At last, in the case of the King v. Richardson, (d) the question was fully and at large discussed in the K. B.; and the court decided that the power of amotion was incident and necessary for the good order and government of corporate bodies, as much as the power of making by-laws. But this power of amotion, as the court held in that case, must be exercised for good cause; and it must be for some offence that has an immediate relation to the duties of the party as a corporator; for as to offences which have no immediate relation to his corporate trust, but which render a party infamous and unfit for any office, they must be established by indictment and trial at law before the corporation can expel for such a cause. In the case of The Commonwealth v. St. Patrick Society, (e) while it was admitted to be a tacit condition annexed to the corporate franchise that the members would not oppose or injure the interests of the corporate body, and that expulsion might follow a breach of the condition; yet it was adjudged, that without an express power in the charter, no member could be disfranchised unless he had been guilty of some offence which either affected the interests or good government of the corporation, or was indictable by the law of the land, and of which he had been convicted. If there be no special provision on the subject in the charter, the power of removal of a member for just cause resides in the whole body. (a) But a select body of the corporation may possess the power, not only when given by charter, but in consequence of a by-law made by the body at large; for the body at large may delegate their powers to a select body as the representative of the whole community. (b) 1

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* 298

The cases do not distinguish clearly between disfranchisement and amotion. The former applies to members, and the latter only to officers; and if an officer be removed for good cause, he may still continue to be a member of the corporation. (c) Disfranchisement is the greater power, and more formidable in its application; and in joint stock or moneyed corporations no stockholder

(d) 1 Burr. 517.

(e) 2 Binney, 441. See, also, to S. P., Willcock on Mun. Corporations, 271. (a) The King v. Lyme Regis. Doug. 149. Willcock on M. C. 246.

(b) Ibid. and 3 Burr. 1837.

(c) Angell & Ames on Corporations, 404, 3d edit.

1 People v. Higgins, 15 Ill. 110.

can be disfranchised, and thereby deprived of his property or interest in the general fund, by any act of the corporators, without at least an express authority for that purpose; (d) and unless an officer be elected and declared to hold during pleasure, the power of amotion, as well as of disfranchisement, ought to be exercised in a just and reasonable manner, and upon due notice and opportunity to be heard. (e).

(10.) Corporate powers strictly construed.

The modern doctrine is to consider corporations as having such powers as are specifically granted by the act of incorporation, or

*

as are necessary for the purpose of carrying into effect the *299 powers expressly granted, and as not having any other.1 The Supreme Court of the United States declared this obvious doctrine, (a) and it has been repeated in the decisions of

(d) Ibid. 405. Bagg's case, 11 Co. 99.

(e) The Commonwealth v. Penn. Beneficial Institution, 2 Serg. & Rawle, 141. But the power of disfranchisement and amotion is to be exercised by the corporation at large, unless it be by charter expressly confided to a particular person or select body. Angell & Ames on Corporations, 423, 3d edit. In this last edition of Messrs. Angell & Ames, the cases in which the power of amotion or disfranchisement may be or be not exercised, are collected and reviewed; pp. 408, 424, ch. 12. The acceptance of another incompatible office does not operate as an absolute avoidance of the former, in any case where the party could not devest himself of that office by his own act, without the concurrence of another. King v. Patteson, 4 Barn. & Adol. 1.

(a) Head & Amory v. The Providence Insurance Company, 2 Cranch, 167. Mar

1 Plank Road Co. v. Douglass, 5 Seld. 444. Commonwealth v. E. & N. E. R. R. 27 Penn. 339. Russell v. Topping, 5 McL. 194. Perrine v. C. & D. Canal Co. 9 How. U. S. 172. Metropolitan Bank v. Godfrey, 23 Ill. 579. And the powers of a corporation are strictly confined to the jurisdiction creating it; and therefore, if one state authorized the erection of a bridge, one end of which extends into another state, the corporation cannot collect toll of those who pass only the part of the bridge situated in the other state. Middle Bridge Corporation v. Marks, 26 Maine, 326. See, also, Miller v. Ewer, 27 Maine, 509; Freeman v. Machias W. P. & M. Co. 38 Maine, 343. In these cases it was held, that all the proceedings of a meeting of the corporators held out of the state were void. An agreement by a Plank Road Co. in N. Y. to purchase its own stock, was held against public policy and void. Barton v. Pl. Rd. Co. 17 Barb. (N. Y.) 397. The right of a corporation to subscribe to stock in another corporation, organized for a different purpose, was denied in Savings Bank v. Meriden Agency Co. 24 Conn. 159. See, also, Hodges v. N. E. Screw Co. 1 R. I. 312; 3 Ibid. 9; Sumner v. Marcy, 3 Wood. & Minot, 105. But a corporation may enter into a partnership with an individual for the purposes connected with its legitimate business. Catskill Bank v. Gray, 14 Barb. (N. Y.)471. Charters of private corporations are to be construed strictly. Auburn and Cato Plank Road Co. v. Douglass, 5 Seld. (N. Y.) 444. And see Commonwealth v. Erie & N. E. R. R. Co. 27 Penn. 339; Mead v. Keeler, 24 Barb. (N. Y.) 20; Berry v. Yates, Ibid. 199.

