§ 221 — Dissolution of educational institution by stockholders

New York § 221

• Jurisdiction: New York
• Law EDN: Education
• Title 1: General Provisions Article 1 Short Title and Definitions (§§
• Part 1: General Organization
• Art. 5: University of the State of New York

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§ 221. Dissolution of educational institution by stockholders. 1.\nMeeting to consider application for dissolution, when to be called. The\ntrustees of any educational corporation chartered by regents or subject\nto their visitation and having capital stock, may, and upon the written\napplication of any person owning or lawfully holding one-third of the\nsaid capital stock, must call a general meeting of the stockholders of\nthe said corporation as hereinafter provided, for the purpose of\ndetermining whether or not such corporation shall surrender its charter\nand be dissolved and its property distributed among the stockholders\nthereof.\n 2. Notice thereof, how published. The notice for such general meeting\nmust state the object thereof and be subscribed by the chairman or other\nacting presiding officer and the secretary or acting secretary of the\nsaid corporation or board of trustees; it shall be published once a week\nfor three successive weeks prior to such meeting in a daily or weekly\nnewspaper circulated in the place where the principal office of such\ncorporation is located; or if there be no such paper, then in a daily or\nweekly paper circulated within the county, if there be one, or, if not,\nin an adjoining county to that in which such corporation is located.\n 3. Vote requisite for surrender of charter and dissolution. Whenever,\nat a meeting of the stockholders called as hereinbefore provided, any\nperson or persons holding or qualified to vote upon a majority of the\ncapital stock of such educational corporation shall vote to surrender\nthe charter thereof and to dissolve the corporation, the trustees of\nsuch corporation, or a majority of them, must make and sign a\ncertificate of such action, cause the same to be properly attested by\nthe officers of the corporation and file the same, together with a copy\nof the published notice for the meeting at which such action was taken,\nand due proof of the publication thereof, in the office of the board of\nregents of the university of the state of New York and thereupon, if the\nsaid proceedings shall have been regularly conducted as above\nprescribed, the charter of said corporation shall be deemed to be\nsurrendered and the said corporation dissolved.\n 4. Powers of trustees of educational corporations upon dissolution.\nUpon the dissolution of such educational corporation as herein provided,\nor upon the revocation by the regents, pursuant to section two hundred\nnineteen of this chapter, of the charter of an educational corporation\nhaving outstanding shares of stock, the trustees thereof shall forthwith\nbecome and be trustees of the creditors and stockholders of the\ncorporation dissolved. They shall have full power to settle the affairs\nof the said corporation; to collect and pay the outstanding debts; to\nsue for and recover debts and property thereof by the name of the\ntrustees of such corporation; to sell and dispose of the property\nthereof, at public or private sale, and to divide among the stockholders\nthe moneys or other property that shall remain after the payment of\ndebts and necessary expenses.\n 5. Notice to creditors to present claims, how published. The said\ntrustees shall, after the dissolution of the said corporation, insert in\na newspaper circulated in the place where the principal office of said\ncorporation is located, or if there be none such then in a newspaper\ncirculated within the county, if there be one, or, if not, in an\nadjoining county, a notice once in each week for three successive\nmonths, requiring all persons having claims against the said corporation\ndissolved to present the same with proof thereof to the said trustees at\nthe place designated in such notice, on or before a day therein named\nwhich shall be not less than three months from the first publication\nthereof. In case any action shall be brought upon any claim which shall\nnot have been presented to the said trustees within three months from\nthe first publication of such notice, the said trustees shall not be\nchargeable for any assets, moneys or proceeds of the said corporation\ndissolved, which they may have paid in satisfaction of other claims\nagainst the said corporation, or in making distribution to the\nstockholders thereof, before the commencement of such action.\n 6. Surrender of stock scrip, upon distribution to shareholders. Upon\nthe distribution by the said trustees of assets or property, or the\nproceeds thereof, of the dissolved corporation among its stockholders,\nthe said trustees may require the certificates of ownership of capital\nstock, if such have been issued, standing in the name of any stockholder\nclaiming a distributive share, or under whom such share is claimed, to\nbe surrendered for cancellation by such stockholder or person claiming\nthe said share. In the event of the non-production of any such\ncertificate, the said trustees may require satisfactory proof of the\nloss thereof, or of any other cause for such non-production, together\nwith such security as they may prescribe, before payment of the\ndistributive share to which the person claiming upon such share of stock\nmay appear to be entitled.\n 7. Notice of distribution, to absent and unknown shareholders. In\ncase the said trustees upon such distribution by them of assets or\nproperty, or the proceeds thereof, of the dissolved corporation among\nits stockholders, shall be unable to find any of the said stockholders\nor the persons lawfully owning or entitled to any portion of the said\ncapital stock, they shall give notice in the manner hereinabove provided\nfor calling the general meeting of stockholders of such distribution, to\nthe persons in whose names such stock shall stand upon the books of the\nsaid corporation, requiring them to appear at a time and place\ndesignated, to receive the portion of such assets or property to which\nthey may be entitled; in case of the failure of any such persons to so\nappear, it shall be lawful for the said trustees to pay over and deliver\nto the county treasurer of the county wherein the principal office of\nsuch corporation was located, or to any trust company or other\ncorporation located within such county and authorized to receive moneys\non deposit under order or judgment of a court of record, the proportion\nof the assets, property or proceeds aforesaid which such non-appearing\nstock bears to the whole stock; the said trustees shall also deliver\ntherewith a list of the persons entitled to receive the same, together\nwith the separate amounts to which they shall be severally entitled.\n 8. Liability of trustees, when to cease. Upon the payment and\ndischarge of the debts and obligations of the corporation dissolved, as\nhereinbefore provided, and the distribution of its assets, property and\nproceeds among the stockholders thereof, and due provision made, as\nhereinabove prescribed, for the interests of non-appearing stockholders\nand such as can not be found, the said trustees shall become and be\nrelieved and discharged from further duty, liability and responsibility\nby reason of their relation to the said corporation, or towards the\nstockholders thereof.\n 9. Duties and liabilities of custodians. Any county treasurer, trust\ncompany or other corporation to whom assets, property or proceeds shall\nbe delivered as herein provided, shall hold the same in trust for the\npersons designated and entitled to receive it; and upon receiving\nsatisfactory proof of the right and title thereto, or upon the order of\nany court of record competent to adjudicate thereupon, shall pay over\nand deliver to any persons entitled to receive the same the portion of\nsuch proceeds, property or assets to which they shall be entitled.\n