the uses of an eleemosynary corporation be for general charity, that alone will not constitute it a public corporation. Every charity, which is extensive in its object, may, in a certain sense, be called a public charity. Nor will a mere act of incorporation change a charity from a private, to be a public one. The charter of the crown, said Lord Hardwicke," cannot make a charity more or less public, but only more permanent. It is the extensiveness of the object that constitutes it a public charity. A charity may be public, though administered by a private corporation. A devise to the poor of a parish, is a public charity. The charity of almost every hospital and college, is public, while the corporations are private. To hold a corporation to be public, because the charity was public, would be to confound the popular with the strictly legal sense of terms, and to jar with the whole current of decisions since the time of Lord Coke.b

In England, corporations are created, and exist, by prescription, by royal charter, and by act of Parliament. With us they are created by authority of the legislature, and not otherwise. There are, however, several of the corporations now existing in this country, civil, religious, and eleemosynary, which owed their origin to the Those charters crown, under the colony administration.

granted prior to the revolution, were upheld either by express provision in the constitutions of the states, or by general principles of public and common law of universal reception; and they were preserved from forfeiture, by reason of any nonuser or misuser of their powers, during the disorders which necessarily attended the revolution.

a 2 Atk. 88.

b Sutton's Hospital, 10 Co. 23. Lord Hardwicke, in 2 Atk. 87. Lord Holt, in Philips v. Bury, 2 Term Rep. 252. The opinions of the Judges in Dartmouth College v. Woodward, 4 Wheaton, 518.

III. Of the Powers and Capacities of Corporations. When a corporation is duly created, and a name given to it, for that is an indispensable part of its constitution, and no name be expressly given, one may be assumed by implication,) many powers, rights, and capacities, are annexed to it. Some of them are deemed to be necessari ly and inseparably incident to a corporation by tacit operation, without any express provision, though it is now very generally the practice, to specify, in the act or charter of incorporation, the powers and capacities with which it is intended to endow the corporation.

The ordinary incidents to a corporation are, 1. To have perpetual succession, and, of course, the power of electing members in the room of those removed by death or otherwise; 2. To sue and to be sued, and to grant and to receive, by their corporate name; 3. To purchase and hold lands and chattels; 4. To have a common seal; 5. To make by-laws for the government of the corporation ; 6. The power of amotion, or removal of members. Some of these powers are to be taken, in many instances, with much modification and restriction, and the essence of a corporation consists only of a capacity to have perpetual succession, under a special denomination, and an artificial form, and to take and grant property, contract obligations, and sue and be sued, by its corporate name, and to receive and enjoy, in common, grants of privileges and immunities. According to the doctrine of Lord Holt, neither the actual possession of property, nor the actual enjoyment of franchises, are of the essence of a corporation.

There are some persons who have a corporate capacity only for one particular specified end. Thus, the loan offi

a 1 Salk. 191. 1 Blacks. Com. 474, 475.

b1 Kyd on Corporations, 13. 69, 70. 1 Blacks. Com. 475, 476. The King v. The City of London, Skinner, 310.

eers of each county of this state, created under the act of 18th of April, 1786, were declared to be bodies politic and corporate, with powers necessary for the due execution of the loan office act. The overseers of the poor in each town, are invested, by law," with the right of succession, in respect to the matters of their trust, for they have a capacity to take obligations to them and their successors, and a capacity for them and their successors to sue in the name of the overseers of the poor of the town for the time being. The same thing may be observed of the board of supervisors in each county, for they are authorized to take a bond from the county treasurer in the name of the supervisors generally, and to sue under that general description. Several towns in this state are incorporated so far as to be enabled to hold lands to a certain extent; and all the towns may make orders and regulations touching several purposes of a local and common nature, and are to be considered as bodies politic for certain purposes. At common law, every parish or town was a corporation for local necessities.d Our laws afford numerous examples of persons having corporate powers sub modo, and for a few specified purposes only.e

