## Facts

- Edith Church and others sought to form an Ohio nonprofit corporation and submitted corporate-formation papers to the Ohio Secretary of State, Ted Brown.
- The papers stated that the organization’s purpose was to practice “social nudism” and to increase public understanding of that activity.
- Ohio criminal law made it unlawful for an adult to willfully expose his or her private parts in the presence of two or more persons of the opposite sex, subject to limited exceptions (including medical purposes and posing for bona fide artistic purposes).
- The Secretary of State refused to accept and file the papers, reasoning that the stated corporate purpose contemplated conduct prohibited by the exposure statute.
- The applicants filed an original action in the Supreme Court of Ohio, seeking a writ of mandamus to compel the Secretary of State to accept and file the corporate-formation papers.

## Issues

1. May the Ohio Secretary of State refuse to accept and file corporate-formation papers when the stated corporate purpose appears to be unlawful under Ohio criminal law?
2. Will mandamus issue to compel the Secretary of State to file corporate papers when the relators cannot show a clear legal right to filing and a clear legal duty to file?
3. Does a stated purpose of practicing “social nudism” facially indicate activity that would violate Ohio’s exposure statute (outside the statute’s limited exceptions)?

## Decision

- The Supreme Court of Ohio denied the writ of mandamus.
- The court determined that the relators failed to establish a clear legal right to have the papers filed when the stated purpose appeared unlawful.
- The court also found no clear legal duty requiring the Secretary of State to accept papers that, on their face, set out an unlawful corporate objective.

## Legal Principles

- A corporation may be formed only for a lawful purpose; when corporate papers facially state an unlawful object, filing is not required as a purely ministerial act.
- Mandamus is an extraordinary remedy and requires both (1) a clear legal right in the relator and (2) a clear legal duty in the respondent; it does not lie where those elements are missing.
- A court will not use mandamus to compel a public official to take an action that would be inconsistent with law, including accepting corporate papers that describe activity prohibited by criminal statute.
- When a proposed corporate purpose, as stated, contemplates conduct that would fall within the core prohibition of a criminal exposure statute (and not within its narrow exceptions), the filing officer may refuse acceptance.

## Conclusion

The Ohio Supreme Court refused to order Secretary of State Ted Brown to file the nonprofit corporation papers submitted by Edith Church and others because the papers stated an objective—social nudism—that appeared to involve conduct barred by Ohio’s exposure statute, leaving the applicants without the clear legal right and corresponding clear legal duty required for mandamus.


State v. Brown, 133 N.E.2d 333 (1956)