abandoned and ceased to exercise its powers and franchises.

NOTE.

Even before the adoption of this statute it had been held in Connecticut that officers hold over until their successors are elected. See McCall vs. Byram Mfg. Co., 6 Conn. 427, 438; Spencer vs. Champion, 9 Conn. 536, 544; and see N. Y., B. & E. Ry. Co. vs. Motil, 81 Conn. 466 at 473.

Sec. 25. Stockholders' vote; proxies. At all stockholders' meetings stockholders may vote in person or by an attorney duly authorized by a written power. Every share of stock shall entitle the holder thereof to one vote except when otherwise provided in its charter or certificate of incorporation or in any statute affecting it, and persons holding stock in

As amended June 21, 1905, Public Acts of 1905, Ch. 171.

a fiduciary capacity and pledgors of stock shown to be such by the record of transfer shall have the same voting rights upon shares of stock so held as any holder of such shares would have, except that pledgors in the transfer of stock may expressly empower the pledgees to vote thereon. No proxy hereafter made shall be valid after the expiration of eleven months from the date of its execution unless a longer term be expressly provided for therein.

NOTES.

The by-laws should provide what portion of the stock must be represented at a stockholders' meeting

to constitute a quorum. In the absence of such provision, or the absence of such provision by statute or by charter, such stockholders as are actually present may transact such business as may properly come before the meeting and a majority vote of the stock represented will be binding on the corporation.

An agreement to transfer the voting power of stock for five years was held invalid in the case of Shepaug Voting Trust Cases, 60 Conn. 553, decided by the Superior Court in 1890 and not taken to the Supreme Court.

When

Sec. 26. Receivership of corporation. ever any corporation having a capital stock has wilfully violated its charter or exceeded its powers, or whenever there has been any fraud, collusion, or gross mismanagement in the conduct or control of such corporation, or whenever its assets are in danger of waste through attachment, litigation, or otherwise, or such corporation has abandoned its business and has neglected to wind up its affairs and to distribute its assets within a reasonable time, or whenever its stockholders or directors have voted to discontinue its business, or whenever any good and sufficient reason exists for the dissolution of such corporation, any stockholder or stockholders owning not less than one-tenth of its capital stock or, in the case of a corporation not having capital stock, any member of such corporation may apply to the superior court in the county wherein such corporation is located, for the dissolution of such corporation and the appointment of a receiver to wind up its

affairs. Such court may, if it finds that sufficient cause exists, appoint one or more receivers to wind up the business of such corporation, and may at any time, for sufficient cause shown, make a decree dissolving such corporation and terminating its corporate existence. Whenever such decree of dissolution is passed, it shall be the duty of the receiver or receivers to cause a certified copy thereof to be filed in the office of the secretary of the state, and said secretary shall thereupon record such certified copy in a book kept by him for that purpose. Such court, in every case in which it appoints a receiver, shall by its order limit a time, which shall not be less than four months from the date of such order, within which all claims against such corporation shall be presented, and all claims not presented within such time shall be forever barred. When such receivership shall be terminated by the court, the receiver or receivers shall file with the secretary of the state a certificate similar to the final certificate required of directors in section 34 of this act, and said secretary shall thereupon record such certificate in a book kept by him for that purpose.

NOTES.

General Statutes Regarding Receivership, Rev. of 1902.

§ 1044. Application for receiver; orders of judge. When any action shall be brought to, or pending in,

any court of equitable jurisdiction, in which an application shall be made for the appointment of a receiver, either judge of such court or of the superior court, when such court is not actually in session, after due notice given, may make such order in the premises as the exigencies of the case may require, and may from time to time rescind and modify the same, and shall cause his proceedings to be certified to the court in which the action may be pending, at its next session, and shall be entitled to receive for the same the fees allowed by law for copies to clerks of courts.

§ 1045. Receiver to give bond. All receivers, before assuming to act as such, shall file with the clerk of the court by which, or by a judge of which, they are appointed, a bond with such surety or sureties, and for such an amount, as such court or judge, may order and approve, payable to the state, and conditioned for the faithful performance of their official duties.

§ 1046. Authority of receiver. Receivers of a corporation, appointed by judicial authority, shall have the right to the possession of all its books, papers, and property, and power in their own names, or in its name, to commence and prosecute suits for and on behalf of said corporation; to defend all suits brought against it or them; to demand and receive all evidences of debt and property belonging to it, and to do and execute in its name, or in their names as such receivers, all other acts and things which shall be necessary or proper in the execution of their trust; and shall have all the powers for any of said purposes possessed by said corporation. They shall, under the order of the court, have the same power as the directors of such corporation to call in the subscriptions to its capital stock, in such proportions and at such times and places as they shall think necessary for the purpose of paying all the debts of said corporation and all the expenses of the receivership.

§ 1047. Receiver to file semiannual statements. Every such receiver shall, during the first week in April and in October in each year, sign, swear to, and file with the clerk of the court by which he was appointed, a full and detailed account of his doings as such receiver for the six months next preceding, together with a statement of all orders of court passed during said six months and the present condition and prospects of the estate in his charge, and cause a motion for a hearing and approval of the same to be placed on the short calendar.

§ 1048. Receiver of partnership when and how appointed. When any partnership shall be dissolved, and the partners cannot agree upon the disposition of the partnership effects and the settlement of the affairs of such partnership, either of them may apply to the superior court for the county in which either of said partners resides, or in which the property of such partnership is situated, and in case said court is not actually in session, then to any judge of the superior court, for the appointment of a receiver to hold the business and all of the estate, both real and personal, belonging to such partnership, and dispose of, manage, and apply the same as the said court or judge may direct. Upon receiving such application said court or judge shall forthwith appoint a day for the hearing upon the same, and shall make such order relative to notice of such application and of the hearing to the other partners, as may be deemed proper, provided the hearing shall be at least six days from the service of such order of notice; and such court or judge, upon said hearing, may appoint a receiver for said partnership, who shall be subject to the orders of said court.

1049. Power of court over the partnership property. The said court, and in vacation any judge thereof, shall have the power to make such orders relative to the management or closing up of the business of such