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and also for the delivery of all books and papers touching the affairs of the corporation, which order may be enforced by process, or by its terms operate as a conveyance and transfer. 47 V. 15, $ 2; S. & C. 365.
$ 5678. Trustees appointed succeed to rights of prede
cessors The trustees so appointed; and all successors of such trustees, shall succeed to all the rights vested in their predecessors, whether trustees or assignees: and all securities and effects by them held or acquired, and all judgments recovered, whether in favor of the corporation to which they succeed, or in the names of the trustees of such corporation, shall inure to the succeeding trustees, and pass by operation of law as fully as if the same were assigned. 47 v. 15, $ 3; S. & C. 365.
$ 5679. No action shall abate by dissolution of corpora
tionNo action pending in any court in favor of or against any corporation shall be discontinued or abate by the dissolution of the corporation, whether the dissolution occur by the expiration of its charter or otherwise; but all such actions may be prosecuted to final judgment by the creditors, assignees, receivers, or trustees having the legal charge of the assets of the corporation, in its corporate name. 41 v. 52, § 1; 40 v. 67, $ 14; S. & C. 363, 364.
For decisions under the former statutes, see Miami Exporting Company y. Gano, 13 Ohio 269; Stetson v. Bank, 2 Ohio St. 167; Same v. Same, 12 Ohio St. 577; Renick v. Bank, 13 Ohio, 298.
$ 5680. Judgments by or against such corporations may
be enforcedUpon all judgments in favor of or against any such corporation, whether such judgments exist at the time of the dissolution, or are obtained afterward in actions pending at the time of the dissolution, execution may be had, and satisfaction or performance of the same enforced, by the creditors, assignees, receivers, or trustees, having the legal charge of the assets of the dissolved corporation, in the corporate name of the dissolved corporation. 41 v. 52, § 2; S. & C. 364.
$ 5681. Title to property of corporation to pass to trus
teesThe title to all real estate belonging to any such corporation shall, at the time of the dissolution of the same, pass to the trustees of the corporation, who may sell and dispose of the same in such manner, and upon such terms, as they deem best for the interest of the creditors and stockholders, and, upon any such sale, make a good and sufficient deed therefor. 41 v. 52, $4; S. & C. 364.
$ 5682. Trustees personally liable for an abuse of trust
The trustees of any such corporation shall be subject to the control of the court of common pleas, and be liable to be sued on behalf of any person interested, on account of any neglect or omission of duty, or abuse of trust; in case of the removal of any such trustee by the court for an abuse of trust, it may appoint a suitable person to fill the vacancy; and any such trustee may, for reasonable cause, upon the application of any creditor or stockholder, be required by the court to give bond and security, in such amount, and subject to such conditions, as it may direct. 41 v. 52, S 5; S. & C. 364.
$ 5683. Dissolved corporation may prosecute action in its
own nameA corporation may, at any time after its dissolution, whether the dissolution occur by the expiration of its charter or otherwise, prosecute any action in and by its corporate name, for the use of the party entitled to receive the proceeds of such action, upon any and all causes of action accrued, or which, but for such dissolution, would have accrued, in favor of the corporation, in the same manner, and with the like effect, as if it were not dissolved. 48 v. 90, $ 1; S. & C. 365.
$ 5684. May be sued by corporate name-Service of pro
Any such dissolved corporation may be sued by its corporate name, for or upon any cause of action accrued, or which, but for the dissolution, would have accrued against it, in the same manner, and with the like effect, as if it were not dissolved; and all process by which an action is instituted against such corporation may be served by the sheriff, or other proper officer, by delivering to any one of the assignees, trustees, receivers, or persons having charge of its assets, a copy thereof, or by leaving such copy at the residence of any such assignee, trustee, receiver, or person. 48 v. 90, § 2; S. & C. 366.
Corporation remains liable, notwithstanding dissolution, in damages for wrongful discharge of an agent before dissolution on petition of its stockholders. The Tiffin Glass Co. v. Stoehr, 54 Ohio St. 157.
$ 5685. Judgments for or against may be revived
Judgments in favor of or against a dissolved corporation, whether rendered before or after its dissolution, and which become dormant, may be revived in favor of or against it, as the case may be, in and by its corporate name, in the same manner, and with the like effect, as if the corporation were not dissolved; and in all cases of such judgments against any such corporation, the writ of summons or other process shall be served in the manner prescribed in section fifty-six hundred and eighty-four. 48 v. 90, $ 3; S. & C. 366.
