People v. Perrin

Sharpstein, J.: This is a proceeding on the part of the State, in the nature of a quo warranto, to inquire into the legality of the existence of the defendant, La Socióté Francaise d’Epargnes et de Prévoyance Mutuelle, as a corporation, and of the legality of the exercise of the powers of directors of it by the other defendants. The complaint was demurred to, and the demurrer sustained by the Court below. The plaintiff declined to amend, and the complaint was dismissed. From that judgment this appeal is taken. The original corporators of the corporation defendant filed a certificate of incorporation on the 1st day of February, 1860, in which they omitted to state the amount of the company’s capital stock, or the number of shares of which it would consist. The object for which the corporation was formed was, “ to receive ” from its members “ deposits of money, to preserve the same from loss, and to find secure and profitable investment therefor.” The only law in force at that time which provided for the formation of corporations for trad[347]ing, etc., was an act entitled “ An act to provide for the formation of corporations for certain purposes,” approved April 14th, 1853. There is no authority in that act for the incorporation of any company without a capital stock consisting of a specified number of shares. Nor do we understand it to be claimed by respondents’ counsel that there is. They do claim, however, that a corporation could be formed under that law, for the object specified in the certificate of the corporators of this corporation ; viz., to carry on the business of a savings bank; and they insist that the Act of 1853 has, since the incorporation of this corporation, received a legislative construction to that effect. The act which they cite in support of that proposition is entitled, “ An act amendatory of and supplemental to an act entitled 6 An act to provide for the formation of corporations for certain purposes, approved April 14th, 1853,’ and the acts amendatory thereof and supplemental thereto,” approved March 4th, 1870. (Stats. 1869-70, p. 132.) The first section of that act reads as follows: “ All corporations and their successors heretofore formed under the provisions of the act of which this act is amendatory, for the purpose of receiving from the members thereof, and others, deposits of money, preserving the same from loss, and of finding secure and profitable investment therefor, may receive .deposits of money from minors and married women.” It is claimed that this is a clear recognition of the power of corporations organized under the Act of 1858, for the avowed object for which this corporation was formed, to conduct the ordinary business of sayings banks. This we conceive to be too plain to admit of argument. No change of phraseology could make it plainer. And by a subsequent act, with a similar title, approved March 24th, 1870 (Stats. 1869-70, p. 364), the power of such corporations to transact that kind of business is#recognized in nearly or quite the same language. In both of these acts there is a direct reference to corporations which had members, although the law of 1858 only provided for the incorporation of companies with stockholders. In view of the provisions of these acts, it seems to us that the State is estopped from denying that corporations could be formed under the Act of 1853 to carry on the business which this corporation was organized to carry on. (Proprietors of