$ 67. Such receivers shall be vested with all the estate, real and personal, of such corporation, from the time of their having filed the security herein before required, and shall be trustees of such estate for the benefit of the creditors of such corporation and of its stockhold ers. ART. 3. Their rights. $68. Such receivers shall have all the power and authority, con- Their author ferred by law upon trustees to whom an assignment of the estate of "ty. insolvent debtors may be made, pursuant to the provisions of the fifth Chapter of the Second Part of the Revised Statutes. for arrears of $69. If there shall be any sum remaining due upon any share of To prosecute stock subscribed in such corporation, the receivers shall immediately stock. 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 creditors of such corporation. tice of ap &c. $70. The receivers, immediately on their apppointment, shall To give nogive notice thereof, which shall contain the same matters required by pointment, 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. &c. void. $71. All sales, assignments, transfers, mortgages and conveyances Certain sales, of any part of the estate, real or personal, including things 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. account to $72. After the first publication of the notice of the appointment of Debtors to receivers, every person having possession of any property belonging receivers. 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, the collection and pre-receivers. servation 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. Power of $73. Such receivers shall have the same power to settle any con- Referring troversy that shall arise between them and any debtors or creditors of controver TITLE 4. 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 authorised 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. $74. The receivers shall be subject to all the duties and obligabe called, &c. tions by law imposed on trustees of insolvent debtors, so far as they may be applicable, except where other provisions shall be herein made. They shall call a general meeting of the creditors 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 monies in the hands of the receivers declared. Meetings of creditors to Subsisting contracts. Receivers' commissions. To retain certain monies. Ib. to meet suits. Order of payment of debts. $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 cancelled and discharged as against such receivers. $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.28 $77. The receivers shall retain out of the monies in their hands, a sufficient amount to pay the sums, which they are herein before authorised to pay, for the purpose of cancelling 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.29 $79. The receivers shall distribute the residue of the monies in their hands, among all those who shall have exhibited their claims as creditors, and whose debts shal! have been ascertained, as follows: (28) Laws of 1821, p. 141, § 1. (29) Ib. § 3. 1. All debts entitled to a preference under the laws of the United ART. 3. States: 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 specialities. final divi. $80. If the whole of the estate of such corporation be not distri- Second and buted on the first dividend, the receivers shall, within one year there- dend. after, and within sixteen months after their appointment, make a second dividend of all the monies 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. 30 therein. $81. Such second dividend shall be made in all respects in the Proceedings same manner as herein prescribed in relation to the first dividend, 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 monies 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.30 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 said receivers, in detail and in writing, before or at the time specified by them in their notice of a second dividend.31 stockholders. $83. If after the second dividend is made, there shall remain any Surplus to 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. $84. When any suit pending at the time of the second dividend, Money reshall be terminated, they shall apply the monies 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 been (30) Laws of 1821, p. 141, § 9. (31) Ib. § 4. tained. TITLE 4 recovered, they shall distribute such monies, 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, &c. Account by them. Previous notice thereof. Master's du ty, 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. $86. Within 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 against it, upon any open or subsisting engagement, and upon all the stockFurther ac holders of such corporation. Such receivers shall also account from time to time in the same manner, and with the like effect, for all monies which shall come to their hands after the rendering of such account, and for all monies which shall have been retained by them for any of the purposes herein before specified, and shall pay into court counts to be rendered. Appeal from decrees and orders. Corporatious excepted. all unclaimed dividends. $90. Any decree or order of the court of chancery, made upon any petition presented pursuant to the provisions of this Article, or in the course of any proceedings thereon, shall be subject to an appeal, in the same manner as other orders and decrees of the said court, if the same be made within six months after such order or decree made. $91. The provisions of this Article shall not extend to any incorporated library society, or to any religious corporation, or to any select school or academy, incorporated by the regents of the university, or by the legislature. ARTICLE FOURTH. Of Proceedings by and against Public Bodies, having certain Corporate Powers, and by and against the Officers representing them. SEC. 92. Public officers enumerated, who may bring certain actions. 93. Such actions may be brought on contracts, &c. with their predecessors. 94. But in certain cases to be in name of the body represented. 95. Actions against counties and towns, how to be brought. 96. Actions against certain public officers, how brought; proceedings. 97. In certain actions, defendants not to be held to bail. 98. Actions against officers on contracts of their predecessors. 99. Omitting name of one of several officers, how waived. 100. Suits by officers not to abate by death, removal, &c. 101. New defendant not to be substituted without consent or notice. 102. Judgments against certain officers to be laid before supervisors. 103. To be added by them to tax list, and collected as taxes. 104. County treasurer in certain cases to pay judgments. 105 & 106. When to be paid by supervisor or overseers of the poor. 107. Execution not to issue in certain cases. 108. Executions to issue against certain officers; proceedings. ART. 4. certain public $92. Actions may be brought by the supervisors of a county; by Actions by the loan-officers and commissioners of loans of a county; by county officers. superintendents of the poor; by supervisors of towns; by overseers of the poor of the several towns; by commissioners of common schools and commissioners of highways of the several towns; by trustees of school districts; and by trustees of gospel and school lots; upon any contract lawfully made with them or their predecessors, in their official character; to enforce any liability, or any duty enjoined by law, to such officers or the body which they represent; to recover any penalties or forfeitures given to such officers or the bodies whom they represent; and to recover damages for any injuries done to the property or rights of such officers, or of the bodies represented by them. &c. with their $93. Such actions may be brought by such officers in the name of On contracts, their respective offices, notwithstanding the contract or obligation on predecessors. which the same is founded, may have been made with or to any predecessors of such officers, in their individual names or otherwise, and notwithstanding any right of action may have accrued, previous to the time when the officers commencing such suit entered upon the execution of the duties of their office. names of pub $94. But in cases where by special provision of law, actions are When in directed to be brought by or against any public bodies, in the name lic bodi of any such body, the same shall be brought or defended in such name, by the persons representing such body, then in office. coummies ed towns. $95. Actions against counties, in the cases in which they are al- Against lowed by law, shall be brought against the board of supervisors thereof, and actions against towns shall be brought against such towns by their names; the said actions may be commenced by summons, as in suits against corporations, and the same proceedings [shall be had thereon, as are prescribed in the first Article of this Title, |