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book kept in his office for recording certificates of incorporation. In effect Jan. 1, 1896; L. 1895, ch. 946.
§ 2415. [Amended, 1894.] When change to take effect. - If the order shall be fully complied with, and within forty days after the making of the order, an affidavit of the publication thereof shall be filed and recorded in the office in which the order is entered, and in each office in which certified copies thereof are required to be filed, if any, the petitioner shall, on and after the day specified for that purpose in the order, be known by the name which is thereby authorized to be assumed, and by no other name. No proceedings heretofore had under sections two thousand four hundred and fourteen and two thousand four hundred and fifteen of the code of civil procedure for the change of the name of a corporation, shall be invalid by reason of the non-filing of an affidavit of the publication of the order changing such name within twenty days from the date thereof.
In effect April 4, 1894 ; Laws 1894, ch. 264.
§ 2416. Substitution of new name in pending action or proceeding.–An action or special proceeding, civil or criminal, commenced by or against a per, son whose name is so changed shall not abate, nor shali any relief, recovery or other proceeding therein be prevented, impeded or impaired in consequence of such change of name. The plaintiff in the action or the party instituting the special proceeding, or the people, as the case requires, may, at any time, obtain an order amending any of the papers or proceedings therein, by the substitution of the new name, without costs and without prejudice to the action or proceeding,
§ 2417. Reports by clerks to state officers. -The clerk of each county and of each court, shall annually, in the month of December, report to the secretary of state all changes of names of individuals or of corporations, which have been made in pursuance of orders filed in their respective offices during the past year and since the last previous report, and also report in like manner to the superintendent of banks all changes of the names of banking corporations, and to the superintendent of insurance all changes of names of corporations authorized to make insurances. The secretary of state must cause to be published, in the next volume of the session laws, a tabular statement showing the original name of each person and corporation
and the name which he or it has been authorized to
In effcct April 13, 1893; Laws 1893, ch. 366.
§ 2418. [Apparently dropped; covered by section 2417; also repealed Jan. 1, 1896; L. 1895, ch. 946.]
Proceedings for the voluntary dissolution of a corporation
$ 2419. (Amended, 1895.] When a majority of directors, etc., may petition for dissolution.— If a majority of the directors, trustees, or other officers, having the management of the concerns of a corporation created by or under the laws of the state, discover that the stock, effects, and other property thereof are not sufficient to pay all just demands, for which it is liable, or to afford a reasonable security to those who may deal with it; or if, for any reason, they deem it beneficial to the interests of the stockholders, that the corporation should be dissolved; they may present a petition, to the supreme court, praying for a final order dissolving the corporation, as prescribed in this title. In effect Jan. 1, 1896 ; L. 1895, ch. 946.
2 R. S. 467, $ 58 (2 Edm. 488). New York Marbled Iron Works v. Smith, 4 Duer, 362 ; Nimmons v. Tappan, 2 Sweeney, 262; Matter of Niagara Ins. Co., 1 Paige, 258; see Abbottv. American Hard Rubber Co., 33 Barb. 578; 8. c., 11 Abb. 204; 20 How. 199 ; 21 id. 193; Taylor v. Earle, 8 Hun, 1; Lake Ontario Bank v. Onondaga County Bank, 7 id. 549
see Webster v. Turner, 12 id. 264 ; Denike v. N. Y. & R. Lime Co., 10 Week. Dig. 177; Chamberlain v. Roch. Seamless Pap. Vess. Co.,7 Hún, 557.
8 2420. (Amended, 1894.] Id. ; when they are equally divided.— If a corporation, created under a general statute of the State for the formation of corporations, has an even number of trustees or directors, who are equally divided respecting the management of its affairs, and the entire stock of the corporation is, at that time, owned by the trustees, or direc ors, or is so divided, that one-half thereof is owned or controlled by persons favor. ing the course of one-half of the trustees or directors, and one-half by persons favoring the course of the other half of them, the trustees or directors, or one or more of them, may present a petition as prescribed in the last section. And it shall be the duty of a majority of the directors or trustees of every corporation created by or under the laws of this state to present a petition as prescribed in the last section whenever directed so to do by a majority in interest of its stockholders. But this section does not apply to a savings bank, a trust company, a safe deposit company, or a corporation formed to rent safes in burglar and fire-proof vaults, or for the construction or operation of a railroad, or for aiding in the construction thereof, or for carrying on the business of banking or insurance, or intended to derive a profit from the loan or use of money.
In effect, as amended, May 7, 1894; Laws 1894, ch. 304.
$ 2421. Contents of petition. - The petition must show that the case is one of those specified in the last two sections, and must state the reasons, which induce the petitioner or petitioners to desire the dissolution of the corporation. A schedule must be annexed to the petition, containin the following matters, as far as the petitioner or petitioners know, or have the means of knowing the same:
1. A full and true account of all the creditors of the corporation, and of all unsatisfied engagements, entered into by, and subsisting agajust, the corporation.
2. A stateinent of the name and place of residence of each creditor, and of each person with whom such an engagement was made, and to whom it is to be performed, if known; or, if either is not kuowp, a statement of that fact.
3. A statement of the sum owing to each creditor, or other person specified in the last subdivision, and the nature of each debt, demand, or other engagement.
