of the assessment notice, on which the unpaid assessments shall be delinquent, not less than thirty nor more than sixty days from the time of making the order levying the assessment; and a day for the sale of delinquent stock, not less than fifteen nor more than sixty days from the day the stock is declared delinquent." The order must comply with the statute in all essential particulars, and an order which does not specify any place of It may be in the following form: payment is void. 13 "It is hereby ordered that an assessment, number per share, be and the same is hereby levied upon the subscribed capital stock of this corporation, payable on the -, secretary of said corporation, at day of day of 19-, to California, and that any stock upon which this assessment shall remain unpaid on the 19, shall be delinquent, and unless payment is made before, will be sold on the , 19, to pay the delinquent assessment, together with costs of advertising and expenses of sale." day of The provision that the order must fix the date of delinquency at a time not less than thirty nor more than sixty days from the time of making the order is not applicable to new proceedings instituted under section 346 of the Civil Code, for the collection. of an assessment previously levied, and is necessarily modified by section 345, authorizing the extension of the dates fixed in any notice of assessment or notice of delinquent sale.14 § 350. Form and Contents of Notice of Assessment. Civ. Code, § 335. "Upon the making of the order, the secretary shall cause to be published a notice thereof, in the following form: (Name of corporation in full. Location of principal place of business.) Notice is hereby given, that at a meeting of the directors, held on the (date), an assessment of (amount) per share was levied upon the capital stock of the corporation, payable (when, to whom, and where). Any stock upon which this assessment shall remain unpaid on the (day fixed) will be delinquent and advertised for sale at public 13. Ruck v. Caledonia Silver Min. Co., 6 Cal. App. 356, 92 Pac. 194. 14. Smith v. Gate City Oil Co., 160 Cal. 446, 117 Pac. 525. As to section 346, see infra, § 357. As to section 345, see infra, § 353. auction, and, unless payment is made before, will be sold on the (day appointed), to pay the delinquent assessment, together with costs of advertising and expenses of sale. (Signature of secretary, with location of office.)" The legislature has power to prescribe the form of notice of assessment. 15 A notice in the prescribed form is sufficient though it does not state the place of sale,16 and it is not invalid because it states that the assessment was levied upon the capital stock, instead of the subscribed capital stock, of the corporation.17 Civ. Code, § 336, as Amended by Stats. 1927, Chap. 32, Approved March 28, 1927. "The notice must be personally served upon each stockholder, or, in lieu of personal service, must be sent through the mail, addressed to each stockholder at his place of residence, if known, and if not known, at the place were the principal office of the corporation is situated, and be published once a week, for four successive weeks, in some newspaper of general circulation and devoted to the publication of general news, published at the principal place of business of the corporation, and also in some newspaper published in the county in which the works of the corporation are situated, if a paper be published therein. If the works of the corporation are not within a state or territory of the United States, publication in a paper of the place where they are situated is not necessary. If there be no newspaper published at the place designated as the principal place of business of the corporation, then the publication must be made in some other newspaper of the county, if there be one, and if there be none, then in a newspaper published in an adjoining county." Under this provision, the notice must be published in the county where all the "works" of the corporation are located,18 and in addition thereto must be served on the stockholders, 15. San Joaquin etc. Water Co. v. Beecher, 101 Cal. 70, 35 Pac. 349. 16. Stephens v. Lemoore Canal etc. Co., 22 Cal. App. 579, 135 Pac. 707. 17. San Joaquin etc. Water Co. v. Beecher, 101 Cal. 70, 35 Pac. 349. 18. American Well etc. Co. v. Blakemore, 184 Cal. 343, 193 Pac. 779. either personally or by mail.19 But a person who has personal notice of the assessment and its delinquency may not complain of defects in the publication.20 Notice to a person acting for a stockholder is notice to him,1 and notice to the record holder is notice to a person jointly interested in the stock with him. Since the statute provides no particular time prior either to the date of delinquency or the date of sale when the notice must be published, or, in other words, does not require it to be given any specified number of days before either of said dates, an allegation that it was published at the places and for the duration of time required by the statute is sufficient to support a right to sell the stock, without stating the dates of publication.3 An allegation that the notice was mailed forthwith must be construed to refer to the time of the passage of the resolution levying the assessment. And notices mailed as prescribed by the statute are presumed to have been received.5 § 352, Delinquent Notice. Civ. Code, § 337. "If any portion of the assessment mentioned in the notice remains unpaid on the day specified therein for declaring the stock delinquent, the secretary must, unless otherwise ordered by the board of directors, cause to be published in the same papers in which the notice hereinbefore provided for shall have been published, a notice substanially in the following form: (Name in full. Location of principal place of business.) NOTICE. There is delinquent upon the following described stock, on account of assessment levied on the (date), (and assessments levied previous thereto, if any), the several amounts set opposite the names of the respective shareholders, as follows: (Names, number of certificate, number of shares, amount). And in accordance with law (and an 19. Whitcomb v. Giannini, 43 Cal. App. 229, 184 Pac. 887; Stephens v. Lemoore Canal etc. Co., 22 Cal. App. 579, 135 Pac. 707. 