situated shall wilfully permit natural gas flowing from such well or wells, wastefully or unnecessarily to escape into the atmosphere.

SEC. 3. Any person, firm, corporation or association who shall wilfully violate any of the provisions of this act shall be deemed guilty of a misdemeanor, and upon conviction thereof shall be punished by a fine of not more than one thousand dollars or by imprisonment in the county jail for not more than one year, or by both such fine and imprisonment.

SEC. 4. For the purposes of this act each day during which natural gas shall be wilfully allowed wastefully or unnecessarily to escape into the atmosphere shall be deemed a separate and distinct violation of this act.

SEC. 5.

SEC. 6.

All acts or parts of acts in conflict herewith are hereby repealed.
This act shall take effect immediately.

USE OF CALIFORNIA MATERIALS IN CALIFORNIA PUBLIC BUILDINGS.

Section 3247 of the Political Code.

"Any person, committee, board, officer, or any other person charged with the purchase, or permitted or authorized to purchase, supplies, goods, wares, merchandise, manufactures, or produce, for the use of the state, or any of its institutions or offices, or for the use of any county or consolidated city and county, or city, or town, shall always, price, fitness and quality being equal, prefer such supplies, goods, wares, merchandise, manufactures, or produce as has been grown, manufactured or produced in this state, and shall next prefer such as have been partially so manufactured, grown or produced in this state. All state, county, city and county, city or town officers, all boards, commissions, or other persons charged with advertising for any such supplies, shall state in their advertisement that such preferences will be made. In any such advertisement no bid shall be asked for any article of a specific brand or mark nor any patent apparatus or appliances, when such requirement would prevent proper competition on the part of dealers in other articles of equal value, utility or merit."

LANDS UNCOVERED BY RECESSION OF WATER.

An act to amend section 3493m of the Political Code, relating to land uncovered by the recession or drainage of the waters of inland lakes. [Approved April 14, 1911.]

The people of the state of California, represented in senate and assembly, do enact as follows:

SECTION 1. Section 3493m of the Political Code is hereby amended to read as follows:

Section 3493m. Any person desiring to purchase any of the lands now uncovered or which may hereafter be uncovered by the recession or drainage of the waters of inland lakes, and inuring to the state by virtue of her sovereignty, or the swamp and overflowed lands not segregated by the United States, must make an appiication therefor to the surveyor general of the state, which application must be accompanied by the applicant's affidavit that he is a citizen of the United States, or has declared his intention to become such, a resident of this state, of lawful age, that he desires to purchase such lands (describing them by legal subdivisions, or by metes and bounds, if the legal subdivisions are unknown), under the provisions of this article, for his own use and benefit, and for the use and benefit of no other person whomsoever, and that he has made no contract or agreement to sell the same, and that he does not own any state lands which, together with that new sought to be purchased, exceeds six hundred and forty acres.

The provisions of this section shall not affect or apply to any land uncovered by the recession or drainage of the waters of any lake or other body of water, the waters of which are so impregnated with minerals as to be valuable for the purpose of extracting therefrom such minerals; but the land uncovered by the recession or drainage of such waters shall be subject to lease for periods of not longer than twentyfive years upon such charges, terms and conditions as may be prescribed by law. SEC. 2. All acts or parts of acts in conflict herewith are hereby repealed. SEC. 3. This act shall take effect immediately.