110 Ky. 874 | Ky. Ct. App. | 1901
Opinion of the court by
Reversing.
In April, 1891, appellee subscribed for five shares of stock in the United States Building & Loan Association, and paid $3 per month upon his subscription until February, 1892, when he obtained a loan from the association, executing a note and mortgage for $400, and from that time until March, 1897, continued to pay $3 per month on his stock subscription, and in addition paid $4 per month
Two questions are presented which have not been here-' tofore considered in exactly the present form. First, it is urged by appellee that the demurrer to the petition as amended should have been sustained, because it did not show that the owners .of a majority' of the shares of stock of the association had consented in writing that it should close its business, and wind up its affairs, in accordance with section 561, Ky. St. This section provides: ‘‘Any corporation organized under this chapter may, by. the consent in writing of the owners of the majority of its shares of stock, unless otherwise provided in the articles of incorporation -or amendments thereto, close its business and wind up its affairs.” This section does not in our opinion, in any way apply to a case of voluntary assignment for the benefit of creditors. It seems to have been intended merely to authorize the holders of the majority of the stock of a corporation to close out the corporation, and withdraw their capital, without respect to 'its solvency or insolvency. But it is unnecessary to