May transfer

right and title of property.

Receiver to

report to court condition of estate.

Compensation of receiver.

When receiver to make final report.

and such conveyance, when made and confirmed, shall transfer all the right, title, claim and interest therein whether legal or equitable, which such corporation had, immediately before the expiration of its corporate term or thereafter, and shall vest in such purchaser, his heirs and assigns, the same right and title as could have been conveyed by such corporation while its corporate term was current and such. purchaser shall hold the same free and clear of all claims thereon by such corporation, its creditors and stockholders, except as herein otherwise provided.

SEC. 11. Such receiver shall report to the court, from time to time, as directed, upon the condition of the estate, the amount of money in his hands, and the claims or debts against the corporation proved or filed; and the money in his hands shall be paid into court by him and distributed (after payment of the proper expenses in the proceeding) first among the creditors (if any) and then, as to the residue, among the stockholders, as the court shall direct.

SEC. 12. Such receiver shall receive such reasonable compensation for the discharge of his duties as the court may deem proper, and such charges, and all proper disbursements by him made in the discharge of his duties and allowed by the court shall be first paid out of such moneys, and the court may allow a reasonable sum to the complainant as a solicitor's fee in the proceedings, together with all proper disbursements made by him therein, which sum, when allowed by the court, shall be paid by such receiver out of any moneys in his hands before any distribution is made to creditors or stockholders.

SEC. 13. After such receiver shall have disposed of all the estate of such corporation, he shall make his final report, which shall state what disposition has been made of such estate, and the moneys received therefor, and the disbursements made by him, and on the filing of such report the court may make an order for the distribution of any surplus remaining in his hands, and such receiver may, on compliance with such order, be discharged of his trust. SEC. 14. No sale or disposition of any of such real or to be questioned personal property, conveyed by such receiver and confirmed when confirmed by the court pursuant to the provisions of this act, shall be questioned by any one, in any suit or proceeding in law or equity, in any court of this State, after the expiration of one year from the date of such confirmation, and nothing herein contained shall be construed or held to revive any debt or claim against such corporation which is or shall be barred by any statute of limitations.

Sale of property by receiver not

by court.

Stockholders may become purchasers of corporation property.

Proviso,

SEC. 15. Any stockholder of such corporation may become the purchaser of the property thereof, and may be credited upon the purchase price with such proportion thereof as his stock bears to the entire capital stock of such corporation: Provided, That in such case, such purchaser shall not be exonerated from contribution for the

payment of debts and expenses, but shall thereafter pay into the court such proportional amount for that purpose as the court may order, and for such amount the property purchased shall also be holden.

of creditor or

proceedings in.

decree to be recorded in office

SEC. 16. In case the claim of the complainant to be a In case claim stockholder or creditor of such corporation shall fail or be stockholder fall disproved, the proceeding may go on at the desire and for or be disproved, the benefit of any other stockholder or stockholders, creditor or creditors, who may have appeared in such proceeding, and whose right to continue the same shall be made to appear; and duly certified copies of the final decree to be Coples of final made in the proceeding may be recorded in the office of the register of deeds of the counties wherein the lands are of register of situate, and such record or certified copies thereof shall be prima facie proof of such decree and sale, and of the regularity and validity of all steps taken to obtain the same. SEC. 17. All taxes levied upon the corporation or its Taxes levied to property shall be paid out of its assets by the receiver, assets. and the creditors of the corporation whose claims have been presented and allowed under the provisions of this act shall be paid in the following order:

deeds.

be paid out of

corporation,

First, All persons who shall have furnished or performed who entitled to any labor for the corporation, and all bona fide holders of payment from any draft or order for the payment of money due for any such labor, issued or drawn by an officer, clerk or agent of such corporation, shall be paid in full if there be funds sufficient, after the payment of taxes and the expenses of the proceeding, and if not, then pro rata; Second, All other creditors holding personal claims or Creditors holddemands against the corporation shall be paid in full, if ing personal there be a sufficient surplus after the payments mentioned paid. in the preceding subdivision, and if not, then pro rata.

