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In our examination of Public Rights, we have treated
successively of the Civil Government and of the Church.
But there are many other institutions which belong,
equally with these, to the division of Public Rights,—as
relating immediately to the community at large, or to
large classes of it, and not merely to the individual; and
which yet, as having no connection with the subject of
government, whether civil or ecclesiastical, have hitherto
found no proper place in our disquisitions. In conformity
with the division already laid down, these may be desig-
nated without impropriety (though perhaps without suffi-
cient authority) as the laws of Social Economy ;-and
the following Part of the present Book will be devoted to
the examination of them under their principal heads (a).
(a) Vide sup. vol. II. p. 316.

VOL. III.

B

CHAPTER I.

OF THE LAWS RELATING TO CORPORATIONS.

THE principle of those social institutions, called bodies corporate (corpora corporata) or corporations, has already been in some measure explained (a); and we have seen that they are artificial persons created by the law, and endowed by it with the capacity of perpetual succession (b).

[Of corporations there is a great variety, subsisting for the advancement of religion, of learning, or of commerce; in order to preserve entire and for ever those rights and immunities, which, if they were granted only to those individuals of which the body corporate is composed, would upon their death be utterly lost and extinct. To show the advantages of these incorporations let us consider the case of a college in any of our universities, founded ad studendum et orandum, for the encouragement and support of religion and learning. If this were a mere voluntary assembly, the individuals which compose it might indeed pray, study, and perform scholastic exercises together, so long as they could agree to do so; but they could neither frame nor receive any laws or rules of their conduct-none, at least, which would have any binding force, for want of a coercive power to create a sufficient legal obligation.

So also with regard to holding estates or other property, if land be granted for the purposes of religion or learning to twenty individuals not incorporated, there is

(a) Vide sup. vol. I. pp. 124, 358, (b) Vide sup. vol. I. p. 358. 454, 473.

[no legal way of continuing the property to any other persons for the same purposes, but by endless conveyances from one to the other as often as the hands are changed.

But when such grantees are consolidated and united into a corporation, they and their successors are then considered as one person in law: as one person, they have one will, which is collected from the sense of the majority of the individuals: this one will may establish rules and orders for the regulation of the whole, (which are a sort of municipal laws of this little republic;) or rules and statutes may be prescribed to it at its creation, which are then in the place of natural laws (c). Again, the privileges and immunities, the estates and possessions of the corporation, when once vested therein, will remain for ever vested, without any new conveyance to new successors. For all the individual members that have existed from the foundation to the present time, or that shall ever after exist, are but one person in law, a person that never dies; in like manner as the river Thames is still the same river, though the parts which compose it are changing every instant.

The honour of originally inventing these political constitutions entirely belongs to the antient Romans. They were introduced, as Plutarch says, by Numa; who finding, upon his accession, the city torn to pieces by the two rival factions of Sabines and Romans, thought it a prudent and politic measure to subdivide these two into many smaller ones, by instituting separate societies of every manual trade and profession. They were afterwards much considered by the civil law, in which they were called universitates, as forming one whole out of many individuals; or collegia, from being gathered together (d). They were adopted also by the canon law, for the maintenance of ecclesiastical discipline; and from

(c) 1 Bl. Com. p. 468.

(d) Ff. 1. 3, t. 4, per tot.

[them our spiritual corporations are derived. But our laws, according to the usual genius of the English nation, have considerably refined and improved upon the invention, -particularly with regard to sole corporations, or such as consist of one person only, of which the Roman lawyers had no notion; their maxim being that tres faciunt collegium (f): though they also held that if a corporation originally consisting of three persons be reduced to one, si universitas ad unum redit, it may still subsist as a corporation, et stet nomen universitatis (g).]

Before we proceed to say more of corporations, it will be expedient to take a view of the several sorts of them; but here we must premise the general remark, that we have no intention for the present to take any notice of those kinds which may be created (as will appear hereafter) under modern statutes, with new and peculiar incidents by way of innovation upon the principles of the common law; but mean to confine ourselves, in the first instance, to corporations that are governed by those principles, or, in other words, to corporations ordinarily and properly so called.

[The first division of corporations is into aggregate and sole. Corporations aggregate consist of many persons united together into one society, and are kept up by a perpetual succession of members so as to continue for ever-of which kind are the mayor and commonalty of a city, the head and fellows of a college, the dean and chapter of a cathedral church. Corporations sole consist of one person only and his successors, in some particular station; who are incorporated by law, in order to give them some legal capacities and advantages, particularly that of perpetuity, which in their natural persons they could not have had. In this sense the sovereign is a sole corporation; so is a bishop; so are some deans distinct from their several chapters; and so is every rector and

(ƒ) Ff. 50, 16, 8, 9.

(g) Ff. 3, 4, 7.

[vicar (h). And the necessity, or at least use, of this institution will be very apparent, if we consider the case of the parson of a church. At the original endowment of parish churches the freehold of the church, the churchyard, the parsonage-house, the glebe, and the tithes of the parish, were vested in the parson by the bounty of the donor, as a temporal recompence to him for his spiritual care of the inhabitants; and with intent that the same emolument should ever afterwards continue as a recompence for the same care. But how was this to be effected? the freehold was vested in the parson; and if we supposed it vested in its natural capacity, on his death it might descend to his heirs, and would be liable to his debts and incumbrances: or at least the heir might be compellable, at some trouble and expense, to convey these rights to the succeeding incumbent. The law, therefore, has wisely ordained that the parson, quatenus parson, shall never die, any more than the sovereign-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.

Another division of incorporations is into ecclesiastical and lay (i). Ecclesiastical (or spiritual) corporations are where the members are entirely spiritual persons, such as bishops, parsons, and the like; which are corporations sole. But there are also ecclesiastical corporations aggregate; as deans and chapters at the present day (k); and formerly,

(h) Co. Litt. 43. It has been determined that a "vicar choral" is a corporation sole, and as such liable to his successors for dilapidations in his house of residence. (Greaves v. Parfitt, 7 C. B. (N. S.) 838.)

(i) As to ecclesiastical corporations, considered in reference to their power of alienation and of holding

land, vide sup. vol. I. pp. 454-463, 473, et post, pp. 16, 17. As to lay incorporations in reference to the same subject, vide sup. vol. I. pp. 454, 473, 474.

(k) Some deans (as distinct from their chapters) are corporations sole. (1 Bl. Com. p. 470.)

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