corporation, nor shall any loan be made to a stockholder upon the security of the stock of the corporation, and if any such loan be made, the officer or officers who make it or assent thereto shall be jointly and severally liable until the repayment of the sum so loaned with interest. Nor shall any corporation take as security for any debts a lien upon any part of its capital stock, unless such lien shall be necessary to prevent loss upon a debt previously contracted. Provided, however, that the provisions of this section shall not apply to corporations organized exclusively as Building and Loan Associations.

SEC. 37. False Statements as to Condition or Business, Unlawful; Penalty:-If the directors or officers of any corporation organized under the provisions of this Chapter, shall knowingly cause to be published or give out any written statement or report of the condition or business of the corporation that is false in any material respect, the officers and directors causing such report or statement to be published, or given out, or assenting thereto, shall be jointly and severally, individually liable for any loss or damage resulting therefrom.

SEC. 38. Surrender of Corporate Rights Before Payment of Capital Stock:-Before the payment of any part of the capital and before beginning business for which the corporation was created, the incorporators named in any certificate of incorporation may surrender all their corporate rights and franchises, by filing in the office of the Secretary of State a certificate, verified by the oath or affirmation of a majority of the incorporators named in the certificate of incorporation, that no part of the capital has been paid and such business has not been begun, and surrendering all rights and franchises and thereupon the said corporation shall be dissolved.

SEC. 39. Dissolution; Proceedings for:-If it should be deemed advisable, in the judgment of the Board of Directors, and most for the benefit of any corporation organized under this Chapter, that it should be dissolved, the Board, within ten days after the adoption of a resolution to that effect by a majority of the

whole Board at any meeting called for that purpose, of which meeting every director shall have received at least three days' notice, shall cause notice of the adoption of such resolution to be mailed to each stockholder residing in the United States, and thereupon cause a like notice to be inserted in a newspaper published in the County wherein the corporation shall have its principal office, at least three weeks successively, once a week, next preceding the time appointed for the same, of a meeting of the stockholders having voting power, to be held at the office of the corporation, to take action upon the resolution so adopted by the Board of Directors, which meeting shall be held between the hours of ten o'clock in the forenoon and three o'clock in the afternoon of the day so named, and which meeting may, on the day so appointed, by consent of a majority in interest of the stockholders present in person or by proxy, having voting power, be adjourned from time to time, for not less than eight days at any one time, of which adjourned meeting notice by advertisement in said newspaper shall be given; and if at any such meeting two-thirds in interest of all the stockholders, having voting power, shall consent that a dissolution shall take place and signify their consent in writing, such consent, together with a list of the names and residences of the directors and officers, certified by the President and Secretary and Treasurer, shall be filed in the office of the Secretary of State, who, upon being satisfied by due proof that the requirements aforesaid have been complied with, shall issue a certificate that such consent has been filed, and the Secretary of State shall cause such certificate to be published in one issue in a newspaper published in the County wherein the principal office of the dissolved corporation was situated. The Secretary of State shall ascertain the charge for publishing the certificate of dissolution as aforesaid, and collect the amount from the corporation before the certificate of dissolution is issued; and upon the filing in the office of the Secretary of State of an affidavit of the manager or publisher of the said newspaper that said certificate has been published one time, in said newspaper, the corporation shall be dissolved.

Whenever all the stockholders, having voting power, shall consent in writing to a dissolution, no meeting of stockholders

shall be necessary, but on filing said consent in the office of the Secretary of State, he shall, as above provided, issue a certificate of dissolution, which shall be published as above provided.

Whenever the Secretary of State issues a certificate of dissolution it shall be recorded in the office of the Recorder of the County in which the principal office of the corporation was maintained.

