Jordan

Mandamus. The petitioner, a railroad corporation, institutes an original proceeding in this court to compel the secretary of state to file in his office a certified copy of a certificate of creation of bonded indebtedness by petitioner. The facts are undisputed, the only return to the alternative writ heretofore issued being in the form of a demurrer for want of facts. The respondent urges but one ground in support of his refusal to file the certificate, and it is conceded that, unless this ground be well taken, the petitioner is entitled to the relief sought.

The proceedings for creating a bonded indebtedness were taken under subdivision 5 of section 359 of the Civil Code. That subdivision provides that arty corporation desiring to create a bonded indebtedness may, in lieu of calling and holding a stockholders’ meeting as provided in earlier subdivisions, create such indebtedness “by a resolution adopted by the unanimous vote of its board of directors or trustees at a regular meeting or at a special meeting called for that purpose, and approved by the written assent or assents of the stockholders holding two-thirds of the subscribed or issued capital stock. ...” The certificate…