makers in the kingdom, it is sufficient to bind such of them as become members of the corporate company. Tobacco-Pipe Makers' Co. v. Woodroffe, 7 B. & C. 838; 5 D. & R. 530; 4 L. J. (0.s.) K. B. 301.

Power to Exclude Part.]-A corporation has no power to exclude an integral part of the body, where a charter gives them a right of election. Rex v. Head, 4 Burr. 2513.

Right to a Livery.]-A company's right to have a livery must be founded on charter or custom the court cannot presume they have it. Vintners' Co. v. Passy, 1 Burr. 235; 1 Ld. Ken. 500.

A by-law cannot explain a doubtful charter; if there is any ambiguity on the face of the charter, it is the province of the court to expound it. Rex v. Tucker, 2 Selw. N. P. 1144. Where a company was incorporated by charter on a petition referring to 1 Vict. c. 73, but the charter did not mention the act:-Held, that the personal liability of individual members authorised by the act to be imposed in any charter of incorporation, either by reference to that act or otherwise, was not imposed by the mere fact that powers were granted by the charter which could not have been granted apart from the act, in the absence of any reference to the particular section. Finnis v. Young, 6 W. R. 577.

The charter of a corporation created for the Consistency-Usage.]-A charter of Jac. 2 purpose of regulating the trade of masonry in and granted to the corporation of the master pilots about the city of London, provided that "there and seamen of Newcastle-upon-Tyne primage, shall or may be four-and-twenty or more of the described in the charter as an ancient duty upon said company according to the discretion of the goods brought by ship into the Tyne, or any of master and wardens for the time being, in the creeks of Newcastle, of which Sunderland manner and form hereafter in these presents was to be rated and accounted, in manner and expressed, to be named and chosen, which shall form following, that is to say, aliens and strangers be, and shall be called the assistants," and in case born, and all other persons arriving with ships of vacancies in the post of assistants the charter in Newcastle within any of the creeks, and not provided that "then and so often it shall and belonging to the same, to pay before they de- may be lawful to and for the master and wardens, parted with their ships, and every free merchant and the remaining part of the assistants which and inhabitant of Newcastle arriving in the Tyne shall then survive or remain, or any eight of them, with a ship within ten days after landing the at their wills and pleasures from time to time to goods. The charter also granted to the corpora- choose and name one or more other or others of tion all other perquisites, ancient duties and the said company, to be assistant or assistants : profits which they had heretofore lawfully had-Held, that it was obligatory on the corporation and enjoyed; and also provided that the sums granted by the charter should be in lieu of all other duties theretofore received-Held, first, that the charter was not inconsistent with the claim of primage in respect of goods imported into Sunderland by merchants resident there. Bradley v. Newcastle Pilots, 2 El. & Bl. 427 ; 23 L. J., Q. B. 35; 18 Jur. 240; 1 W. R. 394-stop the sealing of a supplemental charter Ex. Ch.

Held, secondly, that evidence of usage was admissible in support of the claim. Ib.

Where a charter of Edw. 6 granted to the governors of a corporation the right of nominating and appointing, una cum assensu majoris partis inhabitantium of the vill of S., a chaplain to perform divine service in the vill:-Held, that a usage for the governors to nominate a chaplain, and to give notice to the inhabitants to meet at a future day and to assent to or dissent from the nomination so made, was not inconsistent with the words of the charter. Rex v. Sandford Governors, 1 N. & P. 328; W. W. & D. 177; 6 A. & E. 374; 6 L. J., K. B. 126.

Construction of.]-Where the words of a charter are doubtful, they may be explained by long usage. Blankley v. Winstanley, 3 Term Rep. 279; 1 R. R. 704. S. P., Gape v. Handley, 3 Term Rep. 288, n.; Rex v. Osborne, 4 East, 327; Rex v. Varlow, Cowp. 250. And see Rex v. Tate, 4 East, 337.

Ancient charters, if ambiguous, are to be explained by the usage under them; and the jury, in that case, may interpret the charter by the usage. Newcastle Pilots v. Bradley, 2 El. & Bl. 428, n.; 16 Jur. 494.

Contemporaneous documents, proceedings in causes relating to a charter, and parol testimony, may be resorted to in order to explain and give to the charter a construction, but not to contradict it. Lucton School v. Scarlett 2 Y. & J. 330.

to always have at least twenty-four assistants. Wells v. Masons' Co. of London, 1 Cab. & E. 521.

Some forms prescribed for the government of a corporation may be imperative, and others directory only. Foss v. Harbottle, 2 Hare, 461.

