corporate existence, the body and its members have also, in the view of the law, a separate and distinct existence. In its relations with other persons and with the state, in the exercise of its powers and control of its property it is only the corporation that acts; everything is done in the corporate name; the obligations contracted, the liabilities incurred, the conveyances made, the functions exercised, are all in the name of the corporation; and thus it is an artificial person.26 But the individual members, though essential to the corporate existence, do not own the property, do not make the contracts, do not commit torts, nor incur the liability of the corporation.27 They retain their own separate personality; each one is a separate and distinct person, with no corporate power, franchise, or property vested in him. It is the collective body of corporators having the right to these powers and franchises and this property of the corporation, that control, govern, and direct its operation.28 However powerful in thought, will, or money any one member may be-however dominant his influence and habithe is not the corporation; and, even though it should happen that he own every share of stock or every acre of land in it, he could not in his own name convey any portion of the corporate property; and the corporation may sue one of its own members, and the member may sue the corporation, on either

28 PARKER V. HOTEL CO., 96 Tenn. 252, 34 S. W. 209, 31 L. R. A. 706; Baldwin v. Canfield, 26 Minn. 43, 1 N. W. 261; Williamson's Syndics v. Smoot, 7 Mart. O. S. (La.) 34, 12 Am. Dec. 494; DARTMOUTH COLLEGE v. WOODWARD, 4 Wheat. (U. S.) 518, 4 L. Ed. 629.

27 Clark, Priv. Corp. §§ 558, 559, 564, 565. But in two notable cases involving the "corporation trust questions" the courts of New York and Ohio have pronounced judgment against corporations for wrongs done by the members. PEOPLE v. SUGAR REFINING CO., 121 N. Y. 582, 74 N. E. 834, 9 L. R. A. 33, 18 Am. St. Rep. 843; STATE v. OIL CO., 49 Ohio St. 137, 30 N. E. 279, 15 L. R. A. 145, 34 Am. St. Rep. 541.

28 Smith v. Hurd, 12 Metc. (Mass.) 371, 46 Am. Dec. 690; Durfee v. Railroad Co., 5 Allen (Mass.) 230, 242; Dudley v. High School, 9 Bush (Ky.) 578.

contracts or torts, even though they affect or concern the affairs of the corporation.29

Corporate Unity.

And yet, separate and distinct as the members and the body are, the members are one; and that one is the corporation.

"The most peculiar and strictly essential characteristic of a corporate body, which makes it to be such, and not some other thing, in legal contemplation, is the merging of the individuals composing the aggregate body into one distinct, artificial, individual existence."30 This quality is aptly expressed by Blackstone in the following simile: "All the individual members that have existed from the foundation to the present time, or that shall ever hereafter exist, are but one person in law-a person that never dies; in like manner as the river Thames is still the same river, but the parts which compose it are changing every instant." 81 In a leading New York case it was declared by Chief Justice Nelson "that the essences of a corporation consist in a capacity to have perpetual succession, and a special name and an artificial form, to take and grant property, contract obligations, sue and be sued by its corporate name as an individual, and to receive and enjoy in common, grants, privileges, and immunities." 32 These expressions used generically in regard to corporations are especially applicable to private corporations; and yet, as we shall see hereafter, the same general principles and rules may apply to both classes.

29 Pope v. Brandon, 2 Stew. (Ala.) 401, 20 Am. Dec. 49; Gordon v. Preston, 1 Watts (Pa.) 385, 26 Am. Dec. 75; Waring v. Catawba Co., 2 Bay (S. C.) 109; Rogers v. Society, 19 Vt. 187; Lexington Life, Fire & Marine Ins. Co. v. Page, 17 B. Mon. (Ky.) 412, 66 Am. Dec. 165.

30 Warner v. Beers, 23 Wend. (N. Y.) 103.

811 Bl. Comm. 468.

32 THOMAS v. DAKIN, 22 Wend. (N. Y.) 9. C. f. Southern Pac. R. Co. v. Orton (C. C.) 32 Fed. 457.

PUBLIC CORPORATIONS-DEFINITION.

4. A public corporation is a corporation created by the state for public purposes only, as an instrumentality to increase the efficiency of government, supply the public wants, and promote the public welfare.

This class of corporations includes not only the municipal corporation, but also agencies of government, called "quasi corporations," whose objects are not the making of private profit nor supplying the wants of the members. 33 All corporations are supposed to be created for the public good; otherwise the legislature, acting for the public, would not enact laws to bring them into existence; and formerly the popular idea was that the public is interested in every corporation created by it through its legislative authority. The members of a corporation were supposed to be able and willing to return something to the state in consideration for the favors conferred upon them by the incorporation. In Virginia and North Carolina the Supreme Courts in early cases made bold to declare that no act of incorporation ought ever to be passed by the legislature but

