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All others are private corporations.
ART. 421.-Private corporations are divided into civil and religious, and this distinction results, as well from the quality of the persons who generally compose these kinds of corporations, as from the difference of the object of their establishment
Art. 422.—Civil corporations are those which relate to temporal police; such are the corporations of the cities, the companies for the advancement of commerce and agriculture, literary societies, colleges or universities founded for the instruction of youth, and the like. Religious corporations are those whose establishment relates only to religion; such are the congregations of the different religious persuasions.
CHAPTER II. Of the Rights and Privileges of Corporations, and of
, their Incapacities.
ART, 423.-Corporations must not only be authorised by the legislature, but a name must be given to them; and it is in that name they must sue or be sued, and do all their legal acts, although a slight alteration in this name be not important.
ART. 424.-Corporations legally est ablished are substituted for persons, and their union which renders common to all those who compose them, their interests, their rights and their privileges, is the reason why they are considered as one single whole. Hence it follows that they may possess an estate, and have a common treasury for the purpose of depositing their money; that they are capable of receiving legacies and donations; that they may make valid contracts, obligate others and obligate themselves towards others; exercise the rights which belong to them, manage their own affairs; appear in courts of justice, and even enact statutes and regulations for their own government, provided such statutes and regulations be not contrary to the laws of the political society of which they are members.
ART. 425.-The right of succession also is inherent to the nature of corporations; so that as long as they exist, they transmit to their successors, their rights and their property.
The right of electing in the manner prescribed by law, new members in the stead of those who have ceased to be members of the corporation, is a righl impliedly attached to the constitution of every regularly eslablished corporation.
ART. 426.—Corporations are intellectual beings different and distinct from all the persons who compose them.
ART. 427.-The estate and rights of a corporation belong so completely to the body, that none of the individuals who compose it, can dispose of any part of them.
In this request the thing belonging to a body, is very different from a thing which is common to several individuals, as respects the share which every one has in the partnership which exists between them.
ART. 428.-According to the above rule, what is due to a corporation is not due to any of the individuals who compose it, and vice versa. .
A creditor of a corporation cannot therefore compel any of the members thereof to pay what may be due to him by the corporation; he can demand his payment of the corporation only, through their president, syndic or attorney in fact, and he can seize no other effects but such as belong to the corporation, provided the debt has been contracted by the corporation though their president, syndic, or attorney in fact, for if all the individuals who compose the corporation have signed the deed personally, every one of them may be compelled to make payment, either for his individual portion or in solidum, when it has been stipulated expressly that the debt was contracted in solidum.
ART. 429.-From the circumstance that a corporation is an intellectual being, it follows that they cannot personally transact all that they have a right legally to do, as has been above observed; wherefore it becomes necessary for every corporation to appoint some of their members to whom they may entrust the direction and care of their affairs, under the name of mayor, president, syndics, directors or others, according to the statutes and qualities of such corporation.
ART. 430.-The attornies in fact or officers thus appointed by corporations for the direction and care of their affairs, have their respective duties pointed out by their nomination, and exercise them according to the general regnlations and particular statutes of the corporation of which they are the heads.
These attornies or officers, by contracting, bind the corporations to which they belong in such things as do not exceed the limits of the administration which is entrusted to them; their act is supposed to be the act of the corporation.
'If the powers of such atlornies or officers have not been expressly delermined, they are regulated in the same manner as those of other agents.
ART. 431.-Corporations being intellectual persons, they are subject to various kinds of incapacities, some of which are inherent to their nature, others are established by law.
ART. 432.-A corporation cannot be administrator', guardian or testamentary executor, nor fulfil any other office of personal trust. A corporation caunot be imprisoned, for its existence being ideal, no body can arrest or confine it.
ART. 433.-In the same manner à corporation cannot bring an action for assault and battery or for other injuries of that nature; for a corporation can neither beat nor be beaten in its corporated capacity.
ART. 434.-A corporation cannot commit the crime of treason, or any other crime or offence, in its corporate capacity, although its members may be guilty of those crimes in their individual and respective capacities.
ART. 435.-In corporations the act of the majority is considered as the act of the whole.
ART. 436.—The statutes and regulations which corporations enact for their police and discipline, are obligatory upon all their respective members who are bound lo obey them provided such statutes contain nothing contrary to the laws, to public liberty, or to the interest of others.
ART. 437.—Corporations unauthorised by law or by an act of the legislature, enjoy no public character, and cannot appear in a court of justice, but in the individual name of all the members who compose it, and not as a political body; although these corporations may acquire and possess estates, and have common interests as well as all other private societies.
Of the Dissolution of Corporations. ART. 438.—A corporation legally established may be dissolved :
1. By an act of the legislature, if they deem it necessary or convenient to the public interest; provided that when the act of incorporation imports a contract, on the faith of which individuals have advanced money or engaged their property, it cannot be repealed without providing for the reimbursements of the advances made, or making full indemnity to such individuals;
2. By the forfeiture of their charter, when the corporation abuse their privileges, or refuse to accomplish the conditions on which such privileges were granted, in which case the corporation becomes extinct by the effect of the violation of the conditions of the act of incorporation.