Where property is involved, a corporation is regarded as a person separate and distinct from its stockholders, or any or all of them; Home Fire Ins. Co. v. Barber, 67 Neb. 644, 93 N. W. 1024, 60 L. R. A. 927, 108 Am. St. Rep. 716, per Pound, Com'r. The entirely separate identity of the rights and remedies of a corporation Itself and the individual shareholders is settled; Big Creek Gap Coal & Iron Co. v. Trust Co., 127 Fed. 626, 62 C. C. A. 351; Bronson v. R. Co., 2 Wall. (U. S.,) 283, 11 L. Ed. 725; Davenport v. Dows, 18 Wan. 626, 21 L. Ed. 938; Church v. R. Co., 78 Fed. 526; Forbes v. R. Co., Fed. Cas. No. 4,926, But it is held that while a corporation is ordinarily considered a legal entity, yet it May, in the interest of justice, be considered as an association of. persons ; and where one corporation is organized and owned by the stockholders and officers of another, they may be treated as identical; U. S. v. Transit Co., 142 Fed. 247.
Its residence is fixed by artificial condi tions, such as the location of its principal of fice, or (if a foreign corporation) the per sonal residence of its duly appointed attor ney in fact on whom service is to be made In a state where it is registered as a foreign corporation; Lemon v. Glass Co., 199 Fed. 927.
A corporation having stockholders is or ganized when the first meeting has been call ed, the act of incorporation accepted, officers elected, and by-laws providing for future meetings adopted, within the meaning of a statute providing that incorporators and sub scribers shall hold the franchise until the corporation is organized; Roosevelt v. Hamb lin, 199 Mass. 127, 85 N. E. 98, 18 L R. A. (N. S.) 748; or when the officers provided for in the law of its being have been appoint ed and taken upon themselves the burden of their offices; Com. v. Mann Co., 150 Pa. 64, 24 Atl. 601;, Walton v. Oliver, 49 Kan. 107, 30 Pac. 172, 33 Am. St. Rep. 355. It has been held not to be organized where it had not recorded, a certificate, of complete organiza tion; Loverin v. McLaughlin, lin 111. 417, 44 N. E. 99 ; North Chicago Electric Ry. Co. v. Peuser, 190 111. 67, 60 N. E. 78 ; or filed its articles of incorporation; Capps v. Prospect ing Co., 40 Neb. 470, 58 N. W. 956, 24 L. R. A. 259, 42 Am. St. Rep. 677; or Its certificate that the requisite capital stock had been de posited ; Gent v. Ins. Co., 107 Ill, 652.
In civil cases a corporation is liable for the malice of its officers and servants; [1900] 1 Q. B. 22; [1904] A. C. 423.
Ordinarily in England it cannot be prose cuted for a crime; but it may be for a mis demeanor, which is merely a civil wrong ; (e. if.) for breaches of the Food and Drug Act ; Odger, C. L. 1405. In the United States it may be indicted for crime, but not• for every species; 5 Thomps. Cap. § 6418. It may be for a criminal libel; Brennan v. TraCY, 2 Mo. App. 540 (dictum) ; for keeping a dis orderly house; State v. Agricultural Soc., 54 N. J. L. 200, 23 Atl. 680; for obstructed pub lic navigation by not constructing a draw bridge; Com. v. Proprietors of New Bedford
Bridge, 2 Gray (Mass.) 339 ; for a public nuisance; State v. City of Portland, 74. Me. 268, 43 Am. Rep. 586; Delaware Division Canal Co. v. Com., 60 Pa. 367, 100 Am. Dec. 570; for failure to perform public duties (as of a municipality failing to keep hightvays In repair) ; State v. Town of Murfreesboro, 11 Humph. (Tenn.) 217; for usury; State v. Bank, 2 S. D. 538, 51 N. W. 337; for con spiracy to aid a lynching mob ; Rogers v.
R. Co., 194 Fed. 65, 114 C. C. A. 85; and of course for offences under modern industrial statutes.
It is held that it can be indicted only when the legislation has so provided ; State V. Hotel Co., 42 Ind. App. 282, 85 N. E. 724.
The definition at he beginning of this tle of a corporation sole is the one usually given in the books: It is said, in England, to include the Crown, all bishops, rectors, vicars and the like; 3 Steph. Cora. 15 ed. 2. So of the supervisor of a town ; Jansen v. Os trander, 1 Cow. (N. Y.) 670; the governor of a state; Governor v. Allen, 8 Humphr. (Tenn.) 176. It has been defined as a "term established by usage indicating a person some of whose rights and liabilities are permitted IV law to pass to his successors in a par ticular office, rather than to his heirs, execu tors or administrators. Such a corporation was unknown in the civil law." 21 Harv. L. Rev. 306. But the conception has been dis approved by modern authors. Thus, Sir F. Pollock (note to Maine, Anc. Law 226) says : "Our English category of corporations sole is not only, as Maine calls it, a fiction, but modern, anomalous, and of no practical use. When a parson or other solely corporate of-1 fice-holder dies, there is no one to act for the corporation until a successor is appoint ed, and when appointed, that successor can do nothing which he could not do without be ing called a corporation sole. . . . As for the King, or 'the Crown,' being a corporation sole, the language of our books appears to be nothing but a clumsy and, after all, in effective device to avoid openly personifying the state. . . . The whole thing seems to have arisen from the technical difficulty of making grants to a parson and his successors after the practice of making them to God and the patron saint had been discontinued. . . . All this we may now think makes for historical curiosity rather than philosophical edification." "A bishop is not a • corporation sole" ; per Strong, J., in Kain v. Gibboney, 101 U. S. 362, 25 L. Ed. 813, referring to a Roman Catholic bishop.
See Maitland, Corporation Sole (16 L. Q.
R. 335) ; The Crown as a Corporation (17 id. 131). Judge Thompson has said (Corp. vol. 1, § 8) that the conception of a corpora tion sole is "passing out of American law." See CHARTER; STOCK ; STOCKHOLDER; DI RECTOR; MEETINGS; OFFICER; TRUST Elmo THEORY; DISSOLUTION ; MERGER ; EMINENT DOMAIN; DE FACTO; ECCLESIASTICAL CORPO RATIONS.