« 上一頁繼續 »
3. A description of the real property to be sold, mortgaged or leased, by metes and bounds, with reasonable certainty.
4. That the interests of the corporation or association will be promoted by the sale, mortgage or lease, of the real property specified, and a concise statement of the reasons therefor.
5. That such sale, mortgage or lease, has been authorized, by a vote of at least two-thirds of the directors, trustees or managers of the corporation or association, at a meeting thereof, duly called and held, and a copy of the resolution granting such authority.
6. The market value of the remaining real property of the cor. poration or association, and the cash value of its personal assets, and the total amount of its debt and liabilities, and how secured, if at all.
7. The application proposed to be made of the moneys realized from such sale, mortgage or lease.
8. Where the consent of the shareholders, stockholders or mem. bers of the corporation or association, is required by law to be first obtained, a statement that such consent has been given, and a copy of the consent or a certified transcript of the record of the meeting at which it was given, shall be annexed to the petition,
9. A demand for leave to mortgage, lease or sell the real estate described.
The petition shall be verified in the same manner as a verified pleading in an action in a court of record.
[See form, No. 26.] ·
$ 3392. Upon the presentation of the petition, the court may immediately proceed to hear the application, or it may, in its discretion, direct that notice of the application shall be given to any person interested therein, as a member, stockholder, officer or creditor of the corporation or association or otherwise, in which case the application shall be heard at the time and place specified in such notice, and the court may in any case appoint a referee to take the proofs and report the same to the court, with his opinion thereon.
$ 3393. Upon the hearing of the application, if it shall appear to the satisfaction of the court that the interest of the corpora. tion or association will be promoted thereby, an order may be granted authorizing it to sell, mortgage or lease the real property described in the petition, or any part thereof, for such sum, and upon such terms as the court may prescribe, and directing what disposition shall be made of the proceeds of such sale, mortgage or lease. Any person, whose interests may be affected by the proceedings, may appear upon the hearing and show cause why the application should not be granted
[See form, No. 26.]
$ 3394. If the corporation or association is insolvent, or its property and assets are insufficient to fully liquidate its debts and liabilities, the application shall not be granted, unless all the creditors of the corporation have been served with a notice of the time and place at which the application will be heard.
§ 3395. Service of notice, provided for in this title, may be made either personally, or, in case of absence, by leaving the same at the place of residence of the person to be served, with some person of mature age and discretion, at least eight days before the hearing of the application, or by mailing the siune, duly enveloped and addressed and postage paid, at least sixteen days before such hearing.
§ 3396. In all applications made under this title, where the niode or manner of conducting any or all of the proceedings thereon and not expressly provided for, the court before whoin such application may be pending, shall have the power to make all necessary orders and give the proper directions to carry into effect the object and intent of this title, or of any act authorizing the sale of the corporate real property, and the practice in such cases shall conform, as near as may be, to the ordinary practice in such court.
§ 3397. This title shall take effect May first, eighteen hundrell and ninety, and shall not affect any proceeding previously, commenced
TITLE X OF CHAP. 17 OF CODE OF CIVIL PROCEDURE.
Proceedings to change name.
2411. Petition by corporation.
§ 2410. Petition by individual.- A petition for leave to assume another name may be made by a resident of the state to the county court of the county in which he resides, or, if he resides in the city of New York, either in the supreme court, or to the city court of New York. The petition of an infant shall be made by his general guardian, or by the guardian of his per. son, or by his next friend. [Am'd by Ch. 946 of 1895. In effect Jal. 1, 1896.]
§ 2411. Petition by corporation.- A petition to assume an. other corporate name may be made by a domestic corporation, whether incorporated by a general or special law, to the supreme court at a special term thereof, held in the judicial dig. trict in which its principal business office shall be situated, or, if it be other than a stock corporation, at a special term held in the judicial district in which its certificate of incorporation is filed or recorded, or in which its principal property is situated, or in which its principal operations are or theretofore have been condueted. If it be a banking, insurance or railroad corporation, the petition must be authorized by a resolution of the directors of the corporation, and approved if a banking corporation, by the superintendent of banks; if an insurance corporation, by the superintendent of insurance, and if a railroad corporation, hy the board of railroad commissioners. The petition to change the name of any other corporation must have annexed thereto a certificate of the secretary of state, that the name which such corporation proposes to assume is not the name of any other domestic corporation or a name which he deems so nearly resembling it as to be calculated to deceive. [Am'd by Ch. 366 of 1893.]
