Evening star. [volume] (Washington, D.C.) 1854-1972, 1906-03-30
AN OPINION RENDERED
VIEWS OF UNITED STATES AT
TORNEY ON INCORPORATION.
Number and Names of Trustees Must
Be Specifically Stated-Im-
posing Tax.

United States Attorney Baker, replying
to an inquiry of Deputy Recorder of Deeds
Dutton, has rendered an opinion holding
that, in a certificate of Incorporation sought
TO be filed under the provisions of the Dis
trtct code, the number and names of the
trustees must not only be specifically
stated, but that it must also be set forth
that the trustees are stockholders The
United States attorney further held that a
statement in the certificate to the effect
that the corporation shall have and exer-
else all powers conferred by the laws of the
District of Columbia upon corporations is
too broad for insertion in certificate Of
fered under the provisions of section 6ST OF
the code
The United States attorneys opinion was
rendered in the case of the International
Building Association, which proposed to in
corporate that concern under the provisions
of section 6SI of the code. The certificate,
as first presented to Deputy Recorder Dut-
ton, provided that its concerns for the first
year should be managed by not less than
five nor more than fifteen directors, naming
five, of whom four purported TO be residents
of the District, the five named being the
incorporators well. The section In ques-
ton provides that any five or more persons
who desire the beneflt of incorporation
hereunder. all being citizens of the United
States and a majority of them residents OF
the District of Columbia, may file a GER
tificate to the same effect as that provided
for in sub-chapter 4 of chapter IL of the
code which sub-chapter requires the GER
tificate to state the number and names of
the trustees for the first year.
Power Conferred.
This proposed certificate" United States
Attorney Baker, in passing on the certfn-
cate as first presented for record. held,
would confer power on the company to
have fifteen directors, only five OF whom
are named 1t Is obvious that the addition
of the other ten would leave the present
number In the minority. and thus conform
to the provisions of the section (6SO as
showing a majority of the trustees to be
residents of the District of Columbia"
After holding that the submitted certin-
cate was also defective because 1t did not
show that the five trustees or directors
were shareholders. United States Attorney
Baker pointed out that another defect In II
was the broad recital that the proposed cor
poration should have and exercise all pow
ers conferred by the District laws upon cor
porations.
The certificate further provided in the
second paragraph that the term of the as
sociation's existence should be until the last
installment on each share OF stock was
paid. In the first paragraph 1t rectfed that
the capital was to be accumulated from
the savings and accumulation of the MEM
bers thereof, to be paid into said corpo-
ration in periodical installments, etc, until
the value OF all shares of stock in said cor
poration and every series thereof shall be
equal to the nominal or par value thereon,
or to some multiple thereof, at which time
said corporation shall cease to exist. A
difficulty was thereby raised In the cocoon
struction of the two recitals, the United
States attorney said, because 1t was un-
certain what precise figure might be desig-
mated as the multiple at which time the
corporation should cease to exist by reason
of the accommodations having been equalized
with the multiple.
Shall Cease to Exist.
but r." he remarked. ''the corporation
shall cease TO exist when the savings and
Accommodations of the members so put In,
together with premiums. dues and other
sources of revenue, shall have equaled the
par value of the stock, 1t is obvious that
such an amount could have been paid in
before the last installment on each share
of stock should have been paid, the differ
ences resulting in the increase afforded by
the dues, fines and premiums. Under the
second clause, however, the corporation
will still continue to exist until the last
instalhnent Of each share OF stock had been
paid"
In the opinion rendered by United States
Attorney Bakers predecessor August 8.
1905. the recorder OF deeds was advised
that the provisions of the act Of February
& 1905, imposing q tax. to be collected by
] the recorder, OF 40 cents on each $1,000 Of