with power to prosecute and defend, in the name of the corporation, or otherwise, all such suits as may become 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 court shall think necessary for the purposes aforesaid.

§ 1195.

Receiverships and Dissolution by the Court.

Sec. 94. Whenever a corporation has wilfully violated its charter, or its trustees or directors have been guilty of fraud or collusion or gross mismanagement in the conduct or control of its affairs, or its assets are in danger of waste through attachment, litigation or otherwise, or said corporation has abandoned its business and has not proceeded diligently to wind up its affairs, or to distribute its assets in a reasonable time, or has become insolvent and is not about to resume its business with safety to the public, any holder or holders of one-tenth of the issued and outstanding capital stock may apply to the district court, held in the district where the corporation has its principal place of business, for an order dissolving the corporation and appointing a receiver to wind up its affairs, and by injunction restrain the corporation from exercising any of its powers or doing any business whatsoever, except by and through a receiver appointed by the court. Such court may, if good cause exist therefor, appoint one or more receivers for such purpose, but in all cases directors or trustees who have been guilty of no negligence nor active breach of duty shall have the right to be preferred in making such appointment, and such court may at any time for sufficient cause make a decree dissolving such corporation and terminating its existence. (As Amended by Stats. 1923, p. 20.)

See also Rev. Laws, § 5093, infra, p. 954, and §§ 46-63 of act of 1925, supra, pp. 861 et seq.

Referred to in State ex rel. Neuzel v. District Court, 49 Nev. 145, 241 Pac. 317.

Jurisdiction. The court has no jurisdiction to dissolve a corporation and appoint a receiver except upon a proper showing after all parties interested have had an opportunity to be heard. Hettel v. District Court, 30 Nev. 382, 133 Am. St. Rep. 731, 96 Pac. 1062; Golden v. Fifth Judicial District Court, 31 Nev. 250, 101 Pac. 1021; State ex rel. Howell v. Wildes, 34 Nev. 94, 116 Pac. 595.

Stockholder who filed a petition in the proceeding in which he alleged that there was no necessity for the dissolution, and that the dissolution and

the appointment of a receiver were without authority for specified reasons, and asked that he himself be appointed receiver, and who also filed a motion to dissolve the orders, held not estopped to question court's jurisdiction. Hettel v. District Court, 30 Nev. 382, 133 Am. St. Rep. 731, 96 Pac. 1062. Parties. The directors must be made parties to the proceedings, and the stockholders are at least proper parties. Golden v. Fifth Judicial District Court, 31 Nev. 250, 101 Pac. 1021.

Notice. A notice directed only to the corporation and commanding an appearance forthwith is insufficient. Golden v. Fifth Judicial District Court, 31 Nev. 250, 101 Pac. 1021.

Appearance on behalf of the corporation after the making of ex parte orders dissolving it and appointing a receiver was held not to confer jurisdiction to make such orders, where its answer to the motion on which the orders were based was verified by the plaintiff in the action, it was represented by plaintiff's counsel. Hettel v. District Court, 30 Nev. 382, 133 Am. St. Rep. 731, 96 Pac. 1062.

and

Certiorari. A person who is a director and a stockholder, and the ad ministrator of an estate which owns stock, is interested in and affected by the proceedings both in his individual and official capacities, and is entitled to institute certiorari proceedings to review orders dissolving the corporation and appointing a receiver. Hettel v. District Court, 30 Nev. 382, 133 Am. St. Rep. 731, 96 Pac. 1062.

§ 1196. Filing and Publication of Decree; Presentation of Claims.

Sec. 95. Whenever any decree is made appointing a receiver to wind up the affairs of a corporation, it shall be the duty of such receiver to file a certified copy of his appointment and of the decree of dissolution, if made by a court, with the secretary of state. Such court shall also direct that such decree appointing a receiver be published at least once a week for four weeks in some newspaper published in the county and shall also limit a time which shall not be less than four (4) months from the date of the first publication of the order or decree within which all claims against such corporation shall be presented to the receiver, and shall provide that all claims not so presented shall not share in the assets, but be barred therefrom unless, before actual distribution is made and on good cause shown, permission be given to present any claim after the time so limited.

§ 1197. Sale of Property and Franchises.

Sec. 96. Said court may in its discretion, in lieu of decreeing the dissolution of such corporation, order the receiver to sell its property and franchise, and the purchaser thereof shall succeed to all the rights and privileges of said corporation and may reorganize the same under the direction of said court or pursuant to sections 49 and 50 of this act. At any sale of such property at public auction the court may in its discretion

authorize the receiver to accept in payment duly allowed claims against such corporation at a proper valuation; provided, however, any corporation created under this act or subject to its provisions, may sell and convey all its property and assets upon a vote of not less than sixty per cent of the outstanding stock of such corporation at a meeting of the stockholders, called for that purpose, notice of such meeting having been previously given by mail to each stockholder of record, at least fifteen days before the date of such meeting; and provided further, any corporation may in its articles of incorporation or by amendment thereto provide for a greater amount than seventy-five per cent of the outstanding stock to authorize a sale and conveyance of the property and assets of such corporation. (As Amended by Stats. 1913, p. 65.)

