CHAPTER XIII. CORPORATIONS AND COMPANIES. We have hitherto considered persons in their natural capacities, and have treated of their rights and duties; but as all personal rights die with the person, and as the necessary forms of investing a series of individuals, one after another, with the same rights would be very inconvenient, if not impracticable, it has been found necessary, when it is for the advantage of the public to have particular rights kept on foot and continued, to constitute certain abstract bodies or artificial persons (a number of persons associated together), who may maintain a perpetual succession and enjoy a kind of legal immortality. These "artificial persons" are called bodies politic, bodies corporate, or corporations, of which, for the advancement of religion, of learning, and of commerce, a great variety subsist. w What are these " Corporations" or "Bodies Politic," and explain their Purposes and Advantages. Artificial persons established as a body for preserving in perpetual succession certain rights, which, being conferred on natural persons only, would fail in process of time by their successive deaths. When these persons are consolidated and united into a corporation, they and their successors are then in law considered as one person, and have only one will, which is collected from the votes of the majority upon any given subject affecting the general body. When a corporation is instituted, a name must be given to it, and by that name alone it must sue and be sued, and perform all legal acts. A corporation aggregate must appear by attorney, for it cannot appear in person, being invisible, and existing only in intendment and consideration of law. It must have a common seal; for a corporation cannot manifest its intentions by any personal act or verbal order. It has power to purchase lands, and hold them for the benefit of themselves and their successors; also to make byelaws for the government of the corporation. Corporations-being composed of individuals subject to human frailties are liable to deviate from the end of their institution, and for that reason the law has provided proper persons to visit, inquire into, and has given them power to correct all irregularities that arise in such corporations. Corporations, as regarded by the laws of England, may be divided into four classes :-1. Corporations existing at common law, irrespective and exclusive of statute.- -2. Municipal cor porations.3. Railway companies, canal companies, gas companies, and other companies which require special Parliamentary powers.- -4. Joint-stock companies, formed under the JointStock Companies' Acts.* One division of corporations is into aggregate and sole. A corporation aggregate consists of many persons united together into one society, and is kept up by a perpetual succession of members so as to continue for ever, of which kind are the mayor and commonalty of a city; the head and fellows of a college; the dean and chapter of a cathedral. A corporation sole consists of one person only and his successors, who are incorporated by law in order to give them some legal capacities and advantages, particularly that of perpetuity, which in their natural persons they would not have had. this sense, the Sovereign is a sole corporation; so is a bishop, and so is a parson or vicar. In Another division of corporations, either sole or aggregate, is that of ecclesiastical and lay. Ecclesiastical corporations are those where not only the members that compose them are entirely spiritual persons, but where the objects of the institutions are spiritual. These are for the furtherance of religion, and perpetuating the * See 25 & 26 Vict., c. 89; 30 & 31 Vict., c. 131. CORPORATIONS AND COMPANIES. 103 rights of the Church. Lay corporations are of two sorts, civil and eleemosynary. The civil are such as are instituted for various temporal purposes. The Sovereign, for instance, is made a corporation, to prevent the possibility of an interregnum or vacancy of the Throne, and to preserve the possessions of the Crown entire. A lay corporation may be created for the good government of a town or particular district, as a mayor or commonalty, bailiff and burgesses, and the like. Some lay corporations have been instituted for the advancement and regulation of manufactures and commerce, and some for better carrying on of divers special purposes; as churchwardens, who are incorporated for the preservation of the goods of the parish; the Royal College of Physicians and Royal College of Surgeons in London, for the improvement of the medical science, &c. Among others, the general corporate bodies of the Universities of Oxford, Cambridge, and Durham must be ranked, for it is clear they are not purely spiritual or ecclesiastical corporations, not having been established for spiritual purposes, and being composed of more laymen than clergymen. An eleemosynary corporation is such as has been constituted for the perpetual distribution of the free alms or bounty of its founder to such persons as he may have directed. Of this kind are hospitals, colleges for the promotion of education and learning, and others of a like nature. The consent of the Crown, either impliedly or expressly given, is necessary to the establishment of any of these corporations; but all or most of them are regulated by legislative enactments. A corporation may be dissolved by Act of Parliament; by the natural death of all its members in case of an aggregate corporation; by surrender of its franchises into the hands of the Crown; and by forfeiture of its charter through negligence or abuse of its franchises. Municipal corporations, consisting of a mayor and commonalty, are institutions intended for the government of towns, for the preservation of order, and for the liberties of their inhabitants.* Railway companies, gas, canal, and other companies require for their constitution special Parliamentary powers, to obtain by *See 22 Vict., c. 35. compulsory process the possession of land, houses, &c., and to hold them for the purposes of the corporation. Joint-stock companies, a modern creation, are quasi-corporations, and are regulated by the Companies' Act, 1862, and the Companies' Act, 1867.* These companies differ from corporations, inasmuch as the property of the company is divided into shares, of which each member holds one or more, and which he may transfer to any other person, who, on the completion of the transfer, becomes a member of the association. Each member of the company is liable for its debts, unless the company be limited, in which case he is only liable to the amount of capital not called up on the shares which he holds in it. There are statutory provisions for the dissolution of the company by winding it up voluntarily, or compulsorily in the Court of Chancery, when it fails to meet its obligations. The general duties of all bodies politic, considered in their corporate capacity, may, like those of natural persons, be reduced to this single one-that of acting up to the end or design, whatever it may be, for which they were created by their founders or by Parliament. Where this, from the altered state of circumstances or other causes, cannot be done, the Court of Chancery will administer the property on the doctrine of cy près; that is, will direct a reference to inquire what objects are nearest to such express objects, and will direct the application of the trust funds to such objects. * See 25 & 26 Vict., c. 89; and 30 & 31 Vict., c. 131. |