faculty or department of education in any place or be given power to confer any degree not specifically authorized by its charter; and no corporation shall, under authority of any general act, extend its business to include establishing or carrying on any educational institution or work, without the consent of the board of regents. § 62. Change of name or charter. 1. The regents may, at any time, for sufficient cause by an instrument under their seal and recorded in their office, change the name, or alter, suspend or revoke the charter or incorporation of any institution which they might incorporate under section fifty-nine, if subject to their visitation or chartered or incorporated by the regents or under a general law; provided that, unless on unanimous request of the trustees of the institution, no name shall be changed and no charter shall be altered, nor shall any rights or privileges thereunder be suspended or repealed by the regents, till they have mailed to the usual address of every trustee of the institution concerned at least thirty days' notice of a hearing when any objections to the proposed change will be considered, and till ordered by a vote at a meeting of the regents for which the notices have specified that action is to be taken on the proposed change.

2. Any notice to a trustee whose address is not readily ascertainable, may be mailed to him in care of the institution.

§ 63. Dissolution and rechartering. [Repealed by L. 1911, ch. 860.]

§ 63. Liquidation of educational institutions. Whenever any educational corporation subject to the visitation of the regents, chartered or incorporated by the regents or under a general law, shall cease to act in its corporate capacity, or shall have its charter revoked by the regents, it shall be lawful for the supreme court of this state, upon the application of the majority of the trustees thereof, in case said court shall deem it proper so to do, to order and decree a dissolution of such educational corporation, and for that purpose to order and direct a sale and conveyance of any and all property belonging to such corporation, and after providing for the ascertaining and payment of the debts of such corporation, and the necessary costs and expenses of such sale and proceedings for dissolution, so far as the proceeds of such sale shall be sufficient to pay the same, such court may order and direct any surplus of such proceeds remaining after payment of such debts, costs and expenses, to be devoted and applied to any such

educational, religious, benevolent, charitable or other objects or purposes as the said trustees may indicate by their petition and the said court may approve.

Such application to said court shall be made by petition, duly verified by said trustees, which petition shall state the particular reason or causes why such sale and dissolution are sought; the situation, condition and estimated value of the property of said corporation, and the particular object or purposes to which it is proposed to devote any surplus of the proceeds of such property; and such petition shall, in all cases, be accompanied with proof that notice of the time and place of such intended application to said court has been duly published once in each week for at least four weeks successively, next preceding such application, in a newspaper published in the county where such corporation is located.

In case there shall be no trustees of such educational corporation residing in the county in which such corporation is located, such application may be made and such proceedings taken by the board of regents of the university of the state of New York. This section shall not apply to the dissolution of an academy incorporated under the laws of this state and having a capital stock. [Inserted by L. 1911, ch. 860.]

§ 64. Dissolution of incorporated academy by stockholders. 1. Meeting to consider application for dissolution, when to be called. The trustees of any academy incorporated under the laws of this state and having a capital stock, may, and upon the written application of any person owning or lawfully holding 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. Notice thereof, how published. The notice for such general meeting must state the object thereof and 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 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.

3. Vote requisite for surrender of charter and dissolution. Whenever, at a meeting of the stockholders called as herein before 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 corporation, the trustees of such academy, or a majority of them, must 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, together with a copy of the published notice for the meeting at which such action was taken, and due proof of the publication thereof, in the office of the board of regents of the university of the state of New York and thereupon, if the said proceedings shall have been regularly conducted as above prescribed, the charter of said corporation shall be deemed to be surrendered and the said corporation dissolved.

4. Powers of trustees of academies upon dissolution. Upon the dissolution of such incorporated academy, as herein provided, the trustees thereof shall forthwith become and be trustees of the creditors and stockholders of the corporation dissolved. 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 such 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. Notice to creditors to present claims, how published. The said trustees may, after the dissolution of the said corporation, insert in a newspaper published in the place where the said academy is located, or if there be none such then in a newspaper published within the county, if there be one, or, if not, in an adjoining county, a notice once in each week for three successive months, requiring all persons having 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 be not less than three months from the first publication thereof. In case any action shall be brought upon any claim which shall not have been presented to the 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. Surrender of stock scrip, upon distribution to shareholders. Upon the distribution by the said trustees of assets or property, or the proceeds thereof, of the dissolved corporation among its stockholders the said trustees may require the certificates of 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 cancellation by such stockholder or person claiming the said share; in the event of the non-production of any such certificate, the said trustees may require satisfactory proof of the loss thereof, or of any other cause for such non-production, together with such security as they may prescribe, before payment of the distributive share to which the person claiming upon such share of stock may appear to be entitled.

7. Notice of distribution, to absent and unknown shareholders. In case the said trustees upon such distribution by them of assets or property, or the proceeds thereof, of the dissolved corporation 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 stockholders, of such distribution, to the persons in whose names 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 of the failure of any such persons to so appear, it shall be lawful 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 non-appearing 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.

8. Liability of trustees, when to cease. Upon the payment and discharge of the debts and obligations of the corporation dissolved, as hereinbefore provided, and the distribution 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.

9. Duties and liabilities of custodians. Any county treasurer. trust company or other corporation 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 persons entitled to receive the same the portion of such proceeds, property or assets to which they shall be entitled.

If any institution

§ 65. Suspension of operations. in the university shall discontinue its educational operations without cause satisfactory to the regents, it shall surrender its charter to them, subject, however, to restoration whenever arrangements satisfactory to the regents are made for resuming its work.

§ 66. Prohibitions. 1. No individual, association or corporation not holding university or college degree-conferring powers by special charter from the legislature of this state or from the regents, shall confer any degrees, or transact business under or in any way assume the name university or college, till written permission to use such name shall have been granted by the regents under their seal.

2. No person shall buy, sell or fraudulently or illegally make or alter, give, issue or obtain any diploma, certificate or other instrument purporting to confer any literary, scientific, professional or other degree, or to constitute any license, or to certify to the completion in whole or in part of any course of study in any university, college, academy or other educational institution.

3. No diploma or degree shall be conferred in this state except by a regularly organized institution of learning meeting all requirements of law and of the university, nor shall any person with intent to deceive, falsely represent himself to have received