or privilege, and that he pay the costs of the action. The court may, also, in its discretion, impose upon the defendant a fine not exceeding five thousand dollars, which fine, when collected, must be paid into the treasury of the State." SEC. 810. "When the action is brought upon the information or application of a private party, the Attorney-General may require such party to enter into an undertaking, with sureties to be approved by the Attorney-General, conditioned that such party, or the sureties, will pay any judgment for costs or damages recovered against the plaintiff, and all the costs and expenses incurred in the prosecution of the action." Voluntary Dissolution. SEC. 1227. "A corporation may be dissolved by the county judge of the county where its office or principal place of business is situated, upon its voluntary application for that purpose." SEC. 1228. "The application must be in writing, and must set forth: 1. That at a meeting of the stockholders or members called for that purpose, the dissolution of the corporation was resolved upon by a two-third vote of all the stockholders or members; 2. That all claims and demands against the corporation have been satisfied and discharged." SEC. 1229. "The application must be signed by a majority of the board of trustees, directors, or other officers having the management of the affairs of the corporation, and must be verified in the same manner as a complaint in a civil action." SEC. 1230. "If the judge is satisfied that the application is in conformity with this title, he must order it to be filed with the clerk, and that the clerk give not less than thirty days' nor more than fifty days' notice of the application, by publication in some newspaper published in the county, and if there are none such, then by advertisements posted up in three of the principal public places in the county." SEC. 1231. "At any time before the expiration of the time of publication, any person may file his objections to the application." SEC. 1232. “After the time of publication has expired, the judge may, upon five days' notice to the persons who have filed objections, or without further notice, if no objections have been filed, proceed to hear and determine the application; and if all the statements therein made are shown to be true, he must declare the corporation dissolved." SEC. 1233. “The application, notices and proof of publication, objections (if any), and declaration of dissolution, constitute the judgment roll, and from the judgment an appeal may be taken, as from judgments of the county courts." When a method of dissolution is prescribed by statute, that method must be followed. (People v. President, etc., of College of California, 38 Cal.166.) 400. On dissolution, Diectors to be Trustees for Creditors. Unless other persons are appointed by the Court, the directors or managers of the affairs of such corporation, at the time of its dissolution, are trustees of the creditors and stockholders or members of the corporation dissolved, and have full power to settle the affairs of the corporation. Former rule. At common law, upon the civil death of a corporation, its real estate reverts to the grantor. (1 Bl. Com. 484; 2 Kyd. on Corp. 516; 2 Kent Com. 307; Knight v. Wells, 1 Lut. 519; State Bank v. State, 1 Blackf. 267; Bingham v. Weiderwax, 1 Comst. 509.) The personal property vests in the State, and the debts to and from it are extinguished. (Rex v. Passamore, 3 T. R. 241; Bank of Miss. v. Wrenn, 3 S. & M. 791; Miami Ex. Co. v. Gano, 13 Ohio, 269; White v. Camp- . bell, 5 Humph. 38.) The authors of Angell & Ames on Corporations (Sec. 779 a) say of the common law rule that "it has in fact become obsolete and odious;" and "practically it has never been applied in England to insolvent or dissolved moneyed corporations; and in this country its unjust operation upon the rights of both creditors and stockholders of this class of corporations is almost invariably arrested by general or special statutes." Present rule. The rights of creditors are, in most cases, sufficiently protected by the equity rule, which is now generally established in this country, that the funds of a corporation are held in trust for creditors, so that in case of dissolution they can be followed in the hands of all save bona fide purchasers, without notice. (Wood v. Dummer, 3 Mason, 308; Curran v. State, 15 How. 304; Lum v. Robertson, 6 Wall. 277; Read v. Frankfort Bank, 23 Me. 318; Nathan v. Whitlock, 9 Paige, 151; Hightower v. Thornton, 8 Ga. 486; Nevitt v. Bank of Port Gibson, 6 S. & M. 573; State v. Bailey, 16 Ind. 46; Adler v. Milwaukee, etc., Co., 13 Wis. 57.) Quite generally statutes provide for the continuance of the corporation, in a qualified manner, for the purpose of settling its affairs after the dissolution has taken place, or fix the liabilities on stockholders, or in some way provide for the protection of creditors or others. (Pomeroy v. Bank, 1 Wall. 23; Franklin Bank v. Cooper, 36 Me. 179; Blake v. P. & C. R. R. Co., 39 N. H. 435; Grew v. Breed, 10 Met. 569; Stetson v. City Bank, 12 Ohio St. 577; Herron v. Vance, 17 Ind. 595.) 401. May extend term of existence. Every corporation formed for a period less than fifty years, may, at any time prior to the expiration of the term of its corporate existence, extend such term to a period not exceeding fifty years from its formation. Such extension may be made at any meeting of the stockholders or members, called by the directors expressly for considering the subject, if voted by stockholders representing two thirds of the capital stock; or by two thirds of the members; or may be made upon the written assent of that number of stockholders or members. A certificate of the proceedings of the meeting upon such vote, or upon such assent, shall be signed by the chairman and secretary of the meeting, and a majority of the directors, and be filed in the office of the county clerk, where the original articles of incorporation were filed, and a certified copy thereof in the office of the Secretary of State, and thereupon the term of the corporation shall be extended for the specified period. 