and membership in them is generally dependent upon the consent of those already members. A corporation may be private and still in the nature of a public corporation in regard to some of its functions, on account of a peculiar duty which it has undertaken towards the public. Examples of these are railroad, street railway, gas, water, telegraph and telephone corporations. Such corporations are sometimes spoken of as quasi-public corporations. Such corporations are bound to furnish the accommodations which they are designed to supply, to anyone who may apply for them, who complies with the reasonable rules of such corporations. Thus, a telephone corporation cannot unreasonably refuse to furnish telephone connections, nor a gas company to furnish gas. Corporations as persons.-Often the question arises whether a corporation is within the designation of a law which speaks of a person or citizen, or uses a similar term. Strictly speaking, a corporation is an artificial being, and therefore not a person. The courts, however, will hold corporations to be within such a designation when the obvious spirit of a law is to include them. It has been decided that a corporation is not a citizen within the meaning of the clause of the Federal Constitution providing that the citizens of each state shall be entitled to all privileges and immunities of citizens in the several states. It has also been decided that a corporation is a citizen within the meaning of that clause of the constitution giving a citizen of one state the right to sue a citizen of another state in the Federal courts. Thus, it has been decided in Wisconsin, where a statute provided that any person who shall, directly or indirectly, give or receive, any bribe, etc. that the word person as used in the statute included a corporation. It is provided in this state by statute that "in the construction of the statutes of this state the following rules shall be observed unless such construction would be inconsistent with the manifest intention of the legislature..... The word 'person' may extend and be applied to bodies politic and corporate as well as to individuals." It is also provided that "the word 'person' shall extend and be applied to bodies corporate unless plainly inapplicable." SECTION II. FORMATION OF CORPORATIONS. Powers derived from the state. -The common law, as such, cannot confer authority on individuals to form a corporation. Its sole authority for existence is a matter of express statutory enactment. As the existence and power of a corporation are entirely a creation of law, it follows that a corporation has only such powers as are expressly or impliedly conferred upon it by statute. Formerly, all corporations were created by special enactment of the legislature of a state or Congress, but as they have become more general, incorporation laws have been provided for all classes of corporations, with a few exceptions, of which anyone may take advantage to incorporate. Congress has authority to grant corporate charters, if the corporation created is a proper means of carrying out some power granted to the Federal Government by the Federal Constitution. A notable exercise of this power is found in the acts of Congress providing for the incorporation of national banks. Congress provides for their incorporation in pursuance to the authority vested in it to regulate the currency and to carry on the fiscal operations of the government. The vast majority of corporations, however, are created by the authority of the states. The Constitution of Wisconsin provides that "corporations without banking powers or privileges may be formed under general laws, but shall not be created by special act except for municipal purposes and in cases where in the judgment of the legislature the objects of the corporation cannot be attained under general laws. All general laws or special acts enacted under the provisions of this section may be altered or repealed by the legislature at any time after their passage." ." The constitution also provides that "the legislature is prohibited from enacting any special or private laws in the following cases.....For granting corporate powers or privileges except to cities." The right to repeal all corporate charters is reserved in order to obviate the effect of decision of the Supreme Court of the United States, holding that a corporate charter, when the right to repeal is not reserved, is for many purposes a contract between the state and the corporation, and cannot be repealed in so far as it is a contract. The authority of a corporation to exist and by which it exercises its powers is generally known as its "charter." As already mentioned, the authority of the state is now given by a general incorporation law, under which any persons may incorporate who bring themselves within its provisions. The method of incorporating railroad, street railway and other public service corporations is pointed out by the statutes, but in this chapter only the formation of the usual business corporations is considered. There must be an acceptance of the charter by the incorporators in order to give it effect. Such acceptance is generally inferred, however, from the exercise of the powers conferred by the charter. Purposes of a corporation.