Trustees or other officers of any corporation, contrary to the provisions of law, or for purposes foreign to the lawful business and objects of such corporation, in cases where the person receiving such alienation knew the purpose for which the same was made; and: 8. To restrain and prevent any such alienation in cases where it may be threatened, or there may be good reason to apprehend that it is intended to be made. last Section. (4850.) SEC. 4. When any of the visitatorial powers Construction of enumerated in the preceding section, over any corporation, are or shall be vested, by statute, in any corporate body or public officer, the provisions of that section shall not be construed to divest or impair the powers so vested. execute powers. (4851.) SEC. 5. The jurisdiction conferred by the third Proceedings to section of this chapter, shall be exercised as in ordinary cases, on bill or petition, as the case may require, or as the Court may direct, at the instance of the Attorney General prosecuting in behalf of the People of this State, or at the instance of any creditor of such corporation, or at the instance of any Director, Trustee or other officer of such corporation, having a general superintendence of its concerns. (4852.) SEC. 6. Whenever a judgment at law, or a decree Sequestrating in Chancery, shall be obtained against any corporation, incor- erty." porated under the laws of this State, and an execution issued thereon shall have been returned unsatisfied in part or in whole, upon the petition of the person obtaining such judgment or decree, or his representatives, the Circuit Court within the proper county may sequestrate the stock, property, things in action and effects of such corporation, and may appoint a Receiver of the same. Corporate prop decree. (4853.) SEC. 7. Upon a final decree on any such petition, Distribution upon the Court shall cause a just and fair distribution of the property of such corporation, and of the proceeds thereof, to be made among the fair and honest creditors of such corporation, in proportion to their debts respectively, who shall be paid in the same order as provided in the next succeeding chapter, in the case of a voluntary dissolution of a corporation. (4854.) SEC. 8. Whenever any incorporated company shall Surrender of Cor have remained insolvent for one whole year, or for one year shall have neglected or refused to pay and discharge its notes or other evidences of debt; or for one year shall have suspended the ordinary and lawful business of such corporation; it shall be deemed to have surrendered the rights, porate rights. Proceedings against certain 2 do. 451. Who may apply for injunetion, etc. Court may appoint Receivers. Powers and obli gations of Receiv ers. privileges and franchises granted by any act of incorporation, or acquired under the laws of this State, and shall be adjudged to be dissolved. (4855.) SEC. 9. Whenever any corporation having banking powers, or having the power to make loans, on pledges or deposits, or authorized by law to make insurances, shall become insolvent or unable to pay its debts, or shall neglect or refuse to pay its notes or evidences of debt on demand, or shall have violated any of the provisions of its act or acts of incorporation, or of any other act binding on such corporation, any Court having equity jurisdiction may, by injunction, restrain such corporation and its officers, from exercising any of its corporate rights, privileges or franchises, and from collecting or receiving any debts or demands, and from paying out or in any way transferring or delivering to any person, any of the moneys, property or effects of such corporation, until such Court shall otherwise order. (4856.) Sec. 10. Such injunction may be issued on the application of the Attorney General in behalf of the People of this State, or on the application of any creditor or stockholder of such corporation, upon bill or petition, filed for that purpose, and upon due proof of any of the facts in the last section required, to authorize the issuing of the same. Whenever such injunction shall issue against any bank, for any violation. of its charter, on the application of any creditor, the Court shall proceed to final decree in such case, and adjudge a forfeiture if the proof is sufficient, notwithstanding such creditor may settle with such corporation, and relinquish his claim against said corporation, and in all such cases the Attorney General, under the direction of the Governor, or any creditor, shall have the right to appear and prosecute such suit, and such suit shall not be discontinued if either of them so appear and prosecute such suit to final judgment. (4857.) SEC. 11. Upon such application being made, and in any stage of the proceedings thereupon, the Court may appoint one or more Receivers, to take charge of the property and effects of such corporation, and to collect, sue for and recover the debts and demands that may be due, and the property that may belong to such corporation, who shall, in all respects, be subject to the control of the Court. (4858.) SEC. 12. Such Receivers shall possess all the powers and authority conferred, and be subject to all the obligations 8 Comstock, 418. and duties imposed in the next succeeding chapter, upon 4 Paige, 224. Receivers appointed in case of the voluntary dissolution of a corporation. ers, etc., may be (4859.) SEC. 13. If such application be made by a creditor of When stockholdany corporation, whose Directors or stockholders are made made parties. liable