192 P. 263 | Nev. | 1920
Lead Opinion
By the Court,
This is a hearing upon a show-cause order issued out of this court, directed to the secretary of state, commanding him to show cause, if any he had, why the writ of mandamus should not issue to compel him to file in
We are of the opinion that the secretary of state, in refusing to file the amended certificate, exceeded his authority and jurisdiction. The duties of secretary of state, with respect to filing certificates of incorporation and papers relative to corporations, are ministerial. His duties are pointed out and prescribed by statute. If certificates of incorporation and papers relative thereto substantially comply with the statute, he has no discretion, but may be compelled by mandamus to file them. The discretion to be exercised by the secretary of state does not extend to the merits of an application for incorporation, although it may be exercised as to matters of form. Generally, such officer has no discretionary power to look beyond the face of the incorporation papers, and to determine from matters outside of such papers whether or not to 'file the papers. He cannot consider extraneous matters.
If authority for these propositions be desired, it may be found by reference to the provisions of'the statute relative to filing certificates of incorporation, and to the authorities cited in notes to section 212, vol. 1, Fletcher, Cyclopedia Corps. It is not denied that the amended certificate purports upon its face to come within the provision of section 40 of the general corporation act (Rev. Laws, 1142), and that the relator has complied literally therewith, and that it is such a paper as must be filed in the office of the respondent.
As the matter now comes before us, we cannot do otherwise than order the writ to issue, compelling the respondent to file the document as presented, with the
Rehearing
On Petition for Rehearing
Rehearing denied.
