the case of public corporations of a municipal character.1 Corporations of this class are absolutely created by the act of incorporation itself, without the acceptance of the people, or any act on their part, unless otherwise provided by the act.2 A municipal charter may, however, be constitutionally submitted to the corporators for their acceptance before it goes into operation, and its going into effect may be made to depend on their acceptance or rejection. A vote of acceptance by the corporators, of the charter as tendered, is not an act of legislation.4 The legislature may enact a law with a provision that such law shall cease to exist unless a municipal corporation which it affects signify their assent to it within a specified period; 5 or may enact amendments to a municipal charter, with a proviso that the electors of a village should be allowed and required to signify their acceptance of such amendments before they should take effect; or it may enact a penal law which shall have effect only in those towns, etc., which adopt it by vote. A provision in a municipal charter, that the question of the absolute prohibition of the sale of intoxicating liquors is to be submitted to a vote of the incorporators, does not invalidate the act. And a provision in such charter, by which the right to make certain improvements or to create certain liabilities is made to depend upon a vote of the people interested, has repeatedly been upheld as valid.9 Acceptance, when requisite, and no particular mode of acceptance is prescribed, may be implied from corporate acts and conduct, as in cases of private corporations. 10 If no act of incorporation of a place can be found, its incorporation may be proved by reputation or by user, with the knowledge or assent of the legislature, for a period long enough to furnish evidence of a prescriptive right. Where a corporation is organized under a general law. acceptance of the charter is not requisite.12

1 Gorham v. Springfield, 21 Me. 58; Cheaney v. Rooser, 9 Mon. B. 334; People v. Stout, 23 Barb. 349: Blessing. Galveston, 42 Tex. 64

2 Berlin v. Gorham, 34 N. H. 266; Warren v. Charlestown, 2 Gray, 84, 104; Mills v. Williams, 11 Ired. 558; Brouwer v. Appleby, 1 Sand. 153; City of Clinton v. Cedar Rapids etc. R. R. Co. 24 Iowa, 455; Barnes v. District of Columbia, 91 U. S. 540.

3 Alcorn v. Horner, 38 Miss. 652; Smith v. McCarthy, 56 Pa. St. 359; People v. Salomon, 51 Ill. 53.

4 City of Paterson v. Society etc. 4 Zab. 385.

5 Corning v. Greene, 23 Barb. 33.

6 Bank of Chenango v. Brown, 26 N. Y. 467.

7 State v. Noyes, 10 Fost. 279.

8 Village of Gloversville v. Howell, 7 Hun, 345; S. C. affirmed, 70 N. Y. 287.

9 Blanding v. Burr, 13 Cal. 343; St. Louis v. Alexander, 23 Mo. 483; People v. Henshaw, 61 Barb. 40; Clarke v. Rochester, 28 N. Y. 605; Trustees. Cherry, 8 Ohio St. 564; Burnes v. Achison, 2 Kan. 454; Hammond v. Haines, 25 Md. 541; Com. v. Judges etc. 8 Pa. St. 391.

10 Taylor. Comm'rs of Newbern, 2 Jones' Eq. 141; and see Londonderry v. Andover, 23 Vt. 416; People v. Maynard, 15 Mich. 463.

11 Bow v. Allenstown, 34 N. H. 351; and see Jameson v. People, 16 Ill. 257.

12 Spring Valley Water Works . San Francisco. 22 Cal. 434. See Hunt v. Kan. etc. Bridge Co. 11 Kan. 412; Hope Ins. Co. v. Beekmann, 47 Mo. 93.

§ 25. Construction of incorporating acts.-The whole act, including title and preamble, should be examined together, and one part construed by another.1 The construction should be according to the spirit and meaning as well as the letter of the act; 2 and, when the language admits, so as to give effect to the general intent.3 Powers expressly granted or necessarily implied, are not to be defeated or impaired by a stringent construction.4 But any ambiguity or doubt arising out of the terms used by the legislature must be construed to operate in favor of the public, and against the corporation.5 And extraordinary authority can only be conferred upon a corporation by express words, and will not be implied. The provisions of a special act of incorporation must, in general, be construed in subordination to the general public law of the state; 7 and, therefore, a charter provision authorizing the corporation to dispose of property "in any manner they deem best," does not operate to enable them to resort to a lottery to dispose of it, if lotteries are prohibited by the general law.

9

So, the language of an act of incorporation must be construed in subordination to the declared purposes of the act and in accordance with all its provisions; as, where authority was conferred to take tolls for logs, etc., floated 66 across the stream, this was construed to mean the descending navigation. 10 Municipal corporations, like all others, are confined to a strict construction of their charters or acts of incorporation; 11 but general and long-continued usage may be resorted to in aid of a proper construction, 12 where the language of the enactment is not plain and the legislative intent is not clear.18

1 Chesapeake etc. Canal Co. v. Ohio R. R. Co. 4 Gill & J. 1.

2 White v. Syracuse etc. R. R. Co. 14 Barb. 559.

3 Home of the Friendless v. Rouse, 8 Wall. 430; Turnpike Co. v. Illinois, 96 U. S. 63; Straus v. Eagle Ins. Co. 5 Ohio St. 59; Ex parte Eton College, 1 Eng. L. & Eq. 51.

