Indiana Bond Company v. Ogle

• Court: Indiana Appellate Court
• Writing for the Court: ROBINSON, J.
• Citation: Indiana Bond Company v. Ogle, 22 Ind. App. 593, 54 N. E. 407 (Ind. App. 1899)
• Decision Date: 29 June 1899
• Docket Number: 3,150
• Parties: THE INDIANA BOND COMPANY v. OGLE ET AL

54 N.E. 407

22 Ind.App. 593

THE INDIANA BOND COMPANY v. OGLE ET AL

No. 3,150

Court of Appeals of Indiana

June 29, 1899

From the Marion Circuit Court.

Affirmed.

S. M Richcreek, for appellant.

W. R Gardiner, C. E. Barrett and E. A. Brown, for appellees.

OPINION

ROBINSON, J.

Transferred from the Supreme Court. Appellant sues as the Indiana Bond Company, averring that it is the holder of certain street improvement bonds, and seeks to enforce the statutory lien against appellees' real estate for an assessment for such street improvement. The complaint does not show in what capacity appellant sues.

Appellees answered in abatement in two paragraphs. In the first paragraph it is alleged that appellant purports to be a corporation organized under and in pursuance of the laws of Indiana, and is assuming to act as a corporation; that appellees deny that appellant is an incorporated company, and deny its right to act as such, and allege that, under the statute under which appellant assumed to have been incorporated, it is necessary for the parties organizing to file in the county recorder's office proper articles of association signed and acknowledged by the subscribers to the company's capital stock; that the alleged stockholders and incorporators never at any time complied with these statutory provisions, or any of them, and that by reason of such failure there is no such corporation as appellant.

The second paragraph of answer alleges that on the 5th day of February, 1895, certain parties named filed in the office of the Secretary of State, what purported to be certain articles of incorporation; and on the 22nd day of March, 1896, the same parties procured from the Secretary of State what purported to be a certified copy of these articles of association, and on the 23rd day of March, 1896, filed the same in the recorder's office of Marion county, and the same were recorded in the miscellaneous record book of that office, a copy of which purported articles are filed with and made a part of the answer. It is further alleged that appellant has no legal existence, for the reason that on the 5th day of February, 1895, there was no law authorizing the incorporation of appellant, and that the alleged incorporators never at any time filed in the recorder's office of Marion county a duplicate of the alleged articles of incorporation filed in the office of the Secretary of State.

The alleged articles of incorporation filed with the answer state that "The undersigned, and such other persons as may become associated with us by the purchase of stock, desiring to form a corporation under the laws of the State of Indiana for the purpose of carrying on the business of buying and selling bonds, and such other business as may be connected therewith, do hereby certify that we have associated ourselves together for that purpose, and have adopted the following articles of incorporation." It is further provided that the name of the corporation shall be "The Indiana Bond Company;" the capital stock, $ 10,000, divided into 200 shares of $ 50 each; the business to be carried on in Indianapolis, and such other places as the board of directors may choose; that its business shall be carried on by three directors, which may be increased to five; that the board for the first year shall consist of Benjamin Richcreek, Seth Richcreek, and Arthur Lee; that the corporation shall continue fifty years, and that "The object of said corporation shall be the buying and selling of bonds, collecting interest thereon, and such other business as may be connected therewith." The three persons above named signed and acknowledged the above articles,--one on the 4th day of February, 1895, and the other two on the 5th day of February, 1895, and the certificate filed in the office of the Secretary of State February 5, 1895, and filed and recorded in the office of the recorder of Marion county, Indiana, March 23, 1896. A demurrer to these several paragraphs of answer was overruled, and appellant refusing to plead further judgment was rendered that the action do abate and that defendants have costs.

It is fundamental that a corporation can be created, and can exist by virtue of statutory authority, and by that only. If a corporation organizes under a general act, and inserts in its articles of association regulations and provisions additional to those required by the creative statute, such additional regulations and provisions are void. Nor is the corporation permitted to place any restrictions upon the manner of exercising its corporate duties other than the statute provides. If a corporation claims the right to exist for a certain purpose, it must show that it was organized under a statute authorizing the creation of a corporation for that particular purpose. See 1 Cook Corp. (4th ed.) section 4 et seq. It is not claimed by appellant's counsel that at the time of appellant's attempted incorporation there was any law expressly authorizing the creation of a corporation for the purpose of buying and selling bonds; but it is argued that appellant was properly incorporated under section 4583 Burns 1894, section 3502 Horner 1897, which provides that, "Any number of persons may voluntarily associate themselves, by written articles, to be signed by each person who may be a member at the time of organization, specifying the objects of the same, the corporate name they may adopt to designate such objects pursuant to this act, the names and places of residence of each member or stockholder, with an impression and description of the corporate seal, and in what manner persons shall be elected or appointed to manage the business and prudential concerns of any such association that may have been or shall hereafter be formed for either of the following purposes: * * * Thirteenth. To organize associations for the purpose of buying and selling merchandise and conducting mercantile operations." Section 3424 Burns 1894, and amendment of March 11, 1895, Acts 1895, p. 255, require a certified copy or duplicate of articles of incorporation to be filed...