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for political purposes, as counties, cities, towns and villages; they are invested with subordinate legislative powers, to be exercised for local purposes connected with the public good, and such powers are subject to the control of the Legislature of the State. A bank created by the government, for its own uses, and where the stock is exclusively owned by the government, is a public corporation. So is a hospital created and endowed by the government for general purposes. But a bank, whose stock is owned by private persons, is a private corporation, though its objects and operations partake of a public nature, and though the government may become a partner in the association by sharing with the corporators in the stock. The same thing may be said of insurance, canal, bridge, turnpike and railroad corporations. A hospital founded by a private benefactor is, in point of law, a private corporation, though dedicated by its charter to general charity. If the foundation of an institution be private, the corporation is private, however extensive the uses may be to which it is devoted by the founder, or by the nature of the institution.

20. How are corporations created?-276.

In England, by. prescription, royal charter, or act of Parliament. With us, they are created by authority of the Legislature; they may also exist in this country by prescription, which presupposes a grant.

21. What are the ordinary powers of a corporation?-277, 278. 1. To have perpetual succession, and, of course, the power of electing members in the room of those removed by death or otherwise. 2. To sue and be sued, and to grant and receive by their corporate name. 3. To purchase and hold lands and chat- C,C, tels. 4. To have a common seal. 5. To make by-laws for the government of the corporation. 6. The power of amotion, or removal of members.

22. What are quasi corporations ?—278.

Persons who are invested with a corporate capacity for particular specified ends, but who can in that capacity sue and be sued as an artificial person. Thus, for instance, in New York, overseers of the poor, commissioners of highways, frustees of

common schools and others are invested with corporate attributes sub modo.

23. Are the statutes of mortmain in force in this country ?-283. They are in Pennsylvania. In the other States it is understood that they have not been reenacted or practiced upon, and the inference from the statutes creating corporations and authorizing them to hold lands to a certain limited extent is, that our statute corporations can not take and hold real estate for purposes foreign to their institution.

24. Can corporations take lands by devise?-285.

They are excepted out of the statutes of wills in England and in New York, and in most of the other States. Ce 1275

25. What is now the general rule as to the power of corporations to make contracts ?-289-292.

It was decided by the Supreme Court of the United States that whenever a corporation aggregate was acting within the range of the legitimate purpose of its institution, all parol contracts made by its authorized agents were express and binding promises of the corporation; and all duties imposed upon them by law, and all benefits conferred at their request, raised implied promises for the enforcement of which an action lay. But corporations, like natural persons, are bound only by the acts and contracts of their agents done and made within the scope of their authority.

26. By what name must corporations take and grant ?—292. By their corporate name; but a misnomer will not invalidate a grant by or to a corporation, when the true name is necessarily to be collected from the instrument, or is shown by proper averments.

27. Can the majority of a corporation bind the whole ?-295.

As a general rule, if the act is to be performed by the constituent members, a majority of those who appear at a regular *7 Cranch, 299.

corporate meeting may act; but if the corporate act is to be done by a select and definite body, as by a board of directors, a majority of the definite body must be present, and then a majority of the quorum may decide.

28. What of the power to make by-laws ?-296.

It must be exercised reasonably, and in sound discretion, and strictly within the limits of the charter, and in subordination to the Constitution and general law of the land, and the rights dependent thereon.

29. What of the power of amotion?-297.

It has been decided that this power is as incident to and necessary for corporate bodies, as the power of making by-laws. But it must be exercised for good cause, and for some offense that has an immediate relation to the duties of the party as a corporator.

30. Is there a difference between disfranchisement and amotion? -298.

Yes; the former applies to members, and the latter only to officers; and if an officer be removed for good cause he may still continue a member of the corporation.

31. What is the modern doctrine respecting corporate powers?298, 299.

It is to consider corporations as having such powers as are specifically granted by the act of incorporation, or as are necessary for the purpose of carrying into effect the powers expressly granted, and not as having any other. The Supreme Court of the United States declared this obvious doctrine, and it has been repeated by the decisions of the State courts.

32. Where does the right of visitation of corporations lie ?-300 -304.

The visitation of civil corporations is by the government it

* 1 Burr. Rep., 517.

self, through the medium of the courts of justice. Private and particular corporations, founded and endowed by individuals for charitable purposes, are subject to the private government of those who are the efficient patrons and founders. If there be no visitor appointed by the founder, the law appoints the founder himself, and his heirs, to be the visitors. The power of visitation, strictly speaking, extends only to eleemosynary corporations.

33. How may corporations be dissolved?-305.

A corporation may be dissolved, it is said, by statute; by the natural death or loss of all the members, or of an integral part; by surrender of its franchises; and by forfeiture of its charter through negligence or abuse of its franchises.

LECTURE XXXIV.

OF THE HISTORY, PROGRESS, AND ABSOLUTE RIGHTS OF PROPERTY.

1. What first gave title to property in lands and movables?— 318, 319.

Occupancy. It is the natural and original method of acquiring it, and upon the principles of universal law, that the title continues so long as occupancy continues. There is no person, even in his rudest state, who does not feel and acknowledge, in a greater or less degree, the justice of this title. The right of property, founded upon occupancy, is suggested to the human mind, by feeling and reason, prior to the influence of positive institutions. There have been modern theorists, who have considered separate and exclusive property as the cause of injustice, and the unhappy result of government and artificial institutions. But human society would be in a most unnatural and miserable condition if it were possible to be instituted or reörganized upon the basis of such speculations. The sense of property is graciously bestowed upon mankind for the purpose of rousing them

from sloth, and stimulating them to action. It leads to the cultivation of the earth, the institution of government, the establishment of justice, the acquisition of the comforts of life, the growth of the useful arts, the spirit of commerce, the productions of taste, the erections of charity, and the display of the benevolent affections.

2. What is the American law regarding title to wrecks ?—322.

The statutes of New York, Massachusetts, and other American States, declare that nothing that shall be cast by the sea upon the land shall be adjudged a wreck, but the goods shall be safely kept for the space of a year for the true owner, to whom the same are to be delivered upon his paying a reasonable salvage; and if the goods be not reclaimed within that time, they shall be sold, and the proceeds accounted for to the State.

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3. Does the English law of market overt apply with us?-325,

326.

It has been frequently held in this country, that the English law of market overt had not been adopted; and, consequently, as a general rule, the title of the true owner can not be lost without his own free act and consent.

4. What is the general doctrine regarding improvements on land recovered by action of ejectment ?—334, 335, n. (b.)

By the English law and the common law of this country, the owner recovers his land by ejectment, without being subjected to the condition of paying for the improvements which may have been made upon the land. The improvements are considered as annexed to the freehold, and passed with the recovery. But the statute law in Massachusetts, New Hampshire, Vermont, and other States, has altered and modified the common law in this respect.

5. Are there not cases in which the rights of property are made subservient to the public welfare?—338, 339, n. (b.)

Yes; there are many such. It is a maxim of law, that a private mischief is to be endured rather than a public inconvenience. The right of eminent domain gives to the Legisla

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