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Property holding General corporation law, as amended by laws of 1894, ch.400 § 12 Enlargement of limitations upon the amount of the property of nonstock corporations. If any general or special law heretofore passed, or any certificate of incorporation, shall limit the Limit of amount of property a corporation other than a stock corporation may $3,000,000; take or hold, such corporation may take and hold property of the $500.000 value of $3,000,000 or less, or the yearly income derived from which shall be $500,000 or less, notwithstanding any such limitations. In computing the value of such property, no increase in value arising otherwise than from improvements made thereon shall be taken into account.
Regents may authorize educational corporations to hold property in excess of limit fixed by law, University law, $34, sub85.
§ 13 Acquisition of additional real property. When any corpora- Supreme Court tion shall have sold or conveyed any part of its real property, the corporation to Supreme Court may, notwithstanding any restriction of a property general or special law, authorize it to purchase and hold from time to time other real property, upon satisfactory proof that Proviso the value of the property so purchased does not exceed the value of the property so sold and conveyed within the three years next preceding the application.
buy and hold
Dissolution of incorporated academies Code of civil procedure, as amended by laws of 1903, ch.290 § 1804 Articles second, third, and fourth of this title do not apply to a religious corporation; to a municipal or other corporation, created by the Constitution, or by or under the laws of the state; or to any corporation which the Regents of the University have power to dissolve, except upon the application of the Regents, or of the trustees of such a corporation, and in aid of its liquidation under such dissolution.
$ 1810 A receiver of the property of a corporation can be appointed only by the court, and in one of the following cases :
I An action, brought as prescribed in article second, third or fourth of this title.
2 An action brought for the foreclosure of a mortgage upon the property, of which the receiver is appointed, where the mortgage debt, or the interest thereupon, has remained unpaid, at least 30 days after it was payable, and after payment thereof
called on ap
was duly demanded of the proper officer of the corporation and where either the income of the property is specifically mortgaged, or the property itself is probably insufficient to pay the mortgage debt.
3 An action brought by the Attorney General, or by a stockholder, to preserve the assets of a corporation, having no officer empowered to hold the same.
4 A special proceeding for the voluntary dissolution of a corporation.
5 Upon the application of the Regents of the University, in aid of the liquidation of a corporation whose dissolution they contemplate or have decreed; or upon the application of the trustees of such a corporation, with notice 1) the Regents.
Where the receiver is appointed in an action, otherwise than by or pursuant to a final judgment, notice of the application for his appointment must be given to the proper officer of the corporation.
Laws of 1889, ch.25 Meeting to $ 1 The trustees of any academy incorporated under the laws solution to be of this state and having a capital stock, may, and upon the written plication of application of any person or persons owning or lawfully holding third of stock one third of the said capital stock, must call a general meeting of
the stockholders of the said academy, as hereinafter provided for the purpose of determining whether or not such incorporated academy shall surrender its charter and be dissolved and its property distributed among the stockholders thereof.
$ 2 The notice for such general meeting must state the object thereof and must be subscribed by the chairman or other acting presiding officer and the secretary or acting secretary of the said corporation or board of trustees; it shall be published once a week
for three successive weeks prior to such meeting in a daily or Must be pub- weekly newspaper published in the place where the said academy
is located; or if there be no such paper, then in a daily or weekly paper published within the county, if there be one, or if not, in an
adjoining county to that in which such academy is located. Vote requisite $3 Whenever, at a meeting of stockholders called as hereinbeof charter and fore provided, any person or persons holding or qualified to vote
upon a majority of the capital stock of such incorporated academy
shall vote to surrender the charter thereof and to dissolve the corAttested cer- poration, the trustees of such academy, or a majority of them, must tion must be make and sign a certificate of such action, cause the same to be
properly attested by the officers of the corporation and file the same,
Form of notice
lished weekly for three weeks before meeting
tificate of ac
filed with Re
full power to
may be pub).
together with a copy of the published notice for the meeting at which
§ 4 L'pon the dissolution of such incorporated academy, as herein Trustees of provided, the trustees thereof shall forthwith, become and be trustees dissolved have of the creditors and stockholders of the corporation dissolved. settle affairs They shall have full power to settle the affairs of the said corporation; to collect and pay the outstanding debts; to sue for and recover debts and property thereof by the name of the trustees of said corporation; to sell and dispose of the property thereof, at public or private sale, and to divide among the stockholders the moneys or other property that shall remain after the payment of debts and necessary expenses.
§ 5 The said trustees may, after the dissolution of the said cor- Notice to poration, insert in a newspaper published in the place where the present claims said academy is located, or if there be none such then in a news- lished weekly paper published within the county, if there be one, or, if not, in months an adjoining county, a notice once in each week for three successive months, requiring all persons liaving claims against the said corporation dissolved to present the same, with proof thereof to the said trustees, at the place designated in such notice, on or before a day therein named which shall not be less than three months from the first publication thereof. In case any action shall be brought upon any such claim which shall not have been presented to the Proviso said trustees within three months from the first publication of such notice, the said trustees shall not be chargeable for any assets, moneys, or proceeds of the said corporation dissolved, which they may have paid in satisfaction of other claims against the said corporation, or in making distribution to the stockholders thereof, before the commencement of such action.
