The Birmingham age-herald., 1903-10-09
GENERAL LAWS ENACTED BY THE LEGISLATURE
 OF ALABAMA.

amended, or the corporate existence so renewed or extended; Provided that such certificate of change, alteration. amend ment, renewal. or extension, shall coii- tain only such provisions as would be lawful and proper to insert in an original certificate of incorporation, made at the time of making such amendment.
 See. 4S. Whenever the holders of all the capital stock of any corporation or ganized under this act shall desire to dis solve the corporation they may do so by an agreement to that end signed by all the stockholders. and acknowledged or proved by the president of the corpora ton as in case of deed of real estate, and filed and recorded in the office of the Probate Judge of the county where the corporation was organized, which shall be published, together with the certificate of such Probate Judge that such agree ment has been fled in newspaper pup- lished in the principal place of business of the corporation for four consecutive weeks; and upon the filing of an affidavit in the office of such Probate Judge that such publication has been made, the cor poration shall be dissolved, and the board of directors shall proceed to settle up and adjust its business and affairs.
 Sec 49 Whenever the stockhoidefs holding two-thirds in value of the cap ital stock of a corporation. wish to dls- solve the corporation, and cannot obtain the consent of all the stockholders there to so that dissolution may be had as pro- Vided in the next preceding section, they may file petition in the Chancery Court of the division where the principal place of business of the corporation IS located, or in any court is w such place having the Jurisdiction Of ehanoery court, setting forth the names nf all the stockholders and thear resi- deuecs the amount of stock owned by each. and as nearly as practicable all the property, real and personal, owHfd py fhe corporation, and that 1t IS the WISH of petitioners to dissolve the corporation Upon the filing of such petltlon ehe register or clerk of such court shall issue subpoenas to all the resident stockholdeFs not joining in the petition and if any stockholders not joining the petition re- side out of the State they shall be made parties by publication in the manner nom resident defendants in chancery are made parties, and all such stockholders have thirty days after the perfecting Of ser vice by subpoena or publication to file their answers to such petition. If at regular term of such court, the cause be- ing at issue, it be made to appear to the court upon proof taken as in chancery cases, that the holders of two-thirds in value of the capital stock still desire dis solution the court shall dissolve the cor poration by decree, and the chancellor or judge of the court or in his absence, the clerk or register. shall appoint re- ceiver of all the books, property and as- sets of the corporation, who shall be the person nominated for such purpose by majority of the stockholders if they can agree within ten days after the decree of dissolution. Such receiver Shall give bond in an amount to be prescribed by the chancellor or judge or register or clerk of such court, with proper sure ties and payable to the register or clerk for the faithful performance of his duties, and shall. under the direction of the court, collect all debts due the corporation, and sell all the property, real and per sonai of the corporation pay the debts thereof ratably or in full as the funds realized may admit, and divide the residue after the debts and costs are paid, among Che several classes of stockholders ac- cording to the amount of stock owned by each, and according to the preferences, if any, of the several classes as provided in the certificates of Incorporation. Claims against the corporation may be contested and determined as in other ehanoery cases. W
 Sec. 50. Whenever any incorporation shall become insoyent, or shall suspend its ordinary business for the lack
 
 any creditor or stockholder, or any number of creditors or stockholders, may by bill or petition apply to the chaneery court of the division in which the cor poration has its principal place of busi- ness, or to any court In any such place possessing chancery jurisdiction, for writ of injunction and appointment of a re- ceiver. and the dissolution of the corpo- ration,< and may file affldavits in support of such bill or petition, and the court be- ing satisfied from affidavits submitted or other proof of the sufficiency of the ap plcation and the truth of the allega- tions in the bill or petition contained, and after such notice to the corporation If any, as the court may prescribe, may pro- ceed to hear the proof which may be of fered by the parties, and if upon such hearing, it appear to the court that the corporation has become insolvent and is not about to resume its business in short time thereafter with safety to the public and advantage to the stockholders, 1t may issue an injunction to restrain the corporation, it's officers and agents from exercising any of its privileges or fran chises and from collecting and receiving any debts or paying out. assigning or transferring any of its monies. funds. es- tate. lands tenements, or effects except to receiver appointed by the court, un- til the court shall otherwise order. The court at the time of ordering the njunc- ton. or any time thereafter, may appoint a receiver of all the property and assets of the corporation who shall qualify, and, under the direction of the court must exercise the same powers and perform the same duties as are required of re- ceivers in the next preceding section, and otherwise manage the affairs of the cor poration pending the final settlement there of as the court shall direct. Upon the final settlement of the affairs of the cor poration the court must dissolve the cor the debts having been paid or provided for and sufficient funds provided for the resumption of its business with safety to the public and advantage to the stock holders, on motion of the persons holding the larger amount in value of the capi- tai stock, the court shall have dismissed the bill or petition and restored the cor poration its property, rights and fran chises.
 Sec. 51. Whenever any corpora tion operating or maintaining any public utility and having enjoyed franchises under contract with any city town or other municipal subdivision to render any public or quasi public service to such city or other sub division, or the inhabitants thereof. shall fall. after reasonable notice of default in the performance of such contract, to comply with and perform the same in the manner provided in such contract. the governing body of such city, town, or other subdivision, may by bill or petition
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