State ex rel. Clapp v. Steele
| Decision Date | 11 November 1887 |
| Citation | 34 N.W. 903,37 Minn. 428 |
| Parties | State of Minnesota, ex rel. Moses E. Clapp, Attorney General, v. J. A. Steele and others |
| Court | Minnesota Supreme Court |
Quo warranto. The information and answer show the facts recited in the opinion. The purposes of the respondents' association, as set out in their articles upon their attempted incorporation in 1883, were "to endow children under 12 years of age with a fund to become theirs at age and to afford mutual protection and relief to parents and others against the embarrassments often met in furnishing a more complete education to children."
Moses E. Clapp, Attorney General, and Albert F. Foster, for the State.
J. C Haynes and R. C. Benton, for respondents.
This is a proceeding of quo warranto upon the information of the attorney general, bringing in question the authority of the respondents to exercise corporate powers which they have assumed to do under the name of the "Educational Endowment Association of Minneapolis." In 1883 the association attempted to become incorporated pursuant to the provisions of the General Statutes; but in view of the decision in Foster v. Moulton, 35 Minn. 458, (29 N.W. 155,) and State v. Critchett, ante, p. 13, it is now conceded that such attempt was ineffectual, because the purposes of the association were not within those for the accomplishment of which corporations were then authorized to be formed. Under that attempted incorporation the association conducted business as a corporation until after the enactment of chapter 184 of the General Laws of 1885, when an attempt was made to perfect an incorporation under that law, by the filing of a declaration, as prescribed by section 11 of the act, executed by a majority of the board of directors of the association. On the part of the state, it is now claimed that the latter attempt was also ineffectual, for the reasons which we will now consider.
It is said that section 11 of the act is applicable only to existing corporations, not to associations having no legal corporate existence. We are of the opinion that such is not the proper construction of the law; but that it was within the purposes of the legislature to authorize the incorporation, in the manner specified, of associations which had attempted and assumed to have become incorporated under the laws of this state, and which were transacting the business of insurance in the manner specified in this act. Section 11 declares that "any existing corporation association, or society, transacting business of life, endowment, or casualty insurance upon the co-operative or assessment plan, and incorporated under...
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