After twenty

der or rule

the treasury of this state. In all proceedings under the provisions of this act, the said book shall be presumptive evidence of the truth of the contents thereof; but such presumption may be repelled by evidence by any party or person interested in repelling the same.

§ 5. After the expiration of twenty days from the service of days plain- any summons or complaint or declaration, or proceeding for the tiff may be entitled to recovery of any demand against any corporation or association enter an or described in the first section of this act, upon any debt or liability for judgment. exceeding one hundred dollars, contracted after the first day of January next, in which the precise sum demanded shall be stated, the plaintiff shall be entitled to enter an order or rule for judgment, upon filing such complaint or other proceeding with due proof of personal service thereof upon any officer of such corporation or association, and judgment shall be rendered thereon for such demand, with interest and costs, whether an answer to such complaint or other proceeding has been served or not, unless an order shall have been filed in the office of the clerk where such judgment might be entered, granted by a justice of the supreme court or county judge, that the entry of such judgment be stayed until the issue joined or to be joined by the parties be disposed of. But no such order shall be granted without proof by affidavit to the satisfaction of such judge that the defendant in such suit has a good defence on the merits to such demand, or some part thereof, arising upon facts set forth in such affidavits.

Corporation

declared dis

solved.

§ 6. Upon the return of an execution against the property of when to be any corporation or association described in the first section of this act unsatisfied in whole or in part, or upon proof satisfactory to any justice of the supreme court, that any such execution although not returned, cannot be satisfied out of any property of the defendant, he shall at once make an order declaring the insolvency of such corporation or association.

made for

such dissolation.

§ 7. Any creditor of any such corporation or association havApplication when to be ing a demand exceeding one hundred dollars arising upon a debt or liability contracted after the first day of January next, the payment of which shall have been refused by such corporation or association, may at any time after ten days from the time of such refusal, apply to a justice of the supreme court for an order declaring such corporation or association insolvent and for an injunction as hereinafter provided. If in the opinion of such judge, upon the facts presented, it be expedient in order to prevent fraud or injustice, he may grant an order for a temporary injunction, restraining such corporation or association, and its officers from paying out or in any way transferring or delivering to any person any money or assets of such corporation or association, or incurring any debt or obligation, until such order be vacated or modified.

Duty of judge on hearing of parties.

§ 8. Upon a hearing of the parties on such short notice as the judge shall appoint, he shall determine whether such corporation or association be clearly solvent or otherwise, and may require,

the officers thereof to exhibit any and all of its books, papers accounts, assets and effects, and to be examined on oath touching the same before him, or a referee to be appointed by him. If he determine that such corporation or association is clearly solvent, he shall notwithstanding continue the order for a temporary injunction if one has been granted, until the demand of the applicant be fully paid with his costs on such application; unless it shall have appeared by affidavit or otherwise that such corporation or association have a good defence on the merits to such demand.

make an or

§ 9. If the judge determine that such corporation or association When to is not clearly solvent, he shall make an order declaring the same der to reinsolvent and shall also by order restrain such corporation or as- strain. sociation and its officers from exercising any of its corporate rights or any rights or privileges granted to it by law, and from collecting or receiving any debts or demands and from paying out or in any way transferring or delivering to any person any of its property, money or effects, until such order be vacated; and he shall immediately appoint a receiver of the property of such corporation or association.

stockholders

to declare

§ 10. Any one or more stockholders of any such corporation One or more or association owning stock to the amount of one tenth part of the may apply capital thereof paid in, may at any time, in like manner apply for an order to any justice of the supreme court for an order declaring such corporation corporation or association insolvent, or in imminent danger of in- insolvent. solvency. And if on the facts verified by affidavit presented such justice shall deem it necessary or expedient in order to prevent fraud, undue preference or injustice to creditors, he may grant an order in the nature of a temporary injunction, as specified in the seventh section of this act; upon a hearing of the parties as soon as may be practicable he may require the exhibition to him, or to a referee to be appointed by him of all the books, papers, accounts, assets and effects of such corporation or association; and an examination of the officers, servants and agents thereof under oath; and if he determine that such corporation or association is not clearly solvent, or that it is in imminent danger of insolvency, he shall make an order declaring such determination, and shall by order restrain the said corporation or association and its officers, in the same manner as provided in the ninth section of this act, and shall also appoint a receiver of the propof such corporation or association.