$ 2412. Contents of petition.— The petition must be in writing, signed by the petitioner and verified in like manner as a pleading in a court of record, and must specify the grounds of the application, the name, age and residence of the individual whose name is proposed to be changed, and the name which he proposes to assume, and if the petitioner be a corporation, its present name, and the name it proposes
to assume, which must not be the name of any other corporation,
name nearly resembling it to be calculated to deceive; and if it be a railroad corporation, a corpration having banking powers or the power to make loans upon pledges or deposits, or to make insurances, that the petition has been duly authorized by a resolution of the directors of the corporation and approved by the proper officer. [Am’d by Ch. 366 of 1893.]
$ 2413. Notice of presentation of petition. If the petition be to change the name of an infant, and is made by the infant's next friend, notice of the time and place at which the petition will be presented must be served upon the father, or if he is dead or cannot be found, upon the mother, or if both are dead or cannot be found, upon the general guardian or guardian of the person of the infant, in like manner as a notice of a motion upon an attorney in an action, unless it appears to the satissaction of the court that the infant has no father or mother, or that both reside without the state or cannot be found, and that he has no guardian residing within this state, in which case the court may dispense with notice or require notice to be given to such persons and in such manner as the court thinks proper. If the petition be made by a corporation located e's'. where than in the city and county of New York, notice of the presentation thereof shall be published once in each week for six successive weeks in the state paper (at Albany, in which notices by state officers are authorized by law to be published), and in a newspaper of every county in which such corporation shall have a business office, or if it has no business office, of the county in which its principal corporate property is situated, or in which its operations are or theretofore have been principally conducted, which newspaper, if it be a banking corporation, shall be designated by the superintendent of banks, if an insurance corporation, by the superintendent of insurance, or if a railroad corporation, by the railroad commissioners. In the city and county of New York such notice shall be published
once in each week for six successive weeks in two daily newspapers published in such county. [Am'd by Ch. 264 of 1894. Took effect April 4, 1894.]
$ 214. Order.- If the court.to which the petition is presented is satisfied thereby, or by the affidavit and certiticate presented therewith, that the petition is true, and that there is no reasonable objection to the change of name proposed, and if the petition be to change the name of an infant, that the interests of the infant will be substantially promoted by the change, and, if the petitioner be a corporation, that the petition has been duly authorized and that notice of the presentation of the petition, if required by law, has been made, the court shall make an order authorizing the petitioner to assume the name proposed on a day specified therein, not less than thirty days after the entry of the order. The order shall be directed to be entered and the papers on which it was granted, to be filed within ten days thereafter in the clerk's office of the county in which the petitioner resides, if he be an individual, or in the office of the clerk of the city court of New York if the order be made by that court, or, if the petitioner be a corporation, in the office of the cierk of the county in which its certificate of incorporation, if any, shall be filed, or if there be none filed in which its principal office shall be located, or if it has no business office, in the county in which its principal property is situated, or in which its operations are or theretofore have been principally conducted, or in the office of the clerk of the county in which the special term granting the order is held; and, if the petitioner be a corporation, that a certified copy of such order shall, within ten days after the entry thereof, be filed in the office secretary of state; and also, if it be a banking corporation, in the office of the superintendent of banks, or if it be an insurance corporation, in the office of the superintendent of insurance, or if it be a railroad corporation, in the office of the board of railroad commissioners. Such order shall also direct the publication, within ten days after the entry thereof of a copy thereof in a designated newspaper, in the county in which the order is directed to be entered, at least once if the petitioner be an individual, or if the petitioner be a corporation, once in each week for four successive weeks. The county clerk, in whose office an order changing the name of a corporation is entered, shall record the same at length in the book kept in his office for recording certificates of incorporation. [Am’d by Ch. 946 of 1895. In effect Jan. 1, 1896.]