38 DARTMOUTH COLLEGE CASE, 4 Wheat. (U. S.) 518, 4 L. Ed. 629; HAMILTON CO. v. MIGHELS, 7 Ohio St. 109; Soper v. Henry County, 26 Iowa, 267; MINERS' DITCH CO. v. ZELLERBACH, 37 Cal. 543, 99 Am. Dec. 300; TEN EYCK v. CANAL CO., 18 N. J. Law, 200, 37 Am. Dec. 233; Regents of University v. Williams, 9 Gill & J. (Md.) 365, 31 Am. Dec. 72; Regents of University v. McConnell, 5 Neb. 423. The fact that the state has an interest in it does not make the corporation public, BANK OF U. S. v. BANK, 9 Wheat. 904, 6 L. Ed. 244; nor the fact that part of its support comes from the state, Cleaveland v. Stewart, 3 Ga. 283; nor that it renders service to the state, Thomson v. Railroad Co., 9 Wall. (U. S.) 579, 19 L. Ed. 792.

See, also, Raleigh & G. R. Co. v. Davis, 19 N. C. 451; Alabama & T. R. R. Co. v. Kidd, 29 Ala. 221; McCune v. Gas Co., 30 Conn. 521, 79 Am. Dec. 278; PEOPLE v. MORRIS, 13 Wend. (N. Y.) 325; Bennett's Branch Imp. Co.'s Appeal, 65 Pa. 242; Directors for Leveeing Wabash River v. Houston, 71 Ill. 318.

The

in consideration of services to be rendered to the public. same view found frequent expression or recognition also in the decisions of other states, but this judicial opinion as to matters of public policy in respect to corporations has not controlled the legislative departments of our American states. In the appropriate exercise of their co-ordinate powers with regard to the public policy of the state, the legislatures, during the latter half of the nineteenth century, in some states gradually, in others rapidly, seemed generally to have reached their own conclusion that corporations are a public benefit per se. They have accordingly been concocted and created for nearly every imaginable purpose, public and private.

CLASSIFICATION.

5. Public corporations are divisible into three classes:

(a) Quasi Corporations.

(b) Municipal Corporations.

(c) Quasi Public Corporations.

A quasi corporation is an involuntary political or civil division of the state, created by general law to aid in the administration of government.

A municipal corporation is a body politic and corporate created by law by the incorporation of the inhabitants of a city, town, or district as an agency of the state to regulate and administer the local affairs thereof. A quasi public corporation is a private corporation organized to make profit by rendering public service or supplying public wants.

84 MILLS v. WILLIAMS, 33 N. C. 558.

85 Judge Thompson (1 Thomp. Priv. Corp. § 132), giving extracts from the laws of eight representative states, showing the purposes for which corporations are permitted, describes such legislation as "fantastic patchwork." Judge Dillon (1 Dill. Mun. Corp. § 37) quotes approvingly the language of an Illinois court, that corporations "have become the greatest means of state and national prosperity," and further says that "public and municipal corporations in all the states and territories are constantly created and universally adopted as part of the ordinary machinery of government."

The word "quasi," used in the first and last of the foregoing definitions, is the word usually employed by courts and authors in describing these two kinds of public corporations, and has been so long used as to be recognized as a part of our legal nomenclature, foreign and technical though it be. Literally rendered, a quasi corporation is an almost corporation, and a quasi public corporation is an almost public corporation. To the profession, therefore, a quasi corporation is an organization vested with some of the powers and faculties of a corporation, and yet defective in some essential features, such as a county, a town, or a school district.36

36 The word "quasi" has been too long and generally used to be readily abandoned, but both the quasi corporations might appropriately be included under the term "civil corporations," for civil corporations they surely are. Blackstone says the civil corporations are such as are erected for a variety of temporal purposes, and instances the King, the town and borough corporations, church wardens, college of physicians, and the universities of Cambridge and Oxford. 1 Bl. Comm. *471.

Bouvier defines civil corporations to be "such as afford facilities for obtaining loans of money, making canals, turnpikes, roads, and the like." Title "Corporations."

Judge Dillon declares "civil corporations are of different grades or classes, but in essence and nature they must all be regarded as public." 1 Dill. Mun. Corp. § 25.

It would thus not only simplify the definitions of public corporations, but also comport with the ideas expressed by these standard authors, to say that public corporations are divided into two classes, municipal and civil; the municipal corporation including the strict corporation for urban government, and the civil embracing all other kinds of public corporations.

Quasi corporations are recognized and treated of in the following cases: HAMILTON CO. v. MIGHELS, 7 Ohio St. 109; Wehn v. Commissioners, 5 Neb. 494, 25 Am. Rep. 497; Talbot County Com'rs v. Commissioners, 50 Md. 245; White v. Commissioners, 90 N. C. 437, 47 Am. Rep. 534; School Dist. No. 11 v. Williams, 38 Ark. 454; ASKEW v. HALE COUNTY, 54 Ala. 639, 25 Am. Rep. 730; Soper v. Henry Co., 26 Iowa, 264; HARRIS v. SCHOOL DIST., 8 Fost. (N. H.) 58; Scales v. Chattahoochee County, 41 Ga. 225; Rogers v. People, 68 Ill. 154; Beach v. Leahy, 11 Kan. 23; Hamilton Co. v.