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Money retained at
dend to meet
Receiver may be re
To give notice thereof.
Sec. 27. When any suit pending at the time of the second secondo divier dividend, shall be terminated, they shall apply the moneys retained
in their hands for that purpose, to the payment of the amount recovered, and their necessary charges and expenses; and if nothing shall have been recovered they shall distribute such moneys, after deducting their expenses and costs, among the creditors and stockholders of the corporation, in the same manner as herein directed, in respect to the second dividend.
Sec. 28. The receivers shall be subject to the control of a moved, &c. court of chancery, and may be compelled to account at any time;
they may be removed by the court, and any vacancy created by such removal, or by death or otherwise, may be supplied by the
court. Receiver to Sec. 29. Within three months after the time herein prescribed
for making a second dividend, the receivers shall render a full and accurate account of all their proceedings to the court of chancery, on oath, which shall be referred to a master to examine and report thereon.
Sec. 30. Previous to rendering such account, the receivers shall insert a notice of their intention to present the same, once in each week for three weeks in the state paper, and in a newspaper of the county, if any there be, in which notices of dividends are herein required to be inserted, specifying the time and place at which such account will be rendered.
Sec. 31. The master to whom such account shall be referred, shall hear and examine the proofs, vouchers and documents offered for or against such account, and shall report thereon fully to the court.
Sec. 32. Upon the coming in of such report, the court shall in: moneys hear the allegations of all concerned therein, and shall allow or
disallow such account, and decree the same to be final and conclusive, upon all the creditors of such corporation, upon all persons who have claims against it upon any open or subsisting engagement, and upon all the stockholders of such corporation ; such receivers shall also account from time to time, in the same manner, and with the like effect, for all moneys which shall come to their hands, after the rendering of such account, and for all moneys which shall have been retained by them, for any of the purposes hereinbefore specified, and shall pay into court all unclaimed dividends.
Master to report an account to court.
Decree of court there
afterwards come into hands of receiver.
extend to certain corporations.
Sec. 33. The provisions of this act shall not extend to any in- Act not to corporated library society, or to any religious corporation, or to any select school or academy, incorporated by the legislature.
Sec. 34. The dissolution of a corporation by a decree of the Dissolution court of chancery, or by the expiration of its charter, or otherwise, tion not to shall not abate any suit or proceeding in favor of such corporation, pending. which shall have been pending at the time of such dissolution ; but all such suits or proceedings may be discontinued by the receivers who shall have been appointed for such corporation by the court of chancery, or by the trustees on whom the estate and effects of such corporation shall have devolved, in the name of such corporation, or in the names of such receivers or trustees who may be substiuted as plaintiffs under the direction of the .. court in which the suit is pending, and subject to such order as the court may deem expedient, in relation to the payment or security of costs. Sec. 35. Whenever a receiver of the property or effects of a Suits, how
brought after corporation has been appointed, before its dissolution or afterwards, appointment new suits may be brought and carried on by any such receivers, either in their own names or in the names of the corporation for which they shall have been appointed, but no new suit shall be brought in the name of a corporation after it shall have been dissolved, or after the expiration of its charter.
Sec. 36. No suit commenced in the name of any such receiver Suits in shall be abated by his removal or death, but the same may be ceiver not to continued in the name of his successor, or of the corporation, if his removal its charter has not expired or been dissolved, as may be directed by the court in which the suit shall be pending.
Sec. 37. The court in which any suit or proceeding against a Suits peudcorporation which shall have been dissolved by the decree of the lution of corcourt of chancery, or by the expiration of its charter, or otherwise, may be conshall be pending at the time of such dissolution, shall have power, court. on the application of either party thereto, to make an order for the continuance of such suit or proceeding, and the same may thereafter be continued until a final judgment or decree shall be had therein, which shall have the like effect upon the rights of the parties, as if such corporation had not been dissolved.
Sec. 38. All receivers appointed under the provisions of the Receiver “ Act to provide for proceedings in chancery against corporations, under act or and for other purposes," approved June 21, 1837, shall possess 1837, subject
name of re
be abated by
ing at disso,
may be made parties to
parties after decree.
all the power and authority conferred, and be subject to all the obligations and duties imposed upon receivers appointed under the
provisions of this act. Sixth section Sec. 39. The sixth section of the “ Act to provide for proceedrepealed. . ings in chancery against corporations, and for other purposes," is
hereby repealed. . In certain Sec. 40. Whepever any proceedings shall have been instituted tors and more under the provisions of the act referred to in the next preceding
ade section, against-any corporation whose directors or stockholders proceedings are made liable for the payment of the debts and liabilities of
such corporation, in any event or contingency, such directors or stockholders may be made parties to the bill, either on the filing hereof, or in any subsequent stage of the proceedings, whenever
it may become necessary or proper to enforce such liability. May be made Sec. 41. Such directors or stockholders may be made parties
to the suit after a decree thereon against the corporation, on filing a supplemental bill against them, founded upon such decree; and if the same was rendered in a proceeding instituted by the attorney general or bank commissioners, any creditor may, on his application, be made complainant therein with or instead of the attorney general or bank commissioners, and may in like manner make the directors and stockholders sought to be charged defen
dants in such suit. Creditors Sec. 42. Whenever any creditor of a corporation shall seek to charge direc- charge the directors, trustees or other superintending officers of
such corporation, or the stockholders, on account of any liability created by law, he may file his bill for that purpose in the court of chancery, which shall possess jurisdiction to enforce such liability, and may proceed thereon as in other cases, and shall cause an account to be taken and a receiver to be appointed when necessary.
