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no special provision for the taxation of We will consider each of these questions, property of corporations engaged in navi- but, as we should not determine a statute gation. The proviso relating to the taxa- to be unconstitutional until it is shown tion of such property (the last proviso above

that such determination is necessary to a quoted) was put in the section by amend- disposition of the case we will consider ment in 1895. See act No. 229, p. 520, of them in inverse order. the Public Acts of 1895. It is obvious that, 2. If we eliminate the proviso, the conif this proviso is constitutional, relators' stitutionality of which is in question, the property was not taxable in Detroit, but statute made the property taxable "where was taxable at the place named for the its office is located in its articles of incorpolocation of its general office for business ration:

Provided, its business is The contention of respondent's counsel that actually transacted at such office; but if it this property is taxable in Detroit compels shall establish its principal office in any them to aflirm these two propositions: (1) other place than the place named in its arThat the proviso is unconstitutional; (2) ticles of incorporation, then the place where that the statute, with the proviso elimi- it transacts its principal business shall be nated, properly construed, makes their deemed its residence for all the purposes of property taxable in the city of Detroit. this act. If there be no principal office in

side of such district. Green Mountain Stock an inhabitant of the city, town, or ward whereRanching Co. v. Savage, 15 Mont. 189, 38 Pac. in is located its office of discount and deposit, 940.

and there it is taxable regardless of the resWhen a statute requires the personal estate idences of the associates. Miner v. Fredonia, of corporations to be assessed in the townships 27 N. Y. 155. or wards where their principal offices are, a The principal office or place of business of a town wherein in the past the principal office of corporation for the purpose of taxation is where à railroad company was, is indisputably the its executive officers actually transact its busiproper town to assess it for personal taxes, after ness, and not the location stated in its articles its secretary's office is set up in another part of incorporation, when the law only requires of such town, and therein are kept the com- such articles to contain its name and location, pany's safe and books, and there its annual and not its principal office or place of business. elections are held, especially when there is no And this is so notwithstanding the stockholders proof that the company has any other office. and directors held their annual elections at the State, Warren R. Co. Prosecutor, v. Person, 32 place named in the articles of incorporation, N. J. L. 134.

and such place was therein called its principal When a statute requires all property to be office. Milwaukee S. S. Co. v. Milwaukee, 83 assessed in the township in which the owner, if Wis. 590, 18 L. R. A. 353, 53 N. W. 839. a natural person, resides, and, if a corporation, The situs of intangible property, it must be has its principal office, an assessment upon a admitted, is, ordinarily, at the local residence corporation in another township because part of the corporation within the state where it of its property is there located is void. State, was incorporated. Hubbard v. Brush, 61 Ohio Warren Mfg. Co., Prosecutors, v. Warford, 37 St. 252, 55 N. E. 829, Scottish Union & N. N. J. L. 397; State, Warren Mfg. Co., Pros- Ins. Co. v. Bowland, 196 U. S. 611, 49 L. ed. ecutors, v. Dalrymple, 56 N. J. L. 449, 28 619, 25 Sup. Ct. Rep. 345. Atl. 671.

The situs of a corporation determines the But under a law enacting that taxes on situs of its share stock. Young v. South Tredevisible personal estate shall be assessed in the gar Iron Co. 85 Tenn. 189, 2 S. W. 202. township, ward, or taxing district where the Intangible corporate property is taxable at property is found, the location of the corporate the corporate domicil when no statute fixes a office is not material. State, Warren Mfg. Co., different situs, notwithstanding the corporate Prosecutors, v. Dalrymple, 56 N. J. L. 449, 28 owner carries on corporate business in several Atl. 673.