4. A statement of the true cause and consideration of the indebtedness to each creditor.
5. A full, just, and true inventory of all the property of the corporation, and of all the books, vouchers, and securities, relating thereto.
6. A statement of each incumbrance upon the property of the corporation, by judgment, mortgage, pledge, or otherwise.
7. A full, just, and true account of the capital stock of the corporation, specifying the name of each stockholder; his residence, if it is known, or if it is not known, stating that fact; the number of shares belonging to him ; the amount paid in upon his shares; and the amount still due thereupon.
R. S., & 59. Matter of Du Bois, 15 How. 7; 8. C., 6 Abb. 386. note: Matter of Westchester Iron Co., 15 How. 7, note.
§ 2422. Affidavit to be annexed.-An affidavit, made by each of the petitioners, to the effect that the matters of fact, stated in the petition and the schedule, are just and true, so far as the affiant knows or has the means of knowing the same, must be annexed to the petition and schedule. Id., $ 60.
& 2423. [Amended, 1895.] Presentation of petition, etc; order.—The papers must be presented at a special term of the supreme court, held within the judicial district, embracing the county wherein the principal office of the corporation is located. In a case specified in section 2420 of this act, the court may, in its discretion, entertain or dismiss the application. Where it entertains the application, or where the cause is one of those specified in section 2419 of this act, the court must make an order, requiring all persons interested in the corporation to show cause before it, or before a referee designated in the order, at a time and place therein specified, not less than three months after the granting of the order, why the corporation should not be dissolved. The order must be entered, and the papers must be filed, within ten days after the order is made, with the clerk of the county where the principal office of the corporation is located. If it shall be made to appear to the satisfaction of the court that the corporation is insolvent, the court may at any stage of the proceeding before the final order, on motion of the petitioners on notice to the attorney-general, or on motion of the attorney-general on notice to the corporation, appoint a temporary receiver of the property of the corporation, which receiver shall have all the powers and be subject to all the duties that are defined as belonging to temporary receivers appointed in an action, in section one thousand seven hundred and eighty-eight of this act. The court may also, in its discretion, at any stage in the proceeding after such appointment upon like motion and notice, confer upon such temporary receiver the powers and authority, and subject him to the duties and liabilities of a permanent receiver, or as much thereof as it thinks proper, except that he shall not make any final distribution among the creditors and stockholders, before final order in the proceedings, unless he is specially directed so to do by the court. If such receiver be appointed, the court may in its discretion, on like motion and notice, with or without security, at any stage of the proceeding before the final order, grant an injunction, restraining the creditors of the corporation from beginning any action against the said corporation for the recovery of a sum of money, or from taking any further proceedings in such an action theretofore commenced. Such injunction shall have the same effect and be subject to the same provisions of law as if each creditor upon whom it is served was named therein.
In effect Jan. 1. 1896; L. 1895, ch. 946. Id., $ 61, amended; L. 1876. See Ex parte French Manufacturing Co., 12 Hun, 488; Matter of Westchester Iron Co., 15 How. 7, note; Chamberlain v. Roch. Seam. Pap. Vess. Co., 7 Hun, 557.
8 2424. Order to be published.--A copy of the order must be published, as prescribed therein, at least once in each of the three weeks immediately preceding the time fixed therein for showing cause, in the newspaper printed at Albany, in which legal notices are required io be published; and also in one or more newspapers, specified in the order, published in the city or county wherein the order is entered. Id., 862. Matter of Du Bois, 15 How.7; 8. C., 6 Abb. 386 n,
& 2425. Id.; to be served on creditors and stock. holders.--A copy of the order must also be served upon each of the persons, specified in the schedule as a creditor or stockholder of the corporation, or as a person to whom an engagement of the corporation is to be per. formed, other than a person whose residence is stated to be unknown, or to be without the United States. The service must be made, either personally, at least twenty days before the time appointed for the hearing ; or by depositing a copy of the order, at least forty days before the time so appointed, in the post-office, inclosed in a postpaid wrapper, addressed to the person to be served, i at his residence, as stated in the schedule.
New. Matter of Eagle Iron Works, 8 Paige, 385; Lattimer v, Lord, 4 E. D. Smith, 183.
$ 2426. Hearing: - At the time and place specified in the order, or at the time and place to which the hear. ing is adjourned, the court, or the referee, must hear the allegations and proofs of the parties, and determine the facts. If a referee was not designated in the order to show cause, the court may, in its discretion, appoint a referee when or after the order is returnable. The decision of the court, or the report of the referee, must be in writing, and must be made and filed with all convenient speed. It must contain a statement of the effects, credits and other property, and of the debts and other engagements, of the corporation, and of all other matters, pertaining to its affairs.
Id., $ 63. Lattimer v. Lord, 4 E. D. Smith, 183 ; Welter 2". Schlieper, 7 Abb. 92; Matter of Eagle Iron Works, 8 Paige, 385.
8 2427. [Amended, 1894.) Id.; original papers may be used.
The court or the referee is entitled to use, upon the hearing, the original petition, and the schedules an. nexcd thereto; and the clerk must transmit them accordingly, upon the written order of the judge, or of the referee. In that case, they must be returned with the decision or report. The court may, at any stage of the proceedings before final order, on the application of the petitioners, or a majority of them, or on the application of the temporary receiver, grant an order amending the schedules annexed to the original petition, by the insertion of additional items, or by