the state courts. (6) No rule of law comes with a more reasonable application, considering how lavishly charter privileges have been granted. As corporations are the mere creatures of law, established for special purposes, and derive all their powers from the acts creating them, it is perfectly just and proper that they should be obliged strictly to show their authority for the business they assume, and be confined in their operations to the mode, and manner, and subject-matter prescribed. (c) The modern language

shall, C. J., 4 Wheaton, 636. Beaty v. Lessee of Knowler, 4 Peters U. S. 163. Ta ney C. J., in the case of the Bank of Augusta v. Earle, 13 Peters U. S. 587. Runyon, v. Coster, 14 Ibid. 122. Story J., in the case of the Bank of the U. S. v. Dandridge, 12 Wheaton, 68.

(b) The People v. Utica Insurance Company, 15 Johns. 358, 383. 19 Ibid. 1, S. P. The N. Y. Firemen Insurance Company v. Ely, 5 Conn. 560. The N. Y. Firemen Insurance Company v. Sturges, 2 Cowen, 664, 675. The N. R. Ins. Co. v. Lawrence, 3 Wendell, 482. Savage C. J., N. R. F. Ins. Co. v. Ely, 2 Cowen, 709. Life and Fire Ins. Co. v. Mechanic Fire Ins. Co. 7 Wendell, 31. First Parish in Sutton v. Cole, 3 Pick. 232. The State v. Stebbins, 1 Stewart (Ala.) 299. Berlin v. New Britain, 9 Conn. 180. Angell & Ames on Corporations, 239, 2d edit. The New York Revised Statutes, vol. i. p. 600, sec. 3, have declared that no corporation shall possess or exercise any corporate powers not expressly given by statute, or by its charter, except such as shall be necessary to the exercise of the powers so enumerated and given. The case of Sharp v. Speir, and Sharp v. Johnson, 4 Hill (N. Y.) 76, 92, are samples of the very strict and even stringent construction of the powers and proceedings of municipal corporations in respect to assessments, taxation, and sales of private property. By the New York Revised Statutes, 3 edit., vol. i. pp. 893, 894, all associations for banking purposes, and all banking operations unauthorized by law, are prohibited under a penalty. The prohibition extends equally to foreign corporations exercising business of banking in this state.

(c) Corporate acts must not only be authorized by the charter, but those acts must be done by such officers or agents, and in such manner, as the charter authorizes. Taney C. J., in the Bank of Augusta v. Earle, 13 Peters, U. S. 587.

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2 If the officers have unreasonably neglected to compel an assessment, the general funds of the corporation will be liable, otherwise not. Cumming v. The Mayor of Brooklyn, 11 Paige 596. Lake v. The Trustees of Williamsburgh, 4 Denio, 520.

3 As to what will amount to keeping an office for banking purposes by a foreign corporation, see Taylor v. Bruen, 2 Barb. Ch. 301. It seems that the negotiable securities of foreign corporations, valid on their face, will be upheld in the hands of bonâ fide holders, without notice, though put in circulation in violation of the charter of the corporation, and of the laws of the state where issued. Stoney v. American L. Ins. Co. 11 Paige, 635.

4 In the matter of Flatbush Avenue, &c., 1 Barb. (N. Y.) 286. 3 Ibid. 275.

A power to erect a bridge will authorize the purchase of one already erected. Thompson v. The (N. Y.) & H. R. R. Co. 3 Sandf. Ch. 625. See, also, Halstead v. Mayor of N. Y. 5 Barb. (N. Y.) 218. In this case, a draft drawn by the Corporation of N. Y., was held void in the hands of a bonâ fide holder; the power to draw being conditional, and the charter a public act. S. C. 3 Comst. 430.

of the English courts is to the same effect; (d) and in a recent case (e), it was observed, that a corporation could not bind themselves for purposes foreign to those for which they were established. Where a corporation was created for purposes of trade, it resulted necessarily that they must have power to accept bills and issue notes. But if a company be formed, not for the purposes of trade, but for other purposes, as, for instance, to supply water, the nature of their business does not raise a necessary implication that they should have power to make notes and issue bills; and it seemed to be doubted whether there must not be an express authority to enable them to do it. The acts of corporation agent are construed with equal strictness; and it is the doctrine, that though a deed be signed by the president and cashier of a corpo

ration, and be sealed with its corporate seal, yet the courts * 300 may look beyond the seal, * and if it be affixed without the authority of the directors, and that fact be made affirmatively to appear, the instrument is null and void. (a) 1

(d) Dublin Corporation v. Attorney-General, 9 Bligh, N. S. 395.

(e) Broughton v. The Manchester Water Works Company, 3 B. & Ald. 1.

