The Wichita daily eagle. [volume] (Wichita, Kan.) 1890-1906, 1904-03-04
OPINION BY
MR.. SIM0NS
Law Relative to Issue of Pat
ents to Corporations.
MUST GOVERNOR SIGN?
Shall Charters Issue Where
Capital Is Water?

Guthrie. o. T., March 3.-Following Is
the opinion Of the attorney general, P
c. Simons handed to Governor Ferguson
today. 1t causes a good deal of interest
here on account of the position taken by
Governor Ferguson.
The governor of Oklahoma Is strainght-
forward and honest in his dealings with
the people, and he has begun to kick
about some Of the charters for big cor
porations brought TO him for his sigma
ture. He wants to know whether he
has the right to go back and ascertain il
there is anything more back of these cor
porations than wind He is threatening to
puncture some of them and let the wind
out
He says that corporations are being
chartered here with capital stock running
up into the millions by men outside the
territory with some names of residents
of the territory when he has grounds for
grave doubts as to whether the whole
crowd could raise fifty dollars. Such
companies, he thinks, may deceive people
in other states if they do not do any
harm In Oklahoma.
Governor Ferguson is a pretty cour-
ageous man when it comes to standing
up for honesty, and If the law will up
hold him he is very liable to call on some
of these companies to show up their as
sets. If they are compelled to do that
a charter issued by the territory Of
Oklahoma will be a sort of certificate that
the corporation has something more than
wind to give it huge proportions:
Guthrie o. T.. March 8. 1904.
Hon. T. B. Ferguson, Governor of Okla
homa, Guthrie, o. T.:
Sir: 1 have considered your letter Of
February 18th, in which you make the fol-
lowing inquiry: "will you kindly inform
this office as to the law relative to the
issuance of patents to corporations? Is
the governor Of the territory required to
sign such patents. or is it simply duty
belonging to the office of the secretary Of
the territory? Again, is it admissible un-
der the law to issue patent to a corpora
ton with a capital stock aggregating in
the millions when the conditions and cir
cumstances connected with the company
Indicate that there is but very little, il
anys capital stock In the organization?
On this latter point are officials who issue
the patent presumed to inquire into the
merits of the papers flied in the case or
the financial standing of the company
The laws of this territory provide for
the creation and regulation of the diff
ferent classes of corporations and an ex-
animation of these discloses the fact that
all corporations except railroad corpora
tions are entitled to receive a charter
from the territory upon the filing Of
proper articles of Incorporation. In ar
ticle of chapter IS, entitled. Railroad
Corporations the law provides. how
ever, for the organization of a corpora
ton for the purpose of constructing,
maintaining and operating railroad,
etc. and it requires that the persons
forming such corporation shall make ar
ticles of organization in which shall be
stated various matters similar to the
requirements to be contained in the arti-
cles of corporation of other corporations.
but provides that there shall be an
nexed to such articles an affidavit OF at
least three of the directors therein named
that the signatures thereto are genuine
and that it is intended in good faith to
construct, or maintain and operate the
railroad therein mentioned and thereupon
said articles and affidavits shall be filed
in the office of the secretary of the ter
ritory who shall indorse thereon the
date of their filing and record the same.
After such fling. a patent under the seal
Of the territory signed by the governor
and secretary of the territory shall be
issued in the form prescribed in said
section.
IL. NJ
charter TO corporations generally pro-
vides in section IL. OF article 1. chapter Ss
entitled Corporations" upon the fling
Of the articles of Incorporation with the
secretary of the territory, he shall issue
to the corporation, over the great seal
of the territory, a certificate that the
articles containing the required state
ments of facts have been filed in his
office and thereupon the persons signing
the articles and their associates and sue
cessors shall be a body polite and cor
porate by the name and for the purpose
stated in said articles"
In view OF these different provisions,
will say that it is my opinion that. ex-
cepting the patent which is provided TO be
issued to railroad corporation. that the
issuing of a charter to a corporation is
matter pertaining 10 the office of the
secretary Of the territory, and with whi';'i
the governor has nothing to do but that
in the case Of railroad corporation or
Canized under article 9, chapter Is, il be-
comes the duty of the governor, upoT iha
filing OF proper articles Of organizat n.
accompanied by the affidavit heretofore
mentioned in the Office of the secretary
of the territory. to sign the patent to-
sether with the secretary Of the terri
tory
In regard to the proposition as u
whether or not il is within the province
of the officers issuing the patent or char
ter to withhold the same TO a corpora
ton seeking to organize where the cir
curnstances indicate that there is but
little substantial merit In the organiza-
tion. Will say that il is my opinion that
il the articles Of Incorporation Of an
ordinary corporation or articles Of organ
ization OF n railroad company fled with
the secretary are fair on Their face and
contain all the necessary statements re-
ouired BY law and are proper in form and
ACCOMPANIED by the requisite affidavits or
acknowIed grnents. that il is incumbent
upoa the Officers charged with the duty Of
issuing such charter or patent TO proceed
TO issue the same and that they are not
charged with the duty Of iDqgiring into
rs. facts leading up 10 the organization
ef such corporation. and as to the real
merits of the application To attempt
to pursue such a course would be 70 cast
rzxr-