$ 5686. Error may be prosecuted on judgments for or
againstPetitions in error upon judgments may be prosecuted in favor of or against any such dissolved corporation, and by its corporate name, in the same manner, and with the like effect, as if it were not dissolved; and process thereon against it shall be served in the manner prescribed in section fifty-six hundred and eighty-four. 48 v. 90, § 4; S. & C. 366.
$ 5687. Directors may appoint trustees to settle affairs of
corporationThe board of directors or other officers having the control and management of any corporation in this state, may appoint three trustees to adjust and settle the affairs of such corporation, and the trustees so appointed shall be authorized to use the corporate name of the corporation, for such period as may be necessary for the adjustment and settlement of its affairs, by suit or otherwise. 50 v. 272, § 2; S. & C. 367.
$ 5688. Remova and duties of trustees
The trustees so appointed shall report annually to the stockholders of the corporation a full and succinct statement of its affairs; and a majority in interest of the stockholders may remove a trustee, or appoint a person to a vacancy occasioned by death, resignation, or removal of a trustee.
50 v. 272, SS 3, 4; S. & C. 367.
$ 5855. Proceeding to change name of corporation
The directors or trustees of a corporation incorporated in this state may file a petition in the court of common pleas of the county in which its principal office is located, or, if it has no principal office, in the county in which it is situate, for a change of name of such corporation; and the court, upon being satisfied that thirty days' notice of the object and prayer of the petitioners has been given, by publication in a newspaper of general circulation in the county, and upon good cause shown, shall order the change of name as prayed for. 51 V. 293, SS 1, 2; 50 V. 274, § 77; S. &. C. 309, 317.
$ 5856. Copy of order to be filed, and publication made
A copy of the order of court shall be filed with the secretary of state, if the articles of incorporation were filed in his office, or with the recorder of the county, if the certificate was filed in his office; and in either case a copy of the order shall be published in some newspaper of general circulation in the county.
51 v. 293, S 3; 50 v. 274. .$ 77; S. & C. 309, 317.
$ 5857. Effect of change of name of corporation
When the provisions of the last section have been complied with, such corporation shall thereafter be known by such new name, and shall have all the powers, and be subject to the same restrictions, as if no change of name had been made; and no such change of name shall affect the rights of such corporation, or of any individual, or other corporation. 51 v. 293, S 4; 50 v. 274, $ 77; S. & C. 309, 317.
§ 6760. When proceedings in quo warranto may be insti.
tuted against a personA civil action may be brought in the name of the state
1. Against a person who usurps, intrudes into, or unlawfully holds or exercises, a public office, civil or military, or a franchise, within this state, or an office in a corporation created by the authority of this state.
2. Against a public officer, civil or military, who does or suffers an act which, by the provisions of law, works a forfeiture of his office.
3. Against an association of persons who act as a corporation within this state without being legally incorporated. 36 v. 68, S I; S. & C. 1264.
It is not necessary that the association, or persons composing it, avow a purpose to act as a corporation, or assume to do so; it is sufficient if the acts are such as appertain to corporations, or are done after the manner of corporations. State v. Ackerman, 57 Ohio St. 163.
$ 6761. Quo warranto against a corporation
A like action may be brought against a corporation
1. When it has offended against a provision of an act for its creation or renewal, or any act altering or amending such acts.
2. When it has forfeited its privileges and franchises by nonuser.
3. When it has committed or omitted an act which amounts to a surrender of its corporate rights, privileges and franchises.
4. When it has misused a franchise, privilege, or right conferred upon it, by law, or when it claims or holds by contract or otherwise, or has exercised a franchise, privilege, or right in contravention of law. 78 O. L. 43; S. & C. 1266.
For procedure in such cases, and rights and duties of stockholders, see sections 6762 to 6793.
Where a railroad company builds a line unsuited to public wants, but adapted only to coal mines in which its stockholders are interested, it has misused its powers, etc. State v. Ry. Co., 40 Ohio St. 504.
Whether corporation should be ousted for misuse of its franchise, is for sound discretion of the court. State v. People's Mut. Ben. Ass'n, 42 Ohio St. 579; State v. Capital City Dairy Co., 43 B. 353. Ouster is limited to five years from commission of the offense. State v. R. R. Co., 50 Ohio St. 239.
Fixing a rate of freight for oil in tank cars, lower than the rate in barrels of car load lots, is exercising “a franchise, privilege or right in contravention of law." State v. Ry. Co., 47 Ohio St. 130. That such rate relates to inter-state traffic, does not prevent the court from correcting the inisuser or usurpation. 16.
When a foreign corporation, doing business in this state, is exercising its franchises in contravention of the laws thereof, it may be ousted therefrom