New York Laws
Part 1 - General Organization
221 - Dissolution of Educational Institution by Stockholders.

§ 221. Dissolution of educational institution by stockholders. 1.
Meeting to consider application for dissolution, when to be called. The
trustees of any educational corporation chartered by regents or subject
to their visitation and having capital stock, may, and upon the written
application of any person owning or lawfully holding one-third of the
said capital stock, must call a general meeting of the stockholders of
the said corporation as hereinafter provided, for the purpose of
determining whether or not such corporation shall surrender its charter
and be dissolved and its property distributed among the stockholders
thereof.

2. Notice thereof, how published. The notice for such general meeting
must state the object thereof and be subscribed by the chairman or other
acting presiding officer and the secretary or acting secretary of the
said corporation or board of trustees; it shall be published once a week
for three successive weeks prior to such meeting in a daily or weekly
newspaper circulated in the place where the principal office of such
corporation is located; or if there be no such paper, then in a daily or
weekly paper circulated within the county, if there be one, or, if not,
in an adjoining county to that in which such corporation is located.

3. Vote requisite for surrender of charter and dissolution. Whenever,
at a meeting of the stockholders called as hereinbefore provided, any
person or persons holding or qualified to vote upon a majority of the
capital stock of such educational corporation shall vote to surrender
the charter thereof and to dissolve the corporation, the trustees of
such corporation, or a majority of them, must make and sign a
certificate of such action, cause the same to be properly attested by
the officers of the corporation and file the same, together with a copy
of the published notice for the meeting at which such action was taken,
and due proof of the publication thereof, in the office of the board of
regents of the university of the state of New York and thereupon, if the
said proceedings shall have been regularly conducted as above
prescribed, the charter of said corporation shall be deemed to be
surrendered and the said corporation dissolved.

4. Powers of trustees of educational corporations upon dissolution.
Upon the dissolution of such educational corporation as herein provided,
or upon the revocation by the regents, pursuant to section two hundred
nineteen of this chapter, of the charter of an educational corporation
having outstanding shares of stock, the trustees thereof shall forthwith
become and be trustees of the creditors and stockholders of the
corporation dissolved. They shall have full power to settle the affairs
of the said corporation; to collect and pay the outstanding debts; to
sue for and recover debts and property thereof by the name of the
trustees of such corporation; to sell and dispose of the property
thereof, at public or private sale, and to divide among the stockholders
the moneys or other property that shall remain after the payment of
debts and necessary expenses.

5. Notice to creditors to present claims, how published. The said
trustees shall, after the dissolution of the said corporation, insert in
a newspaper circulated in the place where the principal office of said
corporation is located, or if there be none such then in a newspaper
circulated within the county, if there be one, or, if not, in an
adjoining county, a notice once in each week for three successive
months, requiring all persons having claims against the said corporation
dissolved to present the same with proof thereof to the said trustees at
the place designated in such notice, on or before a day therein named
which shall be not less than three months from the first publication
thereof. In case any action shall be brought upon any claim which shall
not have been presented to the said trustees within three months from

the first publication of such notice, the said trustees shall not be
chargeable for any assets, moneys or proceeds of the said corporation
dissolved, which they may have paid in satisfaction of other claims
against the said corporation, or in making distribution to the
stockholders thereof, before the commencement of such action.

6. Surrender of stock scrip, upon distribution to shareholders. Upon
the distribution by the said trustees of assets or property, or the
proceeds thereof, of the dissolved corporation among its stockholders,
the said trustees may require the certificates of ownership of capital
stock, if such have been issued, standing in the name of any stockholder
claiming a distributive share, or under whom such share is claimed, to
be surrendered for cancellation by such stockholder or person claiming
the said share. In the event of the non-production of any such
certificate, the said trustees may require satisfactory proof of the
loss thereof, or of any other cause for such non-production, together
with such security as they may prescribe, before payment of the
distributive share to which the person claiming upon such share of stock
may appear to be entitled.

7. Notice of distribution, to absent and unknown shareholders. In
case the said trustees upon such distribution by them of assets or
property, or the proceeds thereof, of the dissolved corporation among
its stockholders, shall be unable to find any of the said stockholders
or the persons lawfully owning or entitled to any portion of the said
capital stock, they shall give notice in the manner hereinabove provided
for calling the general meeting of stockholders of such distribution, to
the persons in whose names such stock shall stand upon the books of the
said corporation, requiring them to appear at a time and place
designated, to receive the portion of such assets or property to which
they may be entitled; in case of the failure of any such persons to so
appear, it shall be lawful for the said trustees to pay over and deliver
to the county treasurer of the county wherein the principal office of
such corporation was located, or to any trust company or other
corporation located within such county and authorized to receive moneys
on deposit under order or judgment of a court of record, the proportion
of the assets, property or proceeds aforesaid which such non-appearing
stock bears to the whole stock; the said trustees shall also deliver
therewith a list of the persons entitled to receive the same, together
with the separate amounts to which they shall be severally entitled.

8. Liability of trustees, when to cease. Upon the payment and
discharge of the debts and obligations of the corporation dissolved, as
hereinbefore provided, and the distribution of its assets, property and
proceeds among the stockholders thereof, and due provision made, as
hereinabove prescribed, for the interests of non-appearing stockholders
and such as can not be found, the said trustees shall become and be
relieved and discharged from further duty, liability and responsibility
by reason of their relation to the said corporation, or towards the
stockholders thereof.

9. Duties and liabilities of custodians. Any county treasurer, trust
company or other corporation to whom assets, property or proceeds shall
be delivered as herein provided, shall hold the same in trust for the
persons designated and entitled to receive it; and upon receiving
satisfactory proof of the right and title thereto, or upon the order of
any court of record competent to adjudicate thereupon, shall pay over
and deliver to any persons entitled to receive the same the portion of
such proceeds, property or assets to which they shall be entitled.

Structure New York Laws