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cause the whole interest and franchises are given for the public use and advantage. Such corporations are to be governed according to the laws of the land. The validity and justice of their private laws are examinable in the courts of justice; and if there be no provision in the charter how the succession shall continue, the law supplies the omission, and says it shall be by election. But private and particular corporations, founded and endowed by individuals for charitable purposes, are subject to the private government of those who are the efficient patrons and founders. If there be no visitor appointed by the founder, the law appoints the founder himself, and his heirs, to be the visitors. This visitatorial power arises from the property which the founder assigned to support the charity; and as he is the author of the charity, the laws give him and his heirs a visitatorial power; that is, an authority to inspect the actions and regulate the behavior of the members that partake of the charity. This power is judicial and supreme, but not legislative. He is to judge according to the statutes and rules of the college or hospital; and it was settled, by the opinion of Lord Holt, in the case of Philips v. Bury, (and which opinion was sustained and affirmed in the House of Lords,) that the decision of the visitor (whoever he might be) was final, and without appeal, because the doctrine is, that the founder reposes in him entire confidence that he will act justly. (a) In most cases of eleemosynary establishments, the founders do not retain this visitatorial power in themselves, but assign or vest it in favor of some certain specified trustees or governors of the institution. It may even be inferred, from the nature of the duties to be performed by the corporation or trustees for the persons interested in the bounty, that the founders or donors of the charity meant to vest the power of visitation in such trustees. This was the case with Dartmouth College, according to the opinion of the SuCourt preme * of the United States, in the case of Dartmouth College v. Woodward. (a) Where governors or

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(a) In Shipley's case, who was expelled from his college in Oxford University for publishing a libel and being guilty of general immorality, he appealed to the king as visitor, and the appeal was heard before Lord Chancellor Camden. The judgment of the chancellor was most masterly, and the decree of the dean and chapter was reversed, as most arbitrary and unjust, and contrary to the "first principles of common justice." Campbell's Lives of the Lord Chancellors, vol. v. 364.

(a) 4 Wheaton, 518.

trustees are appointed by a charter, according to the will of the founder, to manage a charity, (as is usually the case in colleges and hospitals,) the visitatorial power is deemed to belong to the trustees in their corporate character. (b).

The visitors of an incorporated institution are a domestic tribunal, possessing an exclusive jurisdiction, from which there is no appeal. It is an ancient and immemorial right given by the common law to the private founders of charitable corporations, or to those whom they have nominated and appointed to visit the charities they called into existence. The jurisdiction is to be exercised within the bosom of the corporation, and at the place of its existence. (c) Assuming, then, (as is almost universally the fact in this country,) that the power of visitation of all our public charitable corporations is vested by the founders and donors of the charity, and by the act of incorporation, in the governors or trustees who are the assignees of the rights of the founders, and stand in their places, it follows that the trustees of the college may exercise their visitatorial power in sound discretion, and without being liable to any supervision or control so far as respects the government and discipline of the institution, and so far as they exercise their powers in good faith, and within the limits of the charter. They may amend and repeal the by-laws and ordinances of the corporation, remove its officers, correct abuses, and generally superintend the management of the trust. (d)

This power of visitation Lord Hardwicke admits to be a power salutary to literary institutions; and it arose from the right which every donor has to dispose, direct, and regulate his own property as he pleases; cujus est dare ejus est disponere.

(b) Story J., in 4 Wheaton, 674, 675. 1 Blacks. Com. 482. Case of Sutton's Hospital, 10 Co. 33 a. b. Philips v. Bury, supra. Green v. Rutherforth, 1 Vesey, 462. Attorney-General v. Middleton, 2 Vesey, 327.

(c) The visitor is to proceed, whether, upon a general visitation or a particular appeal summarie, simpliciter, et de plano sine strepitu aut figura judicii, per Lord Mansfield, in The King v. The Bishop of Ely, 1 Blacks. 82.

