2023 New York Laws › EDN - Education › Title 1 - General Provisions › Article 5 - University of the State of New York › 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.