---A corporation may now be organized to carry on practically any business. The statutes (sec. 1771) enumerate particularly the various purposes, the most important of which are the following: "Three or more adult persons, residents of this state, may form a corporation in the manner provided in this chapter to conduct, pursue, promote or maintain any one or more of the following named purposes, the same being of a lawful nature: Academies, and the establishment and maintenance thereof. Agriculture, and any lawful business or purpose connected therewith. Art galleries. Asylums, and the establishment and maintenance thereof. Building of buildings or structures. Building, constructing, maintaining and operating private steam logging railroads.. Burial of the dead, constribution to the expense thereof. Cemeteries, and the purchase, holding and regulation thereof..... Colleges, schools and academies. Commission, storage, forwarding, shipping or transportation business. Contributing to the burial of the dead... Docks, and the construction, leasing or operation thereof. Elevators, and the construction and leasing thereof. Equipment of railroads, and the buying, selling, leasing or in any manner dealing in railway cars, locomotive engines or other railway equipment. Guaranty of title to lands. . . . Gymnastic or other like exercises. ... Heating or lighting or furnishing power or signals by electricity.. ... Hotels, and the purchase, construction, leasing and management thereof. ors. Inventions and the encouragement or aiding of invent Lighting by gas, electricity or other means. ... Loaning money on security or otherwise... Manufacturing, mercantile and other like purposes, and the locating, building, encouraging and establishing manufactories and manufacturing establishments in cities and towns in this state. Mechanical purposes. Medicinal or medical purposes. Mercantile purposes. Mining, smelting, quarrying and other like business... Mutual support and maintenance of the members of the corporation, their families or kindred in case of sickness, misfortune, poverty or death. Personal property, the buying, selling, exchanging and dealing in all kinds thereof.. Real property, and the buying, selling, exchanging and dealing in all kinds thereof. Telegraphing, and the construction and management of telegraph lines or business of any kind. Telephone business, and the construction, maintenance and operation of telephones and telephone lines. Theaters, the construction and maintenance thereof. Water-works and construction, operation and maintenance thereof. Or for any lawful business or purpose whatever, whether similar to the purposes herein mentioned or not, except the business of banking, insurance (other than title insurance), building, or operating public railroads or plank or turnpike roads or other cases otherwise specially provided for. Any such corporation may be formed to have a capital stock divisible into shares or without any capital stock upon such plan as may be agreed upon." It is also provided that when the formation of a corporation is directed by a will, to which the property of any testator shall be transferred, the stock thereof to be held for the benefit of his estate, that the executors or trustees of the estate may, with or without the assistance of any other persons as may be necessary, incorporate so as to carry out the intention of the testator, and may transfer such property to the corporation so formed as the testator may have directed. Contents of articles.-"In order to form such a corporation the persons desiring so to do shall make, sign and acknowledge written articles containing: 1. A declaration that they associate for the purpose of forming a corporation under these statutes, and of the business or purpose thereof. 2. The name and location of such corporation; but such name shall not contain the names of individuals in the manner in which they are ordinarily used in partnership or business names; no corporate name shall be held illegal because of the omission of the word 'limited'. 3. The capital stock, if any, the number of shares and the amount of each share. 4. The designation of the general officers and the number of directors, which shall not be less than three; and the directors may be required to be classified into three classes so that one-third shall hold their offices for one year, one-third for two and one-third for three years; in which case all directors elected subsequent to the first shall hold their offices for three years except when elected or appointed to fill vacancies. 5. The principal duties of the several general officers respectively. 6. The method and conditions upon which members shall be accepted, discharged or expelled; and, in stock corporations, persons holding stock, according to the regulations to the corporation, and they only, shall be members. 7. Such other provisions or articles, if any, not inconsistent with law, as they may deem proper to be therein inserted for the interests of such corporation or the accomplishment of the purpose thereof, including, if desired, the duration of its existence. In case the corporation is formed without capital stock the articles shall fix the time and place for the first meeting for the election of officers, and the signers of such articles shall give notice thereof to the members in the manner provided in the next section. Such original articles or a true copy thereof, verified as such by the affidavits of two of the signers thereof, shall be filed with the secretary of state. A like verified copy and certificate of the secretary of state, showing the date when such articles were filed and accepted by the secretary of state, within thirty days of such filing and acceptance, shall be recorded by the register of deeds of the county in which such corporation is located, and no corporation shall, until such articles be left for record, have legal existence. For filing the articles of incorporation of corporations for the manufacture of beet sugar, or of butter, cheese or other dairy products there shall be paid the secretary of state ten dollars; and for filing an amendment to such ar |