The Indiana State sentinel. [volume] (Indianapolis) 1868-1895, 1893-11-29

as a primary requirement recorded in
the recorders Office of such county; and
such record. or a certified copy thereof,
shall be conclusive evidence of the mat
teTs and things therein recited, and
that from the time of fling of such arti-
cles in the proper recorders office, such
association shall in all legal respects be
held to be a corporation with all the
powers and privileges incident thereto.
The Secretary's Powers.
BY the provisions Of a statute APP
proved March 3. 1891 (acts 1891. D. 3s2).
all such corporations, thereafter organ
lied, are required to file with the sec
Rotary of state certified copies OF dupli-
Gates of their articles Of association.
The secretary is not required 70 record
them or to keep a record wherein such
copies or duplicates shall be recorded.
but his duty ends when such certified
copies or Implications are filed with him
IN his Office. and the proper fee therefor
is paid for such filing. The fact that
the law requires such associations to file
certified copies OF duplicates Of their
articles with the secretary Of state.
and that the state exacts a fee therefor,
does not confer upon that officer dis
cretionary powers to revise or reject
such copies or duplicates for any real or
imaginary reason. His duties in such
matters are purely ministerial and when
such documents are placed In his hands
and the statutory fees for filing paid
or rendered his connection with the mat
ter ends. The articles may not be in
proper form, but the secretary of state
cannot reject them for that reason they
may omit 10 show that the corporation
has divided its property into shares or
state the value OF the property to be
Operated by such corporation. still the
secretary OF state has no power to re-
quire a division Of its property into
shares or a statement OF the value of
the property 10 be owned, controlled or
operated by 1t. Such statements are
purely discretionary with the associa-
ton. the secretary may believe that
such corporation is organized under
false pTetens- and that its promoters
intend 10 engage I'm some unlawful bus
mess as soon as they put their cOrpo-
rate enterprise on its feet; but yet he
cannot sit ia judgment, and. because
he believes that the concern is surround
ed with suspicion. refuse TO file prop
cry certified copy or duplicate Of the
articles which had already been flied
and recorded in the recorders office of
the proper county. Such a power would
be judicial: the power to hear and de-
terInine a controversy between the Citi-
zens of the state and to decide such
controversy. The secretary Of state is
not a judicial officer and in p'atters
of fling certified copies or duplicates
OF articles OF association of corporations
and collecting the proper fee Tor such
service. he acts simply in a ministerial
capacity and Is Invested OF all dtScTe-
tionary powers. In such cases it is the
duty Of the secretary of state 10 file
the papers when presented and de-
mand and receive the statutory fee
therefor. leaving all other matters 70
be settled by the courts. where they be-
long In principle. this identical ques-
ton was settled by the supreme court
I'm Smith vs.. Myers 30 Ind. -, wherein
the court held that the secretary Of state
was simply the custodian Of election
returns charged with a duty in relation
70 them which the statute enjoined mp
on him. There his duty was as custO-
dian. 10 keep and deliver the returns
TO the speaker of the house. Here the
duty required Of the secretary is to
file the papers and keep custody of
them and nothing more. the court said:
Nothing that the secretary can do can
give validity TO the papers il they have
none by force of law. and nothing he
can DO can deprive them Of validity If
under the law they are valid
Suppose that suit had been brought
10 enjoin the secretary from filing the
papers in question. does anybody be-
lieve that court Of equity would have
taken cOgnizauce of the case and pre-
vented him from accepting and filing
them as the law expressly provides he
shall do2 Certainly not. The secretary
being the custodian Of the certified copy
OF the articles Of association. directed by
law to receive and file il and TO tax a
certain fee therefor IS stripped of all
discretionary power in relation to it,
its form or substance or the purposes for
which the association is brought into
being. He is as pOwerless to decide
what the articles shall contain or
whether the purpose of organization is
lawful or not as the county recorder, in
whose Office the articles must first be
filed and the secretary's powers are no
Erea-sr in receiving and fling the
articles than the recorders is in receiv-
ing and recording them. The duties Of
both are fixed by the statute and when
its requirements have been complied
with their power over the whole subject
end
Must Accept the Articles.
THE Roby athletic club of Lake
county Indiana. as you have stated to
me in your communication filed in your
Office a duplicate Of its articles of asso-
citation and rendered. the proper fee. it
therefore becomes your duty to accept.
file and keep said document in your
Office. leaving all controversies as to the
legality of the corporation TO be de-
termined by the courts, which alone
have Jurisdiction Of such questions.