402. Repealed. (Amendments 1873–4.) 403. Title I to apply to all Corporations, with certain exceptions. The provisions of this Title are applicable to every corporation, unless such corporation is excepted from its operation, or unless a special provision is made in relation thereto, inconsistent with some provision in this Title, in which case the special provision prevails. An Act in relation to Foreign Corporations. SECTION 1. Every corporation heretofore created by the laws of any other State, and doing business in this State, shall, within one hundred and twenty days after the passage of this Act, and any corporation hereafter created and doing business in this State, within sixty days from the time of commencing to do business in this State, designate some person residing in the county in which the principal place of business of said corporation in this State is, upon whom process issued by authority of or under any law of this State may be served, and within the time aforesaid shall file such designation in the office of the Secretary of State; and a copy of such designation, duly certified by said officer, shall be evidence of such appointment; and it shall be lawful to serve on such person so designated any process issued as aforesaid. Such service shall be made on such person in such manner as shall be prescribed in case of service required to be made on foreign corporations, and such service shall be deemed to be a valid service thereof. SEC. 2. Every corporation created by the laws of any other State, which shall fail to comply with the provisions of the first section of this statute, shall be denied the benefit of the statutes of this State limiting the time for the commencement of civil actions. SEC. 3. Every corporation created by the laws of any other State, which shall comply with the provisions of the first section of this statute, shall be entitled to the benefit of the statutes of this State, limiting the time for the commencement of civil actions. TITLE II. INSURANCE CORPORATIONS. CHAPTER I. GENERAL PROVISIONS. II. FIRE AND MARINE INSURANCE CORPORATIONS. CHAPTER I. GENERAL PROVISIONS. SECTION 414. Subscriptions to capital stock opened, and how collected. 415. Purchase and conveyance of real estate. 416. Policies, how issued and by whom signed. 417. Dividends, of what, and when declared. 418. Directors liable for loss on insurance in certain cases. 414. Subscriptions to Capital Stock opened, and how collected. After the Secretary of State issues the certificate of incorporation, as provided in Article I, Chapter I, Title I, of this Part, the directors named in the articles of incorporation must proceed in the manner specified, or in their by-laws; or if none, then in such manner as they may by order adopt, to open books of subscription to the capital stock then unsubscribed, and to secure subscriptions to the full amount of the fixed capital; to levy assessments and installments thereon, and to collect the same, as in Chapter II of Title I provided. For penalty for violations of, see § 557 Penal Code, in Appendix. 415. Purchase and Conveyance of Real Estate. No insurance corporation must purchase, hold, or convey real estate, except as hereinafter set forth, to wit: 1. Such as is requisite for its accommodation in the convenient transaction of its business, not exceeding in value one hundred and fifty thousand dollars; 2. Such as is conveyed to it, or to any person for it, by way of mortgage, or in trust, or otherwise, to secure or provide for the payment of loans previously contracted, or for moneys due; 3. Such as is purchased at sales upon deeds of trust, or judgments obtained or made for such loans or debts; 4. Such as is conveyed to it in satisfaction of debts previously contracted in the course of its dealings. All such real estate so acquired, which is not requisite for the accommodation of such corporation in the transaction of its business, must be sold and disposed of within five years after such corporation acquired title to the same. No such real estate must be held for a longer period than five years, unless the corporation first procures a certificate from the insurance commissioner, that the interest of the corporation will suffer materially by a forced sale of such real estate, in which event the time for the sale may be extended to such time as the insurance commissioner directs in the certificate. Power to acquire Lands. In section 360 there is a general provision as to the amount of land a corporation can hold. In this section, the amount is specifically determined as far as insurance companies are concerned. The power to acquire lands is unlimited, unless restricted by express law. (Page v. Heineberg, 40 Vt. 81; Central Gold M. Co. v. Platt, 3 Daly, 263.) Corporations cannot hold real estate beyond the authority conferred by their charter. (Steamboat Co. v. McCutcheon, 13 Penn. St. 15; Riley v. Rochester City, 9 N. Y. 64; Downing v. Marshall, 23 N. Y. 66; Parish Ch. v. Cole, 3 Pick. 232.) Power to Dispose. Independent of positive law, all corporations have the absolute jus disponendi of lands and chattels, neither limited as to objects, nor circumscribed as to quantity. (2 Kent, 12 ed. 355; Barry v. Merchants' Exch. Co., 1 Sandf. Ch. 280; Burton's Appeal, 57 Penn. St. 213; Sherwood v. American Bible Society, 1 Keyes, 561; Miners' Ditch Co. v. Zellerbach, 37 Cal. 543.) 416. Policies, how issued, and by whom signed. All policies made by insurance corporations must be subscribed by the president or vice-president, or in case of the death, absence, or disability of those officers, by any two of the directors, and countersigned by the secretary of the corporation.. |