This is the second appeal in a quo warranto suit, brought in the name of the State on the relation of individual citizens, for the immediate dissolution of defendant, Iowa Co-Operative Association, operating under the trade name of “Diamond Laboratories”, on the ground that its organization and operations under chapter 499, Code of Iowa, 1950, 1954, were invalid. See State ex rel. Cairy v. Iowa Co-Op. Assn.,
Relators concede that, unless we determine that Code section 499.53 is invalid under the Constitution of Iowa or of the United States, they cannot maintain this suit.
Code section 499.53 provides: “The right of an association to exist or continue under this chapter may be inquired into by the attorney general, but not otherwise. If from its annual report or otherwise, the secretary of state is informed that it is not functioning as a co-operative, he shall so notify the attorney general, who, if he finds' reasonable cause so to believе, shall bring action to oust it and wind up its affairs.”
As in the prior ease relators allege they are citizens and are “graduate licensed veterinarians and are associated with business enterprises which sell serums, virus, vaccines, biologicals, pharmaceuticals and other drugs and supplies to licensed veterinarians and confine their sales of such products to members of the veterinary medical profession”,' which are in direct competition with defendant, and that the Attorney General of Iowa and the county attorney had been requested to bring such suit, but neither had dоne so. The district court by ex parte order had granted an application by relators for leave to institute the suit, conditioned upon the filing of an approved bond for costs, which was done.
Following our procedendo of January 11, 19157, to the district court, defendant entered its appearance and moved the court to dismiss plaintiff’s petition for, among other reasons, “The relators have no- right to bring this suit”, it being the exclusive obligation of the attorney general to bring before the court any proper action nr inquiry into its right to exist or continue as an association under chapter 499 of the Code.
*842 The trial court overruled all defendant’s motions. Permission to appeal from the interlocutory ruling was granted defendant, and it appealed.
Appellant argues (1) that unless section 499.53 is shown to be unconstitutional relators cannot maintain this action and (2) that unless relators disclose involved personal rights or interests they cannot question the constitutionality of the section. These, then, are the vital issues.
Relators contend that section 499.53 violates (1) the provisions of section 6, Article I, Constitution of Iowa, in that its provisions do “nоt have uniform operation”; (2) section 9 of Article I, Constitution of Iowa, in that the extension of immunity from judicial inquiry violates the rights of other persons and corporations to whom such immunity has not been extended; (3) section 12, Article VIII, Constitution of Iowa, in that it grants an exclusive privilege to> a corporation operated for pecuniary profit not available to other corporations; and (4) that it violates the due process clause of section 1 of the Fourteenth Amendment to the Constitution of the United States in that it abridges the privileges or immunities of citizens of the United States and denies to' persons within the jurisdiction of the State of Iowa the equal protection of the laws of the State.
Rule 300, R. C. P., provides: “(a) The county attorney of the county where the action lies may bring it in his discretion, and must do so when directed by the governor, general assembly or the supreme or district court, unless he may be a defendant, in which event the attorney general may, and shall when so directed, bring the action, (b) If on demand of any citizen of the state, the county attorney fails to bring the action, the attorney general may do so, or such citizen may apply to the court where the action lies for leave to bring it. On leave so granted, and after filing bond for costs in an amount fixed by the court, with sureties approved by the clerk, the citizen may bring the action and prosecute it to completion.”
It is relators’ contention that under rules 299 to’ 305, R. C. P., individuals have been extended the right to bring in the name of the State quo warranto suits challenging the corporate existence or operation of alleged corporations, and to chai *843 lenge a corporation exercising powers not conferred by law, but-that by section 499.53 they are restricted from so challenging co-operatives under chapter 499, and that such restriction is arbitrary, unjust and unlawful. They contend section 499.53 should be struck down as unconstitutional and that they should be permitted to maintain this suit in behalf of the State under the general quo- warranto provisions. R. C. P. 300. We do- not agree.
