the following manner: A petition signed by two thirds of the heads of families residing in such district, as shown by the last preceding school census, shall be presented to the county superintendent of schools of the county in which such district is situated, setting forth briefly the reasons for dissolution and praying that the question may be submitted to the voters in such district. Upon receiving such petition the superintendent shall, within twenty days, call an election in the district, submitting to the voters therein the question of dissolution of such district. If such petitioning district be not wholly situated within the same county, said petition shall be presented in duplicate to the superintendent of each county having territory within such district, and each superintendent so petitioned shall, within twenty days after receiving such petition, call an election in the territory situate within his county and forming part of such district, and appoint three electors resident within such territory to conduct such election therein. Notice of such election, which must be held throughout Notice of the district on the same day and during the same hours, election to shall be given by posting written or printed notice thereof in at least three of the most public places in such district for at least twelve days next before the day set for such election; and if such district be not wholly situated in the same county, said notice shall be posted for said time in three of the most public places in the portion of the district in each county. Said election shall be conducted in the manner provided by law for conducting school elections. The ballots shall have printed on them the words "For dissolution," and the voters shall write or print thereafter the word "Yes" or the word "No." The election officers shall report the result of such election, within five days thereafter, to the county superintendent of schools of the county of which they are residents. If a majority of all the votes cast at such election be opposed to dissolution, no further petition shall be entertained or election ordered for a similar purpose within three years next following such election. If the district in which such election Two-thirds is held be wholly situated in one county, and if two thirds of vote to pre- all the votes cast at such election be in favor of dissolution, the county superintendent of such county shall forthwith certify the result of such election to the board of supervisors of such county, and such board shall, at its first regular meeting thereafter, make an order declaring such union district dissolved, such order to take effect at the end of the current school year, except as hereinafter provided. If the district in which such election is held be not wholly situated in one county, each of the county superintendents of the counties having territory therein shall immediately certify to the others the result of the election in his own county, and if two thirds of all the votes cast at such election be in favor of dissolution, all of such county superintendents shall, jointly, forthwith certify the result of such election to the board of supervisors of each of such counties, and said boards, and each of them, shall, at the first regular meeting thereafter, make an

Ballots.

vail.

tion of

order declaring such union or joint union district dissolved, such order to take effect at the end of the current school year, except as hereinafter provided. When a union or joint Disposi union school district has been thus dissolved, the property property. thereof shall be sold by the board of supervisors of the county in which such property is situated, and the proceeds of such sale, together with any moneys in the treasury to the credit of such dissolved district, shall be apportioned to and placed to the credit of the school districts that composed such dissolved district, in proportion to the value of property in each of such school districts, as determined by the last previous assessment therein for school purposes, and the board or boards of supervisors of the county or counties in which such dissolved district is situated shall make such orders, and such transfers from county to county, as may be necessary or proper to effect such apportionment. From and Original after the time of the making of the order or orders here- revived. in before provided for, declaring a union or joint union school district dissolved, the original school districts composing the same, with such additional territory as shall have been annexed to them, shall be considered to be in existence again, as separate districts, and subject to the provisions of sections fifteen hundred and ninety-three to sixteen hundred and two of this code, relating to elections for school trustees, the first of such elections in each of such districts to be held as in the case of a newly formed district; but such order or orders shall not affect the continuance of the union or joint union board of trustees, or the maintenance of the union or joint union school, until the end of the current school year, at the expiration of which time such board and school shall cease to exist.

SEC. 2. This act shall take effect and be in force from and after its passage.

districts

CHAPTER CCLIII.

An act to amend section 359 of the Civil Code relating to the issuance of stocks or bonds of corporations and to the increase or diminution of the capital stock of corporations and to the creation or increase of bonded indebtedness of corporations and to the creation or increase of a consolidated bonded indebtedness by two or more corporations.

[Approved March 21, 1903.]

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

SECTION 1. Section 359 of the Civil Code is hereby amended to read as follows:

increase of

359. No corporation shall issue stocks or bonds except for Fictitious money paid, labor done or property actually received, and all stock is fictitious increase of stock or indebtedness is void. Every void.

How capital stock

creased or

diminished.

corporation may increase or diminish its capital stock, and every corporation or two or more corporations, may create or increase its or their bonded indebtedness, subject to the following provisions:

First-The capital stock of a corporation may be increased may be in- or diminished at a meeting of the stockholders by a vote representing at least two thirds of the subscribed or issued capital stock, or in the manner otherwise in this section provided; when by meeting as aforesaid, then such meeting must be called by the board of directors or trustees and notice must be given by publication in a newspaper published in the county or city and county where the principal place of business of such corporation is located, or if there be none published in said county or city and county, then in a newspaper published in an adjoining county or city and county, such paper to be designated by the board of directors or trustees in the order calling for the meeting.

What notice must specify.

How bonded indebted

ness may be created or in

creased.

Stockholders shall be notified.

Directors may diminish

stock, and create in

Second-The notice must specify the object of the meeting and the amount to which it is proposed to increase or diminish the capital stock, the time and place of holding the meeting, which latter must be at the principal place of business of the corporation and at the building where the board of directors or trustees usually meet. The notice herein provided must be published once a week for at least sixty days. The capital stock cannot be diminished to an amount less than the indebtedness of the corporation.

