The Telegraph-courier. [volume] (Kenosha, Wis.) 1888-1946, 1895-09-12
is A PECULIAR CASE.
FIRM OF DAN HEAD & co. NOT. a
CORPORATION.
WHAT LAWYERS SAY ABOUT 1T
Attorneys Norman Baker and James Cava-
nagh Talk About the Legal As
pect of the Bank S Affairs
How to File Claims.

afternoon by Attorney Norman Baker
when he drew up a statement of the
legal aspect of the affairs of the Dan
Head & Co. bank. The case concern
| ing this institution is a very peculiar
one, and one upon which the supreme
court of the state would be compelled
to pass in case much litigation
grew out of the condition of affairs. 1t
will be greatly to the best interests of
not only the stockholders, but the de-
positors as well, to avoid as far as may
| be, all litigation, for the. reason that it
could result in little more than the dis
sipation of the assets of the institution,
while the carrying out of the present
assignment will close the banks affairs
up at nominal cost and save just that
much to the creditors. Then again,
claims may be filed against the bank
in such way as to waive no rights
any depositor may have with reference
to holding the stockholders individually
liable for the full amount of their
claims. In order to get this story all
straight and in order, it will be neces-
sary to begin here by quoting the
statement made by Mr.. Baker The
statement runs about as follows:
Mr.. Bakers Statement.
Dan Head & Co. assigned as cor
pOration under the general laws of
Wisconsin. Their only claim to corpo-
rate existence is founded upon chapter
lib of the laws Of 1874, repealed by
the revision Of 1878. Under this law
they attempted to incorporate, to re-
ceive deposits, make discounts and do
a general banking business. But that
law did not purport to authorize incor-
poration for any such purposes. Even
if it did the law would have been void,
for the constitution of Wisconsin pro-
vides that the legislature shall not have
power to create, authorize or incorpo-
rate, either by general or special law,
any corporation with banking powers
and privileges, without first submitting
that law to the voters of Wisconsin and
receiving their approval of it, The
law was not submitted to the people.
Therefore, their pretended incorpo1a-
ton under the law is void; and they
cannot claim any Of the privileges or
exemptions of corporation. Had
their incorporation been authorized by
that law, there would be no personal
liability on the part of the stockholders
but as it is, they are all liable as part
ners, to the full extent of their prop
erty. However, it appears that they
do not recognize this personal respon-
sibility and will endeavor to prevent
it's enforcement. They have assigned
their property as "a corporation under
the general laws of Wisconsin, and
when the creditors have filed their
claims accepted the assignment and
participated in its benefits they will
be estopped to deny the due incorpora-
ton of the company. They must be
satisfied with what dividends the prop
erty assigned will make"
What the Law Is
The law quoted by Mr.. Baker in the
above statement and under which this
bank organized. reads in the most in
tereSting section as follows:
SECTION l. Five or more adult
persons living in any county Of this
state may organize themselves into an
association or corporation for one or
more or all of the following purposes to
carry on the following business: The
mercantile, manufacturing, numbering,
transportation, shipping, commission,
elevator or warehouse business, or the
business of loaning money on securities
or otherwise, dealing in all kinds of
property by buying, selling or exchang-
ing the same, the business of insurance
of any kind among the members of such
corporation, and to carry on any other
lawful trade or business, provide for the
mutual support of it's members, in case
of sickness or poverty, to establish and
maintain hospitals or other institutions
for the education or maintenance of or
phan children, and for the care and re-
lief of the sick, inirm or the homeless
and for any other charitable purpose"
Another section pertinent to the case
in hand is section Of this same law.
This section provides that verified
copy under oath of the articles OF in
corporation by two of the persons sign
ing such articles shall be recorded in
the office of the register of deeds, etc.
This last section quoted is broughtin
for the purpose of alluding TO the fact
that instead of filing a verified copy
nnder oath of the articles, the original
articles themselves were filed. In Grim
inal matters an original paper filed
would have just so much greater
weight than copy would have, but in
a civil matter like this there is a ques-
ton as to what court would say of it.
But according to Mr.. Bakers state
ment this law was repealed by the re-
vision Of 1878. This, it is thought,
would operate to dissolve the corpora
lions organized uuder that law, which