Supplemental, when Invalid.]-In order to

granted to an existing corporation, it must in general be shown that the proposed charter is contrary to law, or that no proper authority for the application has been given, or that some personal right of a member of the society would be wrongly interfered with. Society of Attorneys, Ex parte, L. R. 8 Ch. 163.

Grant of Revival.] - The proclamation of James 2, in the fourth year of his reign, for restoring corporations to their ancient charters, operated (when accepted) as a grant of revival to such of the old corporations as had surrendered their corporate franchises to Charles 2 (but which surrenders were not inrolled), who had granted new charters; and overturned such new charters. Newling v. Francis, 3 Term Rep. 189; 1 R. R. 687.

Acceptance.]-The constitution of a corporation, as settled by an act of parliament, cannot be varied by the acceptance of any charter inconsistent with it. Rex v. Miller, 6 Term Rep. 268; 3 R. R. 172.

A charter granted by the crown to a corporation cannot be partially accepted, whether it is a charter of creation, or granted to a pre-existing corporation. Rex v. Westwood, 2 Dow & Clark, 21; 4 Bligh (N.S.) 213; 7 Bing. 1; 7 D. & R. 267; 4 B. & C. 781.

Unless it should appear to be the intention of the crown that the grantee should have the option to accept in part and reiect in part. Ib.

Where a person has been admitted a member of a corporate company, and has acted as such, it is not competent to him, in an action for infringing by-laws, to dispute the acceptance of the charter by a majority of those whom it incorporated. Tobacco-Pipe Makers' Co. v. Woodroffe. 5 D. & R. 530; 7 B. & C. 838; 4 L. J. (0.8.) K. B. 301.

If a corporation by prescription will accept a charter limiting the corporation to a less number than existed by custom, the corporation will be bound by that acceptance, and no subsequent vicious custom departing from the charter can avail. Page v. Rex, 2 Ridgw. P. C. 502.

Surrender of.]-The surrender of a charter is void for want of inrolment. Rex v. Osbourne, 4 East, 327.

Valid, until Impeached.]-Where the charter of a corporation has been granted with certain terms or provisions, and the charter is subsisting and unimpeached, notwithstanding it might be open to the attorney-general or the crown to take proceedings for setting it aside, the court will still deal with the corporation as having all the rights and powers of an existing body. Robinson v. London Hospital Governors, 10 Hare, 19; 22 L. J., Ch. 754.

II. CORPORATE BODY.

Who are.]-The commissioners of the treasury are not a corporation. Williams v. Admiralty Lords Commissioners, 11 C. B. 424.

that, although the act did not expressly constitute them a corporation, yet, as the trusts to be executed were to continue for an unlimited time, the trustees must, by the very constitution of the body, and the powers given them, be taken to be a corporation. Newport Marsh Trustees, Ex parte, 16 Sim. 346; 18 L. J., Ch. 49; 12 Jur.

932.

Guardians of the poor held, by reason of the provisions in the act appointing them, to constitute a corporation, at all events for the purpose of being sued in the name of their treasurer for the time being in respect of a liability incurred by their predecessors in office. Jefferys v. Gurr, 2 B. & Ad. 833; 1 L. J., K. B. 23.

Semble, that churchwardens and overseers, having no corporate seal, have no power to execute a power of attorney, authorising a party to continue to receive the dividends of stock, notwithstanding fluctuations in the number and identity of the members of the corporation.. Annesley, Ex parte, 2 Y. & Coll. 350; 6 L. J. Ex. Eq. 81.

See Furnival v. Coombs, col. 656.

Rights by Prescription.]-A company by prescription may have more than one corporate name. Shrewsbury v. Hart, 1 Car. & P. 113.

A company by prescription and by custom may compel all of their trade to become members. Ib.

As to what is sufficient primâ facie evidence that a corporation is immemorial. Jenkins v. Harvey, 5 Tyr. 871; 1 Gale, 454.

Misdescription.]-A misdescription of a corporation, in omitting the name of the founder, in a conveyance of part of its estate for the redemption of the land tax, is immaterial; and if it had been material, it would have been cured by 54 Geo. 3, c. 173, s. 12. Croydon Hospital v. Farley, 2 Marsh. 174; 6 Taunt. 467.

