thereof to such devisee. eral capacity to take land, except by devise, under the laws of the state by which it was created, may take and hold land in another state by devise of one of its own citizens.6 In case of doubt as to the identity of the corporation intended by the devisor, as the object of his bounty, resort may be had to extrinsic evidence. And the designation of a devisee by description, instead of by name, is as available in the case of a corporation as of a natural person. 8 A corporation having the gen 1 See McDonough Will Case, 15 How. 367; Perin v. Carey. 24 id. 465; Inhabitants etc. v. Cole, 3 Pick. 232; Chambers v. St. Louis, 29 Mo. 543; Girard v. Philadelphia. 7 Wall. 114; § 4, ante. 2 McCartee v. Orph. Asyl. Soc. 9 Cowen, 437; Canal Co. v. Railroad Co. 4 Gill & J. 1. 3 Theolog. Sem. v. Childs, 4 Paige, 419. Compare Downing v. Mar shall, 23 N. Y. 366. 4 State v. Wiltbank, 2 Har. (Del.) 18. 5 Starkweather v. Am. Bible Soc. 72 Ill. 50. 6 Am. Bible Soc. v. Marshall, 15 Ohio St. 537; Conn. 342; Thompson v. Swoope, 24 Pa. St. 474. weather v. Am. Bible Soc. 72 Ill. 50; Boyce v. St. White v. Howard, 46 N. Y. 144. White v. Howard, 38 7 Ayres v. Weed, 16 Conn. 291; Bodman v. Am. Tract Soc. 9 Allen, 447. 8 Brewster v. McCall, 15 Conn. 274. § 54. Deeds by corporations.-As a general rule, deeds of conveyance by a corporation must be executed in the corporate name and under the corporate seal.1 And a deed of lands of a corporation, executed by the president thereof in his own name, and under his own seal, is invalid.2 If the mode in which the property of a corporation shall be disposed of is prescribed by the charter, that mode is to be pursued. If the previous consent of a majority of the legal voters is required, a conveyance without such consent is void. If deeds given by a corporation are required to be under the corporate seal, and to be signed by the corporators, a deed signed by persons not named therein as corporators, and bearing a seal not proved to be the corporate seal, is invalid. The shareholders are not tenants in common of the land of the corporation, and a deed by them in their own names, not pursuant to a vote of the corporation, is not the deed of the corporation and cannot convey its land. Nor has the general agent of a corporation authority, as such, to transfer by deed its real estate. But an agent may be authorized by a vote of the stockholders to execute a deed for the corporation. A statute which, however, provides that a corporation may so authorize an agent to convey its real estate, does not exclude other modes of conveyance-as, for instance, conveyance through the regular officers of the corporation. And a deed executed by the corporate officers in their own names, by mistake, but intended as the deed of the corporation, may be reformed in equity.10 If no particular mode of acknowledging the deeds of corporations is directed by statute, and a deed is acknowledged by the officer who affixed the seal thereto, it is a sufficient compliance with general laws requiring a deed to be acknowledged by the "grantor." 11 In case of an agreement by deed made with a corporation through a duly authorized agent, a delivery to and an acceptance of the deed by the agent is a delivery to and acceptance by the corporation.12 A corporation aggregate never dies; hence, in grants to corporations aggregate, words of succession are not necessary to convey a fee simple. 14 13 1 Hatch v. Barr, 1 Hamm. 390; and see Miners' Ditch Co. v. Zellerbach, 37 Cal. 543; Hutchins v. Byrnes, 9 Gray, 367; Flint v. Clinton Co. 12 N. H. 430; Tenney v. East Warren Lumber Co. 43 id. 343. 2 Zoller v. Ide, 1 Neb. 439; Hatch v. Barr, 1 Hamm. 390; and see Brinley v. Mann, 2 Cush. 337. Compare Isham v. Bennington Iron Co. 19 Vt. 230; Veasey v. Graham, 17 Ga. 99. 3 See McCracken v. San Francisco, 16 Cal. 591; Herzo v. San Francisco, 33 id. 134; Hill v. Manchester etc. Water Works Co. 5 Baru. & Adol. 866. 4 Middleton Bank_v. Dubuque, 15 Iowa. 39; Sill v. Lansingburg, 16 Barb. 107; and see Beckwith v. Windsor Manuf. Co. 14 Conn. 594. 5 Osborne v. Tunis, 1 Dutch. 633. 6 Isham v. Bennington Iron Co. 19 Vt. 230; Hill v. Manchester etc. Water Works Co. 5 Baru. & Adol. 866. 7 Stow v. Wyse, 7 Conn. 214, 219. 