State ex rel. Attorney Gen. v. Critchett

• Decision Date: 12 May 1887
• Citation: 37 Minn. 13,32 N.W. 787
• Parties: STATE EX REL. ATTORNEY GENERAL v CRITCHETT AND OTHERS.
• Court: Minnesota Supreme Court

37 Minn. 13

32 N.W. 787

STATE EX REL. ATTORNEY GENERALvCRITCHETT AND OTHERS.

Supreme Court of Minnesota.

May 12, 1887.

(Syllabus by the Court.)

An association whose purpose is to endow the wife of each member with a sum of money equal to as many dollars as there are members of the association, to be raised by assessment on them, is not a “benevolent society,” for the purposes of incorporation, under section 166, c. 34, Gen. St. 1878.

Where articles of incorporation filed are void, they cannot be made good by amendment, though the amended articles are properly filed.

Articles signed by only two persons held not good as original articles of incorporation, under chapter 184, Laws 1885.

Quo warranto.

Atty. Gen. Clapp, for the State.

George H. White, (Gilfillan, Belden & Willard, of counsel,) for Critchett and others, respondents.

GILFILLAN, C.J.

Quo warranto to ascertain by what authority a certain association styled “The Single Men's Endowment Association of Minnesota,” acts as and assumes to be a corporation. In 1881 three persons signed, sealed, acknowledged, and filed with the secretary of state articles of association, declaring the purpose of the association to be to endow the wife of each member, when he shall have married, with a sum of money equal to as many dollars as there shall then be members, to be collected from the members by assessment; the fee for admission of members to be $10, the semi-annual dues $2, the amount of each assessment $1.25, and to be no capital stock. In December, 1885, the president and secretary of said association signed, sealed, verified, and filed with the secretary of state what purports to be articles of incorporation as amended by a majority vote of the members of the association at a meeting thereof, and procured from the state insurance commissioner a certificate that the association was duly organized under the laws of the state, and authorized to transact business as an assessment association. The general purposes and business of the association were not changed by these latter articles.

The association could not become incorporated under either title 1 or title 2 of chapter 34, Gen. St. 1878, for those titles relate only to corporations having a capital stock. The only provision of the General Statutes under which it can be claimed that a corporation may be created in the manner and for the purposes of this association is in title 3, § 166; and it could be incorporated under that provision...