Whenever it shall be desired to dissolve any corporation not for profit and having no capital stock, organized under this Charter, the board of managers or other controlling body, however named, having in charge the administration of the business or affairs of such corporation, shall exercise, assume and fulfill all of the functions, rights, privileges and duties, looking toward, involved in or concerned with the dissolution of such corporation, which are hereinabove in like case imposed or conferred upon the board of directors of a corporation having capital stock in and upon its dissolution; and the members of such corporation not for profit and having no capital stock entitled by its by-laws, or by its conditions of membership or otherwise, to vote for the election of members of its board of managers or other controlling or managing body, or upon any of the affairs or concerns of such corporation, shall exercise, assume and fulfill all of the functions, rights, privileges and duties looking toward, involved in or concerned with the dissolution of such corporation, which are hereinabove, in like case, imposed or conferred upon the stockholders of a corporation having capital stock, in and upon its dissolution. In all other respects, the method and proceedings for the disolution of a corporation not for profit or having no capital stock shall conform, so near as may be, to the method and proceedings hereinabove prescribed for the dissolution of corporations having capital stock.

Sec. 40. Continuation of Corporation After Dissolution for Purposes of Suit, Etc.:-All corporations, whether they expire by their own limitation, or are otherwise dissolved, shall nevertheless be continued for the term of three years from such expiration or dissolution bodies corporate for the purpose of prosecuting

and defending suits by or against them, and of enabling them gradually to settle and close their business, to dispose of and convey their property, and to divide their capital stock but not for the purpose of continuing the business for which said corporation shall have been established; provided, however, that with respect to any action, suit or proceeding begun or commenced by or against the corporation prior to such expiration or dissolution and with respect to any action, suit or proceeding begun or commenced by the corporation within three years after the date of such expiration or dissolution, such corporation shall only for the purpose of such actions, suits or proceedings so begun or commenced be continued bodies corporate beyond said three year period and until any judgments, orders, or decrees therein shall be fully executed.

SEC. 43. Dissolved Corporations; Receivers for; How Appointed; Powers:-When any corporation organized under this Chapter shall be dissolved in any manner whatever, the Court of Chancery, on application of any creditor or stockholder of such corporation, at any time, may either continue such directors, trustees as aforesaid, or appoint one or more persons to be receivers of and for such corporation, to take charge of the estate and effects thereof, and to collect the debts and property due and belonging to the company, with power to prosecute and defend, in the name of the corporation, or otherwise, all such suits as may be necessary or proper for the purposes aforesaid, and to appoint an agent or agents under them, and to do all other acts which might be done by such corporation, if in being, that may be necessary for the final settlement of the unfinished business of the corporation; and the powers of such trustees or receivers may be continued as long as the Chancellor shall think necessary for the purposes aforesaid.

SEC. 44. Jurisdiction of Court of Chancery: The Court of Chancery shall have jurisdiction of said application and of

all questions arising in the proceedings thereon, and may make such orders and decrees and issue injunctions therein as justice and equity shall require.

SEC. 45. Trustees or Receivers; Duties of:-The said trustees or receivers after payment of all allowances, expenses and costs, and the satisfaction of all special and general liens upon the funds of the corporation to the extent of their lawful priority, shall pay the other debts due from the corporation, if the funds in their hands shall be sufficient therefor, and if not, they shall distribute the same ratably among all the creditors who shall prove their debts in the manner that shall be directed by an order or decree of the court for that purpose; and if there shall be any balance remaining after the payment of such debts and necessary expenses, they shall distribute and pay the same to and among those who shall be justly entitled thereto, as having been stockholders of the corporation, or their legal representatives.

SEC. 46. Dissolution; No Cause for Abatement of Actions; Suggestion on Record; Action Continued Against Trustees or Receivers: If any corporation organized under this Chapter becomes dissolved by the expiration of its charter or otherwise, before final judgment obtained in any action pending or commenced in any Court of Record of this State, against any such corporation, the said action shall not abate by reason thereof, but the dissolution of said corporation being suggested upon the record, and the names of the trustees or receivers of said corporation being entered upon the record, and notice thereof served upon said trustees or receivers, or if such service be impracticable upon the counsel of record in such case, the said action shall proceed to final judgment against the said trustees or receivers by the name of the corporation.

SEC. 47. Decree of Dissolution or Forfeiture of Charter; Filed with Secretary of State:-Whenever any corporation is dissolved or its charter forfeited by decree or judgment of the Court of Chancery, the said decree or judgment shall be forthwith