The Indianapolis journal. [volume] (Indianapolis [Ind.]) 1867-1904, 1893-11-27

an unlawful business under disguise OF its
provisions is a plain perverSion OF. the leg
islative intent. and. therefore, unlawful
Having reached the conclusion that Sec
ton 1 OF the act OF Mach 3, 1883. con-
corning voluntary association is a valid law,
enacted for n lawful purpose, and not con-
trary TO public policy, IT necessarily follows
that its provisions are open to those who
desire TO organize under il for any of the
purposes therein stipulated; and il only re-
mains TO be seen in what manner such as
sociatiOns may be organized so as to clothe
them with the powers of corporations.
When. written articles of association are
sisned pursuant 20 the requirements of
Section l, supra, they shall be filed in the
recorders Office iR the county
be formed and record in The INSECT
laneoUs records of said recorders Office, and
such record or. = certified copy thereof
and things therein recited. Such is the ex-
press provision of Section 9 OF the act ap-
proved March Z, 1887, page 43.
IT IS ALREADY INCORPORATED.
Section 3 of said act declares that every
such association shall. from the time such
record is filed in the recorders Office. be
deemed and held 10 be a corporation and
possessed Of all the powers and privileges
given to corporations by the common law,
TO sue and be sued. To borrow money and
secure the payment Of the same by notes
and mortgages, bonds or deeds of trust upon
its personal and real property. and rent,
lease, purchase, hold, sell and convey real
and personal property as may be necessary
and proper for the purpose Of erecting
buildings and for other proper objects OF
any such corporation.
Such corporation is given, by Section 4
OF said act, discretionary power to divide
its corporate property into shares and desig-
nate the manner that the same be held, sold,
conveyed, assigned or transferred. But
whether capital stock is issued or not is
purely discretionary with the corporation.
1t is by the provisions OF Section ) OF said
act required to elect officers or agents neces-
sary TO carry into operation the objects of
its organization, and may adopt rules and
regulations for the direction of its officers
and members. anu shall keep a record un-
de- its corporate seal, which record may be
read in evidence in any court in this State.
Section s conferS upon such corporations the
power to receive real and personal property
by gift or devise and to hold the same as a
natural person. Such are the provisions of
the act OF March Z. 1887, and the amenda-
tory acts of March 8, 1891, and March 3, 1893.
The amendments here referred to only cover
March z, 1857.
From these provisions it is plainly to be
seen that voluntary associations must file
their articles OF association in the record
ers office of the county in which they are
formed. and the same must be as a primary
requirement recorded in the recorders Of
hce OF such county; and such record, or q
certified copy thereof, shall be conclusive
evidence OF the matters and things therein
recited, and that from the time of filing Of
such articles in the proper recorders office
such association shall, in all legal respects,
be held TO be a corporation, with all the
DOWtTS anu privileges lHCl1cll llCIelO.
BY the provisions OF a statute approved
March 9, 1891, acts 1891, p. 3Jz), all such
corporations thereafter organized are re-
quired to file with the Secretary Of State
certified copies or duplicates of their arti-
Giles of association. The Secretary is
not required to record them or to keep a
shall be recorded, but his duty ends when
such certified copies or duplicates are filed
With hin in his his 33ITce s,,o a1d e1 tine proper rope fd tef
that the Law requires such associations 10
file certified copies or duplicates OF their
articles with the Secretary of state, and
that the State exacts a fee therefor, does
not confer upon that officer discretionary
powers TO revise or reject such copies or
duplicates for any real or imaginary reason.
His duties in such matters are purely min
iSterfal, and when such documents are
placed in his hands, and the statutorys1eeS
for filing paid or rendered, his connection
with the matter ends. The articles may MOI
be in propeE form, but the Secretary of
State cannot reject them Tor ulat reason
they may omit to show that the corpora
ton has divided it's property into shares,
or 10 state the value OF the property to
be operated by such corporation, still the
Secretary OF State has no power to require
a division OF it's property into SHARES, or =
statement of the value of the property to be
owned. controlled or operated Dy IL Such
statements are purely discretionary with
the association. The Secretary. may
believe that such corporation is or
ganized under a false pretense. ard
that its promoters intend to engage in some
unlawful business rs soon as they put their
corporate enterprise on its feet; but yet ne
cannot sit in Judgment and, because he be
lieyes that the concern is surrounded with
suspicion, refuse to file q properly certified
copy or duplicate of the articles which had
ali eady been fled and recorded in the re
cOrder's Office of the proper county. SGch
q power would be judicial; the power
to hear and determine u controversy
between the citizens Of the State and TO dc.
eide such controversy. The Secretary or
stare is not a judicial officer. ard in mat
tiers OF filling certified copies or duplicates
OF articles of association OF corporations
and collecting the proper fee for such
service, he acts simply in a ministerial
Capacity and is Invested of all. discretion
airy powers. In s.ch eases il is the duty
OF the Secretary of state to file the papers
when presented and demand and receive
the statutory fee therefor, leaving all other
matters to be settled by he courts, where
they belong. In principle, this identical cues
ton was settled by the Supreme Court in
Smith VS.. Myers. 90 Ind, D., wherein the
court held that the Secretary of State was
simply the custodian of election returns
charged with a duty in relation to them
which the statute enjoined upon him. There
his duty was as custodian, TO keep and de-
liver the returns TO the Speaker of the
House. Here the duty required of the Sec
rotary Is to file the papers and keep Gus
tody of them and nothing more. The court
can give validity to the papers If they have
none by force OF law, and nothing he can
do can deprive them of validity if under
the law they are valid.
ROWS MORE EMPHATIC.
Suppose that suit had been brought to
enjoin the Secretary from filing the papers
I'm question, does anybody believe that "a
court of equity would have taken cogni-
zance Of the case and prevented him from
accepting and fling them as the law ex-
pressly provides he shall do? Certainly not.
The Secretary being the custodian OF the
certified copy of the articles of association,
directed by law to receive anu file 1T and
TO tax a certain fee therefor, is stripped of
Rll discretionary power in relation To it.
it's form or substance or the purpose for
which the association is brought into be-
ing. He is as pOwerieSs 60 decide what the
articles shall contain. or whether the pUr-
pose OF the organization is lawful or not,
as the county recorder i'm whose office the
articles must first be filed. and the Sec
and filing the' articles than the recorders
IS in receiving and recording them. The
duties OF both are fixed by the statute,
and when its requirements have been COM
piled with their power over the whole sub
sect ends
THE Roby Athletic Club. OF Lake coun-
". Indiana, as you have stated TO me in
YOUR communication, filed in your office a
duplicate of its articles OF association, and
rendered the proper fee, il therefore be-
comes your duty to accept, file and keep
said document in your office, leaving ali
controversies as to the legality OF the cor
pOratiOn TO be determined by the courts
which alone have jurisdiction of such ques-
tons"
THE GOVERNOR TALKS.