TITLE How far evidence. How compelled. To exonerate from prosecu to answer a bill filed to obtain any discovery, in the last section specified, notwithstanding such answer may expose the corporation of which he is a member, to a forfeiture of its corporate rights, or any of them. $53. The answers of the officers and agents of any corporation, shall be evidence against the corporation in the same manner and to the same extent, as if such answers had been given upon an examination of such officers as witnesses in the cause, and such officers may subsequently be examined as witnesses by either party under the order of the court. $ 54. But no such answer shall be compelled, unless by the special order of the chancellor, on a hearing of the parties, or by the consent, in writing, of the attorney-general. $55. Every person so answering, shall be wholly exempted and tion. exonerated from any indictment or other criminal prosecution, and from every action for any penalty or forfeiture, for any act done or omitted, the doing or omission of which shall have been so confessed by such answer. $56. Whenever any bill shall be filed, or any application made against any corporation, its directors or other superintending officers, or its stockholders, according to the provisions of this Title, the court may, by injunction, on the application of either party, and at any stage of the proceedings, restrain all proceedings at law, by any creditor, against the defendants in such suit; and whenever it shall appear necessary or proper, may order notice to be published, in such manner as the court shall direct, requiring all the creditors of such corporation to exhibit their claims and become parties to the suit, within a reasonable time, not less than six months from the first publication of such order, and in default thereof, to be precluded from all benefit of the decree which shall be made in such suit, and from any distribution which shall be made under such decree. $ 57. The provisions of this Article shall not extend to any incorporated library society; to any religious corporation; or to any Lancasterian or select school, incorporated by the regents of the university, or by the legislature. ARTICLE THIRD. Of the Voluntary Dissolution of Corporations. Szc. 58. When directors, &c. of corporations may apply for their dissolution. 60. Statements to be verified by affidavit. 61. Order to show cause, when to be entered. 62. Notice of such order how to be published. 63. Master to take testimony and report to court. 64. Master to have original petition and schedules. 65. When decree for dissolving, to be made; receivers, &c. 66. Who may be receivers; security to be given. 67 & 88. Rights, interest and authority of receivers. SEC. 69. To prosecute stockholders for arrears on their stock. 70. Notice to be given by receivers; its contents. 71. Acts of corporation after presenting petition, void. 72. Debtors to account to receivers; their powers to discover debts, &c. 73. Power of receivers to refer controversies; proceedings. 74. Duties of receivers; to call meetings of creditors, &c. 75. Subsisting contracts how cancelled. 76. Commissions to be allowed to receivers. 77. To retain monies to cancel subsisting contracts. 78. Also to meet recovery in suits pending. 79. Order of payment of debts. 80. Second and final dividend when to be made, how notified. 84. Application of monies retained to meet suit. 85. Power of court of chancery over receivers. 86. When to render account on oath to court. 87. Notice of intent to render, when and how to be published. 88. Duty of master to whom account is referred. 89. Settlement of account by court, its effect; further accounts, &c. ART. 3. apply for dis $58. Whenever the directors, trustees or other officers having the Who may management of the concerns of any corporation, or the majority of solution. them, shall discover that the stock, property and effects of such corporation have been so far reduced by losses or otherwise, that it will not be able to pay all just demands to which it may be liable, or to afford a reasonable security to those who may deal with such corporation, or whenever such directors, trustees or officers, or a majority of them, shall, for any reason, deem it beneficial to the interests of the stockholders, that such corporation should be dissolved, they may apply to the court of chancery, by petition, for a decree dissolving such corporation, pursuant to the provisions of this Article.24 application $59. Every such application shall contain a statement of the rea- Contents of sons which induce the applicants to desire a dissolution of the corpo- to be annexration, and there shall be annexed thereto, ed, estate, 1. A full, just and true inventory of all the estate, both real and Inventory of personal, in law and equity, of such corporation, and of all the books, vouchers and securities relating thereto : the stock and 2. A full, just and true account of the capital stock of such corpo- Account of ration, specifying the names of the stockholders, their residence when its owners. known, the number of shares belonging to each, the amount paid in upon such shares respectively, and the amount still due thereon: 3. A statement of all incumbrances on the property of such corpo- of incumration by judgment, mortgage, pledge or otherwise : brances. creditors and their resi dence. 4. A full and true account of all the creditors of such corporation, Account of and of all engagements entered into by such corporation, which may not have been fully satisfied or cancelled; specifying the place of residence of each creditor and of every person to whom such engagements were made, if known, and if not known, the fact to be so stat (24) Laws of 1817, p. 150, § 1. TITLE 4 ed; the sum owing to each creditor; the nature of each debt or demand; and the true cause and consideration of such indebtedness, in each case.25 Affidavit, Order to show cause. How publish. ed. Proceedings $60. To every such petition, there shall also be annexed an affidavit of the applicants, that the facts stated in such application, and the accounts, inventories and statements contained therein or annexed thereto, are just and true, so far as such applicants respectively know or have the means of knowing.25 $61. Upon such petition, accounts, inventories and affidavit being filed, an order shall be entered requiring all persons interested in such corporation, to show cause, if any they have, why such corporation should not be dissolved, before some master of the court, to be named in such order, at some time and place therein to be specified, not less than three months from the date thereof.26 $62. Notice of the contents of such order shall be published, once in each week, for three weeks successively, in the state paper, and in a newspaper published in the county where the principal place of conducting the business of such corporation shall be situated. $63. On the day appointed in such order, such master shall proof master ceed to hear the allegations and proofs of the parties, and shall take testimony in relation thereto, and shall, with all convenient speed, report the same to the court, with a statement of the property, effects, debts, credits and engagements of such corporation, and of all other matters and things