I. It is, of course, relators’ burden to negative every conceivable basis which may support this statute. All presumptions are in favor of the constitutionality of the statute and it will not be held invalid unless it is clear, plain and palpable that such a decision is required. Dickinson v. Porter,
The General Assembly has power to enact any kind of legislation affecting the creation and operation of corporations, co-operatives and associations as it sees fit, including how and by whom -the corporate existence- and operation may be- challenged, provided it is not clearly -and plainly prohibited by some provision of the -State or Federal Constitution. Carlton v. Grimes,
It is not our province to- pass upon the policy, wisdom, advisability or justice of a statute. We have often said the remedy for unwise or oppressive legislation within constitutional bounds is not to be found in the courts, but -by appeal to the legislators.
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Therefore, relators must satisfy us beyond a reasonable doubt that section 499.53 of the Code violates the constitutional provisions invoked and to point out clеarly the manner or respect in which it claims they are violated. Dickinson v. Porter, supra; Quong Wing v. Kirkendall,
II. In discussing the issue, we note that three subissues are suggested by the -briefs: (1) Is a public issue involved? (2) Is any party denied reasonable access to the courts to question the operation of defendant, co-operative, (3) Is the provision that, in case of co-operatives organized under chаpter 499, only the attorney general may bring the suit such an unreasonable, arbitrary or unjust discrimination -that it is unconstitutional, or is the extension of such co-operative protection against danger -of unjust -and harassing litigation to be held an illegal privilege -or immunity ? Assuming that the answer to the first is in the affirmative, the other two are negative.
The discrimination, if such it is, is in the designation by the legislature of
who
may bring a suit on behalf of the State to question the organization and operation of various corporations, co-operatives and associations operating under charters issuеd by the State. Clearly, unless extended to others by statute, the right -and duty are exclusively that of the attorney general, the State’s legal officer. State ex rel. Hutt v. Anthes Force Oiler Co.,
III. Quo warranto, or an action in the nature- of quo warranto-, is a special proceeding and strictly statutory in character. It is available only where -the act complained of is of a public interest and may not be invoked for the redress of a private right or grievance. State ex rel. Robbins v. Shellsburg Grain & Lbr. Co.,
However, were it not for the provisions of section 499.53 the relators contend they would be entitled to maintain this suit in quo warranto under rules 299 to 305, R. C. P. On the other hand, were it not for rules 299 to 305, R. C. P., no right to maintain a quo warranto suit would be available to the individual even in the public interest. Thus the question of whether, by providing general rules permitting an individual under certain circumstances to bring such a suit, the legislature cannot restrict its use in other similar circumstances.
IV. From the allegations of plaintiff’s petition defendant contends there is considerable doubt that the suit is bеing brought in the public interest. Rather they say it would seem it is brought by individuals who feel the operation and maintenance of defendant, co-operative, is unfair competition to corporations and businesses in which these parties are interested. If this were so, there would be serious doubts as to the right of relators to maintain this suit or to question the constitutionality of section 499.53. Just being a member of the general public is not enough. State ex rel. Robbins v. Shellsburg Grain & Lbr. Co., supra. In State ex rel. Maley v. Civic Action Committee, supra,
As a basis for their claim to maintain quo warranto under the Rules of Civil Procedure and chapter 660, relators point out that as private citizens they may do so to vindicate a public right. The loss of substantial income and other taxes is the basis of this public interest as opposed to private interest. State ex rd. Maley v. Civic Aсtion Committee, supra, and citations. If this be accepted as sufficient right to maintain this suit in the public interest, there is also thé need to disclose how and in what manner the relators’ individual rights are affected by the chai
*846
lenged statute. New Orleans Water Works Co. v. Rivers, supra,
However, if it were conceded a public interest is involved and that relators may rightfully raise the constitutional question, our conclusion that section 499.53 is nоt unconstitutional makes the resolving of these questions of no import here. Thus we pass these academic questions for the time being.
Y. We come now to the basic question involved. If there is any rational basis for applying different benefits and immunities to co-operatives under chapter 499, the legislative discretion in extending the same is not to be lightly set aside. A classification is not arbitrary which rests upon some reason of public policy. Dickinson v. Porter, supra, and citations at page 408 of 240 Iowa. The legislature has the broadest discretion as to what is a public рurpose, and courts are quite reluctant to hold reasonable privileges and immunities extended to designated groups in the agricultural field not a public purpose. It may well be that such co-operatives, with the tax exemptions and other special privileges, were thought to be more subject to harassment and challenge than other types of corporations, and that it was in the public interest not to extend such a right to challenge in the courts beyond the State’s own legal officer, the attorney general. It is a reasonable premise. It does sеem a shallow argument to us to contend that such an officer, because of political or personal interest, would arbitrarily refuse to perform his duty. Arbitrary discretion clearly would not be permitted nor is it contemplated.
