TITLE II. Actions relating to a corporation. Article 1. Action by a corporation, and action against a corporation, to recover damages or property. 2. Judicial supervision of a corporation, and of the officers and members thereof, 3. Actions to procure the dissolution of a corporation, and actions: to enforce the individual liability of the officers or member of a corporation, with or without a dissolution thereof. 4. Action by the people to annul a corporation. 5. Provisions applicable to two or more of the actions specified in this title. ARTICLE FIRST. Action by a corporation, and action against a corporation, to recover damages or property. Sec. 1775. Complaint in actions by or against corporations. 1778. Action against a corporation, upon a note, etc. 1780. When foreign corporations may be sued. § 1775. Complaint in actions by or against corporations In an action brought by or against a corporation, the complaint must aver that the plaintiff, or the defendant as the case may be is a corporation; must state whether it is a domestic or foreign corporation; and, if the latter, the State, country, or government, by or under whose laws it was created. But the plaintiff need not set forth, or specially refer to any act or proceeding, by or under which the corporation was created. See 2 R. S. 459, § 13 (2 Edm. 479). § 1776. When proof of corporate existence unnecessary. In an action, brought by or against a corporation, the plaintiff need not prove, upon the trial, the existence of the corporation unless the answer is verified, and contains an affirmative allega tion that the plaintiff, or the defendant, as the case may be, is not a corporation. Id., § 3, am'd; L. 1864, ch. 422 (6 Edm. 296), and L. 1875, ch. 508. § 1777. Misnomer, when waived. In an action or special proceeding, brought by or against a cor poration, the defendant is deemed to have waived any mistak in the statement of the corporate name, unless the misnomer pleaded in the answer, or other pleading in the defendant's behalf. Id., § 14, am'd. § 1778. Action against a corporation upon a note, etc. In an action against a foreign or domestic corporation, to re cover damages for the non-payment of a promissory note, or other evidence of debt, for the absolute payment of money, upon de mand, or at a particular time, an order, extending the time answer or demur, shall not be granted, except by the court, upo notice to the plaintiff's attorney. In such an action, unless the defendant serves, with a copy of his answer or demurrer, a copy of an order of a judge, directing that the issues presented by the pleadings be tried, the plaintiff may take judgment, as in case of default in pleading, at the expiration of twenty days after service of a copy of the complaint, either personally with the summons, or upon the defendant's attorney, pursuant to his demand therefor; or, if the service of the summons was otherwise than personal, at the expiration of twenty days after the service is complete. 2 R. S. 459, §§ 8, 9 and 10. § 1779. When foreign corporation may sue. An action may be maintained by a foreign corporation, in like manner, and subject to the same regulations, as where the action is brought by a domestic_corporation, except as otherwise specially prescribed by law. But a foreign corporation cannot maintain an action, founded upon an act, or upon a liability or obligation, express or implied, arising out of, or made and entered into in consideration of, an act, which the laws of the State forbid a corporation or association of individuals to do, without express authority of law. This section does not affect the validity of a meeting of the stockholders or directors of a foreign corporation, held within the State, where such a meeting is authorzed by the laws of the State, country, or government by or under which the corporation is created; or of an act, done at such a meeting, which is not in conflict with the same laws, or the laws of the State. Id., §§ 1 and 2; L. 1873, ch. 634 (9 Edm. 676). § 1780. When foreign corporation may be sued. An action against a foreign corporation may be maintained by a resident of the State, or by a domestic corporation, for any cause of action. An action against a foreign corporation may be maintained by another foreign corporation, or by a non-resident, n one of the following cases only: 1. Where the action is brought to recover damages for the breach of a contract made within the State, or relating to property situated within the State, at the time of the making thereof. 2. Where it is brought to recover real property situated within the State, or a chattel, which is replevied within the State. 3. Where the cause of action arose within the State, except where the object of the action is to affect the title to real property situated without the State. Co. Proc., § 427; 2 R. S., § 15, am'd; L. 1849, ch. 107 (2 Edm. 479). 477 ARTICLE SECOND. Judicial supervision of a corporation, and of the officers and members thereof. Sec. 1781. Action against directors, etc., of a corporation, for misconduct. 1782. By whom action to be brought. 1783. This article, how construed. § 1781. Action against directors, etc., of a corporation for misconduct. An action may be maintained against one or more trustees. directors, managers, or other officers of a corporation, to procure a judgment for the following purposes, or so much thereof as the case requires: 1. Compelling the defendants to account for their official con duct, in the management and disposition of the funds and property, committed to their charge. 2. Compelling them to pay to the corporation, which they represent, or to its creditors, any money, and the value of any property, which they have acquired to themselves, or transferred to others, or lost, or wasted, by a violation of their duties. 3. Suspending a defendant from exercising his office, where it appears that he has abused his trust. 4. Removing a defendant from his office, upon proof or convie tion of misconduct, and directing a new election to be held by the body or board duly authorized to hold the same, in order to sup ply the vacancy created by the removal; or, where there is no such body or board, or where all the members thereof are removed, directing the removal to be reported to the governor, who may, with the advice and consent of the senate, fill the vacancies. 5. Setting aside an alienation of property, made by one or more trustees, directors, managers, or other officers of a corpora tion, contrary to a provision of law, or for a purpose foreign to the lawful business and objects of the corporation, where the alienee knew the purpose of the alienation. 