places. Grundy County v. Tennessee Coal, In the state of New York domestic corpo. Iron & R. Co. 94 Tenn. 295, 29 S. W. 116. rations are taxable (except as to real estate) A domestic corporation engaged in mining, only in the town or ward where their principal refining, and marketing its output in distant office or place of transacting their financial con- states, and having in such states deposits in cerns, when they have such an office or place. bank, and debts due it for sales made therein is located: consequently, when a statute of said and upon bonds representing investments there. state provides for taxing foreign corporations in made, is none the less liable to taxation upon in the same manner as if they were domestic its credits, bills and accounts receivable, as a ones upon their investments in business, they part of its personal estate in the state of its can only be taxed in those towns or wards where origin, since, for the purpose of taxation, these they have established their principal offices or have their situs at the home office. People places for transacting their financial concerns : er rel. United Verde Copper Co. v. Feitner, 54 therefore, a tax upon the chattels, stock, and App. Div. 217, 66 N. Y. Supp. 769, Affirmed on machinery of a foreign corporation assessed opinion below in 165 N. Y. 645, 59 N. E. 1129. where these are situated in the hands of an The fact that a corporation created by one agent, when the principal office and place of state to operate a ferry between it and another business of the company is in another and dif- state maintains in the latter an office in a city ferent town or ward, is void. People es rel. thereof, where its president and other principal Bay State Shoe & Leather Co. v. McLean, 80 officers reside, and where its corporate seal N. Y. 254.

and books are kept and the ordinary business A banking association has a situs and is meetings of its directors are held, and where

this state, then at the place in this state , cide that the holding of annual meetings where such corporation or agent transacts of stockholders and directors is the princibusiness.” The court below, by a majority pal business of said corporations, we must opinion, denied the mandamus. It must be hold that that principal business was not assumed that the court found as a fact that transacted at the place named in the artirelators' business was not actually trans- cles of incorporation. It is true that we acted at the office named in their articles of held in Detroit v. Lothrop Estate Co. 11 incorporation, and was transacted at the Det. L. N. 6, 99 N. W. 9, that the principal city of Detroit. We cannot review this business was done at the office where the finding of fact, if there was evidence to sup- manager resided, and where the managers port it. We can only inquire whether there and shareholders “meet to do whatever is was such evidence. It appears that all

necessary for them to do.” This by no that was done at the office named in the ar means decides that the annual meeting of ticles of incorporation was to hold the an- stockholders constitutes the principal businual meeting of stockholders, and in the ness of the corporation. To so hold would, case of the Teagan Transportation Company in my judgment, clearly frustrate the legisalso the first annual meeting of directors lative purpose. It is said that the personal elected by the stockholders. Unless we de- 1 property of the corporation should be taxaits boats are registered under the Federał navi the unlocated personal property of a railroad gation laws, is not conclusive as to the domicil corporation among the several counties through of the corporation, and does not necessarily which the railway runs, so as to subject that give such boats a situs for the purposes of tax- property to county taxation in proper proporation. St. Louis v. Wiggins Ferry Co. 11 tions, such corporation, in Georgia, is treated Wall. 425, 20 L. ed. 192.

as residing sub modo in all the counties along

its line of road, and therefore as much in one b. Of railroads.

as in another. Columbus Southern R. Co. v. The residence of a domestic railroad com

Wright, 89 Ga. 574, 15 S. E. 293; Sparks v. pany for the purpose of taxing its rolling stock Macon, 98 Ga. 301, 25 S. E. 459. when no statute interferes is where its princi

A railroad company, said Davis, J., in People pal office is located. Sangamon & M. R. Co.

ev rel. Buffalo & S. Line R. Co. v. Fredericks, V. Morgan County, 14 III. 164, 56 Am. Dec.

48 Barb. 173, Affirmed in 48 N. Y. 70, should 497.

be considered as a resident of the several towns If the legislature has made no rule for the

through which its road extends within the apportionment and distribution of taxes upon meaning of the New York tax laws. To most railroad rolling stock, its situs for the purpose corporations a fixed locality is given by their of taxation is regarded as being at the head

charters as the place of their business operaoffice of the company. Philadelphia, W. & B.

tions. This locality they cannot change without R. Co. v. Appeal Tax Court, 50 Md. 397.

the consent of the legislature, and it becomes When a railroad line is wholly within the

the legal residence of the corporation. But boundaries of a single state, and the legisla a different rule prevails with railroads. They ture thereof has prescribed no rule of distribu

are organized for the purpose of constructing a tion and apportionment of track and rolling road between specified places, and to conduct stock, the only practical place for assessing and

their business along such road through its whole taxing it is at its principal business office and

extent. They own and occupy the entire road. station. Appeal Tax Court v. Western Mary and in every town thereof through which it land R. Co. 50 Md. 274.

passes they have and use all the characteristics The office where the financial and business

of inhabitancy that can attach to a corporation. affairs of a railroad are managed, where its