(d) The visitatorial power is applied to control and correct abuses, and to enforce a due observance of the statutes of the charity; and it is not a power to revoke the gift, or change its uses, or to devest the rights of the parties to the bounty. Where the power is vested in trustees, it is an hereditament founded in property, and there can be no amotion of them from their corporate capacity, or interference with the just exercise of their power, unless it be reserved by the statutes of the foundation or charter, except in chancery for abuse of trust. Allen v. McKeen, 1 Sumner, 276.

*303 *Though the king or the state be the incipient founder, (fundator incipiens,) by means of the charter or act of incorporation, yet the donor or endower of the institution with funds is justly termed the perficient founder, (fundator perficiens ;) and it was deemed equitable and just at common law that he should exercise a private jurisdiction as founder in his forum domesticum over the future management of the trust. (a)1 But as this visitatorial power was in its nature summary and final, and therefore liable to abuse, Lord Hardwicke was not disposed to extend it in equity. It is now settled that the trustees or governors of a literary or charitable institution, to whom the visitatorial power is deemed to vest by the incorporation, are not placed beyond the reach of the law. As managers of the revenues of the corporation, they are subject to the general superintending

power of the Court of Chancery, not as itself possessing a *304 visitatorial power or right to control the charity, but as

possessing a general jurisdiction in all cases of an abuse of trust, to redress grievances, and suppress frauds. Where a corporation is a mere trustee of a charity, a court of equity will yet go further; and though it cannot appoint or remove a corporator,

(a) The case of Sutton's Hospital, 10 Co. 33 a. Green v. Rutherforth, 1 Vesey, 472. The institution of Sutton's Hospital Lord Coke extolled as a work of charity surpassing any foundation "that ever was in the Christian world, or that was ever seen by the eye of time." (Pref. to 10 Co.) The founder was Thomas Sutton, and his object was to establish a hospital for the relief of such poor, aged, maimed, needy, and impotent military men, and captives in war, and other persons, as should be deemed fit objects; and to establish a free school for the maintenance and education of poor children in good literature; and provision was likewise to be made for the maintenance of religious instruction in the hospital, under the superintendence of a grave and learned divine, His real estate appropriated consisted of the charter-house in the county of Middlesex, and twenty acres of land, yielding, when Lord Coke reported the case, an annual income of £3,500 sterling, and which he said would shortly be £5,000. This charitable purpose was aided and carried into effect by a liberal charter from King James; and the most illustrious names in England were nominated by the founder, and inserted in the charter, as governors; and the charter received, on discussion, the sanction of all the judges in the Exchequer Chamber. Such a case reflected lustre on that age; and, considering it under all its circumstances, it was preeminent for the benevolence of its object as well as for the munificence of the donation.

If the property is given absolutely, unless the donors are actually the founders, they will have no right of visitation. Kemper v. Trustees of Lane Seminary, 17 Ohio, 293.

it will, in a case of gross fraud, or abuse of trust, take away the trust from the corporation, and vest it in other hands. (a)

There is a marked and very essential difference between civil and eleemosynary corporations on this point of visitation. The power of visitors, strictly speaking, extends only to the latter; for though in England it is said that ecclesiastical corporations are under the jurisdiction of the bishop as visitor, yet this is not that visitatorial power of which we have been speaking, and which is discretionary, final, and conclusive. It is a part of the ecclesiastical polity of England, and does not apply to our religious corporations. The visitatorial power, therefore, with us, applies only to eleemosynary corporations. Civil corporations, whether public, as the corporations of towns and cities, or private, as bank, insurance, manufacturing, and other companies of the like nature, are not subject to this species of visitation. They are subject to the general law of the land, and amenable to the judicial tribunals for the exercise and the abuse of their powers. (b) The way in which the courts exercise common-law jurisdiction over all civil corporations, whether public or private, is by writ of mandamus, and by information in the nature of quo warranto. (c) It is also well understood, that the Court of Chancery has a jurisdiction over charitable corporations for breaches of trust. It has been much questioned whether it had any such jurisdiction over any other corporations than such as were held to charitable uses. The better opinion seems, however, to be, that any corporation, chargeable with trusts, may be inspected, controlled, and *305 held accountable, in chancery, for an abuse of such trusts.1

