CHAPTER I.

NATURE OF CORPORATIONS.

§ 1. Definition.

§ 2. Properties of a corporation.

§ 3. Separate existence of corporation.

§ 4. In what sense deemed "persons."

§ 5. Purpose and use of.

§ 6. How classified.

§ 7. Public and private corporations distinguished.

§ 8. What corporations held to be public.

§ 9. Private corporations.

§ 10. Quasi corporations.

§ 11. Municipal corporations.

§ 12. What bodies are not corporations.

§ 1. Definition.-A corporation is an artificial being, invisible, intangible, and existing only in contemplation of law; and it possesses only those properties and pow ers which are conferred upon it by its creator.2 Its existence depends upon a legislative act, to which it either mediately or immediately owes its vitality. It is a collection of individuals united into one body, having perpetual succession under the corporate name, and vested by the policy of the law with the capacity to transact certain kinds of business like a natural person; and such a union can only be effected under a grant of privileges from the sovereign power of the State.4

1 Case of Sutton's Hospital, 10 Co. Rep. 32 b; People v. Assessors of Watertown, Hill, 616.

2 Dartmouth College v. Woodward, 4 Wheat. 518, 636; Head v. Provi dence Ins. Co. 2 Cranch, 127; Weckler e. First Nat. Bank, 42 Md. 581. 3 Paschall v. Whitsett. 11 Ala. N. S. 472; Franklin Bridge Co. v. Wood, 14 Ga. 80; Atkinson v. Marietta etc. R. R. Co. 15 Ohio St. 21. 4 People v. Assessors of Watertown, 1 Hill, 616.

§ 2. Properties of a corporation.-Among the prop erties conferred upon a corporation, in order to effect the

BOONE CORP.-1.

object of its creation, the most important are immortality and individuality; properties, by means of which, a perpetual succession of many persons is considered as the same, and may act as a single individual. The immortality of a corporation means no more than a continued succession of members during the period allotted for the existence of the corporation.2

1 Dartmouth College r. Woodward, 4 Wheat. 518, 636; Providence Bank v. Billings, 4 Peters, 514, 562.

2 People v. Assessors of Watertown. I Hill, 616. And see Fuller v. Plainfield Academic School, 6 Conn. 532; Wilcox v. Wheeler, 47 N. H. 488.

§ 3. Separate existence of corporation.-The pow ers and franchises with which a corporation aggregate is endowed, are regarded as subsisting in the corporation itself, as distinctly as if it were a real personage.1 The members individually are lost in the corporate existence, and it is the legal being which acts and transacts business; 2 and this legal being, or corporate body, is separate and distinct in its rights and obligations from the individuals who compose it. An individual corporator may sue his corporation, and the corporation may sue a corporator.4

1 Brunswick v. Dunning, 7 Mass. 445, 447.

2 People v. Assessors of Watertown, I Hill, 616.

3 Curian v. Santini, 16 La. An. 27; and see Soc. of Practical Knowledge v. Abbott, 2 Beav. 560.

4 Culbertson v. Wabash Nav. Co. 4 McLean, 544; Barnstead v. Empire Mining Co. 5 Cal. 29; Rogers v. Dauby University, 19 Vt. 187; Ex parte Booker, 18 Ark. 338.

§ 4. In what sense deemed "persons.”—In certain respects, and for certain purposes, corporations are deemed persons." And the general rule of construction is, that corporations are entitled to the rights or the remedies conferred by a statute upon "persons" if they fall within the general reason and design of the act.1 Corporations have been deemed persons within attachment laws;2 within insolvent laws; 3 within statutes of usury; within the statute of limitations; 5 within the meaning of a mill