The locality of the corporation may in such transfer and account books are kept, where its

case justly be said to cover the route of which directors hold regular meetings, where its exec

the company has the constant and potential utive officers transact its business, and where occupancy and use, and to be everywhere coits machine and repair shops are located, and

extensive with the road itself. If it has a prinits rolling stock kept when not on the road, cipal office or place for transacting the financial is, for local taxing purposes, its domicil in the

concerns of the company, the statute has exabsence of any controlling statute to the con

pressly provided that that shall be the place trary. Orange & A. R. Co. v. Alexandria, 17

where its personal property or capital shall be Gratt. 176.

assessed; but without this express enactment The personal property of a street railroad

the personal property might be assessed in each corporation, when no statute directs otherwise,

town where it was owned and used. It is is assessable for taxes and has its situs for claimed that the locality of the principal office taxation in the city where its head office is determines for all purposes the legal residence situated, even when no part of the line is within of the corporation. But this does not necesthe municipal limits. Detroit v. Wayne Circuit sarily follow ; because with railroad companies Judge, 127 Mich. 604, 86 N. W. 1032.

the principal office may be changed at pleasure The terminal station of a railroad which or convenience to any point along the route. extends from one state through another and Indeed there is nothing in the law to prevent into a third is not the domicil of the company, the company from having its principal office when its head office, principal place of busi in a railroad car, and running it up and down ness, workshops, and storage depots are in other the track as the exigencies of business may re. stateg. Philadelphia, W. & B. R. Co. v. Ap- quire. The principal oílice does not, therefore, peal Tax Court, 50 Md. 397.

give locality to the corporation in the sense in For the purpose of distributing for taxation which it does to a purely local company.

ble at the place "where its office is located , exercised) superior powers of business manin its articles of incorporation:

agement, and that he there received and Provided, its business is actually transact- disbursed the funds of said corporation exed at such office." By “business” the legis- cept those disbursed for the ordinary runlature meant something more than the an- ning expenses of their boats. If the holdnual meeting of stockholders and newly ing of annual meetings of stockholders and chosen directors. If it did not, other and directors did not constitute the principal more appropriate language would surely business of the corporations (and we have have been used. We come, then, to the stated that in our judgment it did not), it question, Had the lower court the right to follows that the personal property of the infer that the relator corporations did such corporation was taxable either at the place business in the city of Detroit as to make where it established an "office for the transtheir personal property taxable there? We action of its principal business, or, if it had have shown that substantially all the busi- no principal office, then at the place in this ness of relator the Teagan Transportation state where such corporation transacts busiCompany was done in Detroit; that the ness.” It is immaterial whether we say treasurer of the other relators resided in that the place where the corporation did Detroit, had (and, it may be inferred, there l its business in Detroit was "its principal

Under a general system for taxing corporate directing thought and control of the corporeal estate in the towns where it is situated, ration is, but it is distributed wherever its and in the same manner as the real property tangible property is situated and its work is of individuals, established by statutes ante- performed. State V. Austin & N. W. R. Co. dating railroads, a railroad right of way in any (Tex. Civ. App.) 60 S. W. 886. given town through which the line runs is prop Writ of error denied upon the principal erly assessed therein as real estate as if the ground that the franchises, privileges, and imrailroad company resided in such town, regard- munities of a railroad are not separately taxless of the location of its principal office. able by the laws of Texas apart from the real People ex rel. Buffalo & S. Line R. Co. v. Barker, estate. 94 Tex. 330, 62 S. W. 1050. 48 N. Y. 70.

A domestic railroad corporation having its V. Effect of certificate of incorporation on the principal office at one of its termini, and whose

question of domicil. line runs through several counties, is not taxable solely in the county where that office is lo If the charter of a corporation designates cated upon its intangible property, for that has no place of general business of the company, its situs for taxation along the whole line of the the place where that business is done, and road. State v. Austin & N. W. R. Co. (Tex. where the personal property used in it is sitCiv. App.) 60 S. W. 886.

uated, is the situs of such property for taxation. This is because this particular, intangible Atlantic & P. R. Co. v. Lesueur, 2 Ariz. 428, property--franchise, privilege, immunity—is by 1 L. R. A. 244, 2 Inters. Com. Rep. 189, 19 the laws of Texas not separately taxable apart Pac. 157. from the real estate. Writ of Error denied, in And if the corporate charter does not fix the 94 Tex. 530, 62 S. W. 1050.