$ 6 Upon the distribution by the said trustees of assets or prop- Surrender of erty, or the proceeds thereof, of the dissolved corporation among distribution of its stockholders the said trustees may require the certificates of Shareholders ownership of capital stock, if such have been issued, standing in the name of any stockholder claiming a distributive share, or under whom such share is claimed, to be surrendered for cancelation by such stockholder or person claiming the said share; in the event of the nonproduction of any such certificate, the said trustees may
Proof as to loss of scrip
tribution to absent and unknown stockholders
owners with county treasurer
require satisfactory proof of the loss thereof, or of any other cause for such nonproduction, together with such security as they may prescribe, before payment of the distributive share to which the person or persons claiming upon such share of stock may appear to be entitled.
$7 In case the said trustees upon such distribution by them of
assets or property, or the proceeds thereof, of the dissolved corNotice of dis- poration among its stockholders, shall be unable to find any of the
said stockholders or the persons lawfully owning or entitled to any portion of the said capital stock, they shall give notice in the manner hereinabove provided for calling the general meeting of the stockholders, of such distribution, to the persons in whose name such stock shall stand upon the books of the said corporation, requiring them to appear at a time and place designated, to receive the portion
of such assets or property to which they may be entitled ; in case Deposit of un- of the failure of any such persons to so appear, it shall be lawful and list of for the said trustees to pay over and deliver to the county treasurer
of the county wherein such academy was located, or to any trust company or other corporation located within such county and authorized to receive moneys on deposit under order or judgment of a court of record, the proportion of the assets, property or proceeds aforesaid which such nonappearing stock bears to the whole stock; the said trustees shall also deliver therewith a list of the persons entitled to receive the same, together with the separate amounts to
which they shall be severally entitled. Liability of $8 Upon the payment and discharge of the debts and obligations ceases on of the corporation dissolved, as hereinbefore provided, and the disduties above tribution of its assets, property and proceeds among the stockholders
thereof, and due provision made, as hereinabove prescribed, for the interests of nonappearing stockholders and such as can not be found, the said trustees shall become and be relieved and discharged from further duty, liability and responsibility by reason of their
relation to the said corporation, or towards the stockholders thereof. Duties and $ 9 Any county treasurer, trust company or other corporation county treas- to whom assets, property or proceeds shall be delivered as herein
provided, shall hold the same in trust for the persons designated and entitled to receive it; and upon receiving satisfactory proof of the right and title thereto, or upon the order of any court of record competent to adjudicate thereupon, shall pay over and deliver to any person or persons entitled to receive the same the portion of such proceeds, property or assets to which he or they shall be entitled.
urers as to deposits of unclaimed stock
ited to half
Devises and bequests
Laws of 1860, ch.360 § 1 No person having a husband, wife, child or parent, shall, Bequest limby his or her last will and testament, devise or bequeath to any estate of perbenevolent, charitable, literary, scientific, religious or missionary husband,
wife, child or society, association or corporation, in trust or otherwise, more than parent one half part of his or her estate, after the payment of his or her debts (and such devise or bequest shall be valid to the extent of one half, and no more).
§ 2 All laws and parts of laws inconsistent with this act are Repeals hereby repealed.
For the purpose of ascertaining the estate, only half of which can be devised to charitable or educational corporations, under the act of 1860, the widow's dower and the debts are to be first deducted.
A testator can not give to two or more corporations in the aggregate more than he can give to a single object; viz, one half of his estate (Chamberlain 2. Chamberlain, 43 N. Y. 425).
To ascertain whether the sums bequeathed to charitable corporations exceed one half the estate, when the sums so bequeathed are first given for life to other persons, the present value in money of the estate and the present value of the portion given must be estimated by the help of annuity tables (Hollis v. Drew Theological Seminary, 95 N. Y. 166). Heirs at law of a testator, however remote their relationship may be, are entitled to raise the objection that a devise or bequest is invalid under the act of 1860 [Rich v. Tiffany, 2 App. div. 25].
Laws of 1848, ch.319 § 6 Any corporation formed under this act, shall be capable of Bequest legal
if income not taking, holding or receiving any property, real or personal, by virtue more than of any devise or bequest contained in any last will and testament of any person whatsoever, the clear annual income of which devise or bequest shall not exceed the sum of $10,000 ; provided, no person leaving a wife or child or parent, shall devise or bequeath to such Proviso as to
family of tes. institution or corporation more than one fourth of his or her estate, tator; after the payment of his or her debts, and such devise or bequest shall be valid to the extent of such one fourth, and no such devise or bequest shall be valid, in any will which shall not have been made as to date of and executed at least two months before the death of the testator.
The proviso which forbids the taking of a devise in a will made not more than two months before death, is not repealed by ch.360 of the laws of 1860 (Lefevre v. Lefevre, 59 N. Y. 449).
The limitation contained in the act has exclusive reference to corporations formed under it (Hollis z'. Drew Theological Seminary, 95 N. Y. 166].
See 79 N. Y. 327; 77 Hun 298; 33 App. div. 49; 22 Misc. 198.