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DIVISION I.

In this division those matters will be treated of which refer to corporations generally, and which do not come within the provisions of the Act.

CHAPTER I.

Of Corporations generally and of the Characteristics and

Objects of Municipal Corporations.

Chap. 1.

A corporation is a creation of the Law, and may be Corporations defined to be a body politic, capable of maintaining a generally. perpetual succession, for the purpose of keeping alive certain rights and privileges.

Sir William Blackstone has remarked, that as all personal rights die with the person, and as the necessary forms of investing a series of individuals, one after another, with the same identical rights, would be very inconvenient, if not impracticable, it has been found necessary, when it is for the public advantage to have any particular rights kept on foot and continued, to constitute artificial persons who may maintain a perpetual succession, and enjoy a kind of legal immortality. (1 Bl. Com. ch. 18.)

Thus, if it were considered advisable that a number of individuals should be associated together for any public purpose, it would be competent to them, generally speaking, to form a voluntary association to carry out that purpose; but such an association would possess no peculiar rights or privileges: they would not be empowered to make any regulations that would be legally binding upon the whole of the members, and in case of any property becoming vested in the association, with the view of carrying out its purposes, such property could only be continued

B

Chap. 1. to the successive members of the association, by a series Corporations of conveyances, repeated as often as the property changed generally. hands.

But in the case of a corporation, the members and their successors are considered as one person in the eye of the law. Whatever rights or immunities are vested in the body at the time of its incorporation are transmitted to its successive members: they, or the majority of them, have power to make such regulations for the general conduct of the whole body, as may be considered most conducive to its welfare: these regulations, if not repugnant to the general law of the land, and if in accordance with the rules prescribed to the body at the time of its creation, will be binding upon all the members; and whatever property is vested in the body, remains vested in the successive members without any fresh conveyance, but by the mere operation of law.

Corporations, according to the law of England, are either aggregate or sole.

A corporation aggregate consists of several persons united together into one society, which is kept up by a perpetual succession of members, so as to continue for ever. Of this kind are the mayor, aldermen, and burgesses of a borough; the head and fellows of a college; the dean and chapter of a cathedral church.

A corporation sole consists of one person only and his successors, in some particular station, who are incorporated by law in order to give them legal capacities and advantages which in their natural persons they could not have had, particularly that of perpetuity. In this sense the king or queen regnant is a sole corporation; so is a bishop, and so is every parson or vicar.

Corporations are, further, of two kinds: ecclesiastical and lay.

Ecclesiastical corporations consist entirely of spiritual persons, such as deans and chapters, or bishops, or vicars. Lay corporations are of two sorts, eleemosynary and civil.

Eleemosynary corporations are such as are constituted

for the perpetual distribution of the free alms or bounty Chap. 1. of the founder to such persons as he has directed. Of this Corporations kind are hospitals for the relief or maintenance of the generally. sick, and for the promotion of learning and piety.

Civil corporations are erected, some for the advancement and regulation of manufactures and commerce, such as the guilds or companies of London; some for the advancement and improvement of any particular science, such as the College of Physicians, the Royal Society, and such like; some again, for the good government of a city, town or particular district, such as the mayor, aldermen, and burgesses of a borough, and these last are termed municipal corporations. (See 1 Bl. Com. ut supra, and authorities there cited.)

A municipal corporation, therefore, is a civil corporation aggregate, established for the purpose of investing the inhabitants of a particular borough or place with the power of self-government, and with certain other privileges and franchises.