City of London, and many others; which have existed as corporations, time whereof the memory of man runneth not to the contrary. The methods by which the consent of the crown is expressly given, are either by act of parliament or charter. It is observable, however, that till of late years most of those statutes, which have been usually cited as having created corporations, either confirmed such as had been before created by the sovereign; as in the case of the College of Physicians erected by Henry VIII., whose charter was afterwards confirmed in parliament; or they enabled the sovereign to erect a corporation in futuro with such and such powers: as is the case of the Bank of England.

But in recent times corporations have been usually created by act of parliament; many powers being usually required by our modern corporations, such as the right to levy tolls and purchase land compulsorily, which the crown cannot, and which parliament alone can confer.

And parliament, we may add, not only can erect but may remodel any existing corporations, in any manner it may see fit. This, in fact, was done by the Municipal Corporations Reform Act; by which the constitution, privileges, powers, capacities and incapacities of most of these bodies, which previously were almost as various in character as the bodies themselves were in number, were assimilated to each other in all respects.

When a corporation is erected, a name must be given to it; and by that name alone it must sue and be sued, and do all legal acts. When so formed and named, it acquires many powers, rights, capacities and incapacities, which we are next to consider. As, 1. To have perpetual succession, which is the very end of its incorporation. 2. To sue or be sued, and do all other acts as natural persons may. 3. To purchase lands, and hold them, for the benefit of themselves and their successors. 4. To have a common seal. For a corporation being an invisible body, acts and speaks only by its common seal. 5. To make by-laws or private statutes for the better government of the corporation. These five powers are inseparably incident to every corporation, at least to every corporation aggregate: for two of them are very unnecessary to a corporation sole; viz. to have a corporate seal to testify his sole assent, and to make statutes for the regulation of his own conduct.

There are also certain privileges and disabilities that attend an aggregate corporation. Thus, it must always appear by attorney; for it cannot appear in person, being invisible, and existing only in intendment of law. It may take goods and chattels for the benefit of existing members and their successors, which a sole corporation cannot do; but it cannot do any acts, or even receive a grant, during

the vacancy of the headship, except only appointing another head, for a corporation is incomplete without a head.

It is also incident to every corporation to have a capacity to purchase lands for themselves and successors; and this is regularly true at the common law. But they are excepted out of the statute of wills: so that no devise of lands to a corporation by will is good: except for charitable uses, by statute 43 Eliz. c. 4: which exception is again greatly narrowed by the statute 9 Geo. II. c. 36. And their privilege of purchasing from a living grantor is much abridged by a variety of statutes, which are generally called the statutes of mortmain: the more particular exposition of which I shall defer till the next book of these commentaries, when we shall consider the nature and tenures of estates.

I proceed, therefore, to inquire how corporations may be visited; for being composed of individuals subject to human frailties, they are liable, as well as private persons, to deviate from the end of their institution.

With regard to all ecclesiastical corporations, the ordinary is their visitor, so constituted by the canon law, and from thence derived to

us.

The pope formerly, and now the sovereign, as supreme ordinary, is the visitor of the archbishop or metropolitan; the metropolitan has the charge and coercion of all his suffragan bishops; and the bishops in their several dioceses are in ecclesiastical matters the visitors of all deans and chapters, of all parsons and vicars, and all other spiritual corporations.

With respect to all lay corporations, the founder, his heirs, or assigns, are the visitors, whether the foundation be civil or eleemosynary. And the crown being, in general, the sole founder of all civil corporations and the endower, the perficient founder, of all eleemosynary ones, the right of visitation of the former results, according to the rule laid down, to the sovereign; and of the latter to the patron or endower. The sovereign being thus visitor of all civil corporations, the law has also appointed the place wherein he shall exercise this jurisdiction, which is the court of King's Bench: where, and where only, all misbehaviours of this kind of corporations are inquired into and redressed, and all their controversies decided.

As to eleemosynary corporations, by the dotation the founder and his heirs are of common right the legal visitors, to see that such property is rightly employed, as might otherwise have descended to the visitor himself: but, if the founder has appointed any other person to be visitor, then his assignee so appointed is invested with all the founder's power. If no visitor has been appointed Ly the founder, the right of visitation in default of his heirs devolves upon

the crown, and is exercised by the Lord Chancellor, the King's Bench having no jurisdiction over such foundations.

We come now to consider how corporations may be dissolved. Any particular member may be disfranchised, or lose his place in the corporation, by acting contrary to the laws of the society, or the laws of the land; or he may resign it by his own voluntary act. But the body politic may also itself be dissolved in several ways; as, 1. By act of parliament, which is boundless in its operations. 2. By the natural death of all its members, in case of an aggregate corporation. 3. By surrender of its franchises into the hands of the sovereign, which is a kind of sucide; and, 4. By forfeiture of its charter, through negligence or abuse of its franchises; in which case the law judges that the body politic has broken the condition upon which it was incorporated, and thereupon the incorporation is void; the regular course to obtain this judgment being an information in nature of a quo warranto, to inquire by what warrant the members now exercise their corporate power, having forfeited it by such and such proceedings. At common law corporations were, indeed, dissolved, in case the mayor or other head was not duly elected on the day appointed in the charter or established by prescription; but the hardship of this led to provision being made by statute for the appointment of a new officer, in case there be no election, or a void one, made upon the prescriptive or charter day.