Third-The bonded indebtedness of a corporation may be created or increased by a vote of the stockholders representing at least two thirds of the subscribed or issued capital stock at a meeting called by the board of directors or trustees, and after notice of the time and place of the meeting published in the same manner and for the time prescribed, which notice shall state the amount of the bonded indebtedness which it is proposed to create, or the amount to which it is proposed to increase such indebtedness, and shall in all other respects contain the same matters as are above provided and set forth in the notice of meeting to increase or diminish the capital stock; or such original creation of bonded indebtedness may be made as otherwise in this section provided.

Fourth-In addition to the notice by publication, when proceedings are to be had hereunder at a meeting of stockholders, the secretary of the corporation shall also address a notice to each of the stockholders whose names appear on the company's books as sufficiently addressed or identified, at his place of residence, if known, and if not known, then at the place in which the principal place of business of the corporation is situate, which notice shall be so mailed to such stockholders at least thirty days before the day appointed for such meeting.

Fifth-In lieu of such call for meeting of stockholders and of such notice and publication of the same and of a stockholders' meeting held in pursuance thereof and of said vote debtedness thereat representing at least two thirds of the subscribed tion. capital stock, any corporation may diminish its capital stock

by resolu

and also originally create its bonded indebtedness by a resolution adopted by the unanimous vote of its board of directors or trustees at a regular meeting or at a special meeting called for that purpose and approved by the written assent or assents of the stockholders holding two thirds of the subscribed or issued capital stock, which assent or assents must be filed with the secretary of the corporation; but the secretary of the corporation must address by mail, postage fully prepaid, a copy of such resolution to each of the stockholders whose names appear upon the company's books as sufficiently addressed or identified, at his place of residence, if known, and if not known, then at the place in which the principal place of business of the corporation is situate, which notice shall be so mailed to such stockholders at least thirty days before the certificate hereinafter provided is made and signed or filed, as hereinafter provided, and within that time any stockholder may file with such secretary his dissent in writing; but it is further provided that if at any time within said thirty days such written assent or assents of the stockholders holding all of the subscribed or issued capital stock be so filed with said secretary, then and at once and without further delay the certificate hereinafter provided for may be so made, signed and filed as hereinafter provided and with the same effect, but Limit of such capital stock cannot be diminished to an amount less tion. than the indebtedness of the corporation, and no increase of capital stock or bonded indebtedness can be made, except at a meeting of stockholders as in this section provided.

diminu

dated in

Sixth-Any two or more corporations may by a separate Consolicompliance by each corporation with the provisions of this debtedness section applicable in the premises in respect to creating or increasing bonded indebtedness, create or increase a consolidated bonded indebtedness of such corporations, to be binding jointly and severally on such corporations, and which may be secured by a consolidated mortgage or deed of trust executed by all such corporations, mortgaging or conveying in trust all or any of the properties of all such corporations, acquired or to be acquired.

of increase

filed.

Seventh-Upon such increase or diminution of the capital Certificate stock or creation or increase of the bonded indebtedness being or diminumade in accordance with the provisions of this section there tion to be shall be made, if proceedings are had under subdivisions first, second, third and fourth above, a certificate under the corporate seal and signed by the president and secretary of the corporation or of each corporation acting in the premises and a majority of the directors or trustees of such corporation, or each corporation so acting, showing a compliance by such corporation, or each corporation so acting, with the requirements of said last named subdivisions and the amount to which the capital stock has been increased or diminished or the amount of the bonded indebtedness created, or to which the bonded indebtedness may have been increased, and the amount of stock represented at the meeting and the total vote in the affirmative by which the same was accomplished and the total

What cer

tificate

vote in the negative; or if such proceedings be had and taken under subdivision fifth of this section as to diminution of capital stock or original creation of bonded indebtedness a like certificate shall be made and sealed and signed, as aforesaid, showing a compliance by such corporation, and by each corporation acting in the premises, with the requirements of said subdivision fifth, and the amount to which the capital stock has been diminished or the amount of bonded indebtedness so originally created, and the total amount of the stock represented by the said written assent or assents so filed with the secretary and the total amount of stock represented by the said written dissent or dissents so filed. In case of a consolidated bonded indebtedness each corporation which is a party thereto shall cause to be made and sealed and signed and verified and filed, as in this section provided, a separate certificate.

Eighth-In all cases the certificates shall state the total shall show. number of subscribed or issued shares of the capital stock of the corporation, or of each corporation respectively acting in the premises, and shall be verified by the oath of the said president and secretary, or of the said respective presidents and secretaries. Such consolidated bonded indebtedness may be created or increased to an amount equal to the par or face value of the aggregate amount of the subscribed or issued capital stocks of said two or more corporations, but shall not exceed such aggregate amount. In each and every case the certificate must Where filed be filed in the office of the clerk in the county or city and county where the original articles of incorporation of the corporation or corporations acting hereunder are filed and a certified copy thereof, certified by such clerk, shall be filed in the office of the secretary of state; and thereupon the capital stock shall be so increased or diminished, or the bonded indebtedness or consolidated bonded indebtedness shall be created or increased accordingly, and such certificate or certificates so filed shall be, when said certified copy or copies are so filed, conclusive proof of such increase or diminution of capital stock or such creation or increase of bonded or consolidated bonded indebtedness and the validity of each thereof. When the bylaws of a corporation prescribe the paper in which notices of meetings of directors or trustees or stockholders are to be published the notices of publication herein provided for shall be published in such paper, unless publication thereof shall have ceased.

Publication of notices.

SEC. 2. This act shall take effect immediately.