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Thirty-eighth, The organization of loan and trust companies ; provided, that nothing in this act shall be construed to authorize such loan and trust companies to sell real estate held as security, except in the manner provided by law.

Thirty-ninth, The accumulation and loan of funds, the erection of buildings, and the purchase and sale of real estate for the benefit of its members.

Fortieth, To raise necessary funds by any settlers on any Indian lands in this state to defray expenses in endeavoring to obtain title to any such lands so occupied by such settlers. [Id., $1249.]

Forty-first, The construction and maintenance of warehouses, elevators, and granaries. [Id., $ 1431.]

Forly-second, The transaction of any manufacturing, mining, mechanical, chemical, or mercantile and agricultural implements and produce business, either separately or all combined. [Id., § 1250.]

Forty-third, For the purpose of selling, hiring or leasing engines, cars, rolling-stock and other equipments for railroads to railroad companies. [Id., § 1250.]

Forty-fourth, For the construction and maintenance of a telephone line. [Id., § 1251.]

Forty-fifth, Coöperative societies for more successfully promoting and conducting any industrial pursuit. [Id., $ 1454.]

Forty-sixth, For carrying on the business of banking. [See Part II—Banks.]

Forty-seventh, For mutual insurance of growing crops against hail. [See Part II-INSURANCE_Mutual Hail Insurance.]

Forty-eighth, Fraternal life or benefit insurance. [See Part II - INSURANCE Fraternal Orders. ]

Forty-ninth, For the purpose of transacting the business of burial insurance. [Laws 1903, ch. 334, § 1.]

Fiftieth, To prospect for and obtain any and all metallic and nineral substances, and in addition thereto coal, clav, stone.

petroleum, and natural gas, and any and all other valuable products formed or existing beneath the earth's surface. [Law's 1903, ch. 360, SS 1, 2.]

Must Obtain Certificate from Charter Board.* Sec. 5. There is hereby created a charter board, to be composed of the attorney-general, the secretary of state, and the state bank commissioner. The attorney-general shall be the president and the secretary of state the secretary of said board. [Id., $ 1259.)

Sec. 6. Persons seeking to form a private corporation under any of the laws of this state

shall make application to said board, upon blanks supplied by the secretary of state, for permission to organize a corporation.

Such application shall set forth

1st. The name desired for such corporation. 2d. The place

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* The power to create corporations is legislative power, and cannot be delegated. This power is, under the constitution, to be exercised by the enactment of general laws, and the privilege of incorporation must belong to all who bring themselves within the provisions of those laws “if all the world object.” The charter board can, therefore, exercise no discretionary authority and grant or refuse incorporation according to its own views of propriety or public policy. Its only function is to see that the applicants bring themselves within the legal requirements. If they do so, their right is absolute. Were it otherwise, the provision giving discretionary power would be void. (Ex parte Burns, 1 Tenn. Ch. 83-95; Yick Wo v. Hopkins, 118 U.S. 356-369, 370.) And the right to incorporate, if refused, may be enforced by mandamus. (7 Am. & Eng. Encyc. of Law, [2d ed.,) 647.) If the charter board should grant an authorization certificate on an insufficient application, it is probable that the secretary of state might refuse to file the charter. (The People v. Nelson, 46 N. Y. 477.) be doubted whether the right of the charter board to determine whether " the affiants are acting in good faith” authorizes it to inquire whether the corporate purpose stated is the real corporate purpose. It has been held that “the articles themselves are the sole criterion to ascertain the purpose ” of the proposed corporation, and that “ the intent must be gathered alone from the written instrument.” (Attorney General v. Lorman, 59 Mich. 162; State v. Kingan, 51 Ind. 142.) It is probable the words " acting in good faith” must be interpreted to mean good faith in seeking incorporation, and not whether a proper use is to be made of the corporation. While the duties of the charter board are not discretionary, yet, as

It may

where its principal office or place of business is to be located. 3d. The length of time for which said corporation is to exist. 4th. The full nature and character of the business in which it proposes to engage. 5th. The names and addresses of the

proposed incorporators. 6th. The proposed amount of the capital stock. [Id., § 1260.]

Sec. 7. Each application for permission to organize a corporation shall be accompanied by a fee of twenty-five dollars, to be known as an application fee. [Id., § 1261.]

