and vicar. And the necessity, or at least use, of this institution will be very apparent, if we consider the case [*470 ] of *a parson of a church. At the original endowment of parish churches, the freehold of the church, the churchyard, the parsonage house, the glebe, and the tithes of the parish, were vested in the then parson by the bounty of the donor, as a temporal recompence to him for his spiritual care of the inhabitants, and with intent that the same emoluments should ever afterwards continue as a recompence for the same care. But how was this to be effected? The freehold was vested in the parson; and, if we suppose it vested in his natural capacity, on his death it might descend to his heir, and would be liable to his debts and incumbrances: or, at best, the heir might be compellable, at some trouble and expence, to convey these rights to the succeeding incumbent. The law therefore has wisely ordained, that the parson, quatenus parson, shall never die, any more than the king; by making him and his successors a corporation. By which means all the original rights of the parsonage are preserved entire to the successor: for the present incumbent, and his predecessor who lived seven centuries ago, are in law one and the same person; and what was given to the one was given to the other also. Ecclesisastical corporations. Another division of incorporations, either sole or aggregate, is into ecclesiastical (4) and lay. Ecclesiastical corporations are where the members that compose it are entirely spiritual persons: such as, bishops; certain deans, and prebendaries; all archdeacons, parsons, and vicars; which are sole corporations: deans and chapters at present, and formerly prior and convent, abbot and monks, and the like, bodies aggregate. These are erected for the (4) And these again were formerly subdivided into regular and secular. The members of the regular ecclesiastical corporation lived under some conventual rule; the members of a secular corporation conversed in seculo; i. e. ministered to the laity. Lay corpora tions civil, what. furtherance of religion, and perpetuating the rights of the church. Lay corporations are of two sorts, civil and eleemosynary. The civil are such as are erected for a variety of temporal purposes. The king, for instance, is made a corporation to prevent in general the possibility of an interregnum or vacancy of the throne, and to preserve the possessions of the crown entire; for immediately upon the demise of one king, his successor is, as we have formerly seen, in full possession of the regal rights and dignity. Other lay corporations are erected for the good government of a town or particular district, as a mayor [*471 ] and commonalty, bailiff and burgesses, or the like: some for the advancement and regulation of manufactures and commerce; as the trading companies of London, and other towns and some for the better carrying on of divers special purposes; as churchwardens, for conservation of the goods of the parish; the college of physicians and company of surgeons in London, for the improvement of the medical science; the royal society, for the advancement of natural knowledge; and the society of antiquaries, for promoting the study of antiquities. And among these I am inclined to think the general corporate bodies of the universities of Oxford and Cambridge must be ranked: for it is clear they are not spiritual or ecclesiastical corporations, being composed of more laymen than clergy: neither are they eleemosynary foundations, though stipends are annexed to particular magistrates and professors, any more than other corporations where the acting officers have standing salaries; for these are rewards pro opera et labore, not charitable donations only, since every stipend is preceded by service and duty: they seem therefore to be merely civil corporations. The eleemosynary sort are Eleemosynary such as are constituted for the perpetual distribution of the what. corporations, free alms, or bounty, of the founder of them to such persons as he has directed. Of this kind are all hospitals for the maintenance of the poor, sick, and impotent and all VOL. I. 3 c 471 [ 472 ] How created by civil law, by mere act of association. colleges, both in our universities and out (e) of them: which colleges are founded for two purposes; 1. For the promotion of piety and learning by proper regulations and ordinances. 2. For imparting assistance to the members of those bodies, in order to enable them to prosecute their devotion and studies with greater ease and assiduity. And all these eleemosynary corporations are, strictly speaking, lay and not ecclesiastical, even though composed of ecclesiastical persons (ƒ), and although they in some things partake of the nature, privileges, and restrictions of ecclesiastical bodies (5). Having thus marshalled the several species of corporations, let us next proceed to consider, 1. How corporations in general, may be created. 2. What are their powers, capacities, and incapacities. 