There is no particular form of words requisite to cre ate a corporation. A grant to a body of men to hold mercantile meetings, has been held to confer a corporate capacity. A grant of lands to the inhabitants of a county, or hundred, rendering rent, would create them a corporation for that single intent, without saying, to them and their successors.g

a Laws of N. Y. vol. i. 289. 291, 292.

b Laws of N. Y. vol. ii. 139.

e Laws of N. Y. vol. ii. 131.

d Hobart, 212. 5 Co. 63. Chamberlain of London's case. 1 Mod. Rep. 194. Rogers v. Davenant.

e 8 Johns. Rep. 422. 2 Johns. Ch. Rep. 325.

f 10 Co. 27, 28. 30.

g Dyer, 100. a. pl. 70. cited as good law by Lord Kenyon, in 2 Term

But, a corporation being merely a political institution, it has no other capacities or powers than those which are necessary to carry into effect the purposes for which it was established. A corporation is incapable of a personal act in its collective capacity. It cannot be considered as a moral agent, and, therefore, it cannot commit a crime, or become the subject of punishment, or take an oath, or appear in person, or be arrested or outlawed. It is said, likewise, that a corporation cannot be seised of lands to the use of another, and that it is incapable of any use or trust.c We may say, at least, that a corporation cannot be seised of land in trust, for purposes foreign to its institution. But equity will, at this day, compel corporations to execute any lawful trust which may be reposed in them. Many corporations are made trustees for charitable purposes, and are compelled, in equity, to perform their trusts.e Corporations appear to be deemed competent to perform the duties of trustees, and to be proper and safe depositaries of trusts; and among the almost infinite variety of purposes for which corporations are created at the present day, we find them authorized to receive, and take by deed or devise, in their corporate capacity, any property, real and personal, in trust, and to assume and execute any trust so created and declared. The Court of Chancery is vested with the same jurisdiction over these corporate trusts, which it ordinarily possesses and exercises over other trust estates. Corporations are also created with trust powers of another

a 1 Kyd on Corporations, 225.

b 1 Kyd. 71, 72. 1 Blacks. Com. 477.

c Bro. Abr. Uses, pl. 10. Bacon on Uses, 57. Gilbert on Uses, by Sugden, p. 6, 7.

d Jackson v. Hartwell, 8 Johns. Rep. 422.

e Green v. Rutherforth, 1 Vesey, 462. 468. 470. 475. Gilbert on Uses, by Sugden, 7. note. 1 Kyd, 72. 2 Johns. Ch. Rep. 384. 389.

f See Farmers' Fire Insurance and Loan Company, Laws of N. Y 17th of April, 1822, ch. 240.

kind; as for the purpose of loaning money on a deposit of goods and chattels, by way of pledge or security." It will soon become difficult to trace the numerous and complicated modifications which corporations are made to assume, and the much greater diversity of objects for which they are created. We are multiplying in this country, to an unparalleled extent, the institution of corporations, and giving them a flexibility and variety of purpose, unknown to the Roman or the English law. The study of this title is becoming every year more and more interesting and important.

It was incident, at common law, to every corporation, to have a capacity to purchase and alien lands and chattels, unless they were specially restrained by their charters, or by statute. Independent of positive law, all corporations have the absolute jus disponendi, neither limited as to objects, nor circumscribed as to quantity. This was so understood by the bar and court, in the modern case of The Mayor and Commonalty of Colchester v. Lowten; and this common law right of disposition continued in England until it was taken away, as to religious corporations, by several restraining statutes, in the reign of Elizabeth. We have not re-enacted those disabling acts; but the better opinion upon the construction of the statute in this state, for the incorporation of religious societies,d is, that no religious corporation can sell any real estate without the Chancellor's order. The powers given to the trustees of religious societies incorporated under that act, are

a The New-York Lombard Association, Laws of N. Y. April 8th, 1824. ch. 187.

b Co. Lilt. 44. a. 300. b. 1 Sid. 161. note at the end of the case. 10 Co. 30. b. 1 Kyd, 76. 78. 108. 115. Com. Dig. tit. Franchise, 11. 15, 16, 17, 18.

e 1 Ves. & Bea. 226. 237. 240. 244.

d Laws of N. Y. vol. ii. 212.