§ 4 Amendment or repeal of existing law
The California Constitution provides that all laws of the state concerning corporations may be altered from time to time or repealed,n1 and the Code empowers the legislature to amend or repeal all or any portion of the General Corporation Law.n2 The statutes reserving this power are a part of the corporation's charter and a part of the contract of every shareholder of a corporation.n3 In other words, by becoming a shareholder, one gives an implied assent to the right of the legislature to alter and amend the lawn4 just as the corporation has impliedly consented to be bound by the laws of this state.n5 This right is limited to amendment of the general law, and every such amendment must be made applicable to all corporations of the same class.n6
Footnotes
• n1
Cal. Const. art. XX, § 5.
• n2
Corp. Code, § 100, subd. (b).
• n3
Rainey v. Michel, 6 Cal. 2d 259, 57 P.2d 932, 105 A.L.R. 148 (1936); Silva v. Coastal Plywood & Timber Co., 124 Cal. App. 2d 276, 268 P.2d 510 (3d Dist. 1954); Heller Inv. Co. v. Southern Title & Trust Co., 17 Cal. App. 2d 202, 61 P.2d 807 (4th Dist. 1936).
• n4
Wilson v. Cherokee Drift Mining Co., 14 Cal. 2d 56, 92 P.2d 802 (1939); Demello v. Dairyman's Co-Operative Creamery, 73 Cal. App. 2d 746, 167 P.2d 226 (4th Dist. 1946) (wherein an amendment authorized a reorganization and forced dissenting shareholders to accept the plan or liquidate their shares and retire from the business).
• n5
Pacific Gas & Elec. Co. v. State, 214 Cal. 369, 6 P.2d 78 (1931).
• n6
City and County of San Francisco v. Spring Valley Waterworks, 48 Cal. 493, 1874 WL 1383 (1874).
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