Times Union, SUPREME COURT OF THE STATE OF NEW YORK COUNTY OF ALBANY In the Matter of the Application of GREATER CAPITAL ASSOCIATION OF REALTORS, INC., Petitioner, For the Judicial Dissolution of ORDER TO SHOW CAUSE CAPITAL REGION MULTIPLE LISTING SERVICE, Index No. 4459-14 INC., pursuant to Section 1104 of the New York Business Corporation Law, SARATOGA SCHENECTADY SCHOHARIE ASSOCIATION OF REALTORS, INC., Respondent. Upon the reading and filing of: (1) the annexed Verified Petition of Petitioner, the holder of fifty percent or more of all of the outstanding shares of Capital Region Multiple Listing Service, Inc. (the "Corporation"), entitled to vote in an election of directors of said corporation, verified on August 26, 2014, and the exhibits annexed thereto; (2) the Affidavit of Albert Picchi, sworn to on August 26, 2014, and the exhibits annexed thereto; and (3) Petitioner's Memorandum of Law, dated August 26, 2014; and upon due deliberation thereof, from which it appears that the Corporation is a domestic business corporation located in the County of Albany, State of New York, whose dissolution is sought pursuant to New York Business Corporation Law ("BCL") ? 1104, it is hereby ORDERED that the Corporation, Respondent Saratoga Schenectady Schoharie Association of Realtors, Inc., the New York State Department of Taxation and Finance, Eric T. Schneiderman in his capacity as Attorney General of the State of New York, and all interested persons, show cause before this Court at the Albany County Courthouse, 16 Eagle Street, Albany, New York, 12207, on September 26, 2014 at 10:30 a.m. in the forenoon, or as soon as counsel may be heard: (1) why the Corporation should not be dissolved pursuant to BCL ? 1104; and (2) why a plan of liquidation and distribution should not be approved in accordance with the By-laws of the Corporation, pursuant to BCL ?1111(c), to include delivery of property listing information and related data to the Shareholders of the Corporation; and appointing a receiver to distribute the remaining property and effects of the Corporation in accordance with the By-laws and the November 15, 2000 Shareholder's Agreement between GCAR and SSSAR; and (3) why such other and further relief as this Court may deem just and proper should not be granted, together with the costs, disbursements and reasonable attorneys' fees of this proceeding to Petitioner, and it is further ORDERED, that sufficient reason appearing therefore, a copy of this Order and of the papers on which it is based shall be served upon: Capital Region Multiple Listing Service, Inc., 451 New Karner Road Albany, New York 12205 Saratoga Schenectady Schoharie Association of Realtors, Inc. 2254 Route 50 Ballston Spa, New York 12020 New York State Department of Taxation and Finance Office of Legal Counsel W. A. Harriman Campus, Building 9 Albany, New York 12227 pursuant to BCL ? 1106(c), and all other interested parties, be deemed good and sufficient service, at least ten (10) days before the time appointed for the hearing, or by mailing a copy of this Order, together with the papers upon which it is granted, postage prepaid, at least twenty (20) days before the time so appointed, addressed in each case to the person to be served, and it is further ORDERED, that the Corporation shall publish a copy of this order once in each of the three weeks before the time appointed for the hearing thereon in The Albany Times Union, a newspaper of general circulation published in the County of Albany; and it is further ORDERED, that the Corporation, its officers, and its directors shall on or before September 22, 2014, furnish to the Court a schedule of the corporate assets and liabilities, and the name and address of each shareholder and of each creditor and claimant, including any with unliquidated or contingent claims and any with whom the Corporation has unfulfilled contracts. SUFFICIENT CAUSE APPEARING THEREFOR, let service of a copy of this Order and the papers upon which it is based, upon Cooper, Erving & Savage, LLP, 39 N. Pearl Street, Albany, New York, 12207, as attorneys for respondent Saratoga Schenectady Schoharie Association of Realtors, Inc., by personal service on or before September 2, 2014, be deemed good and sufficient service. Oral argument shall/shall not be required on the return date of this Petition. IT IS SO ORDERED. Hon. Richard Plaktin, A.J.S.C.
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