quasi corporation is thereby created. Again, whenever the legislature creates for any governmental purpose a board of officers, and charges them with the performance of public duties, whether for the state at large, or some portion thereof, such as a county, or a district embracing more or less than a county, a town or township, or a municipality, such board is generally treated as a quasi corporation. Illustrations of this are to be found in boards of education, of public works, boards of railroad and warehouse commissioners, and sanitary commissions. Where these public functions are performed by a single person, he is generally called an officer, though in Tennessee it has been ruled that the Governor is a quasi corporation sole. But consistently with the logical conception of a corporation that it is a body of individuals organized under law for a distinct and definite purpose-the courts usually treat a public board of officers, whether municipal, county, or state, if it be specially created for a particular governmental purpose, as a quasi corporation. For convenience, these minor quasi corporations will be considered briefly in two groups: (a) those wherein the local subdivision is the prominent feature; (b) governmental boards or commissions.

8 School Town of Princeton v. Gebhart, 61 Ind. 187; CITY OF GALVESTON v. POSNAINSKY, 62 Tex. 118, 50 Am. Rep. 517; Fourth School Dist. v. Wood, 13 Mass. 193; Cooley, Const. Lim. (6th Ed.) pp. 294, 295.

4 A board of public works of a city is a quasi corporation, and the nature of its duties, laying out streets, establishing grades, sewers, etc., requires it to keep a record of its proceedings, although no such record is in terms provided for. Larned v. Briscoe, 62 Mich. 393. 29 N. W. 22; People v. Harper, 91 Ill. 357; Levy Court v. Coroner, 2 Wall. (U. S.) 501, 17 L. Ed. 851; Lower Board of Com'rs of Roads v. McPherson, 1 Speers (S. C.) 218; Scioto Com'rs v. Gherky Wright (Ohio) 493.

5 POLK v. PLUMMER, 2 Humph. 500, 37 Am. Dec. 566; Governor v. Allen, 8 Humph. 178; Felts v. Mayor of Memphis, 2 Head, 656.

6 Elliott, Mun. Corp. § 252; Board of El Paso County Com'rs v. Bish, 18 Colo. 474, 33 Pac. 184; White v. Charleston, 2 Hill (S. C.) 571; CITY OF DETROIT v. BLACKEBY, 21 Mich. 84, 4 Am. Rep.

NEW ENGLAND TOWNS.

29. The New England town, as the political unit of the state, closely resembles counties in other states, in character, powers, and organization. Being the most highly organized of all quasi corporations, it possesses in addition most of the characteristics of a municipality, and thus in many respects is controlled by the law of municipal corporations.

The New England town has been the subject of much legal discussion and judicial decision, as well as political panegyric. Though not of identical nature or uniform powers in the several New England states, it is recognized as of superior importance to the county in all of them." The town is a constituent element of the county, not a subdivision of it. It is older than the county, and in Rhode Island is claimed to be older than the state. It is the germ of political and social organization. From the beginning it has claimed and exercised governmental powers for the support of churches and schools, as well as the preservation of peace and order, the construction and care of public roads and bridges, and the support of the poor. Only the sovereign functions of government were left by this masterful community to the colony or the state, and even some of them it was inclined to exercise. The people governed, not by delegates or representatives, but in person in their annual assemblies.10 At these town meetings they determined the objects for which the town should appropriate

7 Dill. Mun. Corp. § 28.

8 See Arn. Hist. c. 7.

1 Dill. Mun. Corp. § 30; Stetson v. Kempton, 13 Mass. 272, 7 Am. Dec. 145; ALLEN v. TAUNTON, 19 Pick. (Mass.) 485; Burrill v. Boston, 2 Cliff. 590, Fed. Cas. No. 2,198.

10 "The marked and characteristic distinction between a town organization and that of a city is that in the former all of the qualified inhabitants meet, deliberate, act, and vote in their natural and personal capacities, whereas in a city government this is all done by their representatives." WARREN v. CHARLESTOWN, 2

Gray (Mass.) 101.

F

money, levied the taxes therefor, and chose officers to manage all their affairs.11 Some towns exercised special powers not claimed by others. The general statutes of the several states have specified the powers to be exercised by the towns, and are to be regarded generally as the measure and enumeration of those powers. 12 They are not, however, held to be exclusive, but in several instances the New England courts have

11 Justice Gray, in Town of Bloomfield v. Bank, 121 U. S. 121, 7 Sup. Ct. 865, 30 L. Ed. 923, said: "The annual election of town officers, or any other act which the statutes require to be done by the inhabitants at each annual meeting, might perhaps be sufficiently proved by what was done at the meeting, without proving a special notice of it in the warning. But with these exceptions, such a notice is a necessary prerequisite to the validity of any act of the town either at annual meetings or at a special meeting."

See Cooley, Const. Lim. (6th Ed.) p. 223, note.