ceivers.

erty 11. Every receiver appointed according to this act, after giv- Power and ing security, shall take into his possession all the porperty, effects, duty of rebooks, papers, accounts and demands of such corporation or association, including the securities, if any, which may have been deposited with the comptroller, belonging to such corporation or association. He shall immediately give notice, by publication in such newspapers as the comptroller or any justice of the supreme court shall direct, requiring the creditors of such corporation or association to 'exhibit and establish their demands before him

Securities

converted

into cash.

within thirty days from the time of his appointment. Such receiver shall possess all the powers of recievers of corporations under the third article of title four, of chapter eight, and part third of the Revised Statutes in respect to the settlement of all demands exhibited to them, and in all other respects except as herein otherwise provided; and all such powers now conferred by law on trustees of insolvent debtors as may be applicable, and shall be subject to all the duties and obligations by law imposed on receivers of corporations except as herein modified.

§ 12. Under the direction of the comptroller, all securities dewhen to be posited with him belonging to such corporation, or association, shall be converted into cash by the receiver, with the least possible delay, and the receiver shall also convert into cash the effects and demands of such corporation or association, and for that purpose may sell at auction any of the said demands which any justice of the supreme court shall authorise to be sold; and within ninety days from the time of his appointment, unless such time be enlarged by a justice of the supreme court, which may be done for a period not exceeding ninety days, such receiver shall declare a dividend of the cash in his hands among the creditors of such corporation or association.

Dividends to be made.

ing dividend.

§ 13. Before making such dividend, the receiver shall deduct Expenses to be deducted and retain the sums necessary to defray the expenses of the probefore mak- ceedings, and all sums which he may have paid in order to exonerate any property of such corporation or association from any pledge or specific lien or levy, under execution or attachment. He shall then apply the money in his hands to the payment of the bills or notes held by bill holders of such corporation or association, who shall have presented the same in just and equal proportions. If any surplus remain, he shall divide and pay the same to and among the creditors of such corporation or association having demands founded on any debt or liability contracted after the first day of January, one thousand eight hundred and fifty, whose demands shall have been ascertained, in proportion to their respective demands; and if any further surplus remain, he shall devide and pay the same to and among all other creditors of the said corporation or association whose demands shall have been ascertained, in proportion to their demands respectively. Such payments to creditors shall be made in the order prescribed by law, in respect to the duties of receivers of corporations.

Report to be

tion to unsat

§ 14. If there shall remain unsatisfied any debts or liabilities made in rela- of such corporation or association, contracted after the first day isfied debts. day of January, one thousand eight hundred and fifty, the receiver shall within thirty days after the declaration of the said first dividend, and without waiting for the actual payment of the sums divided, render to a justice of the supreme court residing in the district where the business of such corporation or association was conducted, a particular account of the said debts and liabilities so remaining unsatisfied, and a preliminary account of all his proceedings, under oath, in which shall be set forth the amount of

cash realized by him, the expenses and allowances claimed by him, all payments that he may have made, the amount on hand to be divided, and the dividends declared by him.

holders to be

§ 15. The said receiver shall at the same time report and sub- List of stockmit to such justice a true and accurate list and statement of the reported. persons who, since the first day of January, one thousand eight hundred and fifty, were stockholders of such corporation or association, the nominal amount of stock held by each, and the residence of each stockholder, so far as the same can be ascertained. The said list and statement shall be made up from the stock books, ledger and list of stockholders kept by such corporation or association, and shall show when each stockholder acquired and transferred the stock standing in his name.

feree.

