Section 1641. Executors', fiduciaries' and trustees' conveyances to certain corporations in exchange for certain stocks and bonds authorized and regulated

1.  Whenever  an  executor,  trustee, guardian of an infant,
  committee of a person incompetent to  manage  himself  or  his  affairs,
  conservator  of a person unable to care for his affairs, or other person
  or persons acting  in  a  fiduciary  capacity,  or  a  life  tenant,  is
  authorized to sell any real property or any interest therein pursuant to
  a  power contained in a deed or will, or pursuant to a judgment or order
  of the supreme court in an action or special proceeding pursuant to  any
  provision  of  law, or pursuant to a statutory power to sell or exchange
  any real property, or any interest therein, or whenever a trustee of  an
  express  trust  is  seized  of  a  legal  title to an undivided share or
  interest in any real property, and the said  property  has  been  or  is
  about  to  be  conveyed to a corporation formed or to be formed for such
  purpose, and two-thirds in number and amount of interest  of  the  adult
  beneficiaries  and  also  two-thirds in number and amount of interest of
  the adult persons having a vested  interest  or  estate  in  possession,
  reversion  or  remainder in such real property have agreed, or desire to
  agree that their interests and estates shall be exchanged for the  stock
  and  bonds  or  either  the stock or bonds of such corporation, then the
  said executor, trustee, guardian, committee, conservator or other person
  or persons acting in  a  fiduciary  capacity,  or  the  life  tenant  or
  tenants,  may,  with the approval of the supreme court, convey such real
  property or interest to such corporation in exchange for  the  stock  or
  bonds  of such corporation, or a proportionate amount thereof, provided,
  however, that such corporation shall be prohibited by its certificate of
  incorporation from investing in any stocks, bonds  or  other  securities
  other  than  real  property which are not under the laws of this state a
  proper subject for the investment of trust funds, and  provided  further
  that  if  the  interest  of a trust estate in any real property to be so
  exchanged is an undivided part or share therein, such undivided part  or
  share  of the trust estate may be so exchanged if it shall appear to the
  court to be for the best interest of such estate.
    2. The supreme court shall not  grant  an  order  permitting  such  an
  exchange  and  conveyance  unless it appears to the satisfaction of such
  court  that  a  written  notice  stating  the  time  and  place  of  the
  application  for  such  leave has been served upon every beneficiary and
  also upon every person in being having a vested interest  or  estate  in
  possession, reversion or remainder, in such real property at least eight
  days  before  the making thereof, if such beneficiary or other person is
  an adult within the state; or if a minor, incompetent,  conservatee,  or
  absentee, until proof of the service on such beneficiary or other person
  of such notice as the court or a justice thereof prescribes.
    3. The court shall appoint a guardian for any minor and for any person
  unable  to manage himself or his affairs who shall not be represented by
  a committee or conservator duly appointed.
    4. The application must be by petition duly verified, must be made  by
  the executor, trustee, guardian of an infant, committee, conservator, or
  such  other  person or persons acting in a fiduciary capacity, or a life
  tenant who has been so authorized to sell or exchange, or by the trustee
  of an express trust seized of a legal title to  an  undivided  share  or
  interest  in  real  property;  and  shall set forth the reasons for such
  exchange and conveyance and the nature thereof and  the  peculiar  facts
  which make it proper that the application shall be granted, but when the
  interest  of a trust estate in any real property is an undivided part or
  share thereof, it shall be sufficient to show by such petition that  the
  exchange  will  be  for  the best interests of such estate. After taking
  proof of the facts either before the court or a referee, and hearing the

  parties and fully examining into  the  matter,  the  court  must  direct
  judgment  upon  the application. In case the application is granted, the
  judgment must authorize the  said  executor,  trustee,  guardian  of  an
  infant,  committee,  conservator, or other person or persons acting in a
  fiduciary capacity or life tenant, to make such exchange and  conveyance
  upon such terms and conditions as the court may therein prescribe.
    5.  Whenever  it  shall  appear  from  the  papers  submitted upon the
  application  that  there  are  conflicting  claims  in  respect  to  the
  ownership  of  or the right to sell and convey such real property or any
  interest therein, the  court  may,  within  the  demand  for  relief  as
  evidenced  by the notice of application, and if all adult beneficiaries,
  and also all adult  persons  having  a  vested  interest  or  estate  in
  possession,  reversion  or  remainder  in  such real property under such
  conflicting claims consent thereto, direct that the stock and  bonds  or
  either the stock or bonds to be given by the corporation in exchange for
  such  real property or interest therein shall be issued to and held by a
  trust company authorized to hold moneys paid into court upon such  terms
  and  conditions  and with such powers as the court shall prescribe until
  the further order of the court.