YI. The placing of this duty to protect the public interest in the logical legal officer of the State in chapter 499, and not extending it to others under the Rules of Civil Procedure, is not necessarily a special privilege or immunity to co-operatives, nor does it deny anyone reasonable and proper access to the cоurts for redress of just grievances in behalf of the public. We think there is uniform access by everyone to judicial review when probable cause is disclosed. Under the Rules of Civil Procedure and chapter 660 of the Code, the court may grant permission to individuals, under certain conditions, to maintain the suit on *847 behalf of the State, and, under section 499.53, individuals may invoke the duty of the attorney general to maintain the suit when reasonable cause appears. Unless the legislature in its wisdom desires to extend the same identical procedure in all instances, it is unnecessary to do sо, and especially where there are cogent reasons to do otherwise.
We note there are several other chapters of the Code and other statutes placing similar duties on the attorney g-eneral alone, such as the statutes relating to charitable trusts and section 534.101 relating to building and loan associations. We have never considered them discriminatory. Perhaps there the cogent reason is that private parties have no direct interest in the question of any alleged discrimination and therefore cannot urge the unconstitutionality of the statutes. Iowa Life Ins. Co. v. Board of Supervisors,
Nevertheless the relators herein 'are not left without effective relief. If, as they allege, the trial court found that proof of the facts alleged in their petition involves a public interest and justifies a suit to dissolve the defendant, co-operative, such proof submitted to the attorney general should be “reasonable cause” and call for his action in sirbmitting 'the matter to the courts in the public interest. Access to the courts is, therefore, not obstructed or denied to them.
VII. We hesitate to unduly lengthen this opinion to review the many cases cited us by able counsel on each side, for none is directly in point. They 'announce well-established rules, but the applications are not too helpful with the problem presented. True, we did consider a similar question in the case of State ex rel. Hutt v. Anthes Force Oiler Co., supra,
“We are satisfied that our holding that the suit must be instituted by the attorney general follows the rule of prior cases and expresses the intent of the general assembly in requiring a matter of such great importance to the corporate existence of *848 any corporation and of such, public interest to be brought by the state itself through its attorney general, and not at the insistence of any private relator who may feel aggrieved at some action of the corporation so that he may, for any reason, attempt to work a dissolution.”
Also see O’Connor v. Home Savings & Loan Assn.,
One of the principal questions resolved in the ease of State ex rel. Winterfield v. Hardin County Rural Elec. Coop., supra,
It is true the constitutionality of section 499.53 was not challenged in these cases, but there appear therein rather complete discussions of the powers of a legislature to provide for the creation, maintenance, operation, and dissolution of co-operatives of the nature here involved, which we do not care to repeat herein. The following helpful rule announced in State v. Gibson,
An entity created by authority of the legislature in the public interest should, in logic, be questioned only by authority of that body, and if the public interest is not thereby hindered or excluded, its designation of the party who may bring the suit,as well as its procedure, is peculiarly within that authority. As a
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genеral rule, any reasonable distinction is acceptable when that authority is extended to challenge some entities and not others. The logical conclusion is that the legislature simply did not intend to extend the rights found in the Rules of Civil Procedure 299 to 305 to co-operatives, building and loan associations, charitable trusts, etc., but retained the right to challenge them by the State’s own legal officer. We think relators have failed to overcome their burden fo show the distinction was clearly, plainly and palpably arbitrary and unjust. McGuire v. Chicago, B. & Q. R. Co., supra,
There is perhaps one mоre ease cited by defendant which we should mention. In Union Savings
&
Investment Co. v. District Court of Salt Lake County,
As to the constitutional question (pages 407, 408 of 44 Utah, page 225 of 140 P.) it said: “But it is contended thаt under article 1, section 11, of our Constitution the courts must always be open to all alike. It is now too well settled to require elucidation that state Constitutions are not intended as grants but merely as limitations of powers. What is said, therefore, in the section just referred to about courts having to be open to all is merely a reiteration of the pre-existing common-law right with *850 a limitation preventing the legislature from in any way impairing or curtailing that right. It was not intended, by adopting that and similar sections usually found in Constitutions, to change the law with respect to certain rights which are vested in the State, which alone can exercise sovereign powers. For instance, an individual may not sustain an action and assail the right of a corporation, which is a creature of the state, to continue its business, although such corporation may transcend its corporate powers or rights. Such matters are still left in the hands of the sovereign state to be dealt with as may seem best to it, and the state may not be interfered with by any dissatisfied stockholder except to arrest or prevent a wrong done or contemplated by the corporation in the courts.”
