288 N.W. 788 | Minn. | 1939
Lead Opinion
Defendant is a social and charitable corporation organized under 2 Mason Minn. St. 1927, §§ 7892-7900. Its articles of incorporation provide:
"The general purpose of this corporation shall be to maintain the honor and dignity of the profession of the law, to cultivate social intercourse among its members, and to increase the usefulness of the profession in promoting the due administration of justice. The plan of operation shall be to hold frequent meetings of its members and to conduct such other activities as may be provided for in the By-Laws."
Before each primary election a "primary ballot" is taken to ascertain the preference for candidates to be voted on in the election. When a vacancy in judicial office occurs an "advisory ballot" is taken for the purpose of advising the governor of the preference for appointment. The plebescite is conducted by mailing to each member of the bar a ballot containing the names of all the candidates for the judicial office involved with envelopes for enclosing marked ballots and mailing the envelopes with enclosed ballots to the committee for tabulation of the votes cast. The entire expense of preparing, printing, and mailing the ballots and envelopes to the bar is paid out of defendant's funds, and *293 the work incident to the plebescite is done by its officers and committees.
Defendant's by-laws declare that the plebescite is for the purpose of determining for the bar and the general public the opinion of the bar of Hennepin county as to the relative merits of candidates for judicial office. The by-laws, a copy of which is furnished to every participant in the plebescite, provide that in voting only fitness of the candidates for the judicial office is to be considered and that the party affiliation of any candidate or supposed preference of the governor for any particular person, party, or class shall be disregarded.
After the result of the plebescite has been ascertained it is announced to the public. The daily and some other newspapers in Hennepin county contain articles giving publicity to such fact. Where appointment is to be made, the result is communicated to the governor with a request that he appoint one of the five candidates who received the highest vote in the plebescite. No expense is involved in giving such publicity or communication with the governor.
Plaintiff contends that the holding of a plebescite isultra vires the corporation in the sense of not being comprehended in and as being in excess of its corporate powers and unlawful as being a payment and contribution for political purposes in violation of the corrupt practices act, 1 Mason Minn. St. 1927, § 563.2 The *294 claim of ultra vires has been abandoned. Defendant maintains that the corrupt practices act applies only to corporations organized for pecuniary profit and hence has no application to it, since it is not organized for such purposes; and that, assuming application of the act, the conduct of the plebescites in the manner alleged does not constitute either a payment or contribution within the meaning of the statute. The amicuscuriae urges in support of the proposition that the corrupt practices act does not apply to defendant that the judicial department of the government is independent of and exempt from legislative control and hence defendant is exempt from the act as a part of that department.
The court below sustained all the contentions of defendant and the amicus curiae and construed defendant's powers in accordance with those views.
1. The contention that the corrupt practices act does not apply to defendant rests upon the proposition that the statute applies only to a corporation organized for pecuniary profit doing business in the state, and that defendant is not doing business at all, much less that it so organized. The statute does not define the term "doing business." Hence the meaning of the term is to be taken as generally understood in the light of other legislation and the purpose of the statute.
Ordinarily, doing business means the exercise of the functions for which a corporation was created, whether such function be for profit or not. State ex rel. Griffith v. Knights of Ku Klux Klan,
Defendant's activities are to be considered as doing business under the statute under which it was incorporated. Subsection 4 of § 7893 requires the election of officers "to conduct the transactions of the society" and an annual meeting for such election "and the transaction of other business." Transacting business is the same as doing business. *295
Other statutes in pari materia seem to indicate quite persuasively that the language was used in the sense indicated. 1 Mason Minn. St. 1927, § 601 (originally L. 1905, c. 291, § 1) prohibits corporations organized for pecuniary profit from contributing for political purposes. Section 563 (originally Ex. Sess. L. 1912, c. 3, § 26) prohibits all corporations from so contributing. The enlargement of the language indicates an intention to enlarge the scope of the statutory prohibition so as to make it unlawful for all corporations to make campaign contributions, whether organized for pecuniary profit or not, and not to limit the prohibition only to those organizations for pecuniary profit. That corporations not organized for profit are to be deemed to be doing business is apparent from statutory provisions requiring them to state their place of business in their articles of incorporation, as for example those organized for charity, § 7901; the Y. M. C. A., § 8003; Chamber of Commerce, § 7906; and home for the aged, §§ 7923, 7924. The statute under which defendant is organized contains no such requirement, but provides that it shall state its plan of operation and location. The difference is not material, since the act itself speaks of defendant's activities as transacting business, which is the equivalent of doing business.