8 Burr v. McDonald, 3 Gratt. 215; Hopkins v. Gallatin Turnp. Co. 4 Humph. 403. 9 Morris v. Kell, 20 Minn. 531; and see Chouquette v. Barada, 28 Mo. 491. 10 West v. Agr. Board, 82 IN. 205. 11 Kelly v. Calhoun, 95 U. S. 710. 12 Western R. R. Corp. v. Babcock, 6 Met. 346. 13 Wilcox v. Wheeler, 47 N. H. 488. 14 Wilcox v. Wheeler, 47 N. H. 488; Union Canal Co. v. Young, 1 Whart. 425; Overseer of Poor v. Sears, 22 Pick. 122. CHAPTER V. BY-LAWS. § 55. Definition of, and power to make. § 56. In whom the power to make by-laws is vested. § 57. Validity of by-laws. § 58. By-laws must be reasonable. $ 59. Construction and effect of by-laws. § 60. Enforcement of by-laws. § 61. Proof of by-laws. § 55. Definition of, and power to make.—A bylaw is a rule or law of a corporation for its government.1 And the power to make by-laws or private statutes, for its government and support, is incidental to the very existence of a corporation.2 A corporate body, whether specially vested with the power of legislation or not, has inherently the power to make necessary rules for its government and operations. But authority to make by-laws does not include the power to legislate upon general subjects. The term "ordinance" is nearly equivalent in meaning to the term by-law, and is the word usually employed to denote the by-laws adopted by municipal corporations. The power to make by-laws is usually conferred in express terms, which imply a negative that the corporation shall not legislate in any other cases, nor for any other purposes than those specified. As it respects eleemosynary corporations, they have no incidental power of legislation, and the founder alone has a right to prescribe the regulations according to which his charity shall be applied.7 1 Drake v. Hudson River R. R. Co. 7 Barb. 508. 2 City of London v. Vanacre, 1 Ld. Raym. 496; Dunston v. Imperial Gas Co. 3 Baru. & Adol. 125; Martin v. Nashville Build. Assoc. 2 Cold. 418; Kearney v. Andrews, 2 Stockt. Ch. 70. 3 Drake v. Hudson River R. R. Co. 7 Barb. 508. 4 Commonw. v. Turner, 1 Cush. 493. 5 See Dil. Mun. Corp. § 244; Gas. Co. v. San Francisco, 6 Cal. 190; St. Paul v. Coulter, 12 Minn. 41; Ashton v. Ellsworth, 48 Ill. 299; Blanchard v. Bissell, 11 Ohio St. 96. 6 Child v. Hudson's Bay Co. 2 P. Wms. 207; New Orleans v. Phillippi, 9 La. An. 44; State v. Ferguson, 3 N. H. 424; State v. Morristown, 33 N. J. L. 57. 7 Phillips v. Berry, I Ld. Raym. 8; Reg. v. Dulwich College, 8 Eng. L. & Eq. 385; Phillips Academy v. King, 12 Mass. 546. § 56. In whom the power to make by-laws is vested. The power to make by-laws, in all corporations to which the power is incident by common law, resides in the members of the corporation at large,1 where there is no law or usage to the contrary.2 But where the power is in the body at large, they may delegate their rights to a select body, as the directors, which then becomes the representative of the whole community; and a majority of that body will constitute a quorum.5 Where the charter is silent as to the matter, a corporation may adopt by-laws as well by the acts and uniform course of proceedings of such corporations, as by an express vote or an adoption manifested in writing. And it is not necessary that the reasons for making a by-law should be stated in the preamble. But a corporation cannot enact a by-law, or any rule or resolution for its government, except within the state under whose laws it is organized and where it has a corporate existence. The same body in a corporation which has a power to make, has also the power to repeal by-laws. But where a by-law of a company empowers the directors to alter or amend the by-laws, they have no authority under said by-law or otherwise, to disregard or alter a by-law which was intended to impose a limitation on their powers. 10 1 Rex v. Westwood. 7 Bing. 1: Salem Bank v. Gloucester Bank, 17 Mass. 129; Union Bank of Md. v. Ridgeley, 1 Har. & G. 324. 2 People v. Throop. 12 Wend. 183; Martin v. Nashville Build. Assoc. 2 Cold. 332; Morton Gravel Road Co. v. Wysong, 51 Ind. 4. 3 Ex parte Willcocks, 7 Cowen, 402; Rex v. Head, 4 Burr. 2521. 4 Rex v. Spencer, 3 Burr. 1827. 5 Cahill r. Kalamazoo Mut. Ins. Co. 2 Doug. 124; Ex parte Will cocks, 7 Cowen, 402. |