CHAP. IX. Art. VII. estate for the benefit of the creditors of such corporation and of Their its stockholders. Huxton v. Bishop, 3 Wend. 13; Halliday v. Noble, 1 Barb. 148; Devendorf v. Beardsley, 23 id. 656; Matter of John Berry, Receiver, etc., 26 id. 59; Jones v. Robinson, id. 311; Libby v. Rosekrans, 55 id. 202; Kimberly v. Stewart, 22 How. 281; Noble v. Halliday, 1 N. Y. 330; Whittlesey v. Delaney, 73 id. 571. § 68. Such receivers shall have all the power and authority, conauthority. ferred by law upon trustees to whom an assignment of the estate of insolvent debtors may be made, pursuant to the provisions of the fifth chapter of the second part of the Revised Statutes. To prosecute for stock. Pardo v. Osgood, 5 Robt. 362; Berry v. Brett, 6 Bosw. 638; Bank Commissioners v. Bank of Buffalo, 6 Paige, 503; Hackley v. Draper, 4 T. & C. 622; Tracy v. Talmadge, 1 Abb. Pr. 460; Bangs v. Barto, 24 How. 487; Devendorf v. Beardsley, 23 Barb. 656; Matter of Van Allen, 37 id. 228; Libby v. Rosekrans, 55 id. 219; Noble v. Halliday, 1 N. Y. 332; Osgood v. DeGroot, 36 id. 350; People v. Security Life Ins. and Annuity Co., 78 id. 114; People, ex rel. Attorney-General, v. Security Life Ins. and Annuity Co., 79 id. 267; Matter of Crosby v. Day, 81 id. 242. § 69. If there shall be any sum remaining due upon any share arrears of of stock subscribed in such corporation, the receivers shall immediately proceed and recover the same, unless the person so indebted shall be wholly insolvent; and for that purpose may file their bill in the court of chancery, or may commence and prosecute an action at law, for the recovery of such sum, without the consent of any of the creditors of such corporation. To give notice of appointment, etc. Pentz v. Hawley, 1 Barb. Ch. 124; Berry v. Brett, 6 Bosw. 638; Halliday v. Noble, I Barb. 148; Mann v. Currie, 2 id. 298; Van Buren v. Chenango County Mutual Ins. Co., 12 id. 672; Shaughnessy v. Rensselaer Ins. Co., 21 id. 609; Devendorf v. Beardsley, 23 id. 656; Williams v. Babcock, 25 id. 109. § 70. The receivers, immediately on their appointment, shall give notice thereof, which shall contain the same matters required by law in notices of trustees of insolvent debtors; and in addition thereto, shall require all persons holding any open or subsisting contract of such corporation, to present the same in writing and in detail to such receivers, at the time and place in such notice specified; which shall be published for three weeks in the State paper, and in a newspaper printed in the county where the principal place of conducting the business of such corporation shall have been situated. Pardo v. Osgood, 5 Robt. 362; Berry v. Brett, 6 Bosw. 638; Osgood v. DeGroot, 36 N. Y. 350. CHAP. IX Certain void. § 71. All sales, assignments, transfers, mortgages and convey- Art. VII. ances of any part of the estate, real or personal including things sales, etc., in action, of every such corporation, made after the filing of the petition for a dissolution thereof, in payment of, or as a security for, any existing or prior debt, or for any other consideration, and all judgments confessed by such corporation after that time, shall be absolutely void as against the receivers who may be appointed on such petition, and as against the creditors of such corporation. Pardo v. Osgood, 5 Robt. 362; Berry v. Brett, 6 Bosw. 638; Brouwer v. Harbeck, I Duer, 129; Matter of Waterbury, 8 Paige, 380; Matter of John Berry, Receiver, etc., 26 Barb. 55; Sands v. Hill, 55 N. Y. 18. account to Power of 72. After the first publication of the notice of the appoint- Debtors to ment of receivers, every person having possession of any property receivers. belonging to such corporation, and every person indebted to such corporation, shall account and answer for the amount of such debt and for the value of such property to the said receivers; and all the provisions of law, in respect to trustees of insolvent debtors, receivers. the collection and preservation of the property of such debtors, the concealment and discovery thereof, and the means of enforcing such discovery, shall be applicable to the receivers so appointed, and to the property of such corporation. Halliday v. Noble, 1 Barb. 148; Berry v. Brett, 6 Bosw. 638; Attorney General v. The Life and Fire Ins. Co., 4 Paige, 224; Holbrook v. Receivers of American Fire Ins. Co., 6 id. 226; Noble