[than the king, by making him and his successors a corporation. By which means all the rights of the parsonage are preserved entire to the successor; for the present incumbent, and his predecessor who lived eight centuries ago, are in law one and the same person. And what was

given to the one, was given to the other also.

Again, corporations are either ecclesiastical or lay. In ecclesiastical or spiritual corporations the members are entirely spiritual persons, such as bishops, parsons, and the like (who are corporations sole), or such as deans and chapters (who are corporations aggregate). Lay or temporal corporations are either civil or eleemosynary, those which are erected for temporal purposes (mostly of a commercial character) being called civil, and those which have been created for the perpetual distribution of alms being called eleemosynary. Instances of civil corporations are the trading companies (or guilds) of London and other towns established for the regulation of manufactures and commerce, the Royal College of Physicians, the Royal College of Surgeons of England, the Royal Society, and the Society of Antiquaries. The Universities of Oxford and Cambridge are also civil corporations (c); it being clear that they are not ecclesiastical, but lay corporations, since they are composed of more laymen than clergy, and that they are not eleemosynary foundations, though stipends therein are annexed to particular professors, for such

(c) Rex v. Cambridge (ViceChancellor) (1765), 3 Burr. 1656. Under the Oxford University Act, 1854, the government of the university of Oxford is mainly vested in the Hebdomadal Council, a body consisting of twenty-two persons, of whom four are officio members (the chancellor, vice-chancellor, and the two proctors), and the other eighteen are elected, viz., six by the heads of houses, six by the professors, and

ex

six by masters of arts of not less than five years' standing. Under the Cambridge University Act, 1858, the government of the university of Cambridge is vested in the Council of the Senate, consisting of eighteen persons, of whom two are ex officio members (the chancellor and the vicechancellor), and the other sixteen are elected, viz., four heads of colleges, four professors, and eight other members of the senate.

[stipends are rewards pro opere et labore, as in the case of the salaried officials of ordinary civil corporations. Among eleemosynary corporations may be mentioned hospitals for the maintenance of the poor, sick, and impotent; also, all colleges, whether of university rank or not, which are founded (1) for the promotion of piety and learning, and (2) for affording assistance to the members, in order to enable them to prosecute their studies. Eleemosynary corporations, though in some things partaking of the nature of ecclesiastical bodies, are lay and not ecclesiastical, even though composed of ecclesiastical persons (d); and accordingly, they are not subject to the jurisdiction of the Ecclesiastical Courts, or to the visitation of the ordinary (or diocesan) in his spiritual character (e).

Having thus enumerated the varieties of corporations, we will next proceed to consider-1. How corporations are created; II. Their powers, capacities, and incapacities; III. How they are visited; IV. How they are dissolved.

I. Corporations were created under the civil law by the mere voluntary association of the members, unless the object of the association were contrary to law, in which case the corporation would have been illicitum collegium (ƒ). But in England, and according to the English law, the king's consent is absolutely necessary to the erection of any corporation. This consent of the Crown may be either implied or express; being implied, in the case of corporations which exist by force of the common law or by prescription (g), and being express, when given either by Act of Parliament or by charter, or by both (h). Thus, the charter of the Royal College of Physicians, (of the

(d) Philips v. Bury (1694), 1 Ld. Raym. 6.

(e) Blackstone (ed. Christian), vol. i. p 471 (note).

(f) Dig. 47, 22, 1. (g) 2 Inst. 330.

(h) By the College Charter Act, 1871 (34 & 35 Vict. c. 63), the Crown's charter for the foundation of any new college or university is to be laid before parliament for a period of not less than thirty

[tenth year of Henry the Eighth,) was confirmed by the 14 & 15 Hen. VIII. (1523), c. 5 (i); and the corporation of the Bank of England was created by the Crown, under the powers of the 5 & 6 W. & M. (1694), c. 20.] Municipal corporations are also created by charter of the Crown under the provisions of the Municipal Corporations Act, 1883. But the power of parliament has of late been most frequently invoked for the incorporation of public and other trading companies. Nevertheless the Crown, acting of course on the advice of a responsible minister, may still erect a corporation by its own charter or letters patent. Thus, in 1889, the British South Africa Company was "constituted, erected and incorporated by our "prerogative royal and of our especial grace." When such companies are erected by special Act of Parliament, the special Act usually incorporates one or more of the relevant general Acts noted below (k), the special Act defining, of course, the objects for which the company is incorporated, conferring special powers on the company, and usually limiting a time within which these powers are to be exercised. The special Act may also impose such other restrictions as the nature of the case may require.

days before the report of the Privy Council thereon is submitted to his Majesty.

