Harris v. McGregor

By the Court, Sanderson, C. J. We pass the question as to the right of the defendant tó prove the title to the Sandy Gulch or Harris Ditch, to be outstanding in the Bunker Hill Canal and Mining Company alleged by the defendant to be a corporation, for the reason that in our judgment the evidence fails to establish the existence of any such corporation. The certificate offered in evidence for the purpose of proving the existence of such a corporation fails to comply with the provisions of the Act under which the alleged corporation was attempted to be formed, in an essential particular rendering it null and void. That Act prescribes with particularity the terms and conditions upon which persons seeking its benefits, and their successors, may become a body politic and corporate, and there must be at least a substantial compliance with each and all of those conditions before the corporation can 'be considered in esse. (Mokelumne Hill Mining Company v. Woodbury, 14 Cal. 424.)

Essentials of a certificate of incorporation.

By the express terms of the statute the certificate of incorporation must state the following particulars:

1. The corporate name; 2. The objects for which the corporation is formed; 3. The amount of its capital stock; 4. The term of its existence, not to exceed fifty years; 5. The number of shares into which the stock is divided; 6. The number of trustees and the names of those who are to manage the affairs of the corporation for the first three months; 7. The names of the city or town and county in which the principal place of business is to be located. With the last of the foregoing provisions of the statute, the certificate in question fails to show a substantial compliance. All that is stated in the certificate in that respect is as follows : “ The operations of the company are to be carried on in the County of Cala[128]veras, State of California.” This language in no sense, either expressly or by implication, can be held to designate the principal place of business of the corporation. It simply designates the county and State where the “ operations of the company are to be carried on.” But the “ operations ” of a corporation may be carried on in one county and their principal place of business, within the meaning of the statute, be in another and distant county; or the former may be in one State and the latter in another. But could we understand the language in question as fixing the principal place of business of the corporation in Calaveras County, the failure to comply with the statute would only be less in degree, for there is no specification of the “city” or “town,” which is no less essential than the designation of the county, for it is so expressly provided. The “ principal place of business ” contemplated and intended by the statute is the principal office of the corporation at which the books of the corporation are kept and its officers usually and ordinarily meet for the purpose of managing the affairs and transacting the business of the corporation, and the statute requires that the city or town, as the case may be, at which such office is to be located shall be stated in the certificate, for reasons which are obvious. But whether for reasons or not is immaterial, for the same will which alone can confer corporate privileges can prescribe the conditions of the grant, and it is sufficient to say that such and such are the conditions.