The Indianapolis journal. [volume] (Indianapolis [Ind.]) 1867-1904, 1893-11-13
1T CAN INCORPORATE.
The Acknowledgement Gives Rope
to the New Roby Athletic Club.
A Conference with the Secretary of
State-Articles Sent Back. for
the Proper Fee.

There was a hurried consultation at the
Statehouse yesterday morning between the
Encouragement and the Secretary of State
regarding the articles of association of the
Roby Athletic Club, offered for record on
Saturday, and as a result the articles were
returned to the club yesterday morning
with a brief statement of the law governing
such cases. In the letter accompanying
them it was stated that the association was
evidently organizing for profit and, as it had
secured the property of the
Athletic Association, it was assumed that
the new organization was a capitalized COM
pany. In that event the law required a fee
of 81 and an additional sum amounting to
one-tenth of 1. per cent. of the organized
capital should be paid to the Secretary of
State upon presenting the articles for rec
ord; that the law had not been complied
with and until it was the Secretary could
not receive the articles nor could the COM
pany carry on its proposed business. The
letter was the result Of an opinion given
by the Attorney-general that the Secretary
has no discretion in such matters when the
law has been fully complied with by the
company desiring to be incorporated, and
that it is not his province to reject articles
of association when the requisite lee &C
companies them.
The exact words in which the Attorney
general expressed the law is not known,
but he is said TO have stated that the
Secretary of State cannot assume that a
corporation inteAdS to violate any law and
for that reason refuse to incorporate Its
articles of Incorporation into the records
of his office; that the law assumes that
every association is organized Tor a laW1ul
purpose and will not presume an intent TO
violate it's provisions against any person or
corporation in advance of an overt acti that
the Secretary Of State, being an admlnlS-
tratiye officer, cannot reject articles OF as
ISOLATION unless the parties organizing IL
refuse or neglect to comply with the proy1-
sions of the law governing the thing OF the
same. The opinion OF the encouragement
settles the question of the right of the COM
pany to nave its articles recorded in the
Secretary'S office and the new organization
will no doubt comply with the law by IN
closing the necessary fee and when THIS IS
done the company will be regularly incor-
porated.
There is much speculation as to what the
Governor will do when he returns 10 the
city, but it is generally conceded that out
one course is left open to him If he desires
to prevent the company from exercislng the
franchise rights which 1t obtains by nllnS
it's articles of incorporation. That course
is to bring injunction proceedings and this
would involve the charges of intent TO VIC
late the law by giving prize tights, a thlng
which the new club states that IL does not
intend to do. 1t is believed. however, that
the club has provided for its agent doing
what il disclaims any intention of doing,
giving him such extraordinary power as is
involved in the clause permitting him TO
lease the property for a PERIOD not longer
than six months and during this time the
officers and directors are TO nave no author-
ity over the property. Such a provision as
so unusual that it exciteS suspicion of the
honesty of the clubs intentions and II pro-
ceedings are invoked to prevent 1t from
carrying on it's business they Will be based
upon this point.