§ 1198. Sale of Deteriorating Property.

Sec. 97. Whenever the property of an insolvent corporation is at the time of the appointment of a receiver encumbered with liens of any character, and the validity, extent or legality of such lien is disputed or brought in question, and the property. of the corporation is of a character which will deteriorate in value pending litigation over or respecting such lien, the court appointing the receiver may order the receiver to sell the property of the corporation clear of encumbrances, at public or private sale for the best price that can be obtained, subject to confirmation by the court, and pay the net proceeds of the sale into court, there to remain subject to order of court to be distributed and apportioned under the supervision of the court, as it shall direct.

§ 1199. Compensation of Receivers.

Sec. 98. The district court shall, before making distribution of the assets of an insolvent corporation among the creditors or stockholders thereof, allow a reasonable compensation to the receivers or trustees for their services, and the costs and expenses incurred in and about the execution of their trusts and the costs of the proceedings in said court, to be first paid out of said assets.

§ 1200. Mining Corporations; Subscriptions to Stock; Assess

ments.

Sec. 99. In corporations already formed, or which may hereafter be formed under this act, or otherwise, for mining purposes, where the amount of the capital stock of such corporation consists of the aggregate valuation of the whole number of feet,

shares, or interest in any mining claim in this state, for the working and development of which such corporation shall be or has been formed, no actual subscription to the capital stock of such corporation shall be necessary; but each owner in said mining claim shall be deemed to have subscribed such an amount to the capital stock of such corporation as under the by-laws will represent the value of so much of his or her interest in said mining claim the legal title to which he or she may, by deed, deed of trust, or other instrument, vest, or have vested, in such corporation, for mining purposes; such subscription to be deemed to have been made and to have been fully paid on the execution and delivery to such corporation and its acceptance by such corporation of such deed, deed of trust, or other instrument; nor shall the validity of any assessment levied, or which may hereafter be levied, by the board of directors or trustees of such corporation, provided such corporation has the right and power to levy assessments, be affected by reason of the fact that the full amount of the capital stock of such corporation, as mentioned in the certificate of incorporation, shall not have been subscribed as provided in this section; provided, that the greater portion of said amount of capital stock shall have been subscribed; and, provided further, that this section shall not be so construed as to prohibit the stockholders of any corporation formed, or which may be formed, for mining purposes, as provided in this section, from regulating the mode of making subscriptions to its capital stock and calling in the same by by-laws or express contract; provided further, that no corporation hereafter formed shall ever have power to assess paid-up stock unless in its original articles or certificate of incorporation such power is reserved, and no amendment of such original in this respect or to give such power shall ever be made.

§ 1201. Mining Corporations Governed by District Mining Laws. Sec. 100. All corporations already formed, or which may hereafter be formed under this act for mining purposes, shall be governed by the mining laws of the district where the mine is located.

§ 1202. Mining Corporations may Become Stockholders in Certain Other Companies.

Sec. 101. Corporations already formed, or hereafter incorporated under the provisions of this act for mining, milling, or ore-reduction purposes, may subscribe to and become stockholders in any corporation, company, or association now formed, or which may hereafter be formed, for the purpose of construct

ing any tunnel, shaft or other work, which may be calculated to aid or facilitate the exploration, development, or working of any mine or mining ground in this state; and any corporation so becoming a stockholder therein shall, in proportion to its interest, be subject to all the liabilities, and entitled to all the rights and privileges of an individual stockholder.

Sec. 102. On filing any certificate or articles or other paper relative to corporations in the office of the secretary of state the following fees and taxes shall be paid to the secretary of state for the use of the state: For certificate or articles of incorporation, twenty (20) cents for each one thousand dollars. of capital stock authorized up to and including one million. dollars; ten (10) cents for each one thousand dollars of capital stock authorized over one million dollars and up to and including five million dollars; and five (5) cents for each one thousand dollars of capital stock authorized over five million dollars, but in no case less than fifty ($50) dollars; consolidation and merger of corporations, twenty (20) cents for each one thousand dollars capital authorized beyond the total authorized capital of the corporations merged or consolidated up to one million dollars; ten (10) cents for each one thousand dollars of capital of the corporations merged or consolidated over one million dollars and up to and including five million dollars; and five (5) cents for each one thousand dollars of capital of the corporations merged or consolidated over five million dollars, but in no case less than twenty ($20) dollars; increase of capital stock the same fees as would be required upon original incorporation, but in no case less than twenty ($20) dollars; extension or renewal of corporate existence of any corporation, one-half that required for the original certificate or articles of incorporation by this act; dissolution of corporation, change of nature of business, amended articles or certificate of incorporation or organization (other than those authorizing increase of capital stock), decrease of capital stock, the increase or decrease of par value of or number of shares, twenty ($20) dollars; for filing list of officers and directors or trustees and name of agent in charge of principal office, two ($2) dollars; notice of removal of principal place of business, other than by amendment, two dollars ($2); for comparing any document to be certified when copy thereof is furnished, if any corrections are required to be made. therein before certifying thereto, forty (40) cents for each folio of one hundred words of said document so compared; for certifying to copy of articles of incorporation, where copy is