Ex

Vesey Jr., 42.
The strict principles

(a) Attorney-General v. Governors of the Foundling Hospital, 2 parte Greenhouse, 1 Madd. Ch. 92. Story J., 4 Wheaton, 676. and watchful care of chancery, in respect to corporations acting as trustees of charities and charitable funds, and in respect to free schools and all other charitable foundations, are announced with much force in the late English cases, as, see Attorney-General v. Atherstone Free School, 3 Myl. & K. 544; Attorney-General v. Mayor of Newbury. Ibid. 647.

(b) 1 Blacks. Com. 480, 481.

(c) 2 Kyd on Corporations, 174. The remedies against private corporations aggregate for neglect or breach of duty, by the writ of mandamus, and by information in the nature of a quo warranto, are treated at large, and with the most full and satisfactory reference to authorities, ancient and modern, English and American, in Angell & Ames on Corporations, ch. 20 and 21, 3d edit.

1 Dallgars v. Rivaz, 28 Beavan 233. As to the rights of visitors, and the power of the Court of Chancery over them, see Nelson v. Cushing, 2 Cush. 519.

With that exception, the rule is understood to be, that all corporations are amenable to the courts of law, and there only, according to the course of the common law, for nonuser or misuser of their franchises. (a)

V. Of the dissolution of corporations.

A corporation may be dissolved, it is said, by statute; by the natural death or loss of all the members, or of an integral part; by surrender of its franchises; and by forfeiture of its charter, through negligence or abuse of its franchises. (b) 2

This branch of the subject affords matter for various and very interesting inquiries.

In respect to public or municipal corporations, which exist only for public purposes, as counties, cities, and towns, the legislature, under proper limitations, have a right to change, modify, enlarge, restrain, or destroy them; securing, however, the property for the uses of those for whom it was purchased. (c) A public corporation, instituted for purposes connected with the administration of the government, may be controlled by the legislature, because

(a) Attorney-General v. Utica Insurance Company, 2 Johns. Ch. 384-390. 1 Vesey, 468. 2 Atk. 406, 407. 3 Mer. 375. 4 Wheaton, App. 20, 21 Attorney-General v. Mayor of Dublin, 1 Bligh N. S. 312. Sanderson v. White, 18 Pick. 328. Angell & Ames on Corporations, 3d edit. ch. 19. The New York Revised Statutes, vol. ii. p. 462, have given to the chancellor jurisdiction over the directors and other trustees of corporations, to compel them to account, and to suspend their powers when abused, and to remove any trustee or officer for gross misconduct, and to restrain and set aside alienations of property made by them contrary to law or the purposes of their trust. The power may be exercised as in ordinary case, on bill or petition, at the instance of the attorney-general, or a creditor, director, or trustee of the corporation; and these equity powers exist in the Court of Chancery, notwithstanding the like visitatorial powers may reside elsewhere. Ibid. sec. 34.

(b) 1 Blacks. Com. 485. Angell & Ames on Corporations, ch. 22, 3d edit. In this country, to dissolve a private corporation (1.) By statute, there must be a power for that purpose reserved in the statute or charter creating it; (2.) If by surrender, there must be an acceptance; (3) A loss of an integral part of the corporation, so that the exercise of corporate power cannot be restored, will work a dissolution; (4.) A forfeiture for nonuser or misuser must be by the judgment of a court of law. Penobscot Boom Corporation v. Lamson, 16 Maine, 224. Hodsdon v. Copeland, Ibid. 314.

(c) Story J., 9 Cranch, 52. Greenleaf's Evidence, sec. 331. The People v. Wren, 4 Scam. 269.

2 In Mass., by Stat. 1852, c. 55, a majority in number of the corporation may petition the Supreme Court, which, after notice to all parties interested, may, for reasonable cause, dissolve the corporation.