Opinion
No. 71-617
Decided September 20, 1972.
Quo warranto — Employment placement nonprofit corporation — Cancellation of franchise — Activities exceed corporate purpose clause.
IN QUO WARRANTO.
Relator, as Prosecuting Attorney of Cuyahoga County, by a complaint in Quo Warranto, seeks a writ cancelling and revoking the corporate franchises of each of the respondents West Shore Center, West Shore Personnel, Inc., and The Warren-Miles Corporation. All are located at the same address in Lakewood, Ohio. Additionally, relator seeks an order requiring the Secretary of State to cancel the corporate franchises in question. The Secretary of State has moved for his dismissal as a party.
Relator avers that the corporate respondents have acted illegally and have misused their corporate franchises.
Mr. John J. Corrigan, prosecuting attorney, and Mr. John L. Dowling, for relator.
Mr. John D. Cannell, Mr. William J. Brown, attorney general, and Mr. Walter E. Carson, for respondents.
The motion of the respondent, Secretary of State, to dismiss him as a party is granted.
The respondents West Shore Personnel, Inc., and The Warren-Miles Corporation are dismissed as parties in response to the statement of relator in oral argument.
The issue in this cause is determined by the corporate purpose clause of the West Shore Center, and the activities of West Shore Center, a nonprofit corporation, as shown by the record in this case.
The purpose clause deals with personnel employment placement and matters related thereto.
The record before this court does not show any instance of employment placement activity on the part of West Shore Center. The activities engaged in by West Shore Center, as revealed by the record, are unrelated to any employment placement. Engaging in such unrelated activities constitutes a departure from the stated corporate purpose of West Shore Center. See R.C. 1702.04 and 2733.02(D).
The writ of quo warranto is allowed as to West Shore Center and judgment is entered that West Shore Center be dissolved. R.C. 2733.20.
Judgment accordingly.
O'NEILL, C.J., SCHNEIDER, HERBERT, CORRIGAN, STERN, LEACH and BROWN, JJ., concur.