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ular form of words requisite to create a corporation. A grant to a body of men to hold mercantile meetings, has been held to confer a corporate capacity. (a) A grant of lands to a county or hundred, rendering rent, would create them a corporation for that single intent, without saying, to them and their successors. (b)

There is no doubt that corporations as well as other private

rights and franchises, may also exist in this country *277 * by prescription; which presupposes, and is evidence of a grant, when the acts and proceedings on which the presumption is founded could not have lawfully proceeded from any other source. (c) It requires the acceptance of the charter to create a corporate body; for the government cannot compel persons to become an incorporated body without their consent, or the consent of at least the major part of them. (d)1 The acceptance may in many cases, be inferred from the acts of the majority of the corporators; and a written instrument, or vote of acceptance, is not indispensable. (e)

(a) The case of Sutton's Hospital, 10 Co. 27, 28, 30. 1 Rol. Abr. tit. Corporation F. Denton r. Jackson, 2 Johns. Ch. Rep. 325.

(b) Dyer's Rep. 100 a, pl. 70, cited as good law by Lord Kenyon, in 2 Term Rep. 672. 1 Rol. Abr. tit. Corporation, F. 3, 4. Angell & Ames on Corporations, 3d edit. 64. There is no doubt that the grant or statute creating a corporation, to give it operation, may be accepted by the grantees or a majority of the corporation, for a grant of a corporation is in the nature of a contract, and requires a mutual concurrence of wills. Angell & Ames on Corporations, 3d edit. 67-72. Their acceptance or consent may be implied from circumstances. Bank of the United States v. Dandridge, 12 Wheaton, 70.

(c) Dillingham v. Snow, 3 Mass. Rep. 276. Stockbridge v. West Stockbridge, 12 ibid. 400. Hager's Town Turnpike Co. v. Creeger, 5 Harr. & Johns. 122. Greene v. Dennis, 6 Conn. Rep. 302. Angell & Ames on Corporations, 57-59, 3d edit.

(d) Yates, J., 4 Burr. Rep. 2200. Lord Kenyon, 3 Term Rep. 240. Ellis v. Marshall, 2 Mass. Rep. 269. Lincoln and Ken. Bank v. Richardson, 1 Greenleaf's Rep. 79.

(e) Charles River Bridge v. Warren Bridge, 7 Pick. Rep. 344, Parker, Ch. J., and Wilde, J. Bank of U. S. v. Dandridge, 12 Wheaton, 70, 71.

Haslet v. Wotherspoon, 1 Strobh. Eq. 209. Goddard v. Pratt, 16 Pick. R. 412. A corporation can derive no advantage from an act which it does not accept. Green v. Seymour, 3 Sandf. Ch. R. 285. It is held, in England, by the exchequer chamber, reversing the judgment of the Queen's Bench, that a railway company, incorporated by act of parliament, and authorized to form a line of railway, were not obliged to make the railway; nor did the company, by making part of the line, oblige themselves to make the remainder. York & N. M. R. Co. v. Regina, 18 Eng. L. & Eq. 199. S. C. 16 id. 299.

III. Of the powers and capacities of corporations. When a corporation is duly created, many powers, rights, and capacities are attached to it. Some of them are deemed to be necessarily and inseparably incident to a corporation by tacit operation, without an express provision; though it is now very generally the practice to specify, in the act or charter of incorporation, the powers and capacities with which it is intended to endow the corporation.

(1.) Of their ordinary powers.

The ordinary incidents to a corporation are, 1. To have perpetual succession, and of course, the power of electing members in the room of those removed by death or otherwise; 2. To sue and be sued, and to grant and to receive by their corporate name; 3. To purchase and hold lands and chattels; 4. To have a common seal; *5. To make by-laws for *278 the government of the corporation; 6. The power of amotion, or removal of members. Some of these powers are to be taken, in many instances, with much modification and restriction; and the essence of a corporation, according to Mr. Kyd, consists only of a capacity to have perpetual succession, under a special denomination, and an artificial form, and to take and grant property, contract obligations, and sue and be sued, by its corporate name, and to receive and enjoy, in common, grants of privileges and immunities. (a) According to the doctrine of Lord Holt, (b) neither the actual possession of

(a) 1 Kyd on Corp. 13, 69, 70. Blackstone says that the first five incidents mentioned in the text are inseparably incident to every corporation aggregate. The New York statute also declares, that there are powers which vest in every corporation without being specified. 1 Blacks. Com. 475. N. Y. Revised Statutes, vol. i. p. 599. But in the case of Sutton's Hospital, 10 Co. 30 b, 31, a, it was held that to make ordinances or by-laws, was not of the essence of a corporation, and no doubt a valid corporation may be created by law, without any other essential attributes than those mentioned by Kyd.

