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stock is wholly or in part payable by a cumulative fund in regular or periodical instalments, or which is doing business in the form and of a character similar to that authorized by this article organized or incorporated in this state or in any state or country outside of this

state.

(Former section 2; L. 1892, ch. 689.)

§ 239. Construction of reference to laws of eighteen hundred ninetytwo. Whenever reference is made prior to May thirty-first, eighteen hundred and ninety-eight, in any of the statutes of the state of New York to article five or six and to articles five and six of chapter six hundred and eighty-nine of the laws of eighteen hundred and ninetytwo of the said reference shall be construed to mean and refer to article six of this chapter.

(Former section 195; L. 1894, ch. 705, § 1.)

§ 240. When association may be dissolved. In either of the following cases, any association incorporated under chapter one hundred and twenty-two, laws of eighteen hundred and fifty-one, entitled "An act for the incorporation of building, mutual loan and accumulating fund associations," and the acts amendatory thereof, may be dissolved, or the court may declare and adjudge that it has been dissolved, or that its corporate existence has terminated, and the assets of such corporation may be distributed among those entitled thereto: 1. Whenever the time of the existence of such association, as specified in its certificate of incorporation, has expired;

2. Whenever all the shares of such association shall be redeemed by advances thereon, or whenever the owners of unredeemed shares shall be paid the ultimate value thereon, as provided in the articles of association;

3. Whenever it shall appear to the satisfaction of the court that the association has ceased to do business, and that the purposes of its existence, as contemplated by the said act and by its certificate of incorporation, have been accomplished;

4. In any of the cases specified in section one hundred and one of the general corporation law, where no officer, director, agent or other person can be found upon whom service of process in behalf of the corporation is authorized by law.

(L. 1906, ch. 600, § 1.)

§ 241. Petition for dissolution. In either of the cases specified in section two hundred and forty a petition may be presented to the supreme court in the district where the real property of such association, or any part of said property, is or was situated, or where the place of business of such association is or was located. Such petition may be presented by any officer, director or trustee, member, shareholder or creditor of such association or by the executor, administrator or assigns of any such officer, shareholder, member or creditor, or by any other person or corporation who has or may have an interest in obtaining the relief prayed for in such petition, or who may have an interest in procuring from some one authorized to represent said corporation some conveyance or other instrument to perfect title, or to remedy an apparent defect in title to real property which, or some interest in which, may at some time have been or might be claimed to have been owned by said association. Such petition shall be verified and shall set forth the name of the association and the place where its certificate of incorporation is filed; the nature of the interest of the petitioner in the association or in the application; under which of the cases specified in section two hundred and forty of this chapter the application falls; and a concise statement of the condition of the affairs of such association, to the best of the petitioner's knowledge, information and belief, together with any other facts that may be deemed appropriate.

(L. 1906, ch. 600, § 1.)

§ 242. Proceedings on presentation of petition. Upon the presentation of such petition the court must make an order, returnable in not less than twenty-one days, requiring such association, its officers, directors or trustees, members, shareholders and creditors, and all other persons having any interest in such association or in its assets, to show cause why the relief provided for in section two hundred and forty of this chapter should not be granted; such order shall be published once a week for three successive weeks in a newspaper specified in the order, published in the county wherein the order is entered, or where the certificate of incorporation of such association is filed, and such publication shall be deemed to constitute sufficient service of the order and of notice of the application upon all persons and classes of persons designated in the order. But the

court may direct such different or other service thereof as it may deem proper. A copy of such petition and of the order to show cause granted thereon shall be served upon the attorney-general and the superintendent of banks of the state of New York, at least eight days before the return day thereof.

(L. 1906, ch. 600, § 3.)

§ 243. Hearing and order for dissolution; appointment of trustee. At the time and place specified in the order, or to which the hearing is adjourned, the court, or the referee, if the court should direct a reference, must hear all persons opposing the praper of the petition, hear the allegations and proofs of the parties, and determine the facts. If the court shall be satisfied that the association has already been dissolved, or that its legal existence has terminated, it shall make an order so declaring and adjudging. If it shall find that the association, though legally in existence, ought to be dissolved, it shall make an order dissolving it, and upon the entry of such order the association is dissolved. In either case it shall appoint a trustee or trustees for the purpose of settling its affairs, collecting and paying any outstanding debts, and dividing among the persons entitled thereto the money or other property remaining after payment of debts and necessary expenses. Such trustee or trustees shall have the same powers and duties as trustees under section thirty-five of the general corporation law, and shall give security as the court may direct for the faithful performance of his or their duties. The trustee or trustees so appointed may, from time to time, sell, at public or private sale, all or any of the property and assets, including claims of any kind, which belonged to the association when it was dissolved or ceased to exist, and may execute all conveyances or instruments requisite to perfect the title of the purchaser..

(L. 1906, ch. 600, § 4.)

§ 244. Report and Compensation of trustee. Such trustee or trustees shall be subject to the control of the court in the same manner as a receiver appointed in a proceeding for the voluntary dissolution of a corporation, and when he or they shall have completed the liquidation, shall render an account of his or their proceedings, and the net proceeds in his of their hands shall be dis

tributed or paid into court as shall be determined and directed by the court. The trustee or trustees shall thereupon be entitled to be discharged from further liability. The provisions of section three hundred and three of the general corporation law shall apply to the proceedings hereby provided. Such trustee or trustees shall be entitled to the same compensation as receivers are entitled to under section thirty-three hundred and twenty of the code of civil procedure.

(L. 1906, ch. 600, § 5.)

§ 245. Limitation and construction of article. Nothing in this article shall be so construed as to repeal or limit the application of the provisions of the code of civil procedure, the general corporation law or of other statutes providing for the voluntary or involuntary dissolution of corporations by action or special proceeding.

(L. 1906, ch. 600, § 6.)

ARTICLE 7.

BUILDING AND LOT ASSOCIATIONS.

SECTION 260. Incorporation.

261. Powers.

262. Borrowing money.

263. Dividends.

264. Monthly payments.

265. Liability of stockholders and directors.

266. Exemption of shares from sale and execution.

267. Reports.

§ 260. Incorporation.

Five or more persons may become a corporation for the purpose of accumulating a fund for the purchase of real property, to pay off incumbrances thereon, to aid its members in acquiring a building lot or lots, and making improvements thereon in a manner and form specified in the certificate of incorporation, or for all or any of such purposes, by making, acknowledging and filing a certificate of incorporation setting forth:

1. The name of the corporation.

2. The location of its principal business office.

3. When its regular meetings shall be held and how special meetings may be called.

4. What shall be a quorum to transact business at its meetings. 5. How members shall be admitted, and their qualifications.

6. What officers, directors or attorneys of the corporation there shall be and how and when chosen.

7. The duties of such officers, directors or attorneys, and how removed or suspended from office.

8. The names of the persons who shall be such officers and directors for its first year and until others are chosen or appointed in their places.

9. The amount of each share and how ascertained.

10. The monthly or weekly dues per share.

11. The fees to be paid on the transfer of shares.

12. The penalties for nonjayment of dues or fees, or other violation of the provisions of the certificate.

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