Section 10-4-82 Disposition of property of educational corporations where the stockholders are unknown or the number of shares is unknown.
Section 10-4-82
Disposition of property of educational corporations where the stockholders are unknown or the number of shares is unknown.
(a) Where the charter of any educational corporation organized under the laws of this state, general or special, provides for the issuance of stock and such stockholders are unknown or where the amount or number of shares are unknown, the property of such corporation may be disposed of as follows: The acting trustees or directors having peaceable charge of the business and property of said corporation, whether legally elected or not, may contract to sell or otherwise dispose of the property of such corporation in such manner as they may deem best to carry out the purpose of said corporation, which action must be concurred in by a majority of such acting trustees or directors.
(b) Within 30 days after making such contract or agreement, such trustees or directors shall cause to be filed in the name of such corporation, in the circuit court of the county in which such property or the principal part thereof is situated, a petition in writing, verified by affidavit, setting forth the purposes of such corporation and that the stockholders are unknown or that the amount or number of shares are unknown, setting out the sale or disposition contemplated and that, in the judgment of such trustees or a majority of them, such disposition is best to carry out the purposes of said corporation. If any of such stockholders are known, such petition shall also set out their names and residence if known.
(c) On the filing of such petition, the register or clerk shall cause publication to be made as to such unknown or nonresident stockholders as provided by law for publication as to nonresidents on the filing of complaints, he shall issue a summons to all resident stockholders named in the petition, which shall be served as other summons and the same proceedings had as to all the known stockholders named in the petition as provided for complaints.
(d) Within the time allowed for pleading to complaints, any known or unknown stockholder may come in and propound his claim and contest such disposition if he deems proper, and such petition shall be heard as other complaints, and such disposition confirmed or set aside, or such disposition made, of such property as the equities of the case may require.
(e) If such petition is not contested within the time allowed for pleading to complaints, the same may be submitted to the judge on affidavits and the charter of said corporation, or a certified copy thereof, and he may enter an order thereon ratifying such sale or disposition, or modifying the same and prescribing such terms and restrictions as he may deem best for carrying out the purposes of such corporation and authorizing a conveyance of such property by such trustees or the president and secretary of said board, which shall convey to the grantee all the title of said corporation or of any stockholder thereof in said property subject to the restrictions contained in such order or he may refuse to ratify such disposition.
(f) If any money is paid under such order, the same shall be paid to the register or clerk to be distributed under the orders of the court to the parties entitled thereto on proper proof.
(g) Any party contesting such petition may, at any time within 42 days after the entry of such order, prosecute an appeal to the Supreme Court as on final judgments in accordance with the Alabama Rules of Appellate Procedure, and such appeal may also be taken by such acting trustees or directors in the name of such corporation.
(Acts 1911, No. 277, p. 327; Code 1923, §§7076-7082; Code 1940, T. 10, §§161-167.)