§ 238.-4. Perpetuity.-One of the peculiar properties of a corporation is the power of perpetual succession; for, in judgment of law, it is capable of indefinite duration. The rights and privileges of a corporation do not determine, or vary, upon the death or change of any individual members. They continue as long as the corporation endures. Corporations are sometimes said to be immortal. All that this means, or can mean, is that it has capacity to take in perpetual succession so long as the corporation exists. Immortality is a misnomer, when applied to corporations generally.'

§ 239.-5. Acceptance of Charter.-Something more than the mere grant of a charter is necessary to create a corporate body. It is necessary that the charter should be accepted, in order to give it full force and effect. The government cannot compel persons to become incorporated without their consent.

The intention of a grant of incorporation is, to confer some advantage upon the grantees. But, as the grant may be counterbalanced by the conditions which accompany it, the grant must be accepted by a majority, at least, of those who are intended to be incorporated. "Even the crown cannot oblige a man to be a corporator without his consent."

A grant of incorporation is, in fact, in the nature of a contract between the government and its subjects, the latter of whom (the corporators) undertake, in consideration of the privileges bestowed, to do what the government is interested in having done. The terms offered by the government may, therefore, be acceded to or refused by the intended body corporate; and if not acceded to, they have no binding effect.2

The acceptance of the charter may, however, be inferred from the acts of a majority of the corporators, thus dispensing with a written acceptance, or even a vote to that effect.3

It has been held that grants beneficial to corporators may be presumed to have been accepted, and an express acceptance is not necessary.

4

1 2 Kent's Com. 269; Ang. & Ames' Corp. 4, 5. . . . . .

2 Dartmouth College,

4 Wheat. 518; 1 Greenl. (Me.) R. 79; Fire Department v. Kip, 10 Wend. 266. 3 Bank of U. S. v. Dandridge, 12 Wheat. R. 71...... 4 Charles River Bridge v. Warren Bridge, 7 Pick. R. 344.

As before stated, the charter once accepted is regarded as a contract between the State and the corporators.1

As it is to be regarded a contract, no subsequent legislation can impair its obligations or change its terms, unless the right is reserved in the charter itself. This has led very generally to the introduction of a provision into acts of incorporation, reserving to the granting power the right to alter, amend, or repeal the act at pleasure.

General acts of incorporation by the legislatures of the several States are now becoming common, under which companies may organize at pleasure, and thus derive all the benefits of an incorporation without the necessity of special legislation.

A charter must be accepted, if at all, as it is offered, and without condition. There can be no partial acceptance.2

Not only must a charter be accepted unconditionally, but it cannot be accepted for a limited time. And if it has once been received, though but for an hour, or even a moment, it is conclusive and obligatory on the corporators.3

§ 240.-6. Corporate Name. It is necessary that every corporation should have a name, by which it is to sue and be sued, and do all legal acts, and under which it is to transact its busiAs a general rule corporations must take and grant by their corporate name.

ness.

Without a name, they could not perform their corporate functions, and a name is so indispensable a part of the constitution of a corporation, that if none be expressly given, one may be assumed by implication.*

A misnomer in a grant by statute, or by devise, to a corporation, does not avoid the grant, though the right name of the corporation be not used, provided the corporation really intended it to be made apparent."

A corporation has no power to change its name.

14 Wheat. 518...

6

2 Wilcock's Munic. Corp. 30; Rex v. Passmore, 3 Term

R. 240; Rex v. Cambridge, 3 Burr. 1656..... 3 Rex v. Bazey, 4 Mau. & Sel. R. 255.... 41 Black. Com. 474, 475; 1 Kyd on Corp. 234, 237, 250, 253.

5 Vansant v. Roberts, 3 Md. R. 119..

6 10 Ad. & El. N. S. 839, 844.

II.-CLASSES.

§ 241.-It is usual to recognize but two classes of corporations: sole, and aggregate; but for convenience, it is proposed to divide them into three kinds: Quasi, Sole, and Aggregate.

§ 242.-1. Quasi.-There are some persons and associations who have a corporate capacity only for particular, specified ends; but who can in that capacity sue and be sued as an artificial person. These are properly quasi corporations.'

Thus, in New York, by statute, each county, and the supervisors of a county, the loan officers and commissioners of loans, each town, and the supervisors of towns, the overseers of the poor, and superintendents of the poor, the commissioners of common schools, the commissioners of highways, and trustees of school districts, are all invested, for the purpose of holding and transmitting public property, with corporate attributes under certain limitations.

