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ney general.

stockholders to elect new officers to fill vacancies.

or negligence in the management of the affairs of said Duty of attor. corporation, he shall file a statement in writing with

the attorney general setting forth the facts in relation to such disqualification, whereupon the attorney general shall apply to the district court of the county where the home office of such corporation is located for an order to show cause why such officers and directors or any of them should not be removed, which order if granted shall be returnable not less than ten (10) days from the date of service thereof. If at the hearing upon said order to show cause, the court shall find that the affairs of such corporation are being mismanaged, or that any of its officers or directors are dishonest, incompetent or negligent, the court may direct the removal of such officers or directors or any of them, and may fur

ther require the public examiner to call a special meetMay call ing of the stockholders of such corporation at its home

office in the manner prescribed by its by-laws for the purpose of electing directors or officers to fill such vacancies as may exist by reason of such removal and for such other business as may properly come before such meeting. The officers and directors elected at such special meeting shall hold office until the next annual meeting of such corporation, and until their successors are elected and qualified, but no officer or director who shall have been removed for cause shall be eligible to re

election. Public exa m. Upon the election and qualification of such newly

elected officers and directors the public examiner shall forthwith relinquish the books, records and assets of

such corporation to its proper officers. If company is If at the close of such detailed examination, as aforefill contracts. said, it shall appear to the public examiner that the corclose its busi. poration is unable to complete and fulfill its contracts

with its members, and that it would be unwise and unprofitable for such corporation to continue to do business, he shall file a statement in writing with the attor. ney general, setting forth the condition of such corporation, with his reasons for such proceedings. Whereupon the attorney general shall apply to the said district court for an order to show cause why the affairs of such corporation should not be wound up and settled for the best interests of all its stockholders, which order, if granted, shall be returnable not less than ten (10) days from the date of service thereof. If at the hearing upon said order to show cause, the court shall find that such corporation is unable to complete and fulfill its contracts with its members, and that it is unwise and inex. pedient to continue to do business, the court shall order and direct that such corporation gointo liquidation and

iner shall relinquish

records.

unable to ful.

court may

ness,

its affairs be wound up and settled under the direction of the court. And the court shall thereupon vest the Court to se..

lect officers to management and control of such corporation in such of close up the the directors or officers thereof as may be best fitted in business. the judgment of the court to settle and wind up the affairs of such corporation. The office of the remaining directors and officers of such corporation shall be declared vacant by the court; provided, that the court may remove all or any of the directors and officers of such corporation, if in its judgment it shall be for the best interest of the corporation so to do; and upon the removal of all directors, the court shall appoint as directors of such corporation not less than three persons, at least two of which shall have been stockholders for at least one year prior to the date of such appointment; the persons in whom the management of the affairs of such corporation is vested, as aforesaid, shall give such bonds, or fidelity insurance, as may be required by the court. Provided, that at least two of such directors shall reside in the state of Minnesota. The court may, at any time, for cause, as aforesaid, remove any or all officers and directors, and appoint others, as aforesaid; provided, further, that whenever the number of shareholders of such corporation shall be less than fifty (50) and their holdings of stock less than five hundred (500) shares, the court shall remove all officers and directors of such corporation and appoint one stockholder residing in the state of Minnesota as special commissioner to wind up its affairs; and provided, further, that all such liquidation shall be under the supervision of the court. Such officers and directors shall report in such manner and at such times as the court shall direct.

Any corporation governed by this act may, if ordered by a majority vote of its directors, or a vote of three- tantsin fourths of its stock, at any regular or special meeting of with consent its shareholders, voluntarily go into liquidation; pro- aminer, and

of public ex. vided, that the public examiner shall consent in writing notice to thereto. Notice of such action by the directors or stock. holders, and the consent of the public examiner, shall be mailed to each stockholder of such corporation, at his last recorded address; and thereupon such corporation going into voluntary liquidation may adopt such methods and measures as may be lawful, equitable and just for the winding up of its affairs, subject to the direction and control of the public examiner; provided, that the methods so adopted shall, as nearly as may be, conform to the original plans and objects of such corporation; provided, also, that any change in such plans or methods shall be approved by the public examiner before being so adopted by such corporation; and it is further

Corporation may volun.

stockholders.

may consolid

corporation for purpose of

provided, that if it shall appear to be for the best interests of such corporation, the board of directors may change the plan of loans to a definite time or times of payment, at a rate of interest not exceeding the legal contract rate per annum; or may negotiate or assign any or all of its mortgages for cash, at such times and on such terms of settlement as may appear to the best

interest of such corporation. Corporation Any such corporation in course of liquidation shall ate with like have authority to consolidate with any other corpor

of ation organized for the same purpose, upon such terms liquidation. as may be agreed upon and authorized by the boards of

directors of the respective corporations, the majority of the stock consenting thereto, and to transfer to such consolidated corporation its entire assets, subject to

existing liabilities. Expenses of All expenses of such liquidation, whether voluntary or liquidation.

otherwise, including the compensation of officers, employes and directors, shall be paid from the funds belonging to such corporation, subject to the approval of the public examiner, in lieu of the expenses provided for in section thirty (30) of this act.

