succession differs from a consolidation in this respect among others, that the purchaser acquiring the property and franchises of a corporation does not thereby become responsible for its liabilities already accrued. A corporation cannot without authority from the State, sell, transfer or assign its corporate franchise; nor can a corporation against the dissent of a single stockholder effect a valid sale of its property, unless express authority to sell is conferred by an existing statute, or by the charter of the company, or by an amendment thereof, constitutionally made; or unless the sale be made with a view to the dissolution of the corporation and the payment of its debts. But even though the object of sale be a dissolution of the corporation, it cannot be legally effected against the dissent of a minority of shareholders, where the business of the company is in a prosperous condition. The minority have a right to insist upon the pros ecution of the business in which they have engaged, so long as it continues to prosper.5 When the property of one corporation is sold to another, no shareholder of the former can be required without his own consent to accept the stock of the latter as his share of the proceeds of the sale. For a transaction of this description would in effect amount to a consolidation of the two companies." A company may, however, sell its assets for the stock of another company having a fixed money value and capable of being converted into money at any time, and of being distributed as money among shareholders not consenting to the arrangement. If, as is seldom the case, the property of a corporation be sold for a sum more than sufficient upon t 33 to discharge its debts, the surplus should be dis- 1 Taylor on Corporations, § 415; Hammond v. Port Royal etc. R. R. 2 Fietsam v. Hay, 122 Ill. 293; and cases cited infra. See, also, cases cited in § 536 supra. 3 Abbott v. American Hard Rubber Co. 4 Blatchf. 489; S. C. 33 Barb. 4 Cook on Stock & Stockh. § 667; Smith v. New York etc. Co. 18 Abb. ha etc. R. R. Co. v. New York etc. R. R. Co. 13 R. I. 260. to ap Sale uld O Co assets 6 Taylor v. Earle, 8 Hun, 1; Frothingham v. Barney, 6 Hun, 366; McCurdy v. Meyers, 41 Pa. St. 535; In re Empire Assoc. Law R. 4 Eq. 311; Cliuch v. Financial Co. Law R. 4 Ch. 117; Bird v. Bird's etc. Co. Law R. 9 Ch. 358; Morawetz on Corporations, 212. 7 Morawetz on Corporations, 212. See, however, St. Louis etc. R. R. Co. v. Fiernan, 37 Kan. 606. 8 Treadwell v. Salisbury Manuf. Co. 73 Mass. 393; 66 Am. Dec. 480; Morawetz on Corporations, 212. 9 In re Bridgewater Navigation Co. (Limited), (Ch. Div. 1887), 3 R'y & Corp. Law J. 591. BEACH ON RAILWAYS-59 § 573. CHAPTER XXII. DISSOLUTION, AND HEREIN OF FORFEITURE AND APPEAL. Introductory. § 574. Sundry circumstances which do not per se work a dissolutionResignation of officers-Failure to elect successors, et cetera. § 575. The same subject, continued-Non-user-Death of membersAcquisition of all the stock by a single shareholder. § 578. The same subject, continued-Loss of the whole corporate property. § 577. Dissolution by expiration of charter. § 578. Dissolution by surrender of charter. § 579. Of the authority and duty of directors respecting surrender. § 580. § 581. Dissolution by consolidation. § 532. Dissolution by bill in equity brought by creditors, or shareholders, or directors. § 583. Grounds upon which creditors and shareholders may obtain a § 587. The same subject, continued-Non-user. § 588. The same subject, continued-Ultra vires acts-"Trust" associa tions. § 589. The same subject, continued-Acts of the shareholders imputed to the corporation. § 590. Proceedings to forfeit to be brought in the name of the State. § 591. Of the writs of scire facias and quo warranto. § 592. Forfeiture not to be collaterally pleaded. § 593. Waiver-The State may waive its right to enforce a forfeitureSubsequent recognition of corporate existence. § 594. Of the jurisdiction of courts of law and equity-The legislature prohibited from judicial acts. § 597. Effect of dissolution upon debts, rights of contract, and pending litigation. § 598. The same subject, continued-Of the rights of creditors. § 599. Of the distribution of assets upon dissolution. § 600. The same subject, continued-Of the rights of shareholders. § 573. Introductory. The dissolution of a corporation, the termination of its existence and political death, may result from the expiration of the term of years named in the statute, charter, or articles of association from which it derives its being, or it may be accomplished by a resolution of a majority of its shareholders surrendering their charter to the State or entering into an agreement of consolidation with another corporation. Dissolution may be enforced by a bill in equity brought by the creditors, a minority of shareholders, or the directors, when the corporate enterprise is in a failing condition. It may result from a decree of forfeiture in an action instituted by the State against the corporation upon a violation of the compact between itself and the State; or it may result from an act of legislature repealing the corporate charter, when that right has been reserved by the State. There are other circumstances which litigants have plead as in effect working the dissolution of corporations; but while some of them have been admitted by the courts as constituting grounds upon which proceedings for dissolution, or even for forfeiture, might be instituted by individuals or by the State, it has been denied that they operate per se to dissolve the corporate existence.1 In the united American States, many questions pertaining to the dissolution of corporations in the modes indicated above are regulated by statute.* 1 Vide infra, §§ 574-576. 2 N. Y. 2 Rev. Stat. 461, 484, §§ 39-41; N. Y. 1 Rev. Stat. 600 (7th ed. 1530); N. Y. Laws of 1849, ch. 226: N. Y. Code Civ. Proc. §§ 1785, 1786, 2419, et seq.; People v. Central City Bank, 53 Barb. 412; In re Pyrolusite Manganese Co. 29 Hun, 129; In re Dubois, 15 How. Pr. 7; S. C. sub nom. In re Westchester Iron Co. 6 Abb. Pr. 386, notes; Fisher v. World etc. Ins. Co. 51 Abb. Pr. N. S. 363; Mooney v. British etc. Ins. Co. 9 Abb. Pr. N. S. 103; AlaCode, § 1775 et seq.; Mass. Gen. Stat. ch. 68, §§ 35-39; In re Franklin Telegraph Co. 119 Mass. 447; Pa. Brightley's Purdon's Digest, 197; Ohio, Act of May 1, 1852; Ill. Rev. Stat. 577, § 25; Iowa Code, § 1074. § 574. Sundry circumstances which do not per se work a dissolution-Resignation of officers— Failure to elect successors-Et cetera.-The failure of trustees or directors of a corporation to hold meetings does not work a dissolution; nor is its existence terminated by the resignation of all its officers. Neither is a company dissolved by the failure of the stockholders to elect officers at the times prescribed by charter or statute;3 nor by the abandonment of their trust by those in office before the election of their successors.* In such a case the corporate rights and franchises are merely dormant until other officers are elected.5 Where, however, the stockholders refuse to elect successors, a receiver may be appointed, and a windingup decreed. A company is not dissolved by the failure of its shareholders to hold annual meetings during a period of ten years, nor by the stockholders and directors considering and treating the corporation as defunct, nor by an actual vote of the shareholders to dissolve it, for the purpose of escaping liability.10 8 6 1 Philips v. Wickham, 1 Paige, 590; Slee v. Bloom, 5 Johns. Ch. 366; 8. C. 19 Johns. 456; 10 Am. Dec. 273; People v. Runkle, 9 Johns. 147; St. Louis etc. Loan Assoc. v. Augustin, 2 Md. App. 123; Knowlton v. Ackley, 8 Cush. 93; State v. Vincennes University, 5 Ind. 80, 81; President & |