proper; except that he shall not make any distribution among the creditors or stockholders, before final judgment, unless he is specially directed so to do by the court.

147. Making stockholders, etc., parties.

§ 1790. Where the action is brought by a creditor of a corporation, and the stockholders, directors, trustees, or other officers, or any of them, are made liable by law, in any event or contingency, for the payment of his debt, the persons, so made liable, may be made parties defendant, by the original or by a supplemental complaint; and their liability may be declared and enforced by the judgment in the action.

148. When separate action may be brought against them.

1791. Where the stockholders, directors, trustees, or other officers of a corporation, who are made liable, in any event or contingency, for the payment of a debt, are not made parties defendant, as prescribed in the last section, the plaintiff in the action may maintain a separate action against them, to procure a judgment, declaring, apportioning, and enforcing their liability.

149. Proceedings in either action.

§ 1792. In an action, brought as prescribed in either of the last two sections, the court must, when it is necessary, cause an account to be taken of the property and of the debts of the corporation, and thereupon the defendants' liability must be apportioned accordingly; but, if it affirmatively appears, that the corporation is insolvent, and has no property to satisfy its creditors, the court may, without taking such an account, ascertain and determine the amount of each defendant's liability, and enforce the same accordingly.

150. Judgment; property of corporation to be distributed.

§ 1793. A final judgment in an action, brought against a corporation, as prescribed in this article, either separately or in conjunction with its stockholders, directors, trustees, or other officers, must provide for a just and fair distribution of the property of the corporation, and of the proceeds thereof, among its fair and honest creditors, in the order and in the proportions prescribed by law, in case of the voluntary dissolution of a corporation.

151. Stock subscriptions to be recovered.

$1794. Where the stockholders of a corporation are parties to the action, if the property of the corporation is not sufficient to discharge its debts, the interlocutory or final judgment, as the case requires, must adjudge that each stockholder pay into court the amount due and remaining unpaid, on the shares of stock held by him, or so much thereof as is necessary to satisfy the debts of the corporation.

152. Liabilities of directors and stockholders.

1795. If it appears, that the property of the corporation, and the sums collected or collectible from the stockholders, upon their stock subscriptions, are or will be insufficient to pay the debts of the corporation, the court must ascertain the several sums, for which the directors, trustees, or other officers, or the stockholders of the corporation, being parties to the action, are liable; and must adjudge that the same be paid into court, to be applied, in such proportions and in such order as justice requires, to the payment of the debts of the corporation.

153. Effect of this article limited.

§ 1796. This article does not repeal or affect any special provision of law, prescribing that a particular kind of

corporation shall cease to exist, or shall be dissolved, in a case or in a manner, not prescribed in this article ; or any special provision of law, prescribing the mode of enforcing the liability of the stockholders of a particular kind of corporation.

XIII. ACTION BY THE PEOPLE TO ANNUL A

CORPORATION.*

154. Action by attorney-general, when legislature directs.

(Id. Art. 4.)

§ 1797. The attorney-general, whenever he is so directed by the legislature, must bring an action against a corporation created by or under the laws of the state, to procure a judgment, vacating or annulling the act of incorporation, or any act renewing the corporation, or continuing its corporate existence, upon the ground that the act was procured upon a fraudulent suggestion, or the concealment of a material fact, made by or with the knowledge and consent of any of the persons incorporated.

155. By leave of court.

§ 1798. Upon leave being granted, as prescribed in the next section, the attorney-general may bring an action against a corporation created by or under the laws of the state, to procure a judgment, vacating the charter or annulling the existence of the corporation, upon the ground that it has, either,

1. Offended against any provision of an act, by or under which it was created, altered, or renewed, or an act amending the same, and applicable to the corporation; or

2. Violated any provision of law, whereby it has forfeited its charter, or become liable to be dissolved, by the abuse of its powers; or

* See Code, § 1804, for kinds of corporations exempt from this article, post 161.

3. Forfeited its privileges or franchises, by a failure to exercise its powers; or

4. Done or omitted any act, which amounts to a surrender of its corporate rights, privileges, and franchises;

or

5. Exercised a privilege of franchise, not conferred upon it by law.

156. Leave; when and how granted.

§ 1799. Before granting leave, the court may, in its discretion, require such previous notice of the application, as it thinks proper, to be given to the corporation, or any officer thereof, and may hear the corporation in opposition thereto.

157. Action triable by a jury.

§ 1800. An action, brought as prescribed in this article, is triable, of course and of right, by a jury, as if it was an action specified in section 968 of this act, and without procuring an order, as prescribed in section 970 of this

act.

158. Form of judgment.

1801. Where any of the matters, specified in section 1797 or section 1798 of this act, are established in an action, brought as prescribed in either of those sections, the court may render final judgment that the corporation, and each officer thereof, be perpetually enjoined from exercising any of its corporate rights, privileges, and franchises; and that it be dissolved. The judgment must also provide for the appointment of a receiver, the taking of an account, and the distribution of the property of the corporation, among its creditors and stockholders, as where a corporation is dissolved upon its voluntary application, as prescribed in chapter seventeenth of this act.

159. Injunction may issue.

§ 1802. In an action, brought as prescribed in this article, an injunction order may be granted, at any stage of the action, restraining the corporation, and any or all of its directors, trustees, and other officers, from exercising any of its corporate rights, privileges, or franchises; or from exercising certain of its corporate rights, privileges, or franchises, specified in the injunction order; or from exercising any franchise, liberty, or privilege, or transacting any business, not allowed by law. Such an injunction is deemed one of those specified in section 603 of this act, and all the provisions of title second of chapter seventh of this act, applicable to an injunction specified in that section, apply to an injunction granted as prescribed in this section, except that it can be granted only by the court.

160. Copy of judgment-roll to be filed and published.

§ 1803. Where final judgment is rendered against a corporation, in an action, brought as prescribed in this article, the attorney-general must cause a copy of the judg ment-roll to be forthwith filed in the office of the secretary of state; who must cause a notice of the substance and effect of the judgment, to be published, for four weeks, in a newspaper printed at Albany, in which legal notices are required to be published, and also in a newspaper printed in the county wherein the principal place of business of the corporation was located.

161. Certain corporations excepted from certain articles of this title. (Id. Art. 5.)

§ 1804. Articles second, third and fourth of this title do not apply to an incorporated library society; to a religious corporation; to a select school or academy, in