corporate domicil, and the officers and directors In State v. Austin & N. W. R. Co. (Tex. hold their meetings in several places, the domCiv. App.) 60 S. W. 886, Key, J., was unable icil for taxing purposes will be held to be where to agree with his colleagues upon the question the by-laws require the stockholders to hold of the situs for taxation of the intangible prop their meetings. Grundy County v. Tennessee erty of domestic railroad corporations, but held Coal, Iron & R. Co. 94 Tenn. 295, 29 S. W. it to be at the place where the home office of the 116. company was situated, deeming the decision of Where the statute under which it is organthe Texas supreme court in Ferris v. Kimble, ized does not require a corporation to name its 75 Tex. 476, 12 S. W. 689,—that the intangible place of business or the location of its principal personal property of a natural person is tax office in its articles of association, its residence able only where he resides, taken associated or domicil for taxing purposes is where its with the constitutional and statutory require principal place of business is situated. Austen ments that all property, unless otherwise re v. Hudson River Teleph. Co. 73 Hun, 96, 25 quired, should be listed and assessed for tax N. Y. Supp. 916. ation in the county and municipality where it And when such statute does not require such is situated, --conclusive, as there is a sufficient a naming the words of the statute, or their analogy between the principal office and legal obvious equivalents, in respect of the corporate domicil of a corporation and the residence of domicil, must be used in the articles of incorpo. a natural person to render one the equivalent of ration to have the effect of determining by their the other, and they are generally so regarded. own force, against the real facts, the place

A writ of error was, however, denied by the where a corporation is to be assessed upon its Texas supreme court in 94 Tex. 530, 62 S. W. property. Milwaukee S. S. Co. v. Milwaukee, 1050, but this was done by holding the intan 83 Wis. 590, 18 L. R. A. 353, 53 N. W. 839. gible property in question-franchises, privi A business corporation which is not required leges, immunities, etc.--under the Texas stat to report to the state auditor is to be assessed utes a part of the realty, and not taxable apart for taxes, in Kentucky, in the same manner as from it.

a natural person, and, natural persons The situs for taxation of the intangible prop- assessable upon personal property only in the erty of a railroad corporation, unlike that of an counties where they reside, is to be assessed and individual, is not at the home office where the taxed upon its personal property only at its

office for the transaction of business," or thereof heretofore or hereafter made,” conwhether we say that it had no principal stitutional? It will be noticed that this office in that city. The fact that it trans- provision is not confined to “vessel properacted business of the character already ty," so called, but extends to all the perstated—business which was obviously more sonal property of corporations "engaged in than clerical—made that the place where maritime commerce or navigation.” While its personal property was taxable under the the personal property of individuals is taxhypothesis that the proviso of 1895 was unable at their place of residence, and while constitutional. We come to the considera- the property of other corporations is taxation of the question.

ble at the place of their principal business 1. Is the provision that “the personal office, corporations engaging in maritime property of all corporations heretofore or

or navigation may have their hereafter organized under the laws of this property taxed at whatever place they may state for the purpose of engaging in mari- choose to designate in their articles of intime commerce or navigation shall be as corporation. As the rate of taxation varies sessed only in the city, village, or town- | much in different localities, it gives to the ship which is stated in their original arti- ; latter corporations the right to select that cles of association or in any amendment place in which the rate of taxation is low

commerce

legal domicil, which is the place

named

state in their certificates of incorporation their in its articles of incorporation as its prin- names and locations, the decision cited is not cipal place of business. A tax assessed

irreconcilable with the New York and Ohio elsewhere is illegal and void. Langdon Creasey cases, but may reasonably be distinguished from Co. v. Owenton Common School District, 25 them. It is possible, also, but more difficult, to Ky. L. Rep. 823, 76 S. W. 381.

distinguish in the same way the Michigan de. There is a contlict upon this question.

