58 Minn. 330 | Minn. | 1894
This is a proceeding by information in the nature of quo warranto, filed by the Attorney General, to annul the respondent’s corporate existence, and to have its rights, powers, privileges, and franchises adjudged and declared forfeited. Many of the acts referred to in the information, and concerning which testimony was taken, affect stockholders only, and with these we are not now concerned. The sole object of these proceedings is to protect public interests; and, to warrant a forfeiture of respondent’s corporate franchises for misuser, it must have been such as to threaten or to work a substantial injury to the public.
It is shown by the evidence that, although incorporated under the laws of this state, the respondent’s business has been that of manufacturing lumber and making boxes at Brasington, Wis. It bought its supplies and shipped its products there. All business correspondence was had, all collections made, and all bills paid at that point. Prior to the month of March, 1891, an office, in which more or less business was transacted, had been maintained at Eed Wing, in this state; but about that time, acting under a motion made and carried at a directors’ meeting, the general manager removed that office, with all of its furniture, books, papers, stationery, and other articles, to Brasington. The removal was so complete that, for the purpose of holding a stockholders’ meeting in June, office room had to be hired. A box in the postoffice was then rented, but no mail, except a few circulars, has been received at Eed Wing, and none deposited. Since December, 1891, respondent claims to have had an office at that place, and to have had a secretary and treasurer there. But of that hereafter. It is claimed that no stockholders’ meetings have been held since 1891, but, as we regard the case, this is of no consequence.
The person said to have been the secretary and treasurer since December, 1891, is an attorney at law residing and practicing at Eed Wing. He has had nothing to do with the business management of the corporation; has kept no account or other books, except one in which is a record of a few business meetings. He has handled none of the respondent’s money, and none has been kept in this state, save a small balance, of $23, which has been in one of the Eed Wing banks. Of respondent’s property, nothing has been in his possession or in its so-
By 1878 G-. S. ch. 34, § 126, it is provided that the secretary and treasurer of every corporation organized under the laws of this state shall reside, have their place of business, and keep the books of the corporation, within its borders; and it has been held that, independently of a statute, it is incumbent upon a private corporation to keep its principal place of business, its books and records, and its principal offices, in the state in which it is incorporated, to an extent necessary to the fullest jurisdiction and visitorial power of the state and its courts, and the efficient exercise thereof in all proper cases, and that a forfeiture may be adjudged for a violation of this common-law obligation. State ex rel v. Milwaukee, L. S. & W. Ry. Co., 45 Wis. 579.
The necessity of a substantial compliance with the provisions of section 126 is evident, and a deliberately planned attempt to evad'e the obligation cannot be overlooked or tolerated. After our statement of the undisputed facts of this case, words need not be wasted in demonstrating that for the past three years the stockholders and officers of respondent corporation have been engaged in evading and violating that part of the statute under which the corporation was organized, which requires that the place of business shall' be, and the books kept, within this state. This is an abuse and misuser of its corporate rights, powers, privileges, and franchises which justify and demand a forfeiture thereof.
(Opinipn published 59 N. W. 1048.)