II. MUNICIPAL CORPORATIONS.

The Municipal Corporations Reform Act-Its objects-The freemen-The list of electors-The town-council-Its powers and duties-Stipendiary magistrates-Recorder-Local boards.

HITHERTO of Corporations in general, among which might formerly have been classed all those boroughs which are now regulated by the Municipal Corporations Reform Act. That statute applies to one hundred and seventy-eight corporate towns; the remainderincluding the City of London-sixty-eight in number, were not brought within its operation. London, the greatest of all, with its many wealthy trading companies, each a corporation in itself, was reserved for separate legislation; the others, being inconsiderable either in extent or population, still continue to be governed by their charters or prescriptive usages, like corporations existing at the common law. The statute also applies to those towns which have since obtained charters of incorporation; the crown being thereby expressly enabled to grant charters extending to the householders

of certain populous places, the powers, privileges, and authorities conferred by the act.

The principal objects of municipal government have usually been the appointment and superintendence of the police, the administration of justice, the lighting and paving of the town, and, in a few cases, the management of the poor. The statute I refer to did not attempt to extend the number of public objects which might be placed under municipal management; it was directed solely to the improvement of the means by which the objects of the old corporations were thereafter to be attained. It, therefore, left untouched those local laws which relate merely to the objects of municipal government; but rendered the functionaries of the municipalities eligible by, and consequently directly responsible to, the persons whose interests they are appointed to protect; and created a constituency, which ought, in ordinary cases, to include all those who are interested in the proper performance of their public duties by the municipal officers.

The constituents of the old corporations were known by the name of the freemen; and were usually admitted by the ruling body, which was in turn elected by the freemen. The freedom was obtainable by birth, or by marriage with the daughter or widow of a freeman, or by servitude or apprenticeship; and the rights attached to it being privileges confined to few persons, were in many cases of considerable value to the possessor, especially when they conferred a title to the enjoyment of funds derivable from corporation property. The rights of the freemen in esse were consequently preserved by the statute; which at the same time enacted that no freedom should thenceforth be acquired by gift or purchase; and then proceeded to provide, for the reformed corporations, a constituency consisting of every person of full age, who had occupied premises within the borough for three previous years, and, being resident within seven miles, was rated to the relief of the poor. Lists of persons thus qualified to be electors are accordingly annually made up by the overseers of their respective parishes, which are corrected and published by the town-clerk, and revised by the mayor and his assessors in the same manner as the lists of parliamentary electors. But, except the right of electing their representatives in the towncouncil, these burgesses have none of the exclusive privileges which were formerly enjoyed by the freemen, one of which, that of exclusive trading in the borough, was expressly abolished. mayor and aldermen, with the constituency, constitute the corporation; and collectively with the councillors form the town-council; to which is intrusted its whole deliberative and administrative functions. The council appoints the town-clerk, treasurer, and other executive officers; and selects from its own body a watch

The

committee; which, again, appoints a sufficient number of effective men to act as constables to preserve the peace by day and night. The council may undertake the superintendence of the lighting of the borough, provided no local act exists for the purpose; and may also constitute the local board of health and burial board of the district.

In the council is vested the power, incident to all corporations, of making by-laws for the good rule and government of the borough, and the prevention and suppression of all such nuisances as are not punishable in a summary manner. It has also the control of the borough fund; which, if insufficient for municipal purposes, may be supplemented by a borough rate. The accounts of the borough rates are audited, printed, and published.

Further, the town-council may, on voting a suitable salary, have one or more stipendiary magistrates appointed by the crown; and on complying with certain preliminaries as to the gaol and the salary of the judge, may also obtain a separate court of quarter sessions; for which the crown appoints a recorder, who is the sole judge of the court.

These municipal corporations, it will be observed, possess some peculiar powers, and are subject, on the other hand, to some peculiar restrictions not applicable to corporations in general; an observation which will apply to another species of corporations, possessing many of the municipal functions usually entrusted to the town councils of boroughs. I refer to the numerous local boards which, by special legislation, are invested with extensive powers for the conservation of the public health; and are for that purpose enabled to provide for the effective drainage of the towns or other populous places over which their authority extends, the removal of nuisances arising within their districts, the regulation of new buildings, the construction of streets, the supply of water, and many other matters of local importance, too numerous to mention.

III.-TRADING CORPORATIONS.

The joint-stock principle—Limited liability—Registered companies-Dissolution and winding up of these associations.

I HAVE reserved for separate consideration that class of corporations which consists of individuals associated together for the purposes of trade or business, and with a view to individual profit. The system of association to which I allude, and which has received such gigantic