The rule as stated therein (page 408 of 44 Utah, page 225 of 140 P.) is, “The right to dissolve a corporation and wind up its affairs for any cause against its consent belongs to the sovereign state alone, and in the absence of an express statute to that effect the courts have no power to bring about that result at the instance of an individual suitor.”
The court had this to say as to an alleged delinquent attorney general (page 409 of 44 Utah, page 226 of 140 P.) : “Nor is the contention sound that the shareholder may suffer irreparable injury because the Attorney General, or some оther state officer, may refuse to act, or may act tardily. We must presume that every officer will do his duty. Moreover, where the duty is clear and the right is equally so, the courts can, without any delay whatever, require 'any officer to act.”
The court further expressed the opinion that the only purpose of the statute in question, which is not unlike our section 499.53, is to prevent hasty and ill-considered action in the courts by a party without giving the association any opportunity whatever to correct any wrongs, etc., and where the purpose as here is to end the very existеnce of the co-operative, the action should be commenced by the attorney general as the State’s own legal officer.
Clearly, plaintiffs herein want nothing less than dissolution of defendant, co-operative, and believe it should never have been given legal existence. Perhaps such complaint could be made against all co-operatives under chapter 499 with as much merit. *851 Indeed it may be evident that eo-operatives under chapter 499 are not popular as competitors, and for that very good reason the State has not permitted other than its own legal officer, the attorney general, to challenge them in the courts. Such a decision cannot be labeled -by us as unjust, unfair or unwise. We also find it hard to believe that the State, unlike an individual, may not select its advocate before the court as it chooses, and when it does so without unjust or unreasonable • discrimination anyone can complain.
We have carefully examined the cases cited by relators with reference to legislative classification, which were found to be unreasonable, arbitrary and void. In Power Mfg. Co. v. Saunders,
In Frost v. Corporation Commission of Oklahoma, 278 U. S 515, 522,
•The ground of the decision in the Frost ease was narrow indeed, for the majority of the court said (page 523 of 278 U. S.): “As applied to corporations organized under the 1917 Act, we have no reason to doubt that the classification created by the .proviso might properly be upheld”, citing American Sugar Refining Co. v. Louisiana,
The different manners of obtaining judicial review provided by the legislature otherwise not available are not of the type usually held to be arbitrary or discriminatory. Wiegand v. Barnes Foundation,
*853
In Collins v. State Board of Social Welfare,
YIII. Our conclusions are, therefore, that section 499.53 is not unconstitutional, for the following reasons: (1) It has uniform operation on all persons. (2) There is no immunity from judicial inquiry. (3) The restriction 'as to who may -institute the action for dissolution does not amount to an exclusive privilege, but is a reasonable designation within the legislative discretion to prevent harassment of a preferred type of entity, which, due to privileges and exemptions legally granted co-operatives, is mоre vulnerable to- challenge under the guise of protection of the public interest. (4) It does not deny equal protection of the laws of the State, for all entities created by the State are subject to judicial review. All are subject to challenge in the courts by duly designated persons representing only the public interest.
Since we hold the suit must have been instituted and prosecuted by -the attorney general and that this is not an. unconstitutional requirement, it becomes unnecessary to rule upon the other questions raised by the parties in this appeal. Defendant’s motion to dismiss should have -been sustained. — Reversed.