(a) The Mayor and Commonality of Colchester v. Lowten, 1 Ves. & Beames, 245. Tilghman, C. J., in the case of St. Mary's Church, 7 Serg. & Rawle, 530. Leggett v.

But power to execute works incidental to main purpose will be presumed if exercised bonâ fide. Wright v. Scott, 34 E. L. & Eq. 1. Their powers cannot be enlarged by user. National G. M. Co. v. Donald, 4 Hurl. & Nor. 8.

See Clarke v. School District, 3 R. I. 199. But a bank may not make an accommodation indorsement. Bank of Genesee v. Patchin Bank, 3 Kernan, 309.

7 Mining companies have no implied authority to borrow money. Hawtayne v. Bourne, 7 . M. & W. 595. Ricketts v. Bennett, 4 Com. B. (56 Eng. C. L.) 686. Law J. R. (N. S.) C. P. 17. Aliter as to banking companies. Bank of Australasia v. Bank of Australia, 12 Jurist, 189. Burmester v. Norris, 8 Eng. L. & Eq. 487. But the manager of a mine has authority to incur debts for wages and goods necessary to carry on the mine; and shareholders making bonâ fide advances of money, necessary to carry on the mine, will be allowed such advances. German Mining Company, in re, 19 Eng. L. & Eq. 591. Moss v. McCullough, 7 Barb. (N.Y.) 279. Sackett's Harbor Bank v. Lewis County Bank, 11 Barb. (N. Y.) 213. N. Y. L. I. & T. Co. v. Beebe, 3 Seld. 364. Mead v. Keeler, 24 Barb. (N. Y.) 20. Berry v. Yates, 24 Barb. (N. Y.) 199. A plank-road company has no implied authority to loan money. Madison, &c., Plank Road Co. v. Watertown, &c., P. R. Co. 5 Wis. 173. A power to purchase carries with it a power to purchase on credit and give acknowledgments therefor. Ketchum v. Buffalo, 4 Kernan, (14 N. Y.) 356.

1 It is held, in 1 Seld. 320, Hoyt v. Thompson, (reversing the decision of the court below, Sandf. N. Y. 416,) that where the charter intrusts the management of a corporation to a board of directors, the president and cashier, unless specially authorized, have no power to assign the choses in action of the company as security for a precedent debt. Nor can the stockholders act, the power being by the charter placed in the directors. Conroy v. Port Henry Iron Co. 12 Barb. (N. Y.) 27.

IV. Of the visitations of corporations.

I proceed next to consider the power and discipline of visitations to which corporations are subject. It is a power applicable only to ecclesiastical and eleemosynary corporations; (b) and it is understood that no other corporations go under the name of eleemosynary but colleges, schools, and hospitals. (c) The visitation of civil corporations is by the government itself, through the medium of the courts of justice. And in the case of the failure or want of a visitor over a private eleemosynary foundation, the duties of a visitation devolve, in England, upon the crown, and are exercised at the present day, not by the K. B., but by the Lord Chancellor in his visitorial capacity. (d) As it has been determined in New York, (e) that the chancellor cannot act in a visitorial character, the jurisdiction in such a case would revert to the courts of law, according to the ancient English practice, to be exercised under common-law process. (f)

To eleemosynary corporations, a visitatorial power is attached as a necessary incident. The nature and extent of this power were well explained by Lord Holt, in his celebrated judgment in the case of Philips v. Bury. (g) If the corporation be public, in the strict sense, the government * has the sole right, 301 as trustee of the public interest, to inspect, regulate, control, and direct the corporation, and its funds and franchises, be

N. J. Man. and Banking Co. Saxton, 541. Every act of a public body acting under statute authority, which is to devest an owner of his property for any public purpose, without his consent, is to be strictly and rigidly construed. Van Wickle v. Railroad Company, 2 Green (N. J.) 162. The King v. Bagshaw, 7 Term Rep. 363. The King v. Mayor of Liverpool, 4 Burr. 2244. Rex v. Croke, Cowp. 26. Westervelt v. Corporation of New York, 2 Hoff. Ch. See, also, ante, p. 301, the cases of Sharp v. Speir, and of Sharp v. Johnson. There is a very valuable discussion on the nature, power, and restriction of the transfer of corporate stock in ch. 16 of Angell & Ames on Corporations, 3d edit. p. 499, and the numerous American cases are there cited and examined. The subject is rather of too practical a nature to admit, in a work of this character, of a digest of the many and nice distinctions, and I must refer the student to the treatise itself.

(b) 1 Blacks. Com. 480. 2 Kyd on Corp. 174.

(c) 1 Woodd. Lec. 474.

(d) The Attorney-General v. Dixie, 13 Vesey, 519. The Same v. Clarendon, 17 Idem, 491.

(e) Auburn Acadeiny v. Strong, 1 Hopk. Ch. 278.

(f) Rex. v. Bishop of Chester, Str. 797.

(g) Skinner, 447. 1 Lord Raym. 5, S. C. 2 Term Rep. 346.