under the statutes which control local authorities, the corporate seal is frequently required to be affixed only in case of contracts exceeding 501. in value. (4.) [A corporation aggregate may make by-laws and regulations for its own better government; and these, unless contrary to the laws of the land (2), or contrary to or inconsistent with their charter (a), or manifestly unreasonable (b), are binding on the members. For, as natural reason is given to the natural body for the governing of it, so by-laws or statutes are a sort of political reason to govern the body politic ;] and this right is so much of course, that where a charter of incorporation gave power to make by-laws as to specified matters, the body at large was held nevertheless to have the power to legislate with regard to all matters not so specified (c). And every corporation has the right to alter or repeal the by-laws which itself has made (d). (5.) Among the incidents of a corporation aggregate may also be classed the disabilities to which it is subject, of which the following are the most important:-[The corporation must always appear in court by attorney (e) ; it cannot be executor or administrator, nor, indeed, perform any personal duties; it cannot be seised of lands to the use of another (ƒ) ;] and it can be guilty of no crime in its

(z) R. v. Coopers Company, (1798), 7 T. R. 543; Ipswich Taylor's Case (1614), 11 Rep. 53. (a) Rex V. Cutbush (1768),

4 Burr. 2204.

(b) Piper v. Chappell (1845), 14 M. & W. 624; R. v. Powell (1854), 3 El. & Bl. 377; Kruse v. Johnson, [1898] 2 Q. B. 91 (a county council by-law).

(c) R. V. Westwood (1830), 7 Bing. 1; 4 Bligh (N.S.) 213; S. C., 4 B. & C. 781.

(d) R. V. Ashwell (1810), 12 East, 22.

(e) Hence a corporation, when

required to give discovery of documents, does so by some officer of the corporation in that behalf appointed by the Court (Order xxxi. r. 5; Berkeley v. Standard Discount Co. (1879), 13 Ch. D. 97; Mayor of Swansea V. Quirk (1879), 5 C. P. D. 106); and a corporation obtains such discovery on the affidavit of its solicitor, where an affidavit is required (Kingsford v. Great Western Rail. Co. (1864), 16 C. B. (N.s.) 761).

(f) Bro. Abr. tit. Feoffment al Uses, 40; Bac. on Uses, 347.

corporate capacity (g), although, in certain cases, it is liable to an indictment for allowing a bridge or a highway, the repair of which belongs to it by law, to fall into decay, and it can be sued for a libel (h). [Moreover, aggregate corporations which have a head,—e.g., a dean and chapter, -cannot, during a vacancy of the headship, do any act, save to appoint a new head; nor can they, while without a head, accept a grant (i). But there may, of course, be a corporation aggregate without a head; e.g., the collegiate church of Southwell in Nottinghamshire, which consists only of canons (k), and the governors of the Charter-house, London, who have no president or superior, but are all of equal authority. (6.) Another incident of corporations aggregate is, that the act of the major part is esteemed the act of the whole; for although, by the civil law, the major part must, at the least, have consisted of two-thirds of the whole (1), yet, with us, any majority is sufficient to determine the act of the whole body (m). (7.) It is also incident to corporations aggregate to have the power of electing their own members; and when this power is not specially assigned by the charter to a committee of the members, it belongs to the major part of the corporation duly assembled for the purpose, though it may, in general, be delegated to a select body or committee of the corporators (n). (8.) Corporations aggregate may take goods and chattels for the benefit of themselves and their suc

(g) Stevens v. Midland Rail Co. (1854), 10 Exch. 352.

El.

(h) Whitfield v. The SouthEastern Rail. Co. (1858), Bl. & El. 115; Green v. The London Omnibus Co. (1859), 7 C. B. (N.S.) 290. And (as to a malicious prosecution) see Cornford v. Carlton Bank, [1899] 1 Q. B. 392.

(i) Co. Litt. 263, 264.

(k) The Ecclesiastical Commissioners Acts, 1840 (3 & 4 Vict. c. 113), ss. 18, 36, 41; 1841 (4 &

[cessors, just as natural persons may for themselves their executors and administrators; but a sole corporation cannot take goods in its corporate capacity, because such moveable property is liable to be lost or embezzled, and would raise a multitude of disputes between the successor and the executor (o).] So a lease for years granted to a bishop and his successors would go to the executors of the bishop (p). Yet if a sole corporation be the representative of a number of persons, e.g., the master of a hospital, or the dean of some antient cathedral, it may take goods in its corporate capacity equally as a corporation aggregate may do; and a bond to the master or dean, and his successors, is good in law (7). A corporation was formerly incapable of holding property as a joint tenant; and a limitation of an estate to a corporation and one individual or to two corporations, without words of severance, made them tenants-in-common. But this disability has recently been removed by statute (r).