A charity was founded in the twelfth century, and was commonly called "The master, brethren and sisters of the Hospital of St. John the Baptist." In the time of Charles 2, the mastership of the hospital, and the lands belonging to it, were granted to a corporation. The leases of the hospital lands had never been granted by the corporation under the common seal, but in the lease the corporation was described as being the Name.]-Where a corporation, declaring in an master of the hospital, and the rents were re-action by their modern name, stated that the served to the master, brethren and sisters. An citizens, &c., were from time immemorial incorinformation was filed against the corporation, and porated by divers names of incorporation, and at the parties appointed trustees of the estates, under the time of making the indenture by A., declared the 5 & 6 Will. 4, c. 76, to ascertain the charity on, were known by a certain other name, by lands, and to have a scheme for the regulation of which A. granted to them a certain water-course, the charity; to which information the master, and covenanted for quiet enjoyment:-Held, brethren and sisters of the hospital were not that the deed granting the water-course to them made parties as a corporate body-Held, that by such name was evidence as against the defenthey did not form a corporate body; and, con- dant, who claimed under that grantor, that the sequently, an objection, that they ought to have corporation was known by that name at the been made parties to the information as a cor- time, upon an issue taken on that fact. Carlisle poration, was not sustained. Att.-Gen. v. Ches- v. Balmire, 8 East, 487; 9 R. R. 491. ter Corporation, 1 Hall & Tw. 46.

See Salford Corporation v. Lancashire County Council, 59 L. J., Q. B. 576; 25 Q. B. D. 384; 63 L. T. 409.

Where by the statutes under which river conservators acted, they were to take land by succession:-Held, that they were created a corporation by implication. Tone Conservators v. Ash, 10 B. & C. 349; 8 L. J. (0.s.) K. B. 226.

Where a statute vests property in commissioners and their successors, they are a corporation by implication. Bower v. Griffith, 16 W. R. 540, Ir.

A question was raised in this case upon petition whether certain trustees, appointed under an act of parliament for inclosing a piece of land, were to execute conveyances in their own names, or as a corporate body. The court held

Judicial Cognizance.]-Where a corporation declares in an action in the name by which it is incorporated by act of parliament, the court is bound, even after verdict, to notice that it is a corporation. Church v. Imperial Gaslight and Coke Co., 3 N. & P. 35; 6 A. & E. 846; 1 W. W. & H. 137; 7 L. J., Q. B. 118.

Proof of Aggregate Corporation.]-To prove the existence of an aggregate corporation, consisting of different trades, entries of admission into the separate trades, as "into the company of carpenters, into the company of plasterers," are evidence to be left to the jury. Carpenters' Co. v. Hayward, 1 Dougl. 374.

Powers enjoyed by.]-In our opinion the

power of a corporation established for certain | present thereat must be summoned, if they are specified purposes must depend on what those within a reasonabie summoning distance. Smyth purposes are, and except so far as it has express v. Darley, 2 H. L. Cas. 789. powers given to it, it will have such powers only as are necessary for the purpose of enabling it in a reasonable and proper way to discharge the duties or fulfil the purposes for which it was constituted. Per cur. Reg. v. Reed, 49 L. J., Q. B. 600; 5 Q. B. D. 483,488; 42 L. T. 835 ; 28 W. R. 787; 44 J. P. 633-C. A.

common law, which is scised in fee simple of freehold lands, have no estate, either legal or equitable, in those lands or any part of them, so as to confer the franchise for a county, albeit their individual shares in the profits derived by the corporation from and out of such lands exceed 40s. annually. Acland v. Lewis, 1 K. & G. 334; 9 C. B. (N.S.) 32; 30 L. J., C. P. 29; 7 Jur. (N.S.) 21; 3 L. T. 472; 9 W. R. 123.

Where a company was incorporated by charter on a petition referring to 1 Vict. c. 73, but the charter did not mention the act:-Held, that the personal liability of individual members authoincorporation, either by reference to the act or otherwise, was not imposed by the mere fact that powers were granted by the charter which could not have been granted apart from the act, in the absence of any reference to the act itself | Finnis v. Young, 6 Ŵ. R. 577.