(i) Dr. Bonham's Case (1608), 8 Rep. 107.

(k) The Companies Clauses Acts, 1845-1889; The Lands Clauses Consolidation Act, 1845 (8 & 9 Vict. c. 18); The Railways Clauses Consolidation Act, 1845 (8 & 9 Vict. c. 20); The Commissioners Clauses Act, 1847 (10 & 11 Vict. c. 16); The Waterworks Clauses Act, 1847 (10 & 11 Vict. c. 17); The Harbours, Docks, and Piers Clauses Act, 1847 (10 & 11 Vict. c. 27); and the Towns Improvement Clauses Act, 1847 (10 & 11 Vict. c. 34). Some of

these Acts have since been variously amended, namely, The Lands Clauses Consolidation Act, 1845, by 23 & 24 Vict. (1860), c. 106; 32 & 33 Vict. (1869), c. 18; 46 & 47 Vict. (1883), c. 15, and 58 & 59 Vict. (1895), c. 11; and The Waterworks Clauses Act, 1847, by 26 & 27 Vict. (1863), c. 93. See also the Telegraphs Act, 1863 (26 & 27 Vict. c. 112), amended by 29 & 30 Vict. (1866), c. 3; The Companies Clauses Act, 1863 (26 & 27 Vict. c. 118); The Railway Companies Powers Act, 1864 (27 & 28 Vict. c. 120); The Railways Construction Facilities Act, 1864 (27 & 28 Vict. c. 121).

[The creation by the Crown of a body corporate may be performed by the words creamus, erigimus, fundamus, incorporamus, or the like; nay, it has been held, that if the Crown grants to a set of men to have gildam mercatoriam, a mercantile meeting or assembly (1), this is also sufficient to incorporate and establish them for ever (m).

The Crown, it is said, may grant to a subject the power of erecting corporations, though the contrary was formerly held (n). That is, the Crown may permit the subject to name the persons and powers of the corporation at his pleasure; but, in such a case, it is really the king that erects, and the subject is but the instrument. For, though none but the Crown can make a corporation, yet qui facit per alium, facit per se; and in this manner, the Chancellor of the University of Oxford has power by charter to erect corporations, and has exercised it by the erection of matriculated companies of tradesmen subservient to the students.

When a corporation is erected, a name is always given to it, or, if none is actually given, a name will attach to it by implication (o). And by that name alone, it must sue and be sued and do all legal acts, although a minute variation therein is not material; and the name is capable of being changed, by competent authority (p), without affecting the identity or capacity of the corporation in other respects (2). But some name is of the very being of its constitution ("); for the name of incorporation, says Sir E. Coke, is as a proper name, or name of baptism.

(1) Gild signified among the Saxons a fraternity; and such gilds as were commercial gradually took the shape of our present municipal corporations, with a place of meeting called the Guild-hall.

(m) Sutton's Hospital Case (1612), 10 Rep. 30; 1 Roll. Ab. 513.

(n) Bro. Ab. tit. Prerog. 53; Vin. Prerog. 88, pl. 76; Y. B., 2 Hen. 7, 13; R. v. Coopers Company (1798), 7 T. R. 548.

(0) Anonymous (1700), 1 Salk. 191.

87.

(p) Companies Act, 1862, s. 13. (q) Luttrel's Case (1601), 4 Rep.

(r) Gilb. Hist. C. P. 182,

[And therefore when a private founder gives his college, or hospital, a name, he does it only as a godfather. And by that same name, the king baptizes the corporation (s).

II. A corporation has divers powers and rights, capacities and incapacities, the greater part of which are applicable only to corporations aggregate, though some belong to either class. Thus,-(1.) A corporation aggregate may sue or be sued, implead or be impleaded, grant or receive, and perform any act, by the corporate name, as a natural person may by his individual name. (2.) A corporation is amenable to such judgments as shall be given against it in any action, but in respect only of the corporate property, and not so as to fix the corporators with individual liability (t). (3.) The acts of a corporation aggregate must, in general, be under its common seal. For, being an invisible body, it cannot manifest its intentions by any personal act or oral discourse; and therefore it acts and speaks only by its common seal, the affixing of the seal, and that only, uniting the several assents of the individual corporators, and making one joint assent of the whole (u).] But there are cases in which convenience has introduced exceptions to this rule,-e.g., a company incorporated for the purposes of trade may do any act in the ordinary course of its business, without using its common seal (r); and an action will lie against a corporation on an executed contract of which it has received the benefit, although such contract was not under the common seal (y). Further,