CORPORATIONS. 257

of each of the directors; (c) the name, title and post-office address of each
of the officers; (d) that dissolution of the corporation has been duly
advised by the board of directors and authorized or consented to by the
stockholders or members, or, if no stock is outstanding and entitled to
vote, that such is the fact and that dissolution has been duly authorized
by the board of directors or by the incorporators, as the case may be;
and (e) that notice that dissolution of the corporation has been authorized
pursuant to the provisions of this Section was mailed to all known creditors
at their addresses according to the records of the corporation not less than
twenty days before the date of such articles of dissolution.

(3) When such articles of dissolution have been delivered to the State
Tax Commission with the recording fee, for which provision is herein-
after made, and not before, the corporation shall be deemed to be dissolved,
provided, however, that the corporation shall continue for the purpose
of paying, satisfying and discharging any existing liabilities or obliga-
tions, collecting and distributing its assets and doing all other acts required
to adjust and wind up its business and affairs. For such purpose the di-
rectors shall, unless and until a receiver or receivers of the property, estate
and effects shall be appointed as hereinafter provided, become and be
trustees for the creditors and stockholders or members of the corporation
so dissolved, with all the title, powers, duties and liabilities provided in
Section 95 of this Article, including the power to carry out the contracts
of the corporation, to sell its assets at public or private sale and to sue or
be sued in their own names as trustees or (notwithstanding its dissolution)
in the name of the corporation. The will of a majority of the directors
shall govern. Failure to mail notice that dissolution has been authorized
or to publish notice of dissolution as required by this Section shall not
invalidate a dissolution under this Section.

(4) When any corporation of this State shall be dissolved pursuant to
the provisions of this Section, application for the appointment of a re-
ceiver or receivers of its property, effects and estate may be made by any
director, stockholder or creditor of the corporation by bill filed in a court
of equity of the county or city in which the principal office of the corpo-
ration is located, and, after a hearing according to the practice of courts
of equity in this State, the court may, for cause shown and within its
sound judicial discretion, appoint one or more receivers. A receiver or
receivers so appointed shall be vested with and shall have all the powers
and duties of a receiver or receivers of the property, effects and estate of
a corporation dissolved by decree of court, including the power to enforce
any obligations or liabilities to the corporation, and shall proceed to liqui-
date the assets of the corporation and close its affairs.

(5) At the time of the delivery for record of articles of dissolution,
there shall be paid to the State Tax Commission a fee of fifteen dollars,
out of which shall be paid the cost of publication of the notice herein
provided for, and out of which a fee of two dollars shall be paid by the
State Tax Commission to the Clerk of the Circuit or Superior Court to
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