4 Kyle v. Malin, 8 Ind. 57.

5 Minturn v. Larue, 23 How. 435; Scales v. Pickering, 4 Bing. 448; Com. v. Cent. Pass. Railway, 53 Pa. St. 506; McAden v. Jenkius, 64 No. Car. 796; Wallace v. San Jose, 23 Cal. 180; Leonard v. Canton, 35 Miss. 189; Thomas v. Richmond, 12 Wall. 349; Binghamton Bridge, 3 id. 51; Parker v. Great Western Railway Co. 7 Man. & G. 253; Stockton etc. Railway Co. v. Barrett, 7 id. 870; 11 Clark & F. 590.

6 Gaines v. Coates, 51 Miss. 335.

7 McCartee v. Orphan Asylum Soc. 9 Cowen, 437; Hooker v. New Haven etc. Co. 15 Coun. 312; State v. Noyes, 47 Me. 189; De Lancy v. Ins. Co. 52 N. II. 581. See State v. Stoll, 17 Wall. 425.

8 State v. Krebs, 64 No. Car. 604; and see Babcock v. N. J. Stockyard Co. 20 N. J. Eq. 2 6; Johnson v. Griffin Banking etc. Co.55 Ga. 691. Caldwell r. Com. Warehouse Co. 1 Hun, 718; 4 Thomp. & C. 179; Tyng v. Com. Warehouse Co. 53 N. Y. 308.

9 Morris Canal etc. Co. v. Cent. R. R. Co. 16 N. J. Eq. 419; Charles River Bridge v. Warren Dridge, 11 Peters, 420.

10 Bennett's Appeal, 65 Pa. St. 242.

11 Lafayette v. Cox, 5 Ind. 38; Collins v. Hatch, 18 Ohio, 523; Leonard v. Canton, 35 Miss. 189; Johnson v. Louisville, 11 Bush, 527; Le Couteulx v. Buffalo, 33 N. Y. 333.

12 Sherwin v. Bugbee, 16 Vt. 439; Rex v. Salway. 9 Barn. & C. 424. 13 Smith v. Cheshire, 13 Gray, 318.

BOONE CORP.-3.

§ 26. Of whom composed.-A corporation, though usually composed of natural persons merely in their natural capacity, is not always thus constituted. It may also be composed of persons in their political capacity of members of other corporations. A state may have an interest as one of the corporators, and it does not by such participation identify itself with the corporation; it divests itself, so far as concerns the transactions of that corporation of its sovereign character, and takes that of a private citizen. So, the federal government may be a stockholder in a bank, without identifying itself with the corporation.4 The inhabitants of a place to be incorporated, as well as the place i self, are both indispensable to the constitution of a municipal corporation.5 The officers of the council and other charter officers are the mere ministers of the corporation, and are not, in themselves, the corporation.6 1 Sutton's Hospital Case, 10 Co. Rep. 31 c.

2 Turnpike Co. v. Wallace, 8 Watts, 316; Bank of Alabama v. Gibson, 6 Ala. 814.

3.

Bank of U. S. v. Planters' Bank of Ga. 9 Wheat. 904; State Bank of So. Car. v. Gibbs, 3 McCord, 377; Seymour v. Turnpike Co. 10 Ohio, 476; Briscoe v. Commonw. of Ky. 11 Peters, 257.

4 Bank of U. S. v. McKensie, 2 Brock. 393.

5 See Harrison v. Williams, 3 Barn. & C. 162; Reg. v. Paramore, 10 Ad. & E. 256.

6 Lowber. Mayor, etc. 5 Abb. Pr. 325; Clarke v. City of Rochester, 24 Barb. 440; 28 N. Y. 605.

§ 27. Integral parts.-Some corporations aggregate consist of distinct parts, called integral parts, without any one of which the corporation would be incomplete; as, where a church corporation consisted of three clerical, and eight lay members, it was deemed by the Court to be a corporation composed of two distinct classes, or integral parts. A corporation cannot be considered as composed of distinct, definite, integral parts, unless the number of the members of each class is definite, and a majority of the members of each is necessary to constitute a corporate meeting, or assembly.2

1 St. Mary's Church, 7 Serg. & R. 517. See People v. Twaddell, 18 Hun, 427, 432.

2 Regents of University v. Williams, 9 Gill & J. 365; and see Rex v. Miller, 6 Teri Rep. 268; Machell v. Nevinson, 11 East, 84 11.

§ 23. Admission of members.-The power to admit new members is incident to every corporation aggregate, and need not be expressly conferred. When the charter is sileut as to the matter, recourse must be had to the rules of the common law, and to the particular nature and purpose of the corporation.2 In certain corporations the number of members is sometimes limited by charter, and, in case of a vacancy, it is filled by a vote of the company. In the case of all corporations having a capital stock, and looking to profits, such as trading and jointstock companies, membership is constituted by a transfer of shares, according to the by-laws, without any election on the part of the corporation itself.4 An individual insured in a mutual insurance company becomes a member of the corporation by that act.5 A right as a corporator in a religious society is obtained by stated attendance on divine worship, and contributing to its support by renting a pew, or by some other mode usual in the congrega