1. The nature of a corporation is set forth in the following standard definitions from acknowledged authorities: (a) "A corporation is an artificial being, invisible, intangible, and existing only in contemplation of law.” 1 (b) "It is a legal institution devised to confer upon the individuals of which it is composed powers, privileges, and immunities which they would not otherwise possess, the most important of which are continuous legal identity or unity, and perpetual or indefinite succession under the corporate name, notwithstanding suc

1 Chief Justice Marshall in the celebrated DARTMOUTH COLLEGE CASE, 4 Wheat. (U. S.) 518-675, 4 L. Ed. 629, wherein the nature of corporations was elaborately considered, and it was established that the charter of a private corporation was an inviolable contract, under the Constitution of the United States, art. 1, § 10. ING.CORP.-1

cessive changes, by death or otherwise, in the corporators or members." 2

(e) "It is a collection of many individuals united into one body under a special denomination, having perpetual succession under an artificial form, and invested by the policy of the law with the capacity of acting in several respects as an individual—particularly of taking and granting property, of contracting obligations, and of suing and being sued, of enjoying privileges and immunities in common, and of exercising a variety of political rights, more or less extensive, according to the design of its institution, or of the powers conferred upon it either at the time of its creation, or at any subsequent period of its existence." s

The three foregoing statements of the nature and qualities of a corporation are the ones most familiar to the modern student of corporations. The first is by the great Chief Justice, and gives terse expression to the fundamental ideas of a corporation. It is not a natural, but an artificial, being or person; it cannot be seen, nor touched, nor recognized by any other human sense; it is a creature of the law, existing only by its authority, and recognized and respected by it alone.

The second definition is by the recognized master of the law of municipal corporations in America. It is fuller, more comprehensive, and more satisfactory to the lawyer. It calls at

2 Judge Dillon, in volume 1, § 18, Commentaries on Law of Municipal Corporations (4th Ed.)—the standard textbook on that subject. 31 Kyd, Corp. 13-a work which has held high repute for a century in both England and America.

4 Agreement of members cannot alone make a corporation; the express consent of the state is necessary. Clark, Priv. Corp. §§ 4, 12-18; 1 Thomp. Priv. Corp. § 35; Hoadley v. Commissioners, 105 Mass. 526; Stowe v. Flagg, 72 Ill. 397; Franklin Bridge Co. v. Wood, 14 Ga. 80.

Judge Dillon's Commentaries on the Law of Municipal Corporations, published originally in 1872-the first American work on this subject-came instantly into professional and judicial favor, and has so constantly and universally maintained it as to be justly entitled to be called "authority."

tention not only to the characteristics emphasized by Chief Justice Marshall in his vivid and sententious definition, but also to other characteristics, viz.: It is composed of individuals; " it has powers, privileges, and immunities not common to natural persons; the members may die, but the corporation continues as a perpetual unity unaffected by their death.

Still fuller and yet more satisfactory than either of the American definitions is that of the great English author, Kyd, the earliest writer in our language upon this topic. Judges, professors, and practitioners have generally united in commending this as a most accurate, practical, and complete definition, and remarkable as found in the first treatise on the subject. In addition to the ideas of this artificial person found in the other definitions, Mr. Kyd has herein specified the chief powers of a corporation, such as the taking and holding and transferring of property, the contracting of obligations and transaction of business, the suing and being sued like a natural person; the idea of certain powers, privileges, and immunities adapted to its object; and the specific purpose of its creation.

61 Thomp. Priv. Corp. § 7; Clark, Priv. Corp. § 1, Append. p. 644; 1 Coke, Inst. 202, 250; 2 Kent, Comm. 267, 268; People v. Watertown, 1 Hill (N. Y.) 620; Hightower v. Thornton, 8 Ga. 492, 52 Am. Dec. 412. The corporation sole, a favorite of English courts for the protection of the crown and of ecclesiastics, has been recognized in several of the United States. Day v. Stetson, 8 Me. 365; GOVERNOR v. ALLEN, 8 Humph. (Tenn.) 176; Inhabitants of First Parish in Brunswick v. Dunning, 7 Mass. 447; Roman Catholic Archbishop v. Shipman, 79 Cal. 288, 21 Pac. 830; Jansen v. Ostrander, 1 Cow. (N. Y.) 670; McCloskey v. Doherty, 97 Ky. 300, 30 S. W. 649. But corporations sole are rare in America, and not increasing in number or favor.

7 Lord Coke, reporting the opinion of Manwood, C. B., says: "They are invisible, immortal, having no conscience or soul." And in our day the responsible members are not liable personally.

81 Thomp. Priv. Corp. § 10; Clark, Priv. Corp. § 15; State v. Stormont, 24 Kan. 686; Fuller v. Academic School, 6 Conn. 543; Fairchild v. Association, 71 Mo. 526.

These are sometimes distinguished as essential attributes and non-essential incidents. Clark, Priv. Corp. §§ 6, 7.