Individual

liability of

for debt.

SEC. 36. Each stockholder of a corporation or joint

corporators stock association shall be individually and personally liable for his proportion of all its debts and liabilities.

Organization of

corpora

tions.

NOTE. This section is not self executing; legislation is necessary to give it effect. The Legislature may not say that a stockholder shall not be liable for any of the debts of a corporation, but may say that he shall be liable for a portion and what that portion shall be. The same rate of liability must be imposed upon all stockholders, and the law must operate alike upon all corporations.-French vs. Teschemaker, 24 Cal., p. 539; same questions discussed in Robinson vs. Bidwell, 22 Cal., p. 379. An Act authorizing the formation of corporations without attaching an individual liability to the stockholders would be void.-French vs. Teschemaker, 24 Cal., p. 539. Persons contracting with a corporation may stipulate to waive the individual liability of the stockholders, and such stipulation is valid. French vs. Teschemaker, 24 Cal., p. 560; per Crocker, J., in Robinson vs. Bidwell, 22 Cal., p. 379.

SEC. 37. It shall be the duty of the Legislature to municipal provide for the organization of cities and incorporated villages, and to restrict their power of taxation, assessment, borrowing money, contracting debts, and loaning their credit, so as to prevent abuses in assessments and in contracting debts by such municipal corporations.

NOTE.-The Legislature may authorize municipal corporations to pay claims equitable and just in themselves, but which are invalid in law.-Blanding vs. Burr, 13 Cal., p. 343. The Legislature may at pleasure increase, restrict, or repeal the powers of a municipal corporation, saving only vested rights.-Blanding vs. Burr, 13 Cal., p. 343. There is no constitutional inhibition against incorporating a portion of the inhabitants of a county as a city, or creating a county out of the territory of a city.-People vs. Hill, 7 Cal., p. 97.

SEC. 38. In all elections by the Legislature the members thereof shall vote viva voce, and the votes shall be entered on the journal.

SEC. 39. In order that no inconvenience may result to the public service from the taking effect of the amendments proposed to Article IV by the Legislature of eighteen hundred and sixty-one, no officer shall be suspended

or superseded thereby until the election and qualification of the several officers provided for in said amendments.

ARTICLE V.

EXECUTIVE DEPARTMENT.

SECTION 1. Governor is vested with supreme executive power.

2. Election of Governor and term of office.

3. Qualifications and eligibility to the office.

4. Returns of, and counting, the votes for Governor.

5. Governor to be Commander in Chief.

6. Transact all executive business.

7. See to execution of the laws.

8. Fill vacancies not otherwise provided for.

9. Convene special sessions of the Legislature.

10. Executive messages.

11. Adjourn the Legislature when the Houses disagree.

12. Must not be Governor and hold other office.

13. Reprieves and pardons for offenses.

14. Keeper of" The great seal of the State of California."

15. Sign and seal grants and commissions.

16. Of the Lieutenant Governor.

17. When powers of Governor devolve on the Lieutenant
Governor.

18. Election and terms of other State officers.

19. Duties of Secretary of State.

20. Election of State officers for first term by Legislature;
thereafter, as in Section 18 provided.

21. Compensation. Not to be increased or diminished.

SECTION 1. The supreme executive power of this State shall be vested in a chief magistrate, who shall be styled the Governor of the State of California.

SEC. 2. The Governor shall be elected by the qualified electors, at the time and places of voting for members of the Assembly, and shall hold his office four years from and after the first Monday in December subsequent to his election, and until his successor is elected and qualified.

SEC. 3. No person shall be eligible to the office of Governor (except at the first election) who has not been

51-VOL. II.-POL.

Returns of and counting the votes for Governor.

Governor
Command-

a citizen of the United States and a resident of this State two years next preceding the election, and attained the age of twenty-five years at the time of said election.

SEC. 4. The returns of every election for Governor shall be sealed up and transmitted to the seat of government, directed to the Speaker of the Assembly, who shall, during the first week of the session, open and publish them in presence of both Houses of the Legislature. The person having the highest number of votes shall be Governor; but, in case any two or more have an equal and the highest number of votes, the Legislature shall, by joint vote of both Houses, choose one of said persons so having an equal and the highest number of votes, for Governor.

SEC. 5. The Governor shall be Commander in Chief of er in Chief. the militia, the army, and navy of this State.

Transact executive business.

See to execution

SEC. 6. He shall transact all executive business with the officers of government, civil and military, and may require information in writing from the officers of the Executive Department, upon any subject relating to the duties of their respective offices.

