Adams

Plaintiff appeals from a judgment entered for defendants upon the sustaining of a demurrer to the complaint without leave to amend. This case presents a *25 factual situation similar to that outlined in the opinion in the case of Fox-Woodsum Lumber Co. v. Bank of America, ante, p. 14 [ 59 Pac. (2d) 1019 ]), this day filed, and presents for determination the issue as to the validity of certain so-called participating certificates issued without first procuring a permit from the commissioner of corporations. Upon the authority of our decision in the cited case, and for the reasons therein announced, we are of the view that the procurement of such a permit was not a necessary prerequisite to the valid issuance óf said certificates.

By an amended complaint a count was added, not present in the Fox-Woodsum Lumber Company case, supra, wherein it was alleged that the participating certificates were void as having been issued in contravention of section 11 of article XII of our state Constitution and of section 359 of the Civil Code, as these laws then read, to the effect that the bonded indebtedness of a corporation shall not be increased without the consent of the persons holding at…