Report and § 16. The said justice shall thereupon refer the said report and list to be relist of stockholders to a referee, to be appointed by him, with di- ferred to rerections, after giving notice to all persons concerned, to apportion the debts and liabilities of such corporation or association contracted after the first day of January, one thousand eight hundred and fifty, and remaining unsatisfied among the said stockholders, rateably in proportion to their stock, according to the principles in this act declared, and to report his proceedings to such justice, or some other justice of the supreme court in the same district.

when to be

§ 17. The said referee shall cause notice of his appointment, Ilearing and the time and place of hearing on the matters so referred to had before him, to be given to each stockholder whose name appears on the the referee. said list at least ten days before such time, which notice shall be served on such of the said stockholders as may then reside in the county where the principal office or place for conducting the business of such corporation or association was situated, either personally or by leaving a copy thereof at the residence of such stockholder, with some person of suitable age, and such notice may be served upon all other stockholders, by publishing the same in one advertisement, containing the namesof all such last mentioned stockholders, for at least three weeks, in such newspapers as any justice of the supreme court may direct, and the same shall always be published in the paper designated by law for the publication of legal notices, and in a paper, if there be one, printed in the county where the chief office for conducting the business of such corporation or association was located.

all parties to

§ 18. On such hearing the said referee shall hear the allega- Allegations tions and proofs of all parties and persons interested in the mat- and proofs of ter referred, and particularly shall ascertain the persons who are be heard. chargeable as stockholders for the debts and liabilities contracted as aforesaid, and the amount chargeable to each according to the rules and principles declared in this act. At the first special term of the supreme court held in the county in which such receiver resides, or in an adjoining county, after the expiration of six weeks from the time of his appointment, such referece shall report to the justice holding such term, the apportionment of the

Apportionment when to be reported to sup. court.

Report when

clerk's office

debts and liabilities among the stockholders made by him in detail, with the proofs taken by him on such hearing. If, in the opinion of such justice, further time is requisite to enable the said referee to complete the apportionment directed, or to take further proof in reference to the same, he may grant such further time not exceeding ninety days.

§ 19. On the final completion of such apportionment, the same shall be reported at a special term of the supreme court, as hereinbefore directed, and on the coming in of any such report, the justice holding such term shall proceed to examine the same, and hear the allegations of the parties and persons interested, and may modify or amend the same or may refer the same back to the same or another referee for further proof or examination, or may confirm the same. If there be a further reference, notice of hearing thereon may be given by a general notice published in the same newspapers in which the first notice appeared for two weeks, and a report shall be made thereon within the time, to be specified in the order of reference.

§ 20. When the report of a referee, made according to the preto be filed in ceding sections of this act, shall have been confirmed by a justice of the supreme court at any special term thereof, after being modified or amended by him, the same, together with the order of confirmation, shall be filed in the office of the clerk of such county as shall be directed by such justice; and unless an appeal be allowed and entered therefrom as hereinafter provided, the said order of confirmation shall be final as a judgment against each stockholder for the amount found chargeable against him; and one or more executions thereupon may be issued against any one or more of the stockholders named in such report or order, for the sum or sums chargeable against him or them, in the same manner and with the like effect as upon a judgment in the supreme court, at the instance of the receiver of such corporation or association, and the money collected on such executions shall be paid to and received by such receiver.

divided.

Money to be § 21. The money so collected, after deducting all expenses, of proceedings, shall be without delay divided, distributed and paid over to the creditors of such corporation or association, in the same manner as hereinbefore provided, in relation to the first dividend, by the said receiver.

Necessary

be allowed.

§ 22. The justice to whom any report by a receiver or by a expenses to referee, shall be made as herein provided, shall ascertain and allow the necessary expenses attending the execution of their duties, including the hire of such and so many clerks and such profesional assistance as may appear to have been useful to expedite the business committed to them, and shall allow to them such reasonable copmensation for their services, not exceeding the rate of five dollars for each day actually employed, as he shall deem proper, which allowances and expenses shall be deducted and defrayed out of the cash in the hands of the receiver before making dividends thereof.