A corporation cannot be created by any authority except that of the king or the parliament. Where any such body has existed from time beyond legal memory, it is presumed to have a legitimate origin Us one or the other of the above sources.
Until the Reformation the pope and the bishop of the diocese were considered necessary parties to the foundation of any new society of monks or regular clergy. The refusal of the pope to confirm the foundation of Sion Monastery in the reign of Henry VI. is known to have caused an alteration in the original plan of that establishment. (Cotton's Abridgment, 589.) The king creates a corporation by letters-patent : the parliament by act of parliament, that is, by a law. Sometimes a corporation is created by implication from the words of an act of parliament ; for instance, if certain persons, such as tne conservators of a river, are declared to take lands by succession, they are in corporated : for the word "succession" is opposed to " inheritance," and involves the notion of a corporate body. Custom sometimes establishes a corporation, as in the case of churchwardens, who are a corporation with respect to the goods and chattels of the church, and they may pur chase goods for the church, but not land, except by the special custom of the city of London. Those corporations which have existed from time beyond legal memory, and have no charter or warrant to show for their authority, are said to be corporations by prescription.
The principal incidents of a corporation aggregate are the following :— 1. It can purchase, convey, and bold land or goods in perpetual succession, not withstanding the changes and fluctuations that occur among the members successively appointed to fill the vacancies which hap pen in it.
2. It can become a party to proceedings at law, or to contracts, by the corporate name given to it on its foundation.
3. The act or assent of the majority is binding on all the rest; such at least is the general rule, wherever the instrument of foundation does not otherwise provide.
4. It signifies its assent, and testifies its corporate acts, by a common seal, without which hardly any contract is binding on the corporate body.
5. It is competent to enact regulations called bylaws, which are binding on the members of the corporation, and, in some cases, on strangers also. [I3etaw.] 6. The particular members of the body are not in general personally responsible for the acts, contracts, or defaults of the corporation, so long as the acts of the cor poration are conformable to the powers which are given to it. This exemption from individual liability makes it very desirable for commercial and other trading companies to obtain charters of incorpora tion, by which the members escape the risk of ordinary partnerships.
7. The personal defaults or misconduct of the members cannot in general be visited on the corporate body.
The capacity of holding land is re strained by the statutes of mortmain, which make it necessary to obtain an express licence to that effect from the crown or the legislature. [iloaTmenii.] With regard to the exemption from personal responsibility in respect of cor porate acts, the members of the body can not directly authorize an injury to be done to another under the sanction of a corporate act, without incurring the usual personal consequences. Thus. if a cor poration should by an instrument under the common seal direct a trespass to be committed on a third person, every mem ber of the majority who was present, and actually assenting to the act, would be liable in his private capacity.
The mode of filling up vacancies which occur in the constituent members of the corporate body, is determined either by the express provisions of the charter of incorporation, or (in the case of immemo rial corporations) by ancient usage. The most common and regular method of maintaining the succession is by election. In the case of corporations sole the suc cessor is appointed by the crown, or by a patron or founder. In the case of ecclesiastical corporations the forms of election are in many instances preserved, but the substantial right of nomination has long been exercised either by the crown or by some authority or person independent of the chapter or other cor porate body.