cision just cited ; but the Michigan statute is In the state of New York it is the general rule very much more explicit in its language than that the principal office of a domestic corpo. that of Wisconsin, and the reasoning upon ration is, for the purposes of taxation, conclu. which the judgment rests discloses radical difsively fixed by its certificate of incorporation, ferences in principle. and that only in the place therein designated The boats and vessels belonging to an Ohio can

it lawfully be subjected to a personal. corporation navigating the Great Lakes are taxproperty tax. Western Transp. Co. v. Scheu, 19 | able as personal property only at the place desN. Y. 408 ; Oswego Starch Factory v. Dolloway, ignated in its certificate of incorporation as 21 N. Y. 419; Union S. B. Co. v. Buffalo, 82 N. that where its principal office is situated, and Y. 351 ; Conroe v. National Protection Ins. Co. this notwithstanding the bulk of its business 10 How. Pr. 403; Hubbard v. National Pro is transacted at a neighboring city in the same tection Ins. Co. 11 How. Pr. 149 ; Chesebrough county and state, and that the office first ocMfg. Co. v. Coleman, 44 Hun, 545 ; People ex rel. cupied by It was removed to another part of the Knickerbocker Press V. Barker, 87 Hun, 341, same town because the limits of such city were 34 N. Y. Supp. 269; People et rel. Edison extended to take in the original office, and it Electric Light Co. v. Barker, 91 Hun, 594, 36 was intended to avoid taxation in such city. N. Y. Supp. 844 ; People ex rel. India Rubber l'elton v. Northern Transp. Co. 37 Ohio St. & G. P. Insulating Co. v. Barker, 16 Misc. 252, 450. 39 N. Y. Supp. 88.

The principal office of a corporation, which And in Ohio, where corporations are required constitutes its residence or domicil, said the by statute (56 Ohio Laws, 115) to designate Ohio supreme court, is not to be determined by in their certificates of incorporation “the name the amount of business transacted there or of the county or place where the principal of elsewhere, but by the place designated in the fice" of the company is situated, such office is certificate of incorporation. And when the corthe domicil or residence of the corporation. poration has established an office at the place Pelton v. Northern Transp. Co. 37 Ohio St. 450. named in such certificate no further inquiry as

It is otherwise in Wisconsin and Michigan. to the identity of the principal office is admis

In Wisconsin a statutory requirement that a sible. Lid. corporation shall state its “name and location" On the other hand, the Michigan supreme in its articles of incorporation does not enable court, while admitting that a corporation has a corporation conclusively to fix its principal the same right that an individual has to select office or place of business for the purposes of its residence, and that it may do so with a view taxation under the tax laws. Milwaukee S. S. to taxation, argues in this wise: The corpoCo. v. Milwaukee. 83 Wis. 590, 18 L. R. A. ration must have a local habitation, just as the 353, 53 N. W. 839.

individual must have a residence. This must And in Michigan the act requiring the articles be an actual, not merely a nominal, one to of association of a corporation to state the affect taxation. The individual cannot have a city, or town and county, in the state where nominal residence in the country and an actual its general office for business is located, will residence in the city, and escape taxation in not let it escape taxation upon its personal the city. Neither can the corporation fix its estate in another place where its actual busi

nominal domicil in the country, while its actual is transacted. Detroit Transp. Co. v. domicil for business is in the city, without Board of Assessors, 91 Mich. 382, 51 N. W. becoming taxable at the latter place. If it does 978.

no business, and in the nature of things can do It will be noticed that, inasmuch as the Wis no business, at the place it selects as its consin corporation law goes no further than office, except hold annual meetings of stockto require corporations organized under it to holders and directors, and actually carries on

ness

est. It thus gives to them the privilege of N. W. 978). Neither such corporations nor paying less taxes than must be paid by individuals have the same right to deterother corporations or by individuals engaged mine the situs for the taxation of their in precisely the same business. Neither personalty as this statute undertakes to can it be said that individuals have the give to corporations engaged in maritime same right to select the place in which their commerce and navigation. property will be taxed because it will be The question arises whether such a law taxed at the place in which they may choose does not violate the provision contained in to reside. It is true that individuals may $ 11, art. 14, of our Constitution, requiring determine where they will reside, and cor a uniform rule of taxation. In Western porations in general may determine where Transp. Co. v. Scheu, 19 N. Y. 408, and 08they will do business, but, in order to make wego Starch Factory v. Dolloway, 21 N. Y. their property taxable at that place, the in- 449 (cases relied on by relators), laws like dividuals must actually reside there (see that under consideration were enforced; Beecher v. Detroit, 114 Mich. 228, 72 N. but those cases throw no light on the conW. 206), and the corporations must actual. stitutional question before us. There no ly do business there (see Detroit Trunsp. constitutional question was raised,-perCo. v. Board of Assessors, 91 Mich. 382, 51 'haps none could be raised, -and no such

all the business it was incorporated to do at of incorporation the name of the county or another place, it will be taxable in the latter. place where the principal office of such corporaDetroit Transp. Co. v. Board of Assessors, 91 tion is situated, is sufficiently complied with by Mich. 382, 31 N. W. 978.