Sec. 43. If upon the coming in of the answer, or upon taking pointedwhen of an account, or otherwise, it shall appear to the court that such
corporation is insolvent and has no property or effects, the court may proceed at once, and without appointing any receiver, to ascertain the respective liabilities of such directors and stockholders,
and enforce the same by its decree as in other cases. Assets to be Sec. 44. Upon a final decree upon any application to restrain among all a corporation or upon any bill filed against the directors or stock
holders, the court shall cause a just and fair distribution of the
Creditors seeking to
No receiver to be ap
corporation is insolvent and has no effects.
Assets to be distributed
holder to pay
stock held by
te proceed to
proceeds of the property and effects of such corporation, to be made among its fair and honest creditors, in the order and proportion hereinbefore prescribed, in cases of the voluntary dissolution of a corporation.
Sec. 45. In all cases in which the directors or other superin- When stocktending officers of a corporation, or the stockholders thereof, shall in amount have been made parties to a suit in which a decree shall be unpaid on rendered, if the property of such corporation shall be sufficient him. [insufficient] to discharge its debts, the court shall proceed to compel each stockholder' to pay in the amount due and remaining unpaid on the shares of stock held by him, or so much thereof as shall be necessary to satisfy the debts of the company.
Sec. 46. If the debts and liabilities of the corporation shall still when court remain unsatisfied, the court shall proceed to ascertain or cause to ascertain rebe ascertained the respective liabilities of the directors or other bilities of superintending officers, and of the stockholders, and to decree the others. amount payable by the whole, or each separately, as the case, may require, and enforce such decree, as in other cases.
Sec. 47. The chancellor shall have jurisdiction over directors, Chancellor managers and other trustees and officers of corporations,
First. To compel them to account for their official conduct, in the management and disposition of the funds and property com-se mitted to their charge.
Second. To decree and compel payment by them to the cor. poration which they represent, and to its creditors, of all sums of money, which they may have acquired to themselves or transferred to others, or may have lost or wasted by any violation of their duties as directors, trustees, &c.
Third. To suspend any such trustee or officer from exercising his office, whenever it shall appear he has abused his trust.
Fourth. To remove any such trustee or officer from his office upon proof or conviction of gross misconduct.
Fifth. To direct new elections to be held by the body or board, duly authorized, to supply vacancies occasioned by such removal.
Sixth. To set aside all alienations of property made by the directors, trustees, or any other officer of a corporation contrary to law, or for other purposes than the lawful business and objects of such corporation, in all cases where the transferee knew or had notice of the purpose for which the same was made : and
Seventh. To restrain and prevent such alienation, in cases
diction over directors and other officers for certain purpo
At whose instance proceedings to be instituted under last section.
poration deemed to have surrendered its franchises.
cure debts of banking associations.
where it may be threatened or there may be good reason to apprehend it will be made.
Sec. 48. The jurisdiction conferred by the preceding section, ted shall be executed as in ordinary cases, upon bill or petition, as the
case may require, at the instance of the attorney general, in behalf of the people of the state, or at the instance of any creditor, or of any director, trustee or other officer of such corporation,
having a general superintendence of its concerns. When.cor- Sec. 49. Whenever any incorporated company shall have
m. remained insolvent, or shall have neglected or refused to pay its
notes or other evidences of debt, or shall have suspended the proper and legitimate business of such corporation for one whole year, it shall, in either case, be deemed to have surrendered its rights, privileges, and franchises, and shall be adjudged to be dissolved.
Sec. 50. Whenever proceedings shall have been instituted given to see under this act, or the “Act to provide for proceedings in chancery
against corporations, and for other purposes,” &c. with a view to effect the dissolution of any banking incorporation whose debts and liabilities are secured by mortgage upon real estate, in favor of the auditor general, under the provisions of the “Act to amend an act entitled “An act to organize and regulate banking associations, and for other purposes,'” it shall be lawful, and shall be the duty of the auditor general, to execute proper and sufficient releases of the whole or a portion of the mortgages given to secure the payment of the debts and liabilities of any such banking incorporation in the cases and under the limitations prescribed in the
next succeeding sections. Bank com’rs Sec. 51. Before such releases shall be executed in any case, general to there shall be filed with the auditor general, the written assent of
a bank commissioner, or of the attorney general, to the release of the securities in the case, specifying what amount of the mortgages may be properly released, and a statement in writing setting forth that it has been shown to the satisfaction of such bank commissioner or attorney general, either
First. That there are assets and property enough belonging to such corporation to pay all the debts and liabilities outstanding against the same, together with the costs and expenses of closing up its concerns, and that the faithful application of the proceeds of such property and assets to the redemption of the debts and
Bank com'rs or attorney
give written consent to release.