(b) The King v. The City of London, Skinner's Rep. 310. A gift of personal property, or of the proceeds, rents, and profits of real estate in trust to be paid over to a corporation, is good. Wright v. Trustees of Meth. Epis. Church, 1 Hoffman's Ch. Rep. 217.

'By an act of New York, (Laws of 1848,) p. 305, the impression of the seal of an incorporation on paper, is valid as if made on wax. So in Mass. Laws 1855, c. 223. Such a seal was held good at common law in Allen v. Sullivan R. R. Co. 32 N. H. 446.

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property, nor the actual enjoyment of franchises, are of the essence of a corporation. (a)

(2.) Of quasi corporations.

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. (b) 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 sub modo. 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. (c) Every county and town is a body politic for cer

(a) The general rule is, that every corporation has a capacity to take and grant property and to contract obligations. But these general powers incident at common law, are restricted by the nature and object of the institution, and in pursuance thereof it may make all contracts necessary and useful in the course of the business it transacts, as means to enable it to effect such object, unless prohibited by law or its charter. To attain its legitimate object it may deal precisely as an individual who seeks to accomplish the same end. It may contract for labor and materials, and make purchases, and borrow money for such objects, and give notes, bonds, and mortgages towards payment. The decisions are numerous on this subject. See 1 Cowen's R. 513. 3 Wendell's R. 96. 5 id. 590. 2 Hill's N. Y. R. 265. 9 Paige R. 470. 1 Watts's R. 385, and especially the case of Barry v. Merchants' Exchange Company, 1 Sandford's Ch. R. 280, where these general corporate powers are liberally consid ered and established in the able and learned judgment of the assistant vice-chancellor. It is further established that the capital stock of the corporation mentioned in its charter, is not per se a limitation of the amount of property, either real or personal, which it may own. It may divide its profits among the stockholders, at such times and to such amount as the directors may deem expedient. Instead of dividing the profits, they may, in their discretion, suffer the surplus of profits to accumulate beyond their original capital, as the interest of the institution shall appear to dictate. There is no restriction by law, except by special statutes in specific cases, in the amount of credit which moneyed corporations may create by the use of corporate capital. Barry v. Merchants' Exchange Company, ubi supra.

(b) Gibson, Ch. J., The Commonwealth v. Green, 4 Wharton's Rep. 531, 598. (c) N. Y. R. S. vol. ii. p. 473. See, also, the statute laws of the several states, in pari materia. N. Y. R. S. 3d edit. vol. i. 384, 385, 416.

tain purposes, and this is no doubt the general provision in this country, and especially in the northern states, in respect to towns. (a) So, at common law, every parish or town was a corporation for local necessities, and the inhabitants of a county or hundred might equally be incorporated for special

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ends. (b) In short, the English law affords many, and *279 our American law more numerous examples, of persons

and collective bodies of men endowed with a corporate capacity, in some particulars declared, and without having in any other respect the capacities incident to a corporation. (c)

(a) N. Y. R. S. vol. i. pp. 337, 364. Statute Laws of Ohio, 1831. Revised Statutes of Massachusetts, 1836. Revised Statutes of Indiana, 1838. R. S. of New Jersey, 1847, tit. 6, ch. 20.

