The Tiffin tribune. (Tiffin, Ohio) 1868-1887, 1869-06-10
The Atlantic and Lake Erie Rail-
way Company,

Some time ago a meeting was held
in Athens, O., to take preliminary
steps toward organizing the above
railway company. Papers of in corpOr-
alton we're drawn up and presented
to the Secretary of State, who refus-
ed to file them. The corporators ap-
pealed to the Attorney General
whose opinion sustains the Secret ary
of State. As the opinion embraces
points of considerable importanc e
and seems 10 invest the Secretary of
State with a good deal of power over
new projects applying for cOrpOr-
ate existence. we give the letter en-
tire
OFFICE Or THE ATTY GENERAL,
COLUMBUS, O., June 3, 1869.
Hoh. 1. R. Sherwood, Secretary of
State:
SIR:-I have the honor to ac-
knowledge yours of June l, inclosing
certificate of the Atlantic and Erie
Railway Company, asking my opinion
as to whether it is in conformity with
the laws of Ohio, and whether it is
your duty to file it in the Office of
the Secretary of State.
The certificate declares as follows
1t is the design of said company to
construct a railroad, &C., x + \
from the Ohio river at OF near Pom
eroy, Meigs county, Ohio, northerly,
thorough the counties Of Athens,
Perry, Hooking, Fairfield, Licking,
Knox, Franklin, Delaware, Union,
Morrow, Richland, Crawford, Marion,
Seneca, Hancock, Wyandot, Wood.
Sandusky, Erie and Lucas, to the
City Of Toledo.
2. 1t is the design of said company
to construct a branch of said road
from some point in Meigs county,
north of Pomeroy, through the ooun-
ties of Meigs, Athens, Perry, Nor
gan, Muskingum. Guernsey, Coshoc-
ton, Holmes. Wayne, Fuscarawas.
Stark, Summit, Medina, Carroll, LO.
rain and Cuyahoga, to Cleveland.
8. 1t is the declared design of said
company to construct a railroad from
some point OF the Ohio River, in
Meigs or Gallia counties, through
West Virginia, Virginia, North Car
olina, South Carolina and Florida.
These are the three declared OBJ
jects and purposes of said company
The first object or design is to build
a main track line on an impracticabIe
route. The second object or design
declared is the building of second
main line of railroad under the name
of a branch, both particularly start
ing from the sane point, in the same
county, running on entirely different
routes, through different counties,
across the State. The second or
branch object is wholly unauthorized
by any law OF this State. The third
object, to build a railroad outside of
the State is also wholly unauthoriz-
ed.
The object OF a certificate of ineor-
poration is to confer upon the COM
pany power to do whs; the law auth
-Orizes. 1t should not, therefore, con-
tain a declared purpose or design
to do thing which the law docs not
authorize. The certificate contains a
declared purpose and object on the
part of the company to do two things
of the greatest Importance, which are
wholly unauthorized by law; and a
third, and only remaining purpose is
an impracticable thing.
Ny opinion is, therefore, clear,
that the Secretary of State ought not,
in this or any other case, file a GER
tiGcate organizing a corporation to
do that which is illegal and without
authority, by which an unsuspeeting
public, con6ding in the official in
tegrity oc the State officers, and rely
ing upon the validity of instruments,
by them officially certified, may be
misled, overreached, or deceived to
their injury.
| have the honor to be, respectfully,
W. II. WEST,
Attorney General.