claims to be

corporation is

sonal creditors

presented to fille

SEC. 18. After the property of the corporation shall After property of have been sold, and the report of the receiver showing sold, corporation the claims filed with him under section nine of this act, to summon permade, and after such claims shall have been passed upon whose claims by the court, the court, or the judge thereof, may make have not been an order in the cause, which order shall recite, among claims, other things, the amount of the claims reported and allowed against the corporation and shall summon all personal creditors of the corporation, if any, whose claims have not been presented, to present and file their claims with the When claims. register of the court on or before a day certain therein to may be barred. be stated not less than eight weeks from the date thereof, or the same will be forever barred. Such order shall be Publication published within one week from its date, once in each of order. week for four successive weeks, in some newspaper specified in the order printed and published in every county wherein the order for appearance of the corporation men. tioned in section seven of this act was published, or in an adjoining county in the case in said section seven provided; and on filing in the cause due proof of such publication, and after the expiration of the time limited therein for

Manner of hearing, proving and contesting

corporation.

presenting and filing claims with the register, all such claims not presented and filed shall be forever barred as against such corporation and its assets.

SEC. 19. The court in which such proceedings are brought, or in proper cases the judge thereof, may make claims against such orders for the manner of hearing, proving and contesting claims against such corporation, and of hearing, proving and contesting the rights of persons claiming to be stockholders thereof, not inconsistent with the provisions of this act as shall be just and proper, and may make all such orders and decrees touching any proceedings hereunder proper to secure the rights of persons interested, not inconCourt may make sistent herewith. The court may also make such orders and regulations as may be convenient and necessary, touching the custody of the funds remaining, after payment of expenses and of claims against the corporation and touching the division of the same among stockholders of the corporation who may thereafter and from time to time appear claiming to share therein.

order for the custody of funds.

When appeal

may be made to supreme court.

with register a bond with sureties to be ap

proved by circuit judge.

SEC. 20. Any corporation, person or persons, claiming to be aggrieved by any decree or final order of any circuit court in chancery in any proceeding mentioned in this act, may appeal therefrom to the supreme court. Such appeal shall be claimed by a written claim delivered or transmitted within twenty days from the entry of such decree or final order to the register in chancery of the court where such decree or final order was entered, which said Appellant to file register shall make entry of, and the appellant shall, within the same twenty days, file with said register a bond naming as obligee the said register, and with sufficient sureties approved by the circuit judge, or said court, or a circuit court commissioner of the county wherein said decree was entered, and with such penalty as such judge or commissioner shall approve, conditioned for the diligent prosecution of such appeal, and for the performance or satisfaction of any decree or final order of the supreme court against the appellant in the cause, and for payment of all costs that may be awarded against the appellant in said supreme court in the matter of said appeal; that upon the filing of said bond with approval as aforesaid, the appeal shall be deemed perfected, and the register in chancery shall, on payment of five dollars to him on behalf of the appellant, make return to the supreme court, and the supreme court shall have power to hear and determine such appeal and all matters concerning the same, and shall have power to reverse, affirm or alter the order or decree appealed from and to make such other order or decree therein as shall be just, in like manner and with like effect as on appeals in suits in chancery according to the existing statutes of the State of Michigan and the rules. of the supreme court in such case made and provided. The supreme court, while any appeal shall be pending therein, may, on special motion, give such directions as to

When appeal deemed perfected.

Proviso as to stay of proceedDg8.

bond may be re

said court shall seem proper concerning any stay of proceedings; the supreme court, or the circuit judge of the When additional court where such decree or final order was made, shall, on quired. special motion and proper showing, have power after such appeal is perfected to order an additional bond and fix the penalty thereof, and approve the sureties thereto, or to refer such approval to a a circuit court commissioner of said county in which the cause shall have been pending; the supreme court aforesaid, or the circuit court, may, concerning any bond aforesaid, order a suit to be brought and prosecuted for the benefit of any person, persons or corporation as such court may direct, and thereupon such suit may be brought and prosecuted to effect, and all moneys collected in such suit shall be disposed of as such court shall direct.