naming the town without specifying a building The facts in the Ohio case of Pelton v. by street and number ; hence, the corporation, by Northern Transp. Co. 37 Ohio St. 450, and stockholders' vote at an annual meeting, may in the Michigan case of Detroit Transp. Co. v. remove from the building where such principal Board of Assessors, 91 Mich. 382, 51 N. W. office was established originally to another build978, are indistinguishable, and the wording of ing in the same town, and the latter building the incorporation statutes of both states closely will thereafter be to all intents and purposes, similar, yet the two decisions are diametrically inciuding taxation of the personal property of opposed.

the corporation, its principal office. Pelton v. The certificate of incorporation of a New Northern Transp. Co. 37 Ohio St. 450. York corporation is not the less conclusive as In New York, too, when a corporation is to the corporate domicil for the purposes of the created by a special act of the legislature, and taxation of its personal property and the prin its by-laws designate its principal place of busicipal office or place for transacting the finan ness in a named city, and its manufacturing cial concerns of the company because it is de business is there carried on, although they also liberately chosen to avoid taxation in the place provide for a branch office in another city, and where the actual operations are intended to be stockholders' meetings are always held where conducted. If this is an evil it is for the the manufacturing is done, while the general legislature, not the courts, to apply the remedy. executive and financial business of the corpoUnion S. B. Co. v. Buffalo, 82 N. Y, 351.

ration is transacted, and all of the principal The certificate is not the less conclusive be.

officers reside, without the state, the place of cause the actual principal place of business may

taxation of the personal property of the corpobe in fact elsewhere. People er rel. India Rub ration is in the city where its manufacturing ber & G. P. Insulating Co. v. Barker, 16 Misc. is done, and which its by-laws designate as its 252, 39 N. Y. Supp. 88.

principal place of business, and it is not taxable Nor can the conclusive effect of naming in the in the city where it has a branch office. · People certificate of incorporation the principal office er rel. General Electric Co. v. Barker, 91 llun, as respects the situs of the corporate personal 590, 36 N. Y. Supp. 842. property for taxable purposes be avoided by add

The case of Oswego Starch Factory v. Doling in the certificate itself the alternative words, loway, 21 N. Y. 449, was critically examined "or at such other place as the stockholders may and explained by Finch, J., in the opinion of determine." People . rel. Edison Electric

the court in People es rel. Union Trust Co. v. Light Co. V. Barker, 91 Ilun, 594, 36 N. Y.

Coleman, 126 N. Y. 433, 12 L. R. A. 762, 27 Supp. 814,

N. E. 818, and, although he carefully limited it Independently of some statute authorizing and expressed his disagreement with the reasonit so to do, a New York corporation cannoting of Denio, J., lie was at paids to pronounce establish its principal office elsewhere than in

the decision itself "entirely correct and sound." the place named in its certificate of incorpora Even in New York, however, a corporation tion, so as to affect the situs of its personal whose certificate of organization has stated in property for the purposes of taxation. Oswego due form the name and location of its principal Starch Factory v. Dolloway, 21 N. Y. 449 : office and place for transacting its financial conPeople er rel. Knickerbocker Press v. Barker,

cerns and carrying on its operations, in one 87 Hun, 341, 34 N. Y. Supp. 269.

county, may, nevertheless, under some circumIn Ohio, however, a domestic corporation stances, be subjected to taxation upon its permay change its office from one to another partsonal estate in another and different county ; of the town named in its organization certificate as where, after being assessed in the latter as the place of its principal office, without ex- county, where it does in fact transact business, press legislative sanction, and not affect there. its officers appear before the tax commissioners by the situs of its personal property for tax and apply for a reduction, filing a sworn ation. This is because the statute requiring statement that the corporate place of busithe corporation to designate in its certificate

ness and place of conducting the

corpo

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