I do not concur in the reversal of this order. It seems to me that the situation here presented is just that contemplated by' subdivision 3 of section 306 of the General Corporation Law (Consol. Laws, chap. 23; Laws of 1909, chap. 28) which was formerly subdivision 3 of section 1810 of the Code of Civil Pro*486cedure. By that provision the court was authorized to appoint a receiver of the property of a corporation to preserve the assets of a, corporation having no officer empowered to hold the' same.. By the decision of Mr. Justice Bisghoff three of the directors of -. the corporation were held not to he stockholders and, therefore, not qualified to act as directors and they were in consequence removed. ' This left the corporation with but two directors, who ' did not constitute a quorum who could control'the corporation. The same disqualification applied to the remaining directors, and if this decision of Mr. Justice Bisghoff Was correct they were also disqualified from acting either as directors or as officers of the corporation. The fact that they were de facto directors or de facto officers if not qualified to act as such would impose serious responsibility upon them if they Attempted to act in the name of the corporation, and so long as the order of Mr. Justice Bisghoff stood unreversed I do not think it could be said that they were directors of the corporation empowered to hold' its assets. Considering the character of the business in which this corporation is engaged, I think the court was justified in appointing á receiver to preserve its property and carry bn'itsbusiness and that the order should be affirmed.
Order reversed, with ten dollars costs-and disbursements, and motion denied, with ten dollars costs.