The Indianapolis journal. [volume] (Indianapolis [Ind.]) 1867-1904, 1903-11-13

| stock is vested In a board Of trustees, which
shall have full, complete. exclusive and
irrevocable power during the continuance
OF this corporation, TO hold said stock and
vote the same as fully and completely as
IL they were the owners of said capital
stock, to elect directors and to fill any va
cancies that may occur in said board or
directors
THE subscribers to the capital stock OF
the company made their subscriptions with
full knowledge Of the character and pur-
poses of the organization, and they and
all the trusts imposed upon IL. We observe
In this connection that during the con-
tinuance of the corporation the trusts thus
imposed are binding alike upon subscribers,
directors and trustees.
when a trust of any kind has been law
fully created, 1t cannot be ignored even
by those who created Ii, but courts will
enforce Ii for the benefit OF the beneficial
ries. whoever they may be. II is a we'll
settled principle that equity will never sur
fer q trust 10 fail for want Of q trustee,
nor permit a trustee TO pervert the purposes
of the trust. This ia particularly so where
the trust created is for the benefit OF the
public.
From what we have already said ii Is
clear that during the continuance Of the
corporation the trusts imposed continue
Until II has been lawfully dissolved or
suspended by legal process of some kind,
the power of directing its affairs is not in
the subscribers or their assigns, but In
l the trustees ana directors, subject ~ thc
limitations of the powers imposed on them.
as hereafter more fully stated.
OBJECTS AND PURPOSES.
'The objects, powers and purposes OF the
company are stated in Article ., as fol-
lows:
"'Second-The objects Of the formation
of such corporation are to drill and mine
Tor natural gas, petroleum and otner MN
erals; and to purchase, lease and otherwise
acquire gas and petroleum wells and the
products thereof. and TO furnish the same
to its patrons for use: and by manufacture,
to convert the same into gas for fuel and
Illuminating purposes, and other articles
OF commerce, and the sale OF the product
to its patrons; to these ends, to take. hoid,
convey and mortgage real estate, by fee
simple or lesser title; and to own, operate
and maintain such machinery, works. lines
of pipe and appliances as the carrying out
of the objects above mentioned may re-
quire.'
ut is plain from the language quoted
above that the primary object of the COM
pany is TO supply gas TO Its patrons Tor
fuel and Illuminating purposes.
Various methods of accomplishing this
primary purpose are provided, and the COM
II. To drill and mine for either natural
gas, petroleum or other minerals Qncluding.
of course. coaD. for which purpose 1t may
"2. To furnish the natural gas so pro-
cured to its patrons; or,
"3. BY manufacture to convert the same
-tle . tAbhti II 60cs hAN
petroleum or the coal or other minerals
into gas. and to supply the same to It's
patrons.
Under no reasonable Interpretation OF
the language used can 1t be held that the
powers OF the company are limited to the
furnishing OF crude natural gas. The power
TO manufacture gas Is as clearly given as
is the power to pump natural gas from the
wells. Indeed, the power so to manufacture
Is more easily implied from the language
quoted than Is the power to drill gas wells
and supply crude natural gas, when We
consider that the company was organized
under the manufacturing and mining act,
other then on the statute books was the
power expressly given to form companies
for procuring and supplying natural gas.
STILL HAS RIGHTS.
"It has been claimed:
II. That at least two distinct objects are
stated in the articles OF association, viz,
the supplying of natural gas and the manu-
facture Of artificial gas.
"2. That a corporation cannot be or
ganized and carried Oh for both objects;
and
80. That inasmuch as the company elect
ed to begin operations by supplying natural
gas. 1t Is now barred from manufacturing
w do not find in the decisions of the
Supreme or Appellate courts of Indiana any
upon which they are based proves too
much. IL 1t proves anything 1t proves
either that the organization of the company
WAS llleSdl at the start or tnaI II never naQ
authority TO supply natural gas.
Nor Is there any warrant for these
Claims In the Indiana decisions Oh In the
the doctrine of election
But the chief fallacy upon which the rea-
soning in support OF these claims is based
Is that it assumes that the company's ar
ticles of association provide for two sepa-
rate and distinct objects.
LAS already stated, there is but one pri-
mary object stated in the articles, and that
is the SupDly or gas to its patrons for fuel
and Illuminating purposes, though several
different methods are provided in which
the object may be accomplished.
Certainly the company. by trying one
method, did not forfeit its right to use any
other.
Suppose, for example, that in the begin
ming the company had secured a large mum
Der OF leases covering a large area of ter
rftory, authorizing it to take from the
land leased either coal, petroleum or nat
ural gas: that in ignorance of the supply
Of natural gas. or In doubt as to the practi-
cability Of furnishing it to its patrons, the
company had first attempted to mine coal
and from it to manufacture artificial gas,
or had undertaken to drill petroleum wells
and from the petroleum to manufacture ar
tificial gas, and that either or both meth
DDS, after q months or a years trial, had
been found to be impracticable but In the
meantime 1t had been found that there was
a supply of natural gas sufficient TO supply
its patrons for fifteen or twenty years or
longer; could it be plausibly argued that in
such case the company. having elected at
AA9k ~ 81 - Sa9r NO0A1
never thereafter utilize the supply Of nat
ural gas and would have to abandon the
purpose of its organization and quit bust
ness and turn over all its property, includ-
ing its natural gas leases, to the original
subscribers? We think not. Our opinion is
that If such had been the case the company
would have had the right to discontinue
not the primary object of supplying gas for
fuel and Illuminating purposes-but its for
mer method of getting II and to adopt any
other Of the methods specified In the ar
ticles, one OF which is the supplying of nat
ural gas.
NO RIGHT TO DISSOLVE.
$50 we are Of opinion that after having
attempted, whether for one year or fifteen
years. to supply natural gas. it has now
become apparent that the supply is insult
ficient. the company is not bound, and has
no right, to abandon it's primary object OF
supplying gas for fuel and Illuminating
purposes, but may abandon the method
first adopted and resort to any other, and
for this purpose may manufacture artificial
gas. either from petroleum or coal.
we do not think that there is any rea-
sonable doubt as TO either the validity or
scope Of the company's organization, indie
pendently Of the act of March 3, 1903 (Acts
1903. P. lad. but all doubt, II any, has been
removed by that act, which expressly pro-
companies organized under the manufactur-
ing and mining act wherein the object OF
the company has been stated as embracing
any or all Of the purposes in any one of the
above-named subdivisions Of the Section
one IN of this act. are hereby legalfzed and