20. Stephens v. Lemoore Canal etc. Co., 22 Cal. App. 579, 135 Pac. 707. 1 1. Stephens v. Lemoore Canal etc. Co., 22 Cal. App. 579, 135 Pac. 707. 2. Whitcomb v. Giannini, 43 Cal. App. 229, 184 Pac. 887. 3. Bottle Min. & M. Co. v. Kern, 9 Cal. App. 527, 99 Pac. 924. 4. Bottle Min. & M. Co. v. Kern, 9 Cal. App. 527, 99 Pac. 994. 5. Stephens v. Lemoore Canal etc. Co., 22 Cal. App. 579, 135 Pac. 707: order of the board of directors, made on the [date], if any such order shall have been made), so many shares of each parcel of such stock as may be necessary, will be sold, at the (particular place), on the (date), at (the hour) of such day, to pay delinquent assessments thereon, together with costs. of advertising and expenses of the sale. (Name of secretary, with location of office.)" Civ. Code, § 338. "The notice must specify every certificate of stock, the number of shares it represents, and the amount due thereon, except where certificates may not have been issued to parties entitled thereto, in which case the number of shares and amount due thereon, together with the fact that the certificates for such shares have not been issued, must be stated." Civ. Code, § 339. "The notice, when published in a daily paper, must be published for ten days, excluding Sundays and holidays, previous to the day of sale. When published in a weekly paper, it must be published in each issue for two weeks previous to the day of sale. The first publication of all delinquent sales must be at least fifteen days prior to the day of sale." Civ. Code, § 340. "By the publication of the notice, the corporation acquires jurisdiction to sell and convey a perfect title to all of the stock described in the notice of sale upon which any portion of the assessment or costs of advertising remains unpaid at the hour appointed for the sale, but must sell no more of such stock than is necessary to pay the assessments due and costs of sale."'6 Publication of the notice provided for in these sections is essential to the accrual of the right to sell delinquent stock," and by failing to publish it the corporation loses jurisdiction to make such a sale, unless all proceedings subsequent to the levying of the assessment are begun anew as authorized by section 346 of the Civil Code. But the fact that the first publication is less than fifteen days before the date of the sale does not invalidate the assessment, and is not ground for enjoining a sale thereunder unless the stockholder pays or offers to pay the 6. Ward v. California Celery etc. Co., 15 Cal. App. 84, 113 Pac. 888. 7. Imperial Land etc. Co. v. Oster, 34 Cal. App. 776, 168 Pac. 1159. 8. San Bernardino Inv. Co. v. Merrill, 108 Cal. 490, 41 Pac. 487. As to section 346 of the Civil Code, see infra, § 357. amount of the assessment; it merely gives a stockholder whose stock is sold thereunder a right to recover the same from the purchaser under section 347 of the Civil Code. 10 The board of directors may order the notice to be published in a paper other than that in which the notice of the assessment was published.11 § 353. Postponement of Sale. 1 Civ. Code, § 345. "The dates fixed in any notice of assessment or notice of delinquent sale, published according to the provisions hereof, may be extended from time to time for not more than thirty days at a time, by order of the directors entered on the records of the corporation, or by the secretary or assistant secretary of the corporation when delinquent sale is restrained by order of court or by a judge thereof; but no order extending the time for the performance of any act specified in any notice is effectual unless notice of such extension or postponement is published at least once within two weeks prior to the time last previously set for the performance of such act."12 This section provides for the extension of time in the case of proceedings for collection by sale which it is proposed to complete, and is not inconsistent with section 346 of the Civil Code, 13 which provides for the inauguration of an entirely new proceeding for collection, in case the first attempt becomes invalid because of any substantial error or omission.14 Under this provision the days fixed in the original order may be postponed from time to time by merely republishing the original notice with the order of postponement appended, and it necessarily modifies the provision of section 334 that the day of de 9. Burnham v. San Francisco Fuse Mfg. Co., 76 Cal. 26, 17 Pac. 939. 10. See infra, § 359. 11. Stockton etc. Agr. Co. v. Houser, 109 Cal. 1, 41 Pac. 809. 12. Prior to the amendment of this section, the right to extend the dates fixed was limited to thirty days in the aggregate. National Parafine Oil Co. v. Chappellet, 4 Cal. App. 505, 88 Pac. 506. 13. Smith v. Gate City Oil Co., 160 Cal. 446, 117 Pac. 525. 14. See infra, § 357. |