by law for the payment of such debt in any event or contingency, such Directors or stockholders may be made parties to the bill or petition, either on the filing thereof, or in any subsequent stage of the proceedings, whenever it shall become necessary to enforce such liability. etc., parties after (4860.) SEC. 14. If any creditor of a corporation desire to Making Directors, make such Directors or stockholders parties to the suit, after decree. a decree therein against the corporation, he may do so, on filing a supplemental bill against them, founded upon such decree, and if such decree was rendered in a proceeding instituted. by the Attorney General, such creditor may, on his application, be made complainant therein, with or instead of the Attorney General, and may, in like manner, make the Directors and stockholders sought to be charged, defendants in such suit. holders, etc. (4861.) SEC. 15. Whenever any creditor of a corporation Bill against stockshall seek to charge the Directors, Trustees or other superintending officers of such corporation, or the stockholders thereof, on account of any liability created by law, he may file his bill for that purpose in any Court having Chancery jurisdiction, which shall possess jurisdiction to enforce such liability. thereon. (4862.) SEC. 16. The Court shall proceed thereon as in other Proceedings cases, and when necessary, shall cause an account to be taken of the property and debts due to and from such corporation, and shall appoint one or more Receivers, who shall possess all the powers conferred, and be subject to all the obligations imposed on Receivers, by the next succeeding chapter, in case of the voluntary disolution of a corporation. Corporation be (4863.) SEC. 17. But if, on the coming in of the answer, or Proceedings if upon the taking of any such account, it shall appear that such insolvent. corporation is insolvent, and that it has no property or effects to satisfy such creditor, the Court may proceed, 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. property. (4864.) SEC. 18. Upon a final decree being made upon any Distribution of such application to restrain a corporation, or upon any such bill filed against Directors or stockholders, the Court shall When stockholders compelled to by them. cause a just and fair distribution of the property of such corporation, and of the proceeds thereof, to be made among its fair and honest creditors, in the order and in the proportions prescribed by the next chapter, in the case of a voluntary dissolution of a corporation. (4865.) SEC. 19. In all cases in which the Directors or other pay on stock held officers of a corporation, or the stockholders thereof, shall have been made parties to a suit in which a decree shall be rendered, if the property of such corporation shall be 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. Enforcing payment by Directors, etc. Discovery by Cor- Discovery by officers, etc. Answers, how far evidence, and (4866.) SEC. 20. If the debts of the company shall remain unsatisfied, the Court shall proceed to ascertain the respective liabilities of the Directors or other officers, and of the stockholders, and to decree the amount payable by each, and enforce such decree as in other cases. (4867.) SEC. 21. Upon any application to the Court having jurisdiction, in any of the cases provided in this chapter, such Court may compel such corporation to discover any stock, property, things in action or effects alleged to belong, or to have belonged to it, the transfer and disposition thereof, and the consideration, and all the circumstances of such disposition. (4868.) SEC. 22. Every officer, agent or stockholder of any corporation, against which proceedings shall be instituted, according to the provisions of this chapter, and every person to whom it shall be alleged that any transfer of any property or effects of such corporation has been made, or in whose possession or control any such property or effects shall be alleged to be, may be compelled, in the discretion of the Court, to answer a bill filed to obtain any discovery in the preceding 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. (4869.) SEC. 23. The answers of the officers and agents of how compelled. 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 or agents, as witnesses in the cause, and such officers or agents may subsequently be examined as witnesses by either party, under the order of the Court, but no such answer shall be compelled, unless by special order of the Court. to be used on in (4870.) SEC. 24. Neither the answer of any such officer or Answer, etc., not agent, nor his testimony upon any such subsequent examina- dictment. tion, shall be used as evidence upon any indictment, or other criminal prosecution or proceeding against him. ings at Law. (4871.) SEC. 25. Whenever any bill shall be filed, or any Staying proceedapplication made against any corporation, its Directors or other superintending officers, or its stockholders, according to the provisions of this chapter, 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. tions excepted. (4872.) SEC. 26. The provisions of this chapter shall not Certain Corporaextend to any incorporated Library or Lyceum Society; to any 3 Paige, 303. Religious Corporation, or any incorporated Academy or select school; nor to the proprietors of any Burying Ground incorporated under the laws of this State. CHAPTER CXLVI. OF THE VOLUNTARY DISSOLUTION OF CORPORATIONS, AND OF THE ABATEMENT OF SUITS BY AND AGAINST THEM. |