Opinion of the Court-Sanders, J.

nonresident wife, Elizabeth Rhoden, in the district court of Washoe County, and charging the accused with thereafter having suborned or procured said Rhoden to commit perjury in the trial of the case. True, the evidence of Rhoden supports the charges, but it is in direct conflict with that of the accused, and is impaired by reason of the fact that Rhoden is a convicted felon, upon his plea of guilty to a charge of perjury in the district court of Washoe County, growing out of his divorce action.

3. The other accusations presented, when analyzed, seem to consist of three charges of misconduct in office on the part of Scoular as an attorney, but so stated as really to amount to but one accusation, namely, that said Robert Scoular, on the 18th day of November, 1919, holding a commission as notary public, and as attorney for plaintiff in the divorce action entitled George W. Davis v. Ethel M. Davis, presented to the judge presiding in department No. 1 of the district court of Washoe County a duly verified complaint, and together therewith an affidavit of plaintiff, with the filing marks thereon, and requested the judge, upon due consideration of the matters stated therein, to make an order in the cause for summons by publication, and that in the course of the proceeding the accused stated to the presiding judge, in answer to a query propounded by the judge as to when the papers had been actually subscribed by the plaintiff and affiant, that the papers had been signed on the day previous, to wit, November 17, 1919, when in fact and in truth Scoular then and there well knew that the papers had been signed on the 11th day of November, 1919, and that on the 17th day of November, 1919, his client, the affiant, was then and there without the State of Nevada. It is charged that the statement was made for the purpose of deceiving the judge into making the said order.

Conceding for the purpose of this proceeding that the date inserted in the jurat was immaterial to the validity of the verification, or that the time when the papers

Opinion of the Court-Sanders, J.

were actually signed was unimportant if the affidavit was otherwise sufficient, and that no injury could have resulted from inserting the wrong date in the jurat to either paper, nevertheless the fact remains that the misrepresentation as to when the papers were actually signed was deliberately intended by Scoular to produce a false impression upon the court or judge, and thereby obtain the order for publication of summons. Such action on the part of an attorney is misconduct in office, which cannot be tolerated, countenanced, or passed unnoticed.

However, we are of the opinion that the offense, under the particular and attending circumstances, is not of such gravity as to warrant us in depriving the accused permanently of his right to practice his profession. We, therefore, in the exercise of the authority vested in us by the statute, order that Robert Scoular, the accused, be, and he is hereby, deprived of his right to practice law in the courts of this state for a period of six months from the date hereof.

The present proceeding and the judgment of conviction will have served a useful purpose if they shall, in some measure at least, tend to uphold the integrity and dignity of our courts.

Argument for Petitioner

[No. 2452]

THE STATE OF NEVADA, EX REL. SECURITY SAVINGS AND LOAN ASSOCIATION (A CORPORATION), PETITIONER, v. GEORGE BRODIGAN, AS SECRETARY OF STATE OF THE STATE OF NEVADA, RESPONDENT.

[192 Pac. 263]

1. MANDAMUS-SECRETARY OF STATE HAS NO DISCRETION TO REFUSE TO FILE PAPERS REGULAR IN FORM.

The filing of incorporation papers by the secretary of state is a mere ministerial act, and he can be compelled by mandamus to file papers amending articles of incorporation, which are regular in form, but which he refused to file because he considered the amendment was an ultra vires act.

ORIGINAL PROCEEDING. Application for a writ of mandamus by the State of Nevada, on the relation of the Security Savings and Loan Association, against George Brodigan, as Secretary of State of the State of Nevada. Writ issued. Petition for rehearing denied.

Augustus Tilden, for Petitioner:

Two questions are presented for determination in this proceeding: Is the power of amendment conferred in general terms upon all corporations, applicable to petitioner? If so, is the bank examiner's power to approve or disapprove original articles of incorporation. extended, by implication, over relator's proposed amendments? The first proposition is sustained by the plain provisions of the general corporation act and the building and loan act. Stats. 1915, p. 341. As to the second proposition, the building and loan act, while admittedly subjecting the form of articles of a proposed building and loan corporation to the veto of the bank examiner, is entirely silent as to the exercise of any such power over articles that have ripened into a charter. Only the state, acting by the legislature or the courts, can take back a corporate charter. "Neither the bank examiner nor the banking board has authority to create, destroy, or transmute corporate existence. A banking corporation can be formed only by the incorporators

Argument for Respondent

pursuing the statutes and obtaining a charter from the secretary of state. Its corporate life can be terminated only in the manner provided by law." First Bank v. Lee, 166 Pac. 186. Termination of a part of its corporate life can be effected only in the same way. 2 Cook, Corp. 5th ed. sec. 501, p. 1036; Lord v. Eq. L. A. Co., 194 N. Y. 212, 87 N. E. 443, 22 L. R. A. 420.

L. B. Fowler, Attorney-General, and Robert Richards, Deputy Attorney-General, for Respondent:

The writ should not issue. If the petitioner should be allowed to file its amended articles, a practical destruction of the intent and purpose of the building and loan act would result. The act provides that "the secretary of state shall not issue a certificate of incorporation to any such association, authorizing it to do business in this state, until the articles of association or agreement shall have been approved by the state bank examiner," under whom it places such associations. Petitioner has become known to the state as a security savings and loan association and as a building and loan association. In so doing it has carried with it the advantages of a law which has given it the special credit and confidence of the people by virtue of the supervision of its affairs by the state bank examiner. It desires now to continue to use the name under which it has operated for several years, but to completely oust the state bank examiner of any jurisdiction over its future operations. Such a course would be destructive of the very purpose of an act reserving to the state special control of a certain kind of corporations. "It may be said in a general way that the police power extends to all the great public needs." Camfield v. United States, 167 U. S. 518. "It may be put forth in aid of what is sanctioned by usage, or held by the prevailing morality or strong and preponderant opinion to be greatly and immediately necessary to the public welfare. Noble State Bank v. Haskell, 219 U. S. 104. "A corporation may substitute a new charter, provided such substituted charter is

Opinion of the Court-Sanders, J.

germane and necessary to the objects and purposes for which the company was organized." 14 C. J. 194; Sprigg v. Tel. Co., 46 Md. 67.

*

Petitioner's amended or substituted charter is not germane to the original articles; it is absolutely foreign. "The shareholders on their part contract with the state that they will not exceed the powers granted in the charter, and agree with each other that they will devote the assets of the corporation to the objects and purposes of the charter, and not otherwise. * * No principle is better settled in this state than that the stockholders in a corporation are granted no rights and clothed with no powers except such as are expressly set forth in the charter, or as arise therefrom by necessary implication." Savannah Ice Co. v. Canal-Louisiana B. & T. Co., 79 S. E. 45. Articles cannot be amended without the consent of all stockholders and members because of vested rights. Thompson on Building Associations, 2d ed. p. 52; Barton v. Enterprise L. & B. Co., 114 Ind. 226; Bergman v. St. Paul Assn., 29 Minn. 275. A corporation cannot be given the power to engage in every kind of business. Devey v. Clark, 24 App. Ct. D. C. 487.

For the purpose of the present proceeding, petitioner admits it is a building and loan association. Regardless of its own view, this admission is unnecessary, because the law makes it such an association. State ex rel. Standard H. Co., v. State Corporation Comm., 80 Kan. 695. The policy of the law is not to wind up a building and loan association if it may safely continue in business. Union Savings & Investment Co. v. District Court, 44 Utah, 397.

By the Court, SANDERS, J.:

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