Moreno Mutual Irrigation Co. v. Jordan

[70]

THE COURT.

Petition for writ of mandate directing respondent, as Secretary of State, to file in his office a certificate relative to the creation of a proposed bonded indebtedness of the petitioner, a corporation.

It appears that the refusal of respondent to file such certificate was based solely upon the fact that the meeting of the board of directors of the petitioner called for the express purpose of acting upon the necessary preliminary resolution for the creation of the proposed bonded indebtedness was not held at the “principal place of business” of the petitioner, as designated in its articles of incorporation, but was held at the “office” of petitioner, as provided by its bylaws.

Section 319 of the Civil Code provides: “The meetings of the stockholders and board of directors of a corporation must be held at its office or principal place of business.”

It is therefore apparent that by the plain provisions of the statute the board of directors of the petitioner was authorized to hold its meetings at its office.

It is ordered that the writ issue as prayed.