In re First Presbyterian Church of Bloomfield

Mr. Justice Gordon delivered the opinion of the court, November, 18th, 1884. ' The matter in hand has been brought before us on a writ of certiorari from the Common Pleas, hence, we are confined to an examination of those papers and docket entries which form the records of the case. With the evidence and those considerations which influenced the court in making up its decree, we have nothing to do. The power of the Court of Common Pleas to change the name of a corporation is found in the first section of the Act of April 20th, 1869; previously to the date of this Act, it had no authority to entertain proceedings for such purpose. This power is necessarily special, and conferred by legislative enactment, for in the general or common law jurisdiction of that court is found no power either to erect corporations, alter their charters or change their names. Now, the Act above referred to thus provides: “No proceedings for such purpose,” that is, for the change of the name of a corporation, “ shall be entertained by the courts, until notice of such application is given to the Auditor General, and proof of such fact is produced to the courts.” ■ But in looking over the records of this case, we discover no intimation of a compliance with this provision. Did [547] we find a statement to that effect either in the petition or decree, it would be regarded as sufficient, for as has been already said, with the proofs we have nothing to do; we look only at the record. But therein we find no such statement, and without it the court’s jurisdiction nowhere appears. We cannot entertain the idea, so strongly urged in behalf of the defendant in error, that this part of the statute is merely directory, and that a compliance with it need not appear, and our dissent from this proposition is founded upon the fact that the language of the statute is imperative; in the absence of conformity with its provision, there is an absolute prohibition of the action of the court. “No proceeding for such purpose shall be entertained; ” the Act confers the jurisdiction, and by the Act that jurisdiction is positively limited to such cases only in which notice has been given to the Auditor General. It will thus be seen that the power of the Common Pleas is confined to a particular class of cases, and unless the case under consideration appears, from the record, to be within the statutory class, there is nothing to support the jurisdiction of' the court, and its decree must necessarily be invalid. It is very true, that outside of the command of the statute, there does not seem to be much reason why this provision should be applied to religious and other charitable corporations, whose charters are not filed in the Auditor General’s office, but in the office of the .Recorder of Deeds of the county in which the corporation has been established. Why the Auditor Gem oral should have notice of the change of the name of a corporation of whose charter he has no official information, is, something for which a reason cannot easily be given. But, whether wise or unwise, such is the statute, and we can neither amend nor disregard it. Whilst, therefore, everything else in' the record before us seems to be regular and unexceptionable,, in this, an exhibition of the jurisdiction of the court over the subject matter under consideration, it is fatally defective, and: consequently the decree founded upon it must be reversed. It is now ordered that the decree of the court: below be reversed and set aside.