Freeo Valley Railroad v. Hodges

151 S.W. 281, 105 Ark. 314, 1912 Ark. LEXIS 448

• Court: Supreme Court of Arkansas
• Decided: November 18, 1912
• Status: Published

Opinion

Hart, J.

Appellant, Freeo Valley Railroad Company, is a railroad corporation organized under the laws of the State of Arkansas, and, as such, presented, to the Secretary of State a certified copy of a resolution adopted by its stockholders for the purpose of surrendering its charter, claiming that it had a right to do so under section 957, Kirby’s Digest. The Secretary of State declined to file the resolution. Appellant then filed a petition in the Pulaski Circuit Court asking for a writ of mandamus against the Secretary of State to compel him to do so. To this petition the appellee filed a demurrer, which was sustained by the circuit court. The case is here on appeal.

The only issue raised by the appeal is, can. appellant surrender its charter by complying with section 957, Kirby’s Digest? It is as follows: “Any corporation may surrender its charter by resolution adopted by the majority in value of the holders of the stock thereof and a certified copy of such resolution filed in the office of the Secretary of State, and a copy thereof filed in the office of the county clerk of the county in which such corporation is organized shall have effect to extinguish such corporation.”

It is contended that the words “any corporation,” as used in the act, include railroad corporations. In the absence of a statute on the subject, the decided weight of authority is that strictly private corporations may surrender their charters and dissolve themselves except so far as creditors have a right to object. On the other hand, railroad corporations are invested with certain powers not enjoyed by strictly private corporations, and they also are required to perform certain duties to the public which the latter do not owe. Elliott on Railroads, § 608.

It will be presumed that the Legislature had knowledge of the state of the law as it existed at the time the act in question was passed. The section of the act under consideration is a part of an act of the Legislature in regard to the dissolution of corporations. The act was passed April 12, 1893. At that time there was no board of railroad incorporation. Railroad corporations could be organized by the persons desiring to form such corporations complying with the requisites of the, statute and filing their articles of association with the Secretary of State. Manufacturing and other business corporations were required to file their articles of association and certificate with the county clerk of the county in which the corporation was to have its principal place of business, and then to file said articles and certificate bearing the indorsement of the county clerk in the office of the Secretary of State. The act provides that said certificate shall be recorded by the county clerk and Secretary of State in books kept by them for that purpose. Kirby’s Digest, § 845. The section of the act under consideration provides that any corporation may surrender its charter by filing a certified copy of the resolution with the Secretary of State and a copy thereof with the county clerk of the county in which such corporation is organized.

“Such” is defined by Webster as “having the particular quality or character specified; certain; representing the object as already particularized in terms which are not mentioned.” That is to say, it is used in the sense of previously mentioned or specified. It is evident then that the word “such” has reference solely to any corporation which was authorized and directed to file its articles of association with the county clerk by the act under which it was incorporated. As we have seen, manufacturing and business corporations alone are required to file their articles of association and certificate with the Secretary of State and also with the clerk of the county court of the county in which they are organized. Therefore, the phrase “in which such corporation is organized” limits the words “any corporation” to corporations which are required to file a copy of their articles and certificate with the clerk of the county in which the incorporation is to have its principal place of business, and such corporations, being corporations formed for manufacturing and other business purposes, alone have the right to surrender their charters without the consent of the State, and the act in question was for the purpose of providing a method by which voluntary dissolution should be made.

The judgment will be affirmed.