McChesney v. Batman

• Decision Date: 26 October 1905
• Citation: 89 S.W. 198,121 Ky. 303
• Parties: McCHESNEY, Secretary of State, v. BATMAN et al.
• Court: Kentucky Court of Appeals

89 S.W. 198

121 Ky. 303

McCHESNEY, Secretary of State, v. BATMAN et al.

Court of Appeals of Kentucky.

October 26, 1905

Appeal from Circuit Court, Franklin County.

"To be officially reported."

Mandamus by Thomas J. Batman and others against H. V. McChesney Secretary of State, to compel defendant to record in his office articles of incorporation. From a judgment for plaintiffs, defendant appeals. Affirmed.

N. B Hays and C. H. Morris, for appellant.

Burrell K. Marshall, for appellees.

HOBSON C.J.

By section 538, Ky. St. 1903, any number of persons, not less than three, may associate to form certain corporations. Then follow sections 539 and 540, which read as follows:

"Sec 539. Such persons shall execute articles of incorporation which shall specify: (1) The name of the corporation, which shall be such as to distinguish it from any other corporation engaged in the same business, or promoting or carrying on the objects or purposes in this state. (2) The name of the city or town and county in which its principal office or place of business is to be located. (3) The nature of the business, or objects or purposes proposed to be transacted, promoted or carried on. (4) The amount of its capital stock, if any, and the number of shares into which the same shall be divided. (5) The names and places of residence of each of its stockholders, and the number of shares of stock subscribed by each. (6) The time when it is to commence, and the period it is to continue. (7) By what officers or persons the affairs of the corporation are to be conducted, and the time and place at which they are to be elected. (8) The highest amount of indebtedness or liability which the corporation may at any time incur. (9) Whether the private property of the stockholders, not subject by the provisions of the law under which it is organized, shall be subject to the payment of corporate debts, and if so, to what extent."

"Sec. 540. The articles shall be signed and acknowledged by the parties thereto before any officer authorized to take acknowledgments to deeds, and recorded in the county clerk's office of the county in which its principal office or place of business is to be located, and a copy thereof shall be filed and recorded in the office of the Secretary of State; and said articles, or a certified copy thereof, may be used as evidence in any action for or against such corporation; and all amendments thereto shall become a part of the original articles."

Thomas J. Batman, Thomas J. Batman, Jr., and A. S. Batman on May 17 1905, entered into articles incorporating the ...