v. Halliday, 1 N. Y. 332; Osgood v. DeGroot, 36 id. 350. controver [470] § 73. Such receivers shall have the same power to settle any Referring controversy that shall arise between them and any debtors or sies. creditors of such corporation, by a reference, as is given by law to trustees of insolvent debtors; and the same proceedings for that purpose shall be had, and with the like effect; and application for the appointment of referees may be made to any officer authorized to appoint such referees on the application of trustees of insolvent debtors, who shall proceed therein in the same manner; and the referees shall proceed in like manner, and file their report with the like effect in all respects. Berry v. Brett, 6 Bosw. 638; Bangs v. Barto, 24 How. 487; Hobby v. Dana, 17 Barb. III; Matter of Empire City Bank, 18 N. Y. 213; Austin v. Rawdon, 42 id. 155; Matter of Crosby v. Day,81 id. 242; Matter of Austin, 44 Barb. 434. creditors to § 74. The receivers shall be subject to all the duties and obli- Meetings of gations by law imposed on trustees of insolvent debtors, so far as be called they may be applicable, except where other provisions shall be etc. CHAP. IX. Art. VII. herein made. They shall call a general meeting of the creditors Subsisting contracts. Receivers' commissions. To retain certain moneys. Id., to meet suits. Order of payment of. debts. of such corporation, within four months from the time of their appointment, when all accounts and demands for and against such corporation, and all its open and subsisting contracts, shall be ascertained and adjusted as far as may be, and the amount of moneys in the hands of the receivers declared. Berry v. Brett, 6 Bosw. 638; Pardo v. Osgood, 5 Robt. 362; Matter of Van Allen, 37 Barb. 228; Osgood v. DeGroot, 36 N. Y. 350. § 75. If there shall be any open and subsisting engagements or contracts of such corporation, which are in the nature of insurances or contingent engagements of any kind, the receivers may, with the consent of the party holding such engagement, cancel and discharge the same, by refunding to such party the premium or consideration paid thereon by such corporation, or so much thereof as shall be in the same proportion to the time which shall remain of any risk assumed by such engagement, as the whole premium bore to the whole term of such risk; and upon such amount being paid by such receivers to the person holding or being the legal owner of such engagement, it shall be deemed canceled and discharged as against such receivers. Matter of Croton Ins. Co., 3 Barb. Ch. 642; LeRoy v. Globe Ins. Co. 2 Edw. Ch. 673; People v. Security Life Ins. Co., 78 N. Y. 114; People, ex rel. Attorney-General, v. Security Life Ins. Co., 79 id. 267. § 76. Such receivers shall, in addition to their actual disbursements, be entitled to such commissions as the court shall allow, not exceeding the sum allowed by law to executors or administrators. Matter of Bank of Niagara, 6 Paige, 217; Van Buren v. Chenango County Mutual Ins. Co., 12 Barb. 672. 877. The receivers shall retain out of the moneys in their hands a sufficient amount to pay the sums which they are hereinbefore authorized to pay for the purpose of canceling and discharging any open or subsisting engagements. § 78. If any suit be pending against the corporation, or against the receivers, for any demand, the receivers may retain the proportion which would belong to such demand if established, and the necessary costs and proceedings, in their hands, to be applied according to the event of such suit, or to be distributed in a second or other dividend. (Laws of 1821, 141, § 3.) § 79. The receivers shall distribute the residue of the moneys in their hands among all those who shall have exhibited their claims as creditors, and whose debts shall have been ascertained as follows: CHAP. IX. 1. All debts entitled to a preference under the laws of the United Art. VII. States. [471] 2. Judgments actually obtained against such corporation to the extent of the value of the real estate on which they shall respectively be liens. 