Corporations, whether aggregate or sole, may purchase and hold land and real property to them and their successors, as natural persons may hold to them and their heirs (s); but their power of holding it is restricted by the provisions of the statutes of mortmain (t). It is said, however, that a corporation cannot hold land by copy of court roll (u).

These incidents of bodies corporate do not attach to bodies unincorporate. Thus, the inhabitants of a particular parish are not capable of holding lands to them and their successors, though they are capable of receiving a general

(0) Co. Litt. 46; Power v. Banks, [1901] 2 Ch. 487. (p) Ibid.

(q) Dyer, 48; Byrd v. Wilford (1593), Cro. Eliz. 464.

(r) Bodies Corporate (Joint Tenancy) Act, 1899.

(8) The Case of Sutton's Hospital (1613), 10 Rep. 30.

(t) See 15 Ric. 2, c. 5, and for later legislation the Mortmain and Charitable Uses Acts, 1888 and 1891. Vide sup. vol. 1., pp. 316, 331.

(u) Att.-Gen. v. Lewin (1837), C. P. Cooper, 54.

grant of incorporation, which would enable them to hold such an inheritance (r); and many parishes held land before the passing of the Local Government Act, 1894, though they could not show any incorporation of the parishioners (y). And though a voluntary society of individuals should unite together by mutual agreement for common purposes, should provide a common stock by subscription, and should subject themselves to laws of their own creation for the government of their society, yet all this will not entitle them to the privilege of suing or being sued in their corporate capacity, or protect them from individual liability (2). Indeed, for any persons to assume to themselves the character of a corporation, and to attempt to act and to hold themselves out as such without a charter, is in the nature of a criminal offence at the common law, being an invasion of the royal prerogative (a).

III. [We are next to inquire, how corporations may be visited. For corporations, being composed of individuals who are subject to human frailties, are themselves likewise so subject. And for that reason the law has provided proper persons to visit them, inquire into their habits, to correct irregularities of conduct, and the like.

(1.) As regards ecclesiastical corporations, the ordinary is their visitor. For as the pope formerly, and now the Crown, as supreme ordinary, is the visitor of the archbishop or metropolitan, so the metropolitan has the charge and coercion of all his bishops, and the bishops are, within their several dioceses, the visitors of all deans

(x) Ashby v. White (1701), Lord Raym. 951; S. C., 3 Salk. 18; 12 Rep. 121.

(y) Att.-Gen. v. Webster (1875), L. R. 20 Eq. 483; Ex parte Vaughan (1866), L. R. 2 Q. B. 114; In re Campden Charities

S. C.-III.

(1881), 18 Ch. D. 310. See later for parish meetings and parish councils.

(z) Todd v. Emly (1841), 8 M. & W. 505.

(a) Durergier v. Fellows (1828), 5 Bing. 248.

*B 6

[and chapters, of all rectors and vicars, and of all other spiritual corporations (b).] (2.) But as regards lay corporations, —First, of those of the eleemosynary kind, the founder and his heirs or assigns are the visitors, for in a lay incorporation the ordinary cannot visit (c); and if the king and a private man join in endowing an eleemosynary foundation, the king alone shall be the founder of it, for here the royal prerogative prevails. The founder has also a right to appoint a visitor, and to limit the jurisdiction that he is to possess; and if the heirs of a private founder fail, and no visitor has been appointed by him, the right of visitation devolves, in such case, upon the Crown, and is exercised on behalf of the Crown by the Lord Chancellor, sitting as the representative of the king (d). But, secondly, if the lay corporation be of the civil kind, it has no visitor; for the misbehaviours of all civil corporations are inquired into and redressed, and their controversies decided, in the King's Bench Division (e).

[As regards hospitals, if the hospital be spiritual, the bishop shall visit, but if lay, the patron (f). The right of lay patrons was, however, abridged by the 2 Hen. V. (1414), st. 1, c. 1, which ordained that the ordinary should visit all hospitals founded by subjects, though the king's right was reserved to visit (by his commissioners) such as were of royal foundation; and although the subject's right was in part restored by the 14 Eliz. (1572), c. 14, which directs the bishops to visit such hospitals only where no visitor is appointed by the founders thereof, and all the hospitals founded by virtue of the statute 39 Eliz. (1597), c. 5 are to be visited by such persons as shall be nominated by

(b) Re Dean of York (1841), 2 Q. B. 1; R. v. Dean of Rochester (1851), 17 Q. B. 1.

(c) 1 Bl. Com. p. 480.

(d) R. v. Catherine's Hall (1791),

4 T. R. 233; Ex parte Wrangham (1795), 2 Ves. jun. 609.

(e) Phillips v. Bury (1694), Lord Raym. 8.

(f) Year Book, 8 Edw. 3, 28; 8 Ass. 29.