Isle Royale Land Corp. v. Osmun

Campbell, J. A mandamus is asked to compel the Secretary of State to file the articles of association of relator, under section 23, chap. 123, How. Stat., being Act No. 113, Laws of 1877, entitled— “ An act to revise the laws providing for the incorporation of companies for mining, smelting, and manufacturing iron, copper, silver, mineral coal, and other ores or minerals, and to fix the duties and liabilities of such corporations.” The preliminary question of jurisdiction presented by respondent requires no attention. If relator is given any right by statute, no executive officer can deprive it, and when it is a specific right mandamus will lie to enforce it. The section in question here is as follows: “Foreign corporations, organized for the purposes contemplated by this act, upon filing copies of their charter or articles of incorporation, as provided in section five, may carry on business in this State, and shall enjoy all the rights and privileges, and be subject to all the restrictions and liabilities, of corporations existing under this act.” Relator applied to the Secretary of State to have filed a copy of its articles, but he refused to file them as not authorized by law. Hpon the return to the order to show cause it was claimed that this section is invalid, and, furthermore, that, if valid, relator does not come within it. Before proceeding to the other questions, it may be noted that the relator’s petition sets up an incapacity to file the — 165 — papers with the county clerk, because Isle Royale has become entirely depopulated, and has no county organization. It is not necessary, under section 5 of the statute, to file the articles in the county first. Duplicate originals must be filed, but not in any particular order. But it seems to have been overlooked that the Legislature in 1885 attached Isle Royale county to Houghton county for judicial purposes. Laws of 1885, p. 13. By section 455, How. Stat., such annexation makes Isle Royale a part of Houghton county for every purpose, and attaches it to the county town, unless otherwise ordered by proper authority. Section 456. Hpon the argument counsel for relator claimed that the only paper to be filed was what is denoted as the “ Memorandum of Association,” which is a brief document of a very general character. But, as certified, it is accompanied by “Articles, of Association,” which, while connected with the memorandum, form the real agreement of the parties, and must be so regarded. The statute requires these articles, and they are the only source of knowledge in any way corresponding with the charter or articles under which corporations are organized. The memorandum and articles were executed at the same time, and- belong together. We have not been furnished with references to the English statutes, which would no doubt explain why the papers are in two parts. How far the English statutes authorize such incorporations we shall not inquire at present, but shall assume the articles are within some English law. The only inquiry now before us is not how far such an English corporation can go outside of any Michigan statute, but how far it can act under the statute now before us, and whether this particular corporation can file its articles in the State department, and become vested with the statutory powers. The statute in which section 23 is inserted is one which is confined by its title to providing for the incorporation of — 166 — companies, and defining the functions of bodies so incorporated. It was framed under Article 15, § 1, of the Constitution, which provides that — ■ “ Corporations may be formed under general laws, but shall not be created by special act, except for municipal purposes.” And it must be also governed by Article 4, § 20, which declares that— “ No law shall embrace more then one object, which shall be expressed in its title.” This section has been applied by our decisions to multifariousness in the creation or amendment of general corporation laws. Skinner v. Wilhelm, 63 Mich. 568 (30 N. W. Rep. 311); People v. Father Matthew Soc., 41 Id. 67 (1 N. W. Rep. 931). And in Mok v. Det., etc., Association, 30 Mich. 511, a statute which authorized bodies for one purpose to be incorporated, with some modifications, by reference to a previous statute on a similar subject, that itself provided that corporations for building and leasing might be organized under the provisions of the statute — which in its revised form is now before us — concerning companies for mining and manufacturing metals and mineral products, was held void for similar reasons. The purpose of the constitutional restriction requiring corporations to be created under general laws has always been understood as meant to put all corporations for similar purposes under the same conditions as to organization, powers, and privileges. In Green v. Graves, 1 Doug. 351, the clause in the old Constitution requiring a two-thirds vote for all acts of incorporation was held to exclude general acts for incorporation, 'on the ground that it was expected that the merits as well as incorporation of each body were to be investigated. And a general law under our present Constitution is supposed to contain all the conditions deemed proper for any corporation, and to keep all of a sort under the same conditions. — 167 — Under our Constitution there cannot he any Michigan corporation that does not get its being and the conditions of its existence from the laws laid down for such corporations by the Legislature of Michigan. It would be contrary to every rule of construction for our Legislature to delegate this power to other states or countries, or to other bodies, and to declare that any company which shall be created under the will or rules of such other authority shall be accepted as a corporation under the laws of this State. The method of organizing, the extent and conditions of creating, holding, and transferring stock, the authority and constitution of the governing body, and the powers and functions of the corporation, and of. its constituent members and bodies, are all matters of importance. It is equally important to know and fix the responsibilities, civil and criminal, public and private, of the corporation and its members. If section 23 is intended to confer powers on foreign corporations as such, it is not within the title or general purpose of the statute or of the constitutional provision. If it is designed to create a distinct class of'Michigan corporations, it is equally open to objection. The Constitution provides that corporations may be “ formed ” under general laws. This certainly contemplates a uniform rule adopted by law for organizing them. It cannot be made to fit every form and every, kind of organization made outside of our jurisdiction. In most of our states special charters may be adopted. The laws of foreign countries are equally varied, with the additional difficulty of construing systems with which we are not acquainted, and of prosecuting corporate misdeeds with no power of enforcing our forfeitures. It is hardly insisted that this English corporation can by any such simple process as filing its English articles become metamorphosed into a Michigan company, when a very large share of its methods, as well as of its functions, are not within any of our statutes. It is also evident that section 23, if valid, was designed to — 168 — reach no cases where the powers and purposes of the foreign corporation were different from those of bodies incorporated under the statute itself. The Secretary of State based his principal objection to filing these papers on the fact that, instead of being organized for mining and treating metals, ores, and minerals, those were but partial, and to some extent incidental. This company is called a “land corporation,” and its purposes include every incident of a -proprietary, colonial occupation, including expressly the development of “mineral, agricultural, grazing, and other resources.” Provision is made for stock-breeding and farming, for buying and selling live and dead stock, for making all manner of urban and rural ways and improvements on land and water, for organizing other corporations for any of the purposes named, for investing in the stock of all kinds of private corporations, and in domestic and foreign state and government securities, to create and deal in negotiable paper, to buy up other enterprises, and to enter into joint arrangements, and many other matters not necessary to specify. The general outline of the corporate powers is that of a colonizing and trading company for general purposes, much more than for mining and its associate purposes. There seems to be authority in the articles for the directors to get up corporations, and there is apparently no reason why a company or companies should not be got up from the beginning in conformity with our statute. But this company, as a corporation already organized under foreign laws for the multifarious purposes named in its articles, cannot obtain any legal standing by filing its papers under section 23 of the mining law for the formation of corporations in this State, without the subversion of settled principles. There is no need, under the present record, to examine or discuss any of the questions lying outside of the statute which were urged on the hearing. They are not presented in shape for decision, and it might be dangerous to deal with — 169 — them theoretically, or without more definite presentation and handling. The mandamus should be denied. Sherwood, C. J., concurred with Campbell, J.