3. How corporations are visited. And 4. How they may be dissolved. I. Corporations, by the civil law, seem to have been created by the mere act, and voluntary association of their members; provided such convention was not contrary to law, for then it was illicitum collegium (g). It does not appear that the prince's consent was necessary to be actually given to the foundation of them; but merely that the original founders of these voluntary and friendly societies, for they were little more than such, should not establish any meetings in opposition to the laws of the state. But, with us in England, the king's consent is abso (e) Such as at Manchester, Eton, Winchester, &c. (f) 1 Lord Raym. 6. (g) Ff. 47, 22, 1. Neque societas, neque collegium, neque hujusmodi corpus passim omnibus habere conceditur; nam et legibus, et senatus consultis, et principalibus constitutionibus (5) They are lay corporations because they are not subject to the jurisdiction of the ecclesiastical courts, or ea res coercetur. Ff. 3, 4, 1.-"Neither a community nor a corporation, nor any body of that nature, is permitted [to be established] by all persons, or every where; for this matter is controuled by the decrees of the senate, by the laws, and by the imperial constitution." to the visitations of the ordinary or diocesan in their spiritual characters.-Cu. lutely necessary to the erection of any corporation, either How in England by the impliedly or expressly given (h). The king's implied king's consent. consent is to be found in corporations which exist by force Where implied. of the common law, to which our former kings are supposed to have given their concurrence; common law being nothing else but custom, arising from the universal agreement of the whole community. Of this sort are the king himself, all bishops, parsons, vicars, churchwardens, and some others; who by common law have ever been held, as far as our books can shew us, to have been corporations, virtute officii: and this incorporation is so inseparably annexed to their offices, that we cannot frame a complete legal idea of any of these persons, but we must also have an idea of a corporation, capable to transmit *his rights to his successors at the [*473 ] same time. Another method of implication, whereby the king's consent is presumed, is as to all corporations by prescription, such as the city of London, and many Where implied others (i), which have existed as corporations, time by prescription. whereof the memory of man runneth not to the contrary; and therefore are looked upon in law to be well created. For though the members thereof can shew no legal charter of incorporation, yet in cases of such high antiquity the law presumes there once was one; and that by the variety of accidents which a length of time may produce, sent. Act of charter. the charter is lost or destroyed. The methods by which Methods of giv the king's consent is expressly given are either by act of ing such conparliament or charter. By act of parliament, of which parliament or the royal assent is a necessary ingredient, corporations may undoubtedly be created (j): but it is observable, that, till of late years, most of those statutes which are usually cited as having created corporations do either con (h) Cities and towns were first erected into corporate communities on the continent, and endowed with many valuable privileges, about the eleventh century: I. Rob. C. V. 30, to which the consent of the feodal sove reign was absolutely necessary, as (j) 10 Rep. 29. 1 Roll. Abr. 512. firm such as have been before created by the king, as in the case of the College of Physicians, erected by charter 10 Hen. VIII. (k), which charter was afterwards confirmed in parliament (1); or they permit the king to erect a corporation in futuro with such and such powers, as is the case of the Bank of England (m), and the society of the British Fishery (n). So that the immediate creative act was usually performed by the king alone, in virtue of his royal prerogative (o). All the other methods, therefore, whereby corporations exist, by common law, by prescription, and by act of parliament, are for the most part reducible to this of the king's letters patent, or charter of incorporation. The king's creation may be performed by the words "creamus, erigimus, fundamus, incorporamus," or the like. Nay, it is held, that if the king grants to a set of men to have [*474] gildam mercatoriam, a *mercantile meeting or assembly (p), this is alone sufficient to incorporate and establish them for ever (9). But parliament may incorpo rate. The parliament, we observed, by its absolute and transcendent authority, may perform this, or any other act whatsoever and actually did perform it to a great extent, by statute 39 Eliz. c. 5, which incorporated all hospitals and houses of correction founded by charitable persons, without farther trouble: and the same has been done in other cases of charitable foundations. But otherwise it has not formerly been usual thus to intrench upon the prerogative of the crown, and the king may prevent it when he pleases (6). And, in the particular instance (k) 8 Rep. 114. (1) 14 and 15 Hen. VIII. c. 5. (p) Gild signified among the (6) The king is a constituent part of parliament, and parliament has no verb gildan, to pay, because every man paid his share towards the expenses of the community. And hence their place of meeting is frequently called the Guild, or Guild-hall. (g) 10 Rep. 30. 1 Roll. Abr. 513. being or legal existence if that part be wanting. In practice it is usual |