6. Restraining and preventing such an alienation, where is threatened, or where there is good reason to apprehend that it will be made. 2 R. S. 462, § 33 (2 Edm. 482). 1782. By whom action to be brought. An action may be brought, as prescribed in the last section, by the attorney-general in behalf of the people of the State, or, er cept where the action is brought for the purpose specified in subdivision third or fourth of that section, by a creditor of the cor poration, or by a trustee, director, manager, or other officer of the corporation, having a general superintendence of its concerns. Id., § 35, am'd; L. 1870, ch. 151, § 2 (7 Edm. 662). § 1783. This article, how construed. This article does not divest or impair any visitatorial power over a corporation, which is vested by statute in a corporate body, of a public officer. ARTICLE THIRD. Actions to procure the dissolution of a corporation, and actions to enforce the individual liability of the officers or members of a corporation, with or without a dissolution thereof. Sec. 1784. Action by judgment creditor for sequestration, etc. 1787. Temporary injunction. 1788. Receiver may be appointed. Permanent and temporary receiver. Powers, etc., of temporary receiver. 1789. Additional powers and duties may be conferred upon temporary receiver. 1790. Making stockholders, etc., parties. 1791. When separate action may be brought against them. 1792. Proceedings in either action. 1793. Judgment; property of corporation to be distributed. 1794. Id.; stock subscriptions to be recovered. 1795. Id.; as to liabilities of directors and stockholders. 1796. Effect of this article limited. § 1784. Action by judgment creditor for sequestration, etc. Where final judgment for a sum of money has been rendered against a corporation created by or under the laws of the State, and an execution issued thereupon to the sheriff of the county, where the corporation transacts its general business, or where its principal office is located, has been returned wholly or partly unsatisfied, the judgment creditor may maintain an action to procure a judgment sequestrating the property of the corporation, and providing for a distribution thereof, as prescribed in section 1793 of this act, 2 R. S. 463, § 36 (2 Edm. 483), am'd. § 1785. Action to dissolve a corporation. In either of the following cases, an action to procure a judg ment, dissolving a corporation, created by or under the laws of the State, and forfeiting its corporate rights, privileges and franchises, may be maintained, as prescribed in the next section: 1. Where the corporation has remained insolvent for at least one year. 2. Where it has neglected or refused, for at least one year, to pay and discharge its notes or other evidences of debt. 3. Where it has suspended its ordinary and lawful business for at least one year. 4. If it has banking powers, or power to make loans on pledges or deposits, or to make insurances, where it becomes insolvent or unable to pay its debts, or has violated any provision of the act, by or under which it was incorporated, or of any other act binding upon it. Id., § 38, and first clause of § 39. See § 1787, post. 1 § 1786. [Am'd, 1880.] Id.; by whom to be brought. An action specified in the last section, may be maintained by the attorney-general, in the name and in behalf of the people. And whenever a creditor or stockholder of any corporation submits to the attorney-general a written statement of facts, verified by oath, showing grounds for an action under the provisions of the last section, and the attorney-general omits, for sixty days after this submission, to commence an action specified in the last section, then, and not otherwise, such creditor or stockholder may apply to the proper court for leave to commence such an action, and on obtaining leave may maintain the same accordingly. 2 R. S. 463, § 40; L. 1870, ch. 151, §§ 2 and 7; L. 1880, ch. 301. § 1787. Temporary injunction. In an action, brought as prescribed in this article, the court may, upon proof of the facts authorizing the action to be maintained, grant an injunction order, restraining the corporation, and its trustees, directors, managers and other officers, from collecting or receiving any debt or demand, and from paying out, or in any way transferring or delivering, to any person, any money, property, or effects of the corporation, during the pendency of the action; except by express permission of the court. Where the action is brought to procure the dissolution of the corporation, the injunction may also restrain the corporation, and its trustees. directors, managers and other officers, from exercising any of its corporate rights, privileges, or franchises, during the pendency of the action; except by express permission of the court. The provisions of title second of chapter seventh of this act, relating to the granting, vacating or modifying of an injunction order, ap ply to an injunction order, granted as prescribed in this section: except that it can be granted only by the court. Id., remainder of §§ 39 and 40, am'd. See ante, §§ 602, 634. § 1788. [Am'd, 1882.] Receiver may be appointed. Permanent and temporary receiver. Powers, etc., of tempo. rary receiver. In such an action, the court may also, at any stage thereof, appoint one or more receivers of the property of the corporation. A receiver, so appointed, before Enal judgment is a temporar receiver, until final judgment is entered. A temporary receiver has power to collect and receive the debts, demands, and other property of the corporation; to preserve the property, and the proceeds of the debts and demands collected; to sell or otherwise dispose of the property as directed by the court; to collect. receive and preserve the proceeds thereof; and to maintain any action or special proceeding, for either of those purposes. H must qualify as prescribed by law for the qualification of a permanent receiver. Unless additional powers are specially conferred upon him, as prescribed in the next section, a temporary receiver has only the powers specified in this section. and those which are incidental to the exercise thereof; a receiver appointed by or pursuant to a final judgment in the action. or a temporary receiver who is continued by the final judgment. is a permanent receiver, and has all the powers and authority conferred, and is subject to all the duties and liabilities impose upon a receiver appointed upon the voluntary dissolution of a corporation. Id., §§ 36 and 41. 1789. Additional powers and duties may be conferred upon temporary receiver. A temporary receiver, appointed as prescribed in the last see tion, is, in all respects, subject to the control of the court. It addition to the powers conferred upon him, by the provisions of |