Act-Power to make Rate to satisfy Judgment.]-Certain commissioners were incorporated under a Drainage Act (48 & 49 Vict. c. 185), for the purpose of executing and maintaining certain drainage works. By s. 38 of the act, the costs of and incidental to the taking over and enlarging, repairing, renewing, or cleansing in the first instance of any drains and works incident to drainage works, were to be borne by the owners of lands in certain specified proportions, provided that the total amount to be expended under the powers of the act should not exceed 15,0007. Section 40 provided that fourteen days before every annual general meeting the com-rised by the act to be imposed in any charter of missioners were to have estimates prepared of all the moneys required to meet the claims for the ensuing year, such estimates to show in separate items, among others, the amount, if any, for constructing new works, and also the costs of carrying out the objects of the act; and s. 41 provided that to provide for so much of the "expenses aforesaid" as were properly chargeable out of the rates for the current year, the commissioners were to make, within a month after such meeting, one rate for the owners and another for the occupiers of lands in accordance with such estimates. The plaintiff obtained judgment in an action brought against the commissioners for damages for injury caused to his property by the negligence of their servants in constructing certain new works. The commissioners had raised and expended the whole of the 15,0007. which they were authorised under the act to expend on the initial execution of the drainage works, and had no goods on which execution could be levied to satisfy the plaintiff's judgment :-Held, that s. 38 did not limit the provisions of ss. 40 and 41, and that the plaintiff's claim being in respect of the construction of new works within s. 40, the commissioners had power, under ss. 40 and 41, to make and levy a rate to satisfy the judgment which had been obtained against them. Reg. v. Selby Dam Commissioners, 61 L. J., Q. B. 372; [1892] 1 Q. B. 348; 66 L. T. 17; 56 J. P. 356-C. A.

A contractor who obtained a judgment against a drainage board for extra works, executed by him under agreement with the board, applied for a mandamus to compel the board to levy a rate to satisfy the amount of the judgment:-Held, that the mandamus should be refused, as rates were leviable by the board for the maintenance of works only, and not for their construction. Reg. v. Tramore Drainage Board, 30 L. R., Ir.

329.

IV. RIGHTS AND LIABILITIES OF
CORPORATORS.

A member of an incorporated company, entering into a contract with the company, must be deemed, in respect of that contract, a stranger. Hill v. Manchester Waterworks Co., 2 N. & M. 573; 5 B. & Ad. 866; 3 L. J., K. B. 19.

Contract by Churchwardens-Proviso negativing personal Liability void.]—See Furnicab v. Coombs, col. 656.

V. AMOTION OF CORPORATORS. See cases, ante, A. III. (col. 581.)

By-law giving Power of Amotion for Just Cause, good.]-See Rex v. Richardson, col.

649.

Alcorporation, whether eleemosynary or otherwise, has power to amove a member for sufficient cause, and will not be restrained by injunction from holding an inquiry into the conduct of a member, and expelling him if it thinks fit. The remedy of a member aggrieved by such proceeding is by visitation or mandamus in the respective cases of eleemosynary and civil corporations. Rex v. Richardson (1 Burr. 537) followed. The same principle applies where the amoved person is also an officer of the corporation. O'Grady v. Mercers' Hospital, 19 L. R. Ir. 350.

As to Removing a Member without Hearing him.]-See Reg. v. Saddlers' Co., 10 H. L. Cas. 404, post, cols. 650, 651.

VI. RIGHT TO SUE.

For Penalties-Common Informer.]-A corporation cannot sue for penalties as a common informer unless expressly authorised by statute. St. Leonards, Shoreditch, Guardians v. Franklin, 47 L. J., C. P. 727; 3 C. P. D. 377; 39 L. T. 122; 26 W. R. 882.

Where, therefore, by a local act penalties were imposed for selling one sort of coal for another within twenty-five miles of the General Post Office, and the penalty was recoverable by the "person or persons who shall inform or sue for the same" :-Held, that a corporation could not sue for the penalty. Ib.

Corporators are not individually answerable for acts done in their corporate capacity, from - For Half of Penalty Recovered-Proof.] which detriment happens; at least not without-By 5 & 6 Will. 4, c. 76, s. 48, an overseer proof of malice. Harman v. Tappenden, 1 East, neglecting to sign the burgess list of a borough 555; 3 Esp. 278; 6 R. R. 340. S. P., Rex v. is liable to a penalty of 507., to be recovered Wadham College, 1 East, 560, n. by any person suing within three calendar months; and the money so recovered, after payment of the costs and expenses attending the recovery, is to be paid and apportioned, one moiety to the person suing, the other moiety to the treasurer of the borough. The defendant

The court will not grant a criminal information against the members of a corporation for the misapplication of the corporation money. Rer v. Watson, 2 Term Rep. 199; 1 R. R. 461.

The individual members of a corporation at

Abatement of Suit.]-A suit by a corporation does not become defective on the death of some Of Foreign Corporation in Corporate Name.]— of the members; otherwise of a suit by the A corporation instituted by foreigners in acmembers in their individual character. Black-cordance with the laws of their country may sue burn v. Jepson, 3 Swan. 138.