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§ 974. This chapter embraces all corporations, including in such designation, all associations having any corporate rights, whether created by special acts of legislation, or under general laws; except that no part of the chapter, other than the next section, extends to a municipal, or religious corporation, or to a corporation for a public library, a cemetery, an academy, or a society for literary or charitable purposes, or for the encouragement of the fine arts, unless such corporation has by its charter, or the law of its organization, shares or stock, from which, in some contingency, a dividend may be made.

The term corporation as used in the constitution and laws of this state in general, includes municipal bodies with corporate powers. These and the other corporations specially exempted in this section, are not clearly within the policy of the provisions of this chapter, though by the terms of the Revised Statutes. vol. 2, p. 466, sec. 57, only religious societies, incorporated libraries, and Lancasterian schools are specially exempted.

§ 975. A foreign corporation cannot maintain an action in this state, upon an obligation or liability, arising out of, or in consideration of an act, which is contrary to the law or policy of this state, or which is thereby forbidden, in respect to corporations or associations therein, whose general business is similar to that of such foreign corporation.

§ 976. When judgment is rendered against a bank, or banking association, for any bill or other contract, for the absolute payment of money, payment of which has

been refused, on presentment at the bank, or place of business of the defendant, the plaintiff may recover interest, at the rate of ten per cent a year, from the time of such refusal, unless in the act of incorporation, a different rate of interest, or measure of damages, has been prescribed.

§ 977. A corporation may be restrained by injunction, provisional or final, from exercising any function or doing any act not allowed by law. Such injunction may be granted upon the application of the attorney general, or other officer authorized by statute, on satisfactory evidence that the corporation has usurped, exercised or claimed a franchise, privilege, or other corporate right, not authorized by law, or has done or suffered some other act, by which its corporate existence or rights have become forfeited, or may by authority of law, be terminated.

§ 978. The supreme court has jurisdiction over all corporations, and the directors, managers, trustees and other officers thereof,

1. To compel an officer to account for his official conduct in the management and disposition of its business or property:

2. To suspend an officer from exercising his functions, when it appears that he has abused his trust:

3. To compel the payment, or delivery, by an officer to such corporation, or to its creditors, of any money

or property of such corporation, or the avails thereof, in his hands, or to pay the value of, or to deliver over, any property he may have misapplied, or wasted, or acquired to himself, or withheld, in violation of his duty:

4. To remove an officer from his office on proof of gross misconduct :

5. To direct a new election to be held, to supply a vacancy, occasioned by such removal or otherwise :

6. In case such vacancy cannot be filled by the corporation, then to report the facts to the governor, who is hereby authorized to fill it:

7. To set aside alienations of property made by an officer contrary to the provisions of law, or for purposes foreign to the business of the corporation, in cases where it may be done, without injustice to the purchaser or holder:

8. To prevent the improper alienation or disposition of property, where there is reason to apprehend it will be made.

But this jurisdiction does not deprive any corporate body, or public officer, of visitatorial power over any corporation.

§ 979. The jurisdiction conferred by the last section. can only be exercised on the application of an authorized public officer, or of a creditor or stockholder, and the proceedings must be by action, in all proper cases; in other cases, by motion.

§ 980. Whenever the affairs of a corporation are closed by the supreme court, (except on a judgment, obtained by a creditor for the satisfaction of a debt,) the creditors are entitled to be paid rateably in proportion to the amount of their respective demands, as ascertained under the direction of the court, except, that, in case of the insolvency of a bank or banking association, the bill-holders thereof are entitled to preference in payment over other creditors.

§ 981. A corporation may be adjudged to have forfeited its corporate rights, in either of the following cases:

1. When it has for one year neglected to pay its notes, or other evidences of debt, or has, for that period, suspended its ordinary and lawful business:

2. When, having banking powers, or authority to make loans on pledges or deposits, or to make insurance, it violates any of the provisions of the act under which it is incorporated, or of any other law.

§ 982. Any corporation mentioned in the last section, may be restrained by injunction from the further exercise of its corporate rights, and from receiving, paying, transferring, or delivering any money or other property, until the court otherwise order; and in that case, a receiver of the corporate property may be appointed. Such injunction may be granted in an action brought by the attorney general, in behalf of the state, to close the business of the corporation, or by a creditor or stockholder, in an action to have such forfeiture adjudged.

§ 983. If the action be brought by a creditor of a corporation, whose directors, officers or stockholders are, by law, personally liable for its debts, either absolutely or in any contingency, they may be made parties to the action, cither at its commencement or subsequently, for the purpose of enforcing such liability.

§ 984. When a judgment has been rendered in such action, whether brought by the attorney general, or by a stockholder or creditor, and the directors, officers or stockholders are personally liable for the debts, and have not been made parties, any creditor may commence an action, founded upon such judgment, to enforce the liability; and in such action, the former judgment is conclusive evidence of the matters therein adjudged.

§ 985. Whenever an execution, issued on a judgment against a corporation, is returned unsatisfied in whole or in part, by the sheriff of the county, where the principal office or place of business of the corporation is situated, and whenever a corporation is adjudged to have forfeited its corporate rights, the court must cause its affairs to be closed, its debts collected, its property converted into money, and its creditors paid in proportion to the amount of their respective debts, in the order provided in the case of a voluntary dissolution of a corporation, except that the bill holders of an insolvent bank or banking association, must be preferred, as provided in section 980.

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