State v. Yoder
| Decision Date | 07 June 1909 |
| Citation | 103 P. 499,39 Mont. 202 |
| Parties | STATE ex rel. CASCADE BANK OF GREAT FALLS v. YODER, Secretary of State. |
| Court | Montana Supreme Court |
Mandamus by the State of Montana, on relation of the Cascade Bank of Great Falls, against A. N. Yoder, as Secretary of State, to compel respondent to file a certificate extending the bank's corporate existence. Writ granted.
Ransom Cooper, for relator. Albert J. Galen, Atty. Gen., and E. M Hall, Asst. Atty. Gen., for respondent.
On April 3, 1889, the Cascade Bank of Great Falls was organized as a state banking corporation with a capital stock of $40,000; its term of existence being 20 years. On January 24 1891, the capital stock was increased to $75,000. On March 18, 1909, the corporation desiring to extend the period of its corporate existence for 20 years from April 3, 1909, the board of directors adopted a resolution calling a meeting of the stockholders for March 29, 1909, to determine whether such extension should be made, and directing the cashier to give notice in writing to every stockholder. Such notice appears to have been given, and at the time and place mentioned in the notice 615 shares, out of the total of 750 shares, were represented. At the stockholders' meeting resolutions were adopted by the unanimous vote of the 615 shares to extend the corporate existence of the corporation for 20 years, from April 3, 1909, to April 3, 1929, and directing the chairman and secretary of the stockholders' meeting and a majority of the directors of the bank to cause to be made and filed the necessary certificates. A certificate setting forth the proceedings had was made by the chairman and secretary of the stockholders' meeting and by a majority of the directors and filed with the county clerk of Cascade county, and a duplicate tendered for filing to the Secretary of State. Upon objections raised by the Secretary of State, an amended certificate was prepared by the same parties, filed in the office of the county clerk of Cascade county, and a certified copy thereof tendered to the Secretary of State for filing, accompanied by the necessary filing fee. Upon the refusal of the Secretary of State to file this amended certificate, this proceeding was instituted. An alternative writ of mandate was issued, and upon the return thereof the Secretary of State interposed a general demurrer, and the matter was submitted for determination. It is contended by the Attorney General appearing on behalf of the Secretary of State, that the application to this court by the bank discloses that the laws of Montana were not complied with in two particulars: (1) In attempting to extend the corporate existence of the bank; and (2) in attempting to increase the capital stock of the bank.
1. The principal contention arises over the action of the bank in extending its corporate existence. The solution of the difficulty is to be found in a construction of existing statutes. At first blush it would appear that we have conflicting laws upon the subject; but a study of the history of these statutes will dissipate any apparent conflict. Beginning with 1866, an attempt was made to enact an incorporation statute (act approved December 10, 1866, Laws Third Session, p. 1); but practically all enactments by this session were declared void by an act of Congress approved March 2, 1867 (14 Stat. 427, c. 150). At the next session of the territorial Legislature an act was passed and approved on December 13, 1867 (Laws 1867, p. 1), which provides for the incorporation of domestic concerns for certain purposes; the purposes mentioned covering a wide range of subjects. With slight, if any, modifications, this act was carried into the Codified Statutes of 1871-72, as chapter 18, and, with some amendments, into the revision of 1879, as chapter 15; and again into the Compiled Statutes of 1887, as chapter 25. Sections 467, 468, and 469, of chapter 25, div. 5, Comp. St. 1887, are sections 265, 266, and 267, c. 15, div. 5, Rev. St. 1879, and are sections 22, 23, and 24 of chapter 18 of the Codified Statutes of 1871-72. In the compilation of 1871-72, chapter 18 is entitled "Corporations." Chapter 15 of the revision of 1879 is entitled "Corporations for Industrial or Productive Purposes," and the same title is attached to chapter 25 of the Compiled Statutes of 1887. Whether it was ever intended that a state banking corporation should, or indeed could, be formed under any of the foregoing statutes--which were the only laws upon the subject--we need not stop to inquire; but that for some sufficient reason these statutes were deemed inadequate or inapplicable to a state banking corporation is manifest, for, with those statutes still in full force and effect, the Legislature passed an act entitled "An act concerning banks and banking," which was approved March 5, 1887, and comprises all of chapter 27, div. 5, of the Compiled Statutes of 1887. This act purports to be a complete statute for the incorporation, management, and control of state banks and banking corporations, and differs materially in many respects from the corresponding provisions applicable to other corporations, found in chapter 25. If the incorporation laws found in chapter 25 were ever intended to have, or did in fact have, any application to state banks, those laws must be held to have been superseded to that extent by the special statute found in chapter 27, and from March 5, 1887, when this special statute went into effect, chapter 25 could not have any application whatever to state banks, except in so far as its provisions are specifically referred to by subdivision 6 of section 2 (now section 515), of chapter 27, div. 5.
This was the status of the law when the Legislature met in January, 1893. Up to that time there was not any provision of law whatever by which the term of existence of a corporation could be extended beyond that fixed in the original articles of incorporation; but by an act approved March 2, 1893 (Laws 1893, p. 111), sections 446, 467, 468, and 469, of chapter 25 of the Compiled Statutes of 1887 were amended. The amendment of section 446 is immaterial here. Sections 467, 468, and 469 were amended so as to permit a corporation organized under the provisions of chapter 25 to extend the term of its existence by giving six weeks' notice of the meeting called for that purpose, etc. Since the provisions of sections 467, 468, and 469, as found in chapter 25, did not have any application to state banks, at least not after March 5, 1887, of course those sections as amended by the act of March 2, 1893, did not have any application. The act of March 2, 1893, is continued in force by section 5186 of the Political Code of 1895, and by section 5184 the provisions of that act are held to be amendments to the Code provisions on the same subject inconsistent therewith. In the Civil Code of 1895, section 562 is an original Code provision, which prescribes the manner in which a corporation may extend the term of its existence; and section 563, also an original Code provision, provides: "The provisions of this title are applicable to every corporation, unless such corporation is...
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