PARTNERSHIP.
Of Corporations. Dissolution of corpora tions takes place by act of legislature (but in America only by consent of the corpora tion, or where the power to dissolve has been reserved by the legislature); by the loss of all the members, or an integral part of them ; by a surrender of the charter; by the ex piration of the period for which it was char tered; by proceedings for the winding up of the company under the law; or by a for feiture of the franchises, for abuse of its powers. Where a method of procedure for dissolution has been prescribed by statute, as is now usual, such method is exclusive; Kohl v. Lilienthal, 81 Cal. 378, 20 Pac. 401, 22 Pac. 689, 6 L. R. A. 520.
The loss of members will not work a dis solution, so long as enough members remain to fill vacancies; State v. Trustees, 5 Ind. 77; McGinty v. Reservoir Co., 155 Mass. 183, 29 N. E. 510; nor does a failure to elect of ficers ; Com. v. Cullen, 13 Pa. 133, 53 Am. Dec. 450; Evarts v. Mfg. Co., 20 Conn. 447; United States Electric Lighting Co. v. Leiter, 19 D. C. 575 ; Rose v. Turnpike Co., 3 Watts (Pa.) 46; or trustees; Speer v. Colbert, 200 U. S. 131, 26 Sup. Ct. 201, 50 L. Ed, 403; so of an eleemosynary corporation; Vincennes University v. Indiana, 14 How. (U. S.) 268, 14 L. Ed. 416 ; nor does the resignation of all the officers of a corporation work a dis solution ; Muscatine Turn Verein v. Funck, 18 Ia. 469 ; but it is said that a municipal or charitable corporation may be dissolved by the loss of all its members, although this mode of dissolution cannot take place in the case of business corporations which have a transferable joint stock, because the cor porate shares, being personal property, must always belong to some person, and such per son must of necessity be a member of the corporation; 5 Thomp. Corp. § 6652; Boston Glass Manufactory v. Langdon, 24 Pick. (Mass.) 49, 35 Am. Dec. 292. And even where all the shares of stock pass into the hands of less .than the prescribed number of stock holders, there is no dissolution, even though they may have passed into the hands of two members; Russell v. McLellan, 14 Pick. (Mass.) 63; or of a single person ; Newton Mfg. Co. v. White, 42 Ga. 148; and such per son could carry on the corporate business; id.
See STOCKHOLDERS.
Ordinarily, a corporation may by a ma jority vote surrender its franchises ; McCur dy v. Myers, 44 Pa. 535 ; Black v. Canal Co., 22 N. J. Eq. 404; Treadwell v. Mfg. Co., 7 Gray (Mass.) 393, 66 Am. Dec. 490; State v. Woolen Mills Co., 115 Tenn. 266, 89 S. W. 741, 2 L. R. A. (N. S.) 493, 112 Am. St. Rep. 825 ; Hitch v. Hawley, 132 N. Y. 221, 30 N. E. 401; but such a surrender must be accept ed by the state; Wilson v. Proprietors of Central Bridge, 9 R. I. 590; excepting where the stockholders are liable for the debts ; La Grange & M. R. Co. v. Rainey, 7 Cold. (Tenn.) 420. A corporation is not dissolved or its franchises forfeited by its insolvency and as signment of its assets for the benefit of its creditors, where the state brings no proceed ings to have the charter forfeited, and there is no surrender thereof by act of the share holders ; State v. Butler, 86 Tenn. 614, 8 S. W. 586; Breene v. Bank, 11 Colo. 97, 17 Pac. 280; Adams v. Milling Co., 35 Fed. 433.
A non-user of corporate powers does not of itself work a dissolution, even though it be for twenty years; Raritan Water Power Co, v. Veghte, 21 N. J. Eq. 463 ; but see Strickland v. Prichard, 37 Vt. 324, where there had been no corporate acts performed for 23 years and it was held there was a dis solution. The question is one of fact and intent; 5 Thomp. Corp. § 6659. The fact that a corporation has ceased to do business and has made an assignment of all its prop erty for the payment of its debts and for several years held no annual meetings or elected directors, does not work a dissolution to the extent of preventing its maintaining an action for a debt due it ; id. 6660. The sale of the property and franchises of a cor poration in foreclosure proceedings does not, ipso facto, work a dissolution. It will pass the franchise of the company to operate or enjoy the particular property foreclosed, but not its primary franchise to be a corpora tion ; 5 Thomp. Corp. § 6662 (but that the corporation is extinguished by such a sale, see 37 Mo. 131). The of a corpo ration or the appointment of a receiver there for does not work a dissolution ; Boston Glass Manufactory v. Langdon, 24 Pick. (Mass.) 49, 35 Am. Dec. 292.