People ex rel. Bonney v. Rose

Mr. Justice Hand announced the opinion of the court: The statute providing for the formation of societies, corporations and associations “not for pecuniary profit” is as follows; “Sec. 29. Societies, corporations and associations (not for pecuniary profit) may be formed as hereinafter provided. Any three or more persons, citizens of the United States, who shall desire to associate themselves for any lawful purpose, other than for pecuniary profit, may make, sign and acknowledge, before any officer authorized to take acknowledgments of deeds in this State, and file in the office of the Secretary of State, a certificate in writing, in which shall be stated the name or title by which such corporation, society or association shall be known in law, the particular business and objects for which it is formed, the number of its trustees, directors or managers, and the names of the trustees, directors or managers selected for the first year of its existence.” (1 Starr & Cur. Stat. — 2d ed. — chap. 32, par. 29.) A corporation for business purposes having in view solely the pecuniary gain and profit of the incorporators cannot be organized under this statute, and the Secretary of State is not required to issue a certificate of incorporation thereunder when it clearly appears from the certificate of intention filed in his office that the corporation is being organized for business purposes only, and with a view to the pecuniary profit of the incorporators. He in the first instance may determine that question, the ultimate decision thereof resting with the courts. It is evident that the corporation sought to be organized is a corporation solely for business purposes and the pecuniary profit and gain of the incorporators, and that it does not fall within the purview of the statute. We are therefore of the opinion that the Secretary of State was justified in declining to issue a certificate of incorporation to the proposed corporation. The motion for leave to file said petition will therefore be denied. Motion denied.