(b) Hobart, 242. Chamberlain of London's case, Co. 63. Rogers v. Davenant, 1 Mod. Rep. 194. Dyer's Rep. 100. Lord Kenyon, 2 Term Rep. 672. In Massachusetts, by immemorial usage, the inhabitants of towns charged by law with the performance of duties, are held to be individually liable in their property, though sued by a collective name as a corporation. The same rule applies to parishes and school districts. Gaskill v. Dudley, 6 Metcalf, 546. In the case of Beardsley v. Smith, 16 Conn. R. 368, it was adjudged, after a thorough discussion, that the individual property of the citizens of the city of Bridgeport, and the citizens individually, were liable, on execution, for the debts of the corporation. It was shown, in that case, to be the immemorial usage, and uniformly supported by judicial decisions throughout New England, that the inhabitants of towns and other municipal communities of corporations and quasi corporations, were liable in their persons and property for the debts of the towns or corporations, by taxation or execution; and numerous cases were referred to by the court in confirmation of the doctrine, as in 7th and 14th Mass. 19 Pickering, 1 Greenleaf, 5th, 6th, and 10th Conn. Reports, and by analogous cases and practice in 2 Term, 660, 2 Russ. 45, 11 East, 77. See supra, p. 274, n. to S. P. But this personal responsibility does not extend to the members of voluntary associations of ecclesiastical societies, unless so subjected by the provisions of its charter. They are private and not a municipal or quasi corporation, compelled by law, like towns, cities, and school districts, to assume duties and contract debts. Jewett v. The Thames Bank, 16 Conn. R. 511. In Georgia, the county courts are invested with power to incorporate the associations for special purposes, not extending to banking or insurance business, and the members are to be bound for contracts, as in case of partnerships. Hotchkiss, Statute Code of Georgia, 1845, p. 372. But see supra, p. 272 a, as to the regulation of corporations in New York.

(c) Jackson v. Hartwell, 8 Johns. Rep. 422. Denton v. Jackson, 2 Johns. Ch. Rep. 325. Todd v. Birdsall, 1 Cowen's Rep. 260. Grant v. Fancher, ibid. 309. North Hempstead v. Hempstead, 2 Wendell's Rep. 109. School District in Rumford v. Wood, 13 Mass. Rep. 193. Overseers of N. W. v. Overseers of S. W. 3 Serg. & Rawle, 117. Angell & Ames on Corporations, 17, 2d ed. See, also, supra, p. 274. In the case of Purdy v. The People, 4 Hill's Rep. 384, 395, one of the senators (Paige, Senator,) held, that towns and counties in New York were not corporations

(3.) Of corporations as trustees.

A corporation being merely a political institution, it has no other capacities or powers than those which are necessary to carry into effect the purposes for which it was established. A corporation is incapable of a personal act in its collective capacity. (a) It cannot be considered as a moral agent, and, therefore, it cannot commit a crime, or become the subject of punishment, or take any oath, or appear in person, or be arrested or outlawed. (b) It was formerly understood that a corporation could not be seised of lands to the use of another, and that it was incapable of any use or trust, and consequently that it could not convey lands by bargain and sale. (c) But the objection that a corporation could not convey by bargain and sale was utterly rejected by the C. B., in the case of Sir Thomas Holland v. Bonis, (d) as a dangerous exception to the capacity

to convey; and at this day the only reasonable limitation *280 is, that a corporation cannot be seised of land in trust, for purposes foreign to its institution. (e) Equity will now compel corporations to execute any lawful trust which may be reposed in them; and in the case of the Trustees of Phillips' Academy v. King, (f) it was held, that a corporation was capable of taking and holding property as a trustee. Many corporations are made trustees for charitable purposes, and are compelled, in equity, to perform their trusts. (g)' Corporations

even sub modo, at the time of the adoption of the constitution, nor are they now in the proper sense of the term. See, also, to that point, Jackson v. Cory, 8 Johns. Rep. 385. Hornbeck v. Westbrook, 9 id. 73. They were made quasi corporations by the Revised Statutes.

(a) 1 Kyd on Corp. 225.

(b) 1 ibid. 71, 72. 1 Blacks. Com. 477. From the current of modern decisions there can be no doubt, however, that a corporation, equally with an individual, may gain a freehold by a disseisin committed by its agent, whether authorized by deed or vote. See Angell & Ames on Corporations, 152, 3d edit.

(c) Bro. tit. Feoffments, pl. 10. Bacon on Uses, 57. Gilbert on Uses, by Sugden, 6, 7.

(d) 3 Leon. Rep. 175.

(f) 12 Mass. Rep. 546.

(e) Jackson v. Hartwell, 8 Johns. Rep. 422.

(g) Green v. Rutherford, 1 Ves. 462, 468, 470, 475. Gilbert on Uses, by Sugden, 7, note. 1 Kyd on Corp. 72. 2 Johns. Ch. Rep. 384, 389. City of Coventry v.

1 Nor can they be relieved from the trust on the ground of inconvenience and the advantages that would result to all parties from a change of trustees, without proof of

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