3. All other creditors of such corporation, in proportion to their respective demands, without giving any preference to debts due on specialties. Matter of Eagle Iron Works, 3 Edm. Ch. 385; Matter of Waterbury, 8 Paige, 380; Matter of John Berry, Receiver, etc., 26 Barb. 55; 3 Abb. Ct. App. Dec. 242. final divi § 80. If the whole of the estate of such corporation be not dis- Second and tributed on the first dividend the receiver shall, within one year dend. thereafter, and within sixteen months after their appointment, make a second dividend of all the moneys in their hands among the creditors entitled thereto; of which, and that the same will be a final dividend, three weeks' notice shall be inserted once in each week, in the State paper, and in a newspaper printed in the county where the principal place of business of such corporation was situated. (Laws of 1821, 141, § 3.) § 81. Such second dividend shall be made in all respects in the Proceedings same manner as herein prescribed in relation to the first dividend, therein. and no other shall be made thereafter among the creditors of such corporation, except to the creditors having suits against it, or against the receivers pending at the time of such second dividend, and except of the moneys which may be retained to pay such creditors, as herein provided; but every creditor who shall have neglected to exhibit his demand before the first dividend, and who shall deliver his account to the receivers before such second dividend, shall receive the sum he would have been entitled to on the first dividend, before any distribution be made to the other creditors. (Id.) Matter of the Harmony Fire and Marine Ins. Co., 45 N. Y. 315. exhibited. § 82. After such second dividend shall have been made, the re- Debts not ceivers shall not be answerable to any creditor of such corporation, or to any person having claims against such corporation, by virtue of any open or subsisting engagement, unless the demands of such creditor shall have been exhibited, and the engagements upon which such claims are founded shall have been presented to the CHAP. IX. Art. VII. said receivers in detail, and in writing, before or at the time specified by them in their notice of a second dividend. Surplus to stockholders. Money retained. (L. 1821, 141, § 4.) § 83. If, after the second dividend is made, there shall remain any surplus in the hands of the receivers, they shall distribute the same among the stockholders of such corporation, in proportion to the respective amounts paid in by them, severally, on their shares of stock. Bank Commissioners v. Bank of Buffalo, 6 Paige, 503; Harmony Fire and Marine Ins. Co., 45 N. Y. 315. 84. When any suit pending at the time of the second dividend shall be terminated, they shall apply the moneys retained in their hands for that purpose, to the payment of the amount recovered, and their necessary charges and expenses; and if nothing shall have [472] been recovered they shall distribute such moneys, after deducting their expenses and costs among the creditors and stockholders of the corporation, in the same manner as herein directed in respect to a second dividend. Control of receivers, etc. Account by them. Previous notice thereof. Master's duty. Settlement of account; its effect. § 85. The receivers shall be subject to the control of the court of chancery, and may be compelled to account at any time; they may be removed by the court, and any vacancy created by such removal, by death or otherwise, may be supplied by the court. Holbrook v. Receivers of American Fire Ins. Co., 6 Paige, 226. § 86. Within the three months after the time herein prescribed for making a second dividend, the receivers shall render a full and accurate account of all their proceedings to the court of chancery, on oath, which shall be referred to a master to examine and report thereon. § 87. Previous to rendering such account, the receivers shall insert a notice of their intention to present the same, once in each week, for three weeks, in the State paper, and in a newspaper of the county in which notices of dividends are herein required to be inserted, specifying the time and place at which such account will be rendered. § 88. The master to whom such account shall be referred, shall hear and examine the proofs, vouchers and documents offered for or against such account, and shall report thereon fully to the court. § 89. Upon the coming in of such report the court shall hear the allegations of all concerned therein, and shall allow or disallow such account, and decree the same to be final and conclusive upon all the creditors of such corporation, upon all persons who have claims |