turn to appeal,

ted to supreme

SEC. 21. In making return to any appeal, it shall be In making renecessary to transmit to the supreme court only such part ales and records of the files, records and proceedings as may be necessary to be transmitto enable the supreme court to pass upon the order or court. decree appealed from, but the supreme court shall have power to order such further return to be made to the appeal as it may deem necessary.

ceedings to

SEC. 22. All proceedings begun under said acts num- Previous probered two hundred sixty-two and one hundred thirty-seven, continue. up to the time this act takes effect, may continue and be prosecuted to a conclusion thereunder, and in such case shall be and remain as valid and effectual as if this act had not been passed, or, at the pleasure of the complainant or complainants therein, may be continued and prosecuted under this act: Provided, That any party to proceedings Proviso as to begun under said acts two hundred sixty-two and hundred thirty-seven shall have the right of appeal secured

by this act.

This act is ordered to take immediate effect.
Approved March 26, 1895.

previous acts.

[ No. 40. ]

AN ACT to provide for the division and distribution of property held in trust under certain circumstances.

among cestuls of being sold.

SECTION 1. The People of the State of Michigan enact, Trust property In any estate vested in a trustee or trustees for the bene- may be divided fit of any person or corporation, whether by will or other que trust instead grant or conveyance, where provision is made for the sale of the trust property and distribution of the proceeds, and where no limitation is placed upon the power of alienation, nor restriction made as to the time of the division and distribution of the proceeds of the trust property, and it shall appear to be more advantageous to the persons for

Authority of

whose benefit the trust was created to divide and distribute the trust property among them instead of affecting a sale thereof by the trustee, and the distribution of the proceeds, the trustee, upon authority being granted so to do court necessary. by the circuit court in chancery of the county where the property, or a portion thereof, is located, may make a division and distribution of the trust estate among the persons entitled to the proceeds of the sale thereof in the same proportion in which the proceeds of the sale is provided by the terms of the instrument or grant creating the trust to be distributed.

How such au

when all persons

give consent,

SEC. 2. In all cases except where all the parties to be thority secured benefited by the distribution of the proceeds of the sale benefited do not of the trust estate shall give their consent in writing to the division and distribution of the trust estate as above provided, the proceedings to obtain the authority of the court as aforesaid to divide and distribute said estate, may be instituted by the trustee or any person interested in such division and distribution, and shall conform to the provisions of chapter two hundred seventy of Howell's statutes of Michigan, and the division and distribution, if authorized by the court, shall be effected in the manner provided by said chapter for partitioning the undivided interests of persons in real estate generally.

Consent of court not necessary

agree to

division.

SEC. 3. Such division or distribution of a trust estate when all parties may be made by a trustee without obtaining the authority of the court as aforesaid, when all the persons who would be entitled to share in the proceeds of the sale of such estate shall consent thereto in writing, and such trustee shall make such division and distribution when all of the parties interested as aforesaid shall so request in writing.

Consent of minor, insane or incompetent person.

When guardian

for such person.

SEC. 4. When any of the persons entitled to share in the distribution of the proceeds of the sale of such trust estate shall be a minor, or insane, or incompetent to give their consent, or make such request, such division and disto be appointed tribution shall not be made without the authority of the court as aforesaid, unless such minor, insane or incompetent person shall have a general guardian, in which event such general guardian, upon obtaining the authority of the court appointing such guardian to consent to such division and distribution, or request that the same shall be made by the trustee, shall have the same power and authority to consent to such division and distribution or make request therefor, and agree upon a method of effecting such division and distribution as a person of full age and otherwise competent Such guardian to act in the premises could do. The authority of the court to file petition appointing such guardian to give such consent, or make cerning division. Such request, may be obtained by such guardian filing with such court a petition showing the circumstances which it is deemed renders it to the advantage of such minor, insane or incompetent person to have such distribution or division made. This act is ordered to take immediate effect. Approved March 27, 1895. .

with court con