12 "Towns in Connecticut, as in the other New England states, differ from trading corporations, and even from municipal corporations elsewhere. They are territorial corporations, into which the state is divided by the legislature from time to time, at its discretion, for political purposes and the convenient administration of the government; they have those powers only which have been expressly conferred upon them by statute, or which are necessary for conducting municipal affairs, and all the inhabitants of the town are members of the quasi corporation." Town of Bloomfield v. Bank, 121 U. S. 121, 7 Sup. Ct. 865, 30 L. Ed. 923.

See Stetson v. Kempton, 13 Mass. 272, 7 Am. Dec. 145; Hooper v. Emery, 14 Me. 375; Coolidge v. Brookline, 114 Mass. 592.

Likewise, Chief Justice Perley, of New Hampshire, in a leading case, declared: "Towns are general, political, and territorial divisions of the county, with uniform powers and duties, defined and varied from time to time by general legislation. Towns in New England do not hold their powers ordinarily under any grant of the government to the individual corporation, or by virtue of any contract with the government, or upon any condition, express or implied. They give no assent in their corporate capacity to the laws which have imposed their public duties or fixed their territorial limits." EASTMAN v. MEREDITH, 36 N. H. 284, 72 Am. Dec. 302.

And Chief Justice Shepley, in Hooper v. Emery, 14 Me. 375, says: "The inhabitants of every town in this state are declared to be a body politic and corporate by the statute; but these corporations de

ruled that a power might exist in a town by usage or prescrip

tion.18

Statutory Town Functions.

The principal statutory powers ordinarily exercised by a New England town are

(1) To sue and be sued in the corporate name and capacity; (2) To acquire and hold real estate and personal property for the public use of the inhabitants, and also in trust for the support of the town schools, and to promote education therein; (3) To make contracts for the exercise of the corporate powers, and to dispose of corporate property;

(4) To appropriate out of town revenues money for the following purposes: (a) Support of town schools; (b) care of the poor; (c) construction and repair of highways and bridges; (d) the destruction of noxious animals; (e) purchase and care of cemeteries; (f) the writing and publication of town histories, and the erection of buildings or monuments to the memory of soldiers and sailors; (g) all other necessary charges arising in the town government; 14

(5) To levy and collect taxes for town purposes; (6) To enact town ordinances.15

rive none of their powers from, nor are any duties imposed upon them by, the common law. They have been denominated quasi corporations, and their whole capacity, powers, and duties are derived from legislative enactment."

These and kindred declarations of the law by the New England judges seem plainly to authorize the statement of the text that these towns are not municipal, but quasi, corporations. And yet it is not easy to distinguish the Massachusetts town from the ordinary municipality, when we consider its powers as declared by the Massachusetts General Statutes of 1860, whereby they are declared to be bodies corporate, with the powers enumerated in the text.

13 Willard v. Newburyport, 12 Pick. (Mass.) 227; Spaulding v. Lowell, 23 Pick. (Mass.) 71.

141 Dill. Mun. Corp. (4th Ed.) p. 47, note; Rutland v. West Rutland, 68 Vt. 155, 34 Atl. 422.

15 Easthampton v. Hill, 162 Mass. 302, 38 N. E. 502; Lovell v. ING.CORP.-7

Town Meetings.

The annual town meeting is held at an appointed time, either in the spring or fall. It is composed of the qualified voters of the town. Special town meetings may be called on due notice by the selectmen or other statutory authority. At the annual meeting it is competent to elect the town officers for the ensuing year, levy the annual taxes, make appropriations for town purposes, and transact any other corporate business. At the special meeting only such business may be transacted as is expressed in the warrant calling the meeting. The selectmen constitute the governing board, and the officers are a town clerk, treasurer, collector, assessors, constables, and others of less importance.18 "Towns are subject by the common law to an indictment for neglect of duties enjoined upon them, but are not liable to an action for such neglect unless the action be given by some statute." 17

TOWNSHIPS.

30. The township is a subdivision of a county vested with certain functions of local government, closely correlated

with the county government, and less highly organized than the New England town.

The township exists as an agency of the state government in a few of the Eastern states, in all of the Western states, from Ohio to the Pacific Ocean, and in a few of the states of the South. Its officers consist of a board of supervisors or trustees, in lieu of selectmen, with others the same as in the

Charlestown, 66 N. H. 584, 32 Atl. 160. See State v. Hoff (Tex. Civ. App.) 29 S. W. 672; State v. Tweedy, 115 N. C. 704, 20 S. E. 183.

Relative to necessity

16 1 Dill. Mun. Corp. (4th Ed.) p. 48, note 2. for specification in warrant calling special meeting of such business as can be transacted at such meeting, see Smith v. Town of Westerly, 19 R. I. 437, 35 Atl. 526; Arnold v. Price, Id. But see Mowry v. Mowry, 20 R. I. 74, 37 Atl. 306.

17 MOWER v. LEICESTER, 9 Mass. 247, 6 Am. Dec. 63.