Ottumwa tri-weekly courier., 1910-01-20
Attention Called to Errors
in Iona Corporation Lam

the secretary of states letter, "It was |
held that the exemption applied only |
to those corporations whose articles |
of incorporation restricted them. to
manufacturing and mercantile lines of !
business, etc"
In all the history of the state there
never has been decision of any
court so holding, or placing any such |
Interpretation upon this statute; and
the reading of the statute discloses
hat it Is not susceptible to any such
Interpretation. The right to. foreign
corporations to engage in mercantile
and manufacturing business in the
state was never questioned by any Of
f1cer of the state, or in any court, un-
til in the summer of 1908, when suit
was commenced by the attorney gem
eral against the Barber Asphalt COM
pany to recover penalties for doing
business without filing it's articles and
paying fees.
The last general assembly by sec
tion of chapter 104 absolutely revolu-
tionized the laws and policy of the
state with respect to foreign mercan-
tile and manufacturing corporations,
by incorporating into the statute code
section 1887 by way of amendment;
the contention made by the state in
| this suit against the Barber Asphalt
| Paving company to the effect that it
was not exempt from the requirement
of paying fees, although it was doing
nothing in the state except a mercan-
tile and manufacturing business; be-
cause its articles of Incorporation
We're broad enough to permit some
other line of business to be carried on.
This revolution was accomplished by
the amendment referred to, of which
! the following is the language:
THAT section 1857 of the code be
and the same Is hereby amended by
inserting after the word business in
the third line Of said section the fol-
lowing: AS clearly defined and re-
stricted by it's articles of incorpora-
| tion.'"
Why PROTEST. Arises.
The result is that the law now
stands; that all foreign mercantile and
manufacturing corporations in the
state, carrying on nothing but mer-
camille and manufacturing business,
are nevertheless required to pay fees
and are liable and subject to a penalty
of one hundred dollars each day since
this law went into effect, April 49, 1909
if 1T so HAPPENS that their articles
of incorporation permit any other line
of business to be transacted No won
der a protest has gone up all over the
state against such an enactment.
Whatever may have peen the motive
on the part of those responsible for the
law, the lack of wisdom IS apparent.
The law cannot be defended upon the
assumption that it is only an enact
ment of the law as it had been in
terpreted and declared by the courts.
because that is not the fact. But ii
there had been such an Interpretation
and declaration of the law by any
court instead of giving effect to such
an unwise law by adopting it into the
statute, it would have been much
wiser to have adopted an amendment,
which would have clearly continued
the exemption of mercantile and man
ufacturing corporations and thus have
maintained the policy of the state
since its organization to encourage the
coming into the state of outside cap
ital to carrying on mercantile and
manufacturing enterprises.
Should Be Repealed.
1t is gratifying to know that the
state officials recognize the unfairness
Of the law and will-co-operate in secur-
ing it's repeal But what course
should the state officers pursue mean
while and pending the meeting of the
legislature? Shall the state relentless
ly pursue all mercantile and manu-
featuring corporations in the state and
exact penalties or exorbitant filing fees
or shall the state officers in the ex-
ercise of the authority conferred upon
them by chapter s, act of the Thirty
third general assembly, remit penal
ties and permit such corporations as
desire to do so to withdraw from the
state or to incorporate their business
in the state by paying filing fees upon
the capital employed in the state?
There is no doubt but that the next
legislature will repeal this obnoxious
law. but meanwhile its enforcement
will work unnecessary hardship upon
all corporations and bankrupt some
and tend to drive capital from the
state. The power of the state to re-
NIT penalties affords the means of
ameliorating the hardships of the law
until 1t can be repealed