The supervisors of the county can take and hold lands for the use of the county; and all these several bodies of men are liable to be sued, and are enabled to sue in their corporate capacity. Every county and town is a body politic for certain purposes; and this is no doubt the general provision in this country, and especially in the northern States, in respect to towns.2

§ 243.-2. Sole.-A corporation ole consists, as its name implies, of a single person, or one person, to whom and his successors belongs that legal perpetuity, the enjoyment of which is denied to all natural persons. Individuals having perpetual succession, and the capacity of suing and being sued in their political character, have, uniformly, in the books of English law, been called corporations.3

The King of England is an example of a sole corporation, and so also, it is considered, are the bishops and vicars in that country.

Sole corporations, it is believed, are not common in the United States. In those States, however, where the religious

1 The Commonwealth v. Green, 4 Wharton's R. 531, 598. Com. 278..... .3 1 Kyd, 20.

establishment of the Church of England was adopted, when they were colonies, together with the common law on that subject, the minister of the parish was seized of the freehold, as parson or rector of the church, in the same manner as in England. The right of his successors to the freehold being thus established, it was not destroyed by the abolition of the regal government, nor can it be divested even by an act of the State legislature.

There are very few points of corporation law applicable to sole corporations. They cannot take personal property in succession; their corporate capacity of taking property being confined altogether to real estate.

This should be observed; that the word "successors," in making conveyance to a corporation sole, is generally as necessary for the succession of the property, as the word "heirs" is to create an estate of inheritance in a private individual.2

§ 244.-3. Aggregate.-But little has been said in reference to quasi and sole corporations, as corporations aggregate are the only kind in which the student of commercial law will be likely to feel much interest. Besides, all commercial corporations are of this kind, though all of this kind are not commercial.

The definition given at the beginning of this subject applies almost exclusively to corporations aggregate. It consists, as its name suggests, of several persons who are united in one society or association, which is continued by a succession of members.

Aggregate corporations are divisible into-1. Ecclesiastical or religious; and 2. Lay; and lay corporations are divisible into1. Eleemosynary; and 2. Civil; and civil corporations are divisible into-1. Private; and 2. Public.

§ 245.-1. Religious.-In England, this class of aggregate corporations is called ecclesiastical. Here they are called religious corporations. This is the description given to them in the statutes of New York, Ohio, and other States, providing generally for the incorporation of religious societies, in an easy and popular manner, and for the purpose of managing, with more facility and advantage, the temporalities belonging to the church and congregation.3

1 Ang. & Ames on Corporations, 19, 20, 21. 21.... 22 Kent's Com. 278 3 Id. 274

§ 246.—2. Lay.—The word lay, as applied to corporations, means, simply, not ecclesiastical. Hence, a lay corporation is one of a temporal, and not of a religious or ecclesiastical character. Lay corporations, we have seen, are divisible into eleemosynary and civil.

1. ELEEMOSYNARY.-An eleemosynary corporation is a private charity, constituted for the perpetual distribution of the alms and bounty of the founder.

In this class are ranked hospitals for the relief of poor, sick, and impotent persons, and colleges and academies established for the promotion of learning and piety, and endowed with property by public and private donations.1

2. CIVIL.—This word is used in various senses; especially in contradistinction to military or ecclesiastical, to natural or foreign. Thus we speak of a civil station as opposed to a military or an ecclesiastical station; a civil death as opposed to a natural death; and a civil war as opposed to a foreign war. Civil corporations are such as are erected for a variety of purposes of a temporal character, and are divisible into private and public.

1. Private.—A private corporation is one that is founded by private enterprise or charity. If the foundation be private, the corporation is private, however extensive the uses may be to which it is devoted by the founder, or by the nature of the institution.

A bank, for instance, whose stock is owned by private persons, is a private corporation, though its object and operations partake of a public nature, and though the government may have become a partner in the association by sharing with the corporation in the stock."

The same thing may be said of insurance, canal, bridge, turnpike, and railroad companies. The use may, in a certain sense, be called public, but the corporations are private, equally as if the franchises were vested in a single person.3

1 1 Black. Com. 471; 1 Kyd on Corp. 25-27; 1 Lord Raym. 6, 8; 1 Ves. 537; 9 Ves. jr. 405; 1 Burr. R. 200; Phillips v. Bury, 2 Term R. 353; Dartmouth College v. Woodward, 4 Wheaton R. 681.. 2 United States Bank v. Planters' Bank, 9 Wheaton R. 907

3 Bailey v. Mayor of New York, 3 Hill's