In order to secure title to a corporate franchise under a general law, each and every condition prescribed by the Legislature must be substantially complied with; and the non-compliance with any condition, no matter what it may be, will prevent the titlefrom resting as against the State. (Harris v. McGregor , 20 Cal. 127; Mok. Hill Co. v. Woodbury , 14 Cal. 424; Carlisle v. C. & M. R. R. Co. 4 Ala. 70; Field v. Cooks, 16 La. 154; Williams v. Franklin , 26 Ind. 316; Becket v. Harris , 4 Minn. 405; St. Louis & O. R. R. Co. v. Sullivan, 5 Ohio, 279; Ferrona v. Voncelo , 23 Ill. 459; Walker v. Deveroux, p. 4, Ch. 229; Volk v. Crandall, 1 Lond. Ch. 179; Com. v. Gen. Pass. R. R. Co. 52 Pa. 512; Peora v. King, 23 Wend. 193.)
People v. Chambers is to the point that a slight and immaterial omission is not fatal. (42 Cal. 209.)
OPINION By the Court:
1. The right to be a corporation is in itself a franchise; and to acquire a franchise under a general law, the prescribed statutory conditions must be complied with. The Civil Code (sec. 594) requires that the articles of incorporation shall, among other matters, " set forth * * * that a majority of the members of such association * * * voted at such election ," etc. The certificate in this case altogether omits any statement in this respect, and is, therefore, insufficient to constitute the association a corporation.
2. The information avers that the claim of the defendants to be a corporation is based upon the certificate just referred to, and sets out the certificate as constituting the title of the defendants--which, as we have seen, is insufficient.
3. The defect appearing upon the face of the certificate is not aided by the averment found in the answer, that in point of fact a majority of the members of the association did vote at the election mentioned in the certificate.
Judgment affirmed.