pertaining to the affairs of such corporation. To have petition, &c. When corporation to $ 64. Such master shall be entitled to the use of the original petition and schedules annexed thereto, if he require the same, by an order on the clerk or officer of the court with whom they may be deposited, and shall return the same, with his report. $65. Upon the coming in of the report of the master, if it shall Bedsolved. appear to the court that such corporation is insolvent, or that for any reason, a dissolution thereof will be beneficial to the stockholders, and not injurious to the public interest, a decree shall be entered dissolving such corporation, and appointing one or more receivers of its estate and effects; and such corporation shall thereupon be dissolved, and shall cease.27 $ 66. Any of the directors, trustees or other officers of such corporation, or any of its stockholders, may be appointed receivers, who, before entering upon the duties of their appointment, shall give such security to the people of this state, and in such penalty, as the court shall direct, conditioned for the faithful discharge of the duties of their appointment, and for the due accounting for all monies received by them. (25) Laws of 1817, p. 150, § 2. (26) Ib. § 3. (27) Ib. § 4. $67. Such receivers shall be vested with all the estate, real and personal, of such corporation, from the time of their having filed the security herein before required, and shall be trustees of such estate for the benefit of the creditors of such corporation and of its stockhold ers. ART. 3. Their rights. $68. Such receivers shall have all the power and authority, con- Their author ferred by law upon trustees to whom an assignment of the estate of ity. insolvent debtors may be made, pursuant to the provisions of the fifth Chapter of the Second Part of the Revised Statutes. for arrears of $69. If there shall be any sum remaining due upon any share of To prosecute stock subscribed in such corporation, the receivers shall immediately stock. proceed and recover the same, unless the person so indebted shall be wholly insolvent; and for that purpose may file their bill in the court of chancery, or may commence and prosecute an action at law, for the recovery of such sum, without the consent of any creditors of such corporation. tice of ap &c. $70. The receivers, immediately on their apppointment, shall To give nogive notice thereof, which shall contain the same matters required by pointment, law in notices of trustees of insolvent debtors; and in addition thereto, shall require all persons holding any open or subsisting contract of such corporation, to present the same in writing and in detail to such receivers, at the time and place in such notice specified; which shall be published for three weeks in the state paper and in a newspaper printed in the county where the principal place of conducting the business of such corporation shall have been situated. &c void. $71. All sales, assignments, transfers, mortgages and conveyances Certain sales, of any part of the estate, real or personal, including things in action, of every such corporation, made after the filing of the petition for a dissolution thereof, in payment of, or as a security for, any existing or prior debt, or for any other consideration, and all judgments confessed by such corporation after that time, shall be absolutely void as against the receivers who may be appointed on such petition, and as against the creditors of such corporation. account to $ 72. After the first publication of the notice of the appointment of Debtors to receivers, every person having possession of any property belonging receivers. to such corporation, and every person indebted to such corporation, shall account and answer for the amount of such debt and for the value of such property to the said receivers; and all the provisions of law, in respect to trustees of insolvent debtors, the collection and pre- receivers. servation of the property of such debtors, the concealment and discovery thereof, and the means of enforcing such discovery, shall be applicable to the receivers so appointed, and to the property of such corporation. Power of $73. Such receivers shall have the same power to settle any con- Referring troversy that shall arise between them and any debtors or creditors of controver sies. TITLE 4 such corporation, by a reference, as is given by law to trustees of insolvent debtors; and the same proceedings for that purpose shall be had, and with the like effect; and application for the appointment of referees may be made to any officer authorised to appoint such referees on the application of trustees of insolvent debtors, who shall proceed therein in the same manner; and the referees shall proceed in like manner, and file their report with the like effect in all respects. $74. The receivers shall be subject to all the duties and obligabe called, &c. tions by law imposed on trustees of insolvent debtors, so far as they may be applicable, except where other provisions shall be herein made. They shall call a general meeting of the creditors of such corporation, within four months from the time of their appointment, when all accounts and demands for and against such corporation, and all its open and subsisting contracts, shall be ascertained and adjusted as far as may be, and the amount of monies in the hands of the receivers declared. Meetings of creditors to Subsisting contracts. Receivers' commissions. To retain certain mo nies. Ib. to meet suits. Order of payment of debta. $75. If there shall be any open and subsisting engagements or contracts of such corporation, which are in the nature of insurances or contingent engagements of any kind, the receivers may, with the consent of the party holding such engagement, cancel and discharge the same, by refunding to such party the premium or consideration paid thereon by such corporation, or so much thereof as shall be in the same proportion to the time which shall remain of any risk assumed by such engagement, as the whole premium bore to the whole term of such risk; and upon such amount being paid by such receivers to the person holding or being the legal owner of such engagement, it shall be deemed cancelled and discharged as against such receivers. not $76. Such receivers shall, in addition to their actual disbursements, be entitled to such commissions as the court shall allow, exceeding the sum allowed by law to executors or administrators.28 $77. The receivers shall retain out of the monies in their hands, a sufficient amount to pay the sums, which they are herein before authorised to pay, for the purpose of cancelling and discharging any open or subsisting engagements. $78. If any suit be pending against the corporation or against the receivers, for any demand, the receivers may retain the proportion which would belong to such demand if established, and the necessary costs and proceedings, in their hands, to be applied according to the event of such suit, or to be distributed in a second or other dividend.29 $79. The receivers shall distribute the residue of the monies in their hands, among all those who shall have exhibited their claims as creditors, and whose debts shall have been ascertained, as follows: (23) Laws of 1821, p. 141, § 1. (29) Ib. § 3. |