And if such corporation shall have been organized under the laws of any other state or territory, the public examiner shall file his statement in writing with the attorney general, setting forth the facts or particulars in which said alleged violation or refusal consists, which statement shall be prima facie evidence of such violation or refusal; and said attorney general shall upon receiving such communication, if, in his judgment, the facts of the case are sufficient to warrant such action, give notice to such corporation that it is no longer authorized to do business in this state, by depositing such notice in the postoffice, properly sealed and stamped, addressed to said corporation at its principal office in the state where incorporated, and thereupon said corporation shall cease to have any right in this state, and said notice may be published in the same manner as provided in section fourteen (14) of this act.

The proceedings prescribed in this section for the winding up and liquidation of the affairs of corporations governed by this act shall be exclusive of any remedies provided by the laws of the state of Minnesota relating to general corporations.

SEC. 2. This act shall take effect and be in force from and after its passage.

Approved April 23, 1897.

If organized under laws of another state,

CHAPTER 251.

S. F. No. 390.

An act to amend section sixteen (16) of chapter thir- Public schools ty-six (36) of general statutes of one thousand eight hundred seventy-eight (1878), as the same was amended by the laws of one thousand eight hundred seventynine (1879), one thousand eight hundred eighty-one (1881), one thousand eight hundred eighty-five (1885), and one thousand eight hundred ninety-one (1891), being section three thousand six hundred and seventyfour (3674) of general statutes of one thousand eight hundred ninety-four (1894), relating to public schools.

any legal vot

off from

Be it enacted by the Legislature of the state of Min

nesota:

Section 1. That the third proviso of section three Amendment thousand six hundred and seventy-four (3674) of general statutes of one thousand eight hundred ninety-four (1894) be and the same is hereby amended so as to read as follows:

Provided, third, that upon the petition of any legal Petition of voter to said commissioners, asking to be set off from er to be set the district to which he belongs, and attached to some

school dist. other district, which petition shall show that the signer thereof is a resident and freeholder of the district from which he desires to be set off, and that the land of such petitioner joins, or that but one quarter section of vacant and unoccupied land intervenes between the land of the petitioner and the district to which he desires to become attached; which petition shall state the reason for such proposed change and shall be verified by the oath of the petitioner to the effect that the same is true to the best of his knowledge and belief. That said commissioner may thereupon, after having given notice as in other cases, change the boundaries of the district in which such petitioner resides, so as to set him off to the district to which he prays to be attached, whenever they shall deem it just and proper and for the best interest of said petitioner so to do. But in case of any land intervening between that owned by the petitioner and the district to which he desires to become attached not exceeding one quarter section, as above stated, such petition shall not be considered, unless it is made to appear that the land intervening between the land in ques. Land inter

vening betion and the district to which he desires to become at- tween petached is government land or is vacant and unoccupied, or that the owner thereof is unknown, and in such case, if the prayer of such petitioner is granted, such intervening tract shall be included in the change.

titioner and district.

Sec. 2. This act shall take effect and be in force from and after its passage.

Approved April 23, 1897.

8. F. No. 425,

CHAPTER 252.

Bducation.

An act to amend section three thousand six hundred and seventy-five (3675) of the general statutes of one thousand eight hundred and ninety-four (1894), relating to education.

Be it enacted by the Legislature of the State of Minnesota:

titled to bene

in district other than where he resides,

Amendment. SECTION 1. That the following words be added to

section three thousand six hundred and seventy-five (3675) of the general statutes of one thousand eight hundred and ninety-four (1894) immediately following the word "proper," and immediately preceding the first

(1st) proviso in said section. , Tax payer en- In case a person has real property in and pays taxes fits of school thereon in a common or an independent school district

other than the one in which he resides, than (then) such person shall be admitted to all the benefits of such other school, the same as the residents therein, upon conforming to such reasonable terms for tuition as the board of education of such independent school district, or, in case of a common school district, the county commissioners may have established for non-residents, except that he shall be entitled to have the amount of school taxes which he pays to the support of said district applied in payment of said tuition fees.

Sec. 2. This act shall take effect and be in force from and after its passage.

Approved April 23, 1897.

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