Home >> Encyclopedia Americana, Volume 8 >> Civil List to County Government In The >> Corporations_P1

Corporations

franchise, law, ad, person, corporation, corporate, association, idea and history

Page: 1 2 3 4

CORPORATIONS, of.— The origin of corporations is lost in antiquity. The word "corporation') comes from Latin corporo, from a Sanskrit root signifying "to form into a body." °This masterpiece of juristic ingenuity is usually attributed to the Romans." Yet they are said to have existed in Greece (594 n.c.), in Phoenicia (900 sc.) and possibly in Babylonia (2200 a.c.).

A recent definition is: A corporation is °an association of persons to whom the sov ereign has offered a franchise to become an artificial juridical person with a name of its own under which they can act and contract, sue and be sued, and who have accepted the offer and effected an organization in substantial conformity with its terms." The prominent ideas are: association, franchise and person,— so related that the association °is converted by the franchise" into a new person, characterized by unity and continuity. °Groups') of persons or things are as old as human history. Wolf pack, deer-herd, bee-swarm, must have been among the most vivid of man's pre-human ex periences. Hunting-pack, totem-group, family group, war-host were the earliest and most important of human experiences. °Man did not make society. Society made man." The primitive fundamental personal conception is "our" or in which °my)) and °P) are included but not distinguished. The "group" is the "entity," which includes the individual, as a part of 'xit.') The family was a permanent body, with perpetual succession, including both the living and the dead, forming one individual ity, distinct from its members. Radin says this is the datum to begin with, and its corporate character was °much more clearly apprehended than the conception of detached individuals.* Primitive society was organized along three lines: (1) Kinship, natural, involuntary, as tribe, clan, family; (2) Totemistic, artificial, as phratry, age-grade, etc.; (3) Ceremonial, quasi voluntary, conventional, as secret societies, etc. All these were continuous units with distinctive names, usually with religious significance. In Solon's times (c. 594 nc.) there were aphratries,)) °orgeones," "gensx' and °clans? So, too, as early as the 8th century n.c., there were many "clanless)) people, who were organ ized for Dionysos worship, on the model of the existing corporate bodies, such as clan, phratry, etc. The Greek terms were band of initiated religious followers; gorgeones* — a fraternity of worshippers and celebrants; ceranos,°— a festal band of collecta; °koinotip — things had in common; and °synods" — a meeting together. The first three were used disjunctively and last two collectively, but inter changeably. In Latin, collegium, a group of colleagues, is the oldest term; corpus, a whole composed of parts, is next in frequency of use, and interchangeable with collegium. Sodales,

a group of companions, was used for official brotherhoods. Universitas, a later term, signi fied °turned into one, all together, collectively." In all these words there is the idea of a unity in the possession of something, as, e.g., a religious rite or a slave. In the earliest history the "outward sign of all corporate organization was community of rites," carrying with it the idea of continuity and permanency of associa tion. Societas, on the other hand, was used for a temporary association. This idea of per manence persists throughout corporate history. With Ulpian (220 Aix), °whether the individ uals all remain, or are all changed, the corpora tion remains,'? or Bracton (1260 A.D.), a cor poration is as a flock of sheep, °always the same flock, though the sheep successively de part)); or Blackstone (1765), °all the individual members that have existed, or that shall ever exist, are but one person in the law, a person that never dies, as the river Thames is the same river though the parts are changing every instant." In 1691 it was said that °the whole frame and essence') of a corporation consist in the franchises which constitute this body politic. Comyns (c. 1740) says "A corporation is a franchise' created by the King.* A franchise, by Blackstone (1765) and Finch (1613) is 'a branch of the King's prerogative existing in the hands of the subject? Our Supreme Court (1887) says, 'A franchise is a right, privilege or power of public concern, which is not to be exercised by private individuals . . . but should be reserved for public control . . . Corporate capacity is a franchise." The Continental doc trine is the same. No corporation can be created without authority from the sovereign or state. This probably comes from the Roman law. Greek and Roman corporations originally were mere voluntary associations. They early became centres of political conspiracy and required regulation. Solon (c. 600 D.C.) and the XII Tables (450 B.c.) permitted agreements not contrary to law. The Bacchanalian sacra were forbidden to be secretly celebrated by more than two men and three women, together, by a Senatus Consultitm (186 B.c.). In 64 RC. boister ous game celebrating colleges were dissolved. The Clodian law (58 a.c.) permitted them but the Licinian law (55 }lc.) again forbade them. Julius Cesar abolished political collegia in Rome, and Augustus (7 A.D.) required all in Italy affecting the public to be sanctioned by emperor or Senate; Trojan extended this to the prov inces (98-117 A.D.), and by the time of Gaius (c. 150 A.D.) and Marcian (c. 215 A.D.), unless i a collegium is specifically authorized it is illicit, and its assemblies seditious.

Page: 1 2 3 4