CORPORATION (Lat. corpus, a body). A body, consisting of one or more natural persons, established by law, usually for some specific purpose, and continued by a succes sion of members.
It is this last characteristic of a corporation, sometimes called its immortality, prolonging its ex istence beyond the term of natural life, and thereby enabling a long-continued effort and concentra tion of means to the end which it was designed to answer, that constitutes its principal utility. A corporation is modelled upon a state or nation, and is to this day called a body politic as well as car porate,—thereby indicating its origin and deriva tion. Its earliest form was, probably, the munici pality or city, which necessity exacted for the control or local police of the marts and crowded planes of the state or empire. The combination of the commonalty in this form for boat government became the earliest bulwark against despotic power : and a late philosophical historian traces to the re mains and remembrance of the Roman municipia the formation of those electivo governments of towns and cities in modern Europe, which, after the fall of the Roman empire, contributed so largely to the preservation of order and to the protection of the rights of life and property as to become the foundation of modern liberty. McIn tosh, Mist. of Eng. pp. 31,32.
Aggregate corporations are those which are composed of two or more members at the same time.
Civil corporations are those which are cre ated to facilitate the transaction of business.
Ecclesiastical corporations are those which are created to secure the public worship of God.
Eleemosynary corporations are those which are 'created for the purposes of charities, such as schools, hospitals, and the like.
Lay corporations are those which exist for secular purposes.
Private corporations are those which are created wholly or in part for purposes of private emolument. 4 Wheat. 668; 9 id. 907.
Public corporations are those which are ex clusively instruments of the public interest.
Sole corporations are those which by law consist of but one member at any one time.
2. By both the civil and the common law, the sovereign authority only can create a cor poration,—a corporation by prescription, or so old that.the license or charter which created it is lost, being presumed, from the long-con tinued exercise of corporate powers, to have been entitled to them by sovereign grant. In England, corporations are created by royal charter or parliamentary act ; in the United states, by legislative act of any state, or of the congress of the United States,—congress having power to create a corporation, as, for instance, a national bank, when such a body an appropriate instrument for the exercise of its constitutional powers. 4 Wheat. 424.
All corporations, of whatever kind, are moulded and controlled, both as to what they may do and the manner in which they may do it, by their charters or acts of incorporation, which to them are the laws of their being, which they can neither dispense wltli nor alter. Subject, however, to such limitations as
these, or general statute or constitutional law, may impose, every corporation aggregate has, by virtue of incorporation and as inci dental thereto, first, the power of perpetual succession, including the admission, and, except in the case of mere stock corporations, the removal for cause, of members ; second, the power to sue and be sued, to grant and to receive grants, and to do all acts which it may do at all, in its corporate name.; third, to purchase, receive, and to hold lands and other property, and to transmit them in suc cession ; fourth, to have a common seal, and to break, alter, and renew it at pleasure ; and, fifth, to make by-laws for its govern ment, so that they be consistent with its char ter and with law. Indeed, at this day, it may be laid down as a general rule that a cor poration may, within the limits of its char ter or act of incorporation express or implied, lawfully do all acts and enter into all con tracts that a natural person may do or enter into, so that the same be appropriate as means to the end for which the corporation was created.
3. A corporation may be dissolved, if of limited duration, by the expiration of the term of its existence, fixed by charter or ge neral law; by the loss of all its members, or of an integral part of the corporation, by death or otherwise, if the charter or act of incorporation provide no mode by which such loss may be supplied; by the surrender of its corporate franchise to, and the accept ance of the surrender by, the sovereign au thority; and, lastly, by the forfeiture of its charter by the neglect of the duties imposed or abuse of the privileges conferred by it the forfeiture being enforced by proper legal process.
4. In England, a private as well as a public corporation may be dissolved by act of par liament ; but in the United States, although the charter of a public corporation may be altered or repealed at pleasure, the charter of a private corporation, whether granted by the king of Great Britain previous to the re volution, or by the legislature of any of the states since, is, unless in the latter case ex press power be for that purpose reserved, within the protection of that clause of the constitution of the United States which, among other things, forbids a state from passing any "law impairing the obligation of contracts." Const. II. S. art. 1, sect. 10 ; 4 Wheat. 518. Under this clause of the con stitution it has been settled that the charter of a private corporation, whether civil or eleemosynary, is an executed contract be tween the government and the corporation, and that the legislature cannot repeal, im pair, or alter it against the consent or with out the default of the corporation, judicially ascertained and declared. id.
A corporate franchise, however, as to build and maintain a toll-bridge, may, by virtue of the power of eminent domain, be condemned by a state to public uses, upon just compen Aation, like any other private property. 6 How. 507.