With a view to ensure the performance of those duties, and a strict adherence to those regulations which are imposed upon corporate bodies either by the will of their founders or the general tenor of their charters, there are certain persons and courts, whose office it is to exercise a power of superintendence and correc tion.
In the instance of eleemosynary bodies, as colleges, schools, and hospitals, the person so appointed is called a visitor, and is either the heir of the original founder, or some person specially appointed by him, or (in the absence of either of these) the king. [CoLLEaIum.] In ecclesiastical corporations, the bishop of the diocese is, of common right, the visitor. His right of visitation formerly also extended over all the monastic estab lishments within the same district, unless the abbot or other head of the convent had purchased a papal bull of exemption, the effect of which was to subject him to the sole superintendence of the pope himself. With regard to lay corpora tions, such as municipal corporations, trading companies, and similar bodies, their irregularities are left for correction to the ordinary courts of justice, which have sufficient powers for that purpose. The Court of King's Bench exercises the authority by the writ of mandamus of compelling corporate bodies to do acts which they ought to do and neglect to do.
A corporation may be extinguished in various ways.
1. A corporation aggregate may be ex tinguished by the natural death of all the members.
2. Where a select body of definite num ber, constituting an integral part of the corporation, is so reduced by death, or other vacancy, that a majority cannot be present at corporate meetings, the whole body becomes incapable of doing any cor porate act, and, according to the better opinion, the corporation is thereby extin guished. This is the result of a rule in corporation law,—that every act must be sanctioned, not only by a majority of the number actually present at a meeting, but also at a meeting composed of a majority of each definite body into which the cor poration has been subdivided by the charter. Thus, if a corporation consists of a mayor, twelve aldermen, and an in definite number of burgesses, at least seven aldermen must be present at every meeting; nor can a legal meeting be con vened in the absence of the mayor, except for the purpose of electing a new one. The tendency of the rule is to compel the elective body to fill up vacancies without delay, and to secure the attendance of a competent number when the public busi ness is transacted. The rule is inappli
cable to a body of indefinite number, such as the general body of freemen ; and it is liable to be modified and controlled by the charter, or other fundamental constitution of the corporation. The rule of the civil law, requiring the actual presence of two thirds of the corporation at elections, seems to have been dictated by a similar policy ; but Sir W. Blackstone (Com mentaries, vol. i. p. 478) is in error, when he supposes that a bare majority of the body so assembled could not bind the rest. (See Pancirollus, Vs Magist. Municip. aped Greevium.) 3. A dissolution may be effected by a surrender to the crown ; at least where the incorporation is by charter, and where all the members concur and are competent to concur.
4. A corporation may he forfeited, where the trust for which it was created is broken, and its institution perverted. Such a forfeiture can only be declared by judgment of the superior courts on process issued in the ordinary course of law, called, from the initial words of the writ, Quo 1Varranto, in which the fact of misuser, if denied, must be submitted to a jury.
5. A corporation may be dissolved or remodelled by act of parliament.
Having already alluded to the religions corporations of monks and other regular clergy formerly existing in this country, we may observe that the validity of the surrenders obtained by the crown at their suppression was deemed sufficiently doubt ful to require the confirmation of an express act of parliament. Even then, in the opinion of the canonists, the spiritual incorporations still continued until sup pressed by competent spiritual authority, and were capable of perpetuation, although their possessions were lost, and their civil rights extinguished. Hence it was that the Brigettine nuns of Sion, suppressed by Henry VIII., restored by Queen Mary, and again ejected by her successor, con tinued to maintain a migratory existence for two centuries and a half in Holland, Belgium, France, and Portugal, and still claimed to be the same convent which Henry V. had founded on the banks of the Thames. (See letter of the Abbe Mann, 13 Arehoologia.) The corporations established for local administration of towns are now generally called municipal corporations. [MUNI