SEC. 8. The charter board shall hold at least one meeting each month in the office of the secretary of state, and at such other times as may be deemed necessary, subject to call by the secre tary. The board shall make a careful investigation of each application, and shall inquire especially with reference to the character of the business in which the proposed corporation is to

no agency or instrumentality of government can be required to do an unlawful thing nor to contravene public policy, the board may properly refuse applications to grant which would be against public policy or would set in motion the machinery for the perpetration of a fraud. Thus, it has been held that an association proposing to pay its members a certain sum each upon their marriage may be refused incorporation because the scheme is against public policy. (In re Mutual Aid Association, 15 Phil. [Pa.] 625; In re Helping Hand Marriage Association, id. 644.) And on the same ground a benevolent association was refused incorporation because its by-laws provided that members enlisting in the army or navy should thereby forfeit their membership. (In re Mulholland Benevolent Society, 10 Phil. [Pa.) 19.) The charter board may refuse to authorize a corporation with the same name as that of an existing corporation, or with a name which signifies a purpose different from the corporate purpose. (Ex parte Walker, 1 Tenn. Ch. 97.) As the statute makes no provision for amendments, and as the board is purely statutory with no inherent powers, it would seem upon principle and authority, that applications must be granted or rejected as they stand, and that they cannot be amended. If an application once actually submitted to the board should be defective, the only course open to the applicants to file a application, which of course would require a new fee. (In re Amendments of Applications for Charters, 5 Pa. Dist. Rep. 299; Day y. The MillOwners Mut. Fire Ins. Co., 75 Ia. 694; Matter of New York Cable R. Co., 109 N. Y. 32; Altoona Gas Co. v. Gas Co. of Altoona, 17 Pa. Co. Ct. 662, Cited 2 Gen. Dig. [New Series), 293, $$ 17, 18.)


engage; and if the board shall determine that the business or undertaking is one for which a corporation may lawfully be formed, and that the applicants are acting in good faith, the application shall be granted, and the secretary of the board shall issue a certificate setting forth the fact that the persons named in the application have been authorized by the charter board to form a private corporation as set forth in the application, reciting the proposed name and character thereof. [Id., $ 1263.]

Sec. 9. Nothing in this act shall be construed to apply to religious, educational, charitable, fraternal, benevolent or beneficiary societies, or other associations or lodges not original for pecuniary profit, except that they may incorporate under the provisions of this act by submitting their application to the charter board, and paying the fee for filing and recording. * (Id., § 1268.]

The Charter.t- Sec. 10. A charter must be prepared, setting forth : 1st. The name of the corporation. 2d. The purposes for which it is formed. 3d. The place or places where

* Neither does the act apply to building and loan associations: see $193. As to mutual bail insurance companies, see $$ 385, 386; mutual life insurance companies, $$ 398, 399; live-stock insurance companies, $ 432.

Medical colleges are not within this exemption. (People v. Gunn, 96 N. Y. 317.) To be within this section, the corporation must have the exempted purpose for its principal object. (The People v. Nelson, 46 N. Y. 477-480.)

† Nothing inserted in the charter beyond what the law prescribes can have any legal effect. Thus, a provision that "the indebtedness of the company shall not exceed $500 at any one time,” can have no more force than a mere by-law. It is not a part of the charter, for it cannot be. The law prescribes what the charter shall contain. (Town Co. v. Morris, 43 Kan. 282–284.) The law is the real charter; and provisions in the charter not authorized by law are void. Their insertion will not, however, make the charter itself or the incorporation invalid. They will be mere surplusage. (7 Am. & Eng. Encyc. of Law (2d ed.], 646; Hick v. McEwen, 12 Lea (Tenn.), 97; Eastern Plank Road Co. v. Vaughn, 14 N. Y. 546; People v. Chicago Freight Co., 130 III, 288.) But the charter will determine the powers of the corporation within the law. (North Point Consol. Irrigation Co. v. Utah & S. L. Canal Co., 16 Utah, 246.)

its business is to be transacted.* 4th. The term for which it is to exist. 5th. The number of its directors or trustees, and the names and residences of those who are appointed for the first year. 6th. The amount of its capital stock, if any, and the number of shares into which it is divided. 7th. The names and addresses of the stockholders, and the number of shares held by each. [Id., $ 1253.]

SEC. 11. The charter of a road company must also state: First, the kind of road intended to be constructed; second, the places from and to which the road is intended to be run; third, the counties through which it is intended to be run; fourth, the estimated length of the road; and fifth, the charter of a bridge or ferry company shall also state the stream intended to be crossed, and the place where it is intended to be crossed by the bridge or ferry. [Id., $1255.]

SEC. 12. The charter of an intended corporation must be sub scribed by five or more persons,t three of whom at least must be citizens of this state, and must be acknowledged by them before an officer duly authorized to take acknowledgments of deeds. [Id., § 1256.]

Sec. 13. Such charter shall, after the payment of the charter fee to the state treasurer, and having his receipt indorsed there on as provided by law, be filed in the office of the secretary of state, who shall record the same at length in a book to be kept for that purpose and retain the original on file in his office. A copy of the charter or of the record thereof, duly certified by the secretary of state, under the seal of his office, shall be evidence of the creation of the corporation. [Id., § 1257.]

SEC. 14. No religious, literary, scientific, industrial, benevo

* The place or places of business must be named. A certain city " and such other places as shall be determined upon," is objectionable. (In re Helping Hand Marriage Association, 15 Phil. [Pa.] 644.)

† It is not essential that all the incorporators should be able to sign their names. (Seventh Street Colored M. E. Church v. Campbell, 48 La. Ann. 1543.)

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