SEC. 7. He shall see that the laws are faithfully exe

of the laws, cuted.

Fill vacancies not otherwise provided for.

SEC. 8. When any office shall, from any cause, become vacant, and no mode is provided by the Constitution and law for filling such vacancy, the Governor shall have power to fill such vacancy by granting a commission, which shall expire at the end of the next session of the Legislature, or at the next election by the people.

NOTE.-The power vested by this section applies only to vacancies occurring under circumstances when the original appointing (or electing) power cannot act, and is limited by the period when the original power can act.-Casserly vs. Fitch, 1 Cal., p. 519. The Governor has no power to appoint, under this section, when there is a person in possession of the office expressly authorized by statute or the Constitution to discharge its duties temporarily, until the power upon whom the duty of election or appointment is devolved can act.—

People vs. Tilton, 37 Cal., p. 614. This section only
applies to those cases of vacancies for filling which no
other mode is provided "by the Constitution and laws,"
and has no application to vacancies the mode of filling
which is provided by the law of 1851.—Wetherbee vs.
Cazneau, 20 Cal., p. 503. Whether a failure to elect a
successor leaves an office vacant at the expiration of
the term, in the sense of this section, was considered,
but not fully decided, in People vs. Parker, 37 Cal.,
p. 639. The failure of a Controller elect to qualify
creates no vacancy in the office; it is only in cases
where there is no incumbent to hold over that the law
permits the Executive to appoint.-Melony vs. Whit-
man, 10 Cal., p. 38. The power to fill a vacancy and
the power to fill an office are distinct in their nature.-
Aylett vs. Langdon, 8 Cal., p. 1. If the appointment
to an office is vested in the Governor, with the advice
and consent of the Senate, and the term of the incum-
bent expires during a recess of the Legislature, and the
Governor appoints a successor, such appointment vests
in the appointee a right to hold the office for the full
term, subject only to be defeated by the non-concur-
rence of the Senate.-People vs. Mizner, 7 Cal., p. 519.

special

SEC. 9. He may, on extraordinary occasions, convene Convene the Legislature by proclamation, and shall state to both Houses, when assembled, the purpose for which they shall have been convened.

sessions of lature.

the Legis

messages.

SEC. 10. He shall communicate by message to the Executive Legislature, at every session, the condition of the State, and recommend such matters as he shall deem expedient.

Legisla

the Houses

SEC. 11 In case of a disagreement between the two Adjourn Houses with respect to the time of adjournment, the ture when Governor shall have power to adjourn the Legislature to disagree. such time as he may think proper; provided, it be not beyond the time fixed for the meeting of the next Legislature.

other office.

SEC. 12. No person shall, while holding any office Not to hold under the United States, or this State, exercise the office of Governor, except as hereinafter expressly provided.

SEC. 13. The Governor shall have the power to grant reprieves and pardons after conviction, for all offenses,

Reprieves and pardons for offenses.

Keeper of the great seal.

Sign and

seal grants and commissions.

Of the
Lieutenant
Governor.

except treason and cases of impeachment, upon such conditions and with such restrictions and limitations as he may think proper, subject to such regulations as may be provided by law relative to the manner of applying for pardons. Upon conviction for treason, he shall have the power to suspend the execution of the sentence until the case shall be reported to the Legislature at its next meeting, when the Legislature shall either pardon, direct the execution of the sentence, or grant a further reprieve. He shall communicate to the Legislature, at the beginning of every session, every case of reprieve or pardon granted, stating the name of the convict, the crime of which he was convicted, the sentence and its date, and the date of the pardon or reprieve.

SEC. 14. There shall be a seal of this State, which shall be kept by the Governor, and used by him officially and shall be called "The Great Seal of the State of California."

SEC. 15. All grants and commissions shall be in the name and by the authority of The People of the State of California, sealed with the Great Seal of the State, signed by the Governor, and countersigned by the Secretary of State.

SEC. 16. A Lieutenant Governor shall be elected at the same time and places, and in the same manner, as the Governor; and his term of office, and his qualifications of eligibility, shall also be the same. He shall be President. of the Senate, but shall only have a casting vote therein. If, during a vacancy of the office of Governor, the Lieutenant Governor shall be impeached, displaced, resign, die, or become incapable of performing the duties of his office, or be absent from the State, the President of the Senate shall act as Governor until the vacancy be filled or the disability shall cease.

SEC. 17. In case of the impeachment of the Governor, or his removal from office, death, inability to discharge the powers and duties of the said office, resignation, or