Where the intention has been to limit an act to corporations organized for profit, it has been so provided in express terms, as in the original law prohibiting campaign contributions by such corporations (§ 601, supra) and the statutes regulating the admission of foreign corporations to do business in the state which apply only to those organized for profit. 2 Mason Minn. St. 1927, §§ 7493 to 7495, now superseded by 3 Mason Minn. St. 1938 Supp. §§ 7495-1 to 7495-30.
The need for regulating campaign expenditures by corporations not organized for pecuniary profit is as great as that of other corporations. The purpose of the corrupt practices law is to prevent fraud and to insure the purity of elections by limiting the amounts of campaign expenses, prohibiting corporate campaign contributions, requiring publicity of all campaign contributions, and regulating *296
practices incident to political campaigns. That nonprofit corporations and associations may raise funds for expenditure on behalf of candidates and measures to be voted on at an election as effectively as those organized for pecuniary profit is apparent from the decisions. In re Vannier v. Anti-Saloon League,
2. Defendant is not a part of the judicial department of the government and is not exempt from legislative action. The argument in support of the affirmative is that defendant's membership is composed of attorneys, who are officers of the court, and that attorneys are not subject to legislative control in respect to activity in behalf of or against candidates for judicial office.
The defendant's corporate existence is entirely distinct from its membership. In re Vannier v. Anti-Saloon League,
The state constitution by making the judicial office elective has made the elective process subject to legislative control. Jordan v. Bailey,
3. Payment of the expense of conducting the bar poll does not constitute a payment or contribution by defendant within the meaning of the corrupt practices act. This statute is aimed at the evils of excessive expenditures for campaign purposes by political parties, organizations, committees, individuals, and the candidates themselves and seeks to prevent such evils by prohibiting the acquisition of campaign funds or "war chests" to be so expended. The words "pay" and "contribute" imply, as they sometimes do in other connections, the transfer, giving, and delivery of money, property, or services. See Clarke's Appeal from Probate,
The expense of the bar plebescite and the furnishing of the services of its officers in the management thereof are but incidental to the very proper exercise of defendant's powers to maintain the honor of the profession and promote the administration of justice. These powers but enable defendant to discharge duties of its members as citizens and lawyers. Although an attorney is not a public officer in the strictest sense, he comes very near it. Robinson's Case,
"He is a poor-spirited fellow who conceives that he has no duty but to his clients and sets before himself no object but personal success. To be a lawyer working for fees is not to be any the less a citizen whose unbought service is due to his community and his country with his best and constant effort. And the lawyer's *300 profession demands of him something more than the ordinary public service of citizenship. He has a duty to the law. In the cause of peace and order and human rights against all injustice and wrong, he is the advocate of all men, present and to come. If he fail in loyalty to this cause; if he have not the earnestness and sincerity which come from a strong desire to maintain the reign of law; his voice will ring false in the courts and will fail to carry conviction to judicial minds."
Unlike the New York statute, ours does not require corporations to file statements of moneys expended for political purposes. Where a corporation is used as the device to evade the statute the courts will look through the corporate form to the real nature of the transaction. In re Vannier v. Anti-Saloon League,
4. It is contended that, if the corrupt practices act were construed so as to prohibit the taking of the plebescite and the publication thereof, it would deny to defendant the liberty of the press. The only publication involved is public announcement of the result of the plebescite. That, it is admitted, involves no expenditure of money. No provision of the corrupt practices act prohibits such a publication. We fail to see how the point is involved here.
The construction of defendant's articles of incorporation and by-laws below is modified to conform to the views herein expressed.
Modified and as modified affirmed.
Concurrence Opinion
Inasmuch as our disposition of the third proposition discussed by Mr. Justice Peterson is decisive of the case, I see no occasion for expressing any opinion on the other points. This is not to be taken as a suggestion that as to them there is anything of error or inaccuracy in the opinion. *301