fication is as good as a previous authority; nor delegate his office.1

Special customs regulate, in certain localities, the proper commissions and allowances of a ship's husband; and commercial usage, in general, will be found to depend somewhat upon the character of the adventure in which the ship is engaged, not only with regard to the powers and duties of the managing agent, but as concerns the part-owners of the ship and those employed in its navigation.2

CHAPTER XI.

MEMBERS OF CORPORATIONS.

§ 215. Corporate Organization; its Advantages and Disadvantages. — Personal property is held not only by joint and common owners, by partners, whether engaged in a general or a limited partnership, by shipowners, and by members of jointstock companies, but also by members or shareholders in a private corporation. It is this last species of combination, bringing together, as it does, the largest aggregate wealth with the smallest possible individual liability, to which our attention will now be directed. In the joint-stock corporation we find the perfection of an organized self-aggrandizement, with the most splendid opportunities for enterprise and princely gains; yet, if not jealously watched, and checked in its every encroachment upon individual rights, the sure foe, besides, of honest competition in business, the tyrant of legislatures, and the canker of a self-governing people.

Corporations have their analogies in a State, and a corporate combination is usually designated as a sort of fictitious person. A corporation, as the name imports, is a body; it is a body, created by law, composed of individuals united under a common name, the members of which succeed each other; so that the body continues the same, notwithstanding the change going on in the individuals who compose it.1 We may therefore consider that a corporation has certain advantages over the individual for business. Instead of one man's

1 See Dartmouth College v. Woodward, 4 Wheat. 636; 2 Kent Com. 215; Ang. & Ames Corp. § 1. While a corporation is frequently defined in the courts as an "artificial being," fictitious person," &c., it is not to be considered as a person or thing

a

distinct from the corporators who compose it. Morawetz on Corporations, § 1, contrasting 4 Wheat. 518, 636, and numerous other cases, with 1 Kyd on Corporations, 13; Railway Co. v. Allerton, 18 Wall. 233.

brain, wealth, and energy, it unites the brains, wealth, and energy of many. Instead of being confined to operations for the brief and uncertain period of a single human life, it is endowed with immortality; still with this qualification, that the charter may have limited the term of its existence to a certain period. Instead of being a moral agent, the corporation, as it is said, has no soul and can be guilty of no crime; though here it should be added that proceedings are now permitted in some States, in the nature of an indictment, where some gross wrong has been committed through the negligence of its managing officers, who, nevertheless, are found in criminal practice very hard to reach. And while partnerships and joint-stock companies are ill-jointed and loose in their management, corporations have compactness and a coercive authority over their members.1

§ 216. Public and Private Corporations; Leading Classes. The leading divisions of corporations are those of public and private corporations. With public corporations, such as cities and towns, we have no present concern; but private corporations, and those especially which have a capital stock and are organized for business purposes, may properly occupy our attention in the present chapter. The line which divides public and private corporations is not always readily discernible; but in general, while the legislature has an exclusive control over the former, and may modify or destroy at pleasure, the latter are created by a legislative act which, in connection with its acceptance by the parties interested, is regarded as a compact that cannot, under the terms of our American Constitution, be afterwards modified or annulled. And, besides, a private corporation is distinguishable from municipal bodies in having a corporate fund from which to satisfy judgments, and by the irresponsibility of individual members for corporate debts beyond their amount of interest in the fund. There are ecclesiastical (or religious) and lay

1 See Ang. & Ames Corp. §§ 1-8, passim; 1 Kyd, 71; 2 Bl. Com. 470472; 2 Kent Com. 268; Morawetz Corp. § 2.

2 Merchants' Bank v. Cook, 4 Pick. 414; Dartmouth College v. Woodward, 4 Wheat. 636'; Ang. & Ames Corp. §§ 30-34, and notes.

named among private corporations; and, again, eleemosynary or charitable (like hospitals) and civil; which last term applies to both public and private corporations.1 On the whole, public corporations are generally considered those which exist for public and political purposes only, although they involve in a measure private interests; while any corporation founded by private beneficence, though chartered by government and created for objects of general welfare, is a private and not a public corporation; to which latter class belong of course corporate associations (those demanding our present attention), whose main object is business and pecuniary profit.2

In

§ 217. History and Modern Growth of Corporations. England the law of corporations has been confined chiefly to municipal bodies and to a few chartered monopolies, like the East India Company; though more lately extended to jointstock companies under the Companies Acts. But in the United States we have a large number of aggregate corporations, chartered not only for charitable and benevolent objects, but for manufacturing, mechanical, mining, and various other business pursuits. And that monopolies may not too greatly rule or favoritism direct the legislature, the tendency in the various States is now to multiply opportunities for persons to organize for business purposes under general laws; instead of requiring them to procure special charters of incorporation in every case, as formerly, a course which invites corruption of legislators and clogs healthy competition in trade.3

Blackstone, on the authority of Plutarch, ascribes the invention of private corporations to Rome and Numa Pompilius; while others have thought, with more reason, that it was brought to Rome from the Greeks; for the laws of Solon

See also Taylor Corp. § 450, which questions the Dartmouth College case; Munn v. Illinois, 94 U. S. 113.

11 Bl. Com. 470, 472; 2 Kent Com. 268, 269; 1 Kyd, 26; Ang. & Ames Corp. §§ 36-39; Morawetz Corp. § 2.

2 Dartmouth College v. Woodward, 4 Wheat. 636; Cowen, J., in Thomas v. Dakin, 22 Wend. 109.

82 Kent Com. 272, and n.; Ang. & Ames, § 64; Brightly Dig. "Corporations."

permitted private companies to institute themselves at pleasure, subject only to the public laws. In imperial Rome, the corporation became regarded with much jealousy, and an express decree of the Senate or Emperor was essential to its establishment in all cases; whereby the number was doubtless lessened, while the odious monopoly feature became all the more apparent. The practice of incorporating persons composing particular trades was known to both Roman and Greek law; and in England, as long ago as the reign of Henry II., or even earlier, we find trade charters, older than Magna Charta itself. Privileges were thus conferred in Great Britain from the fourteenth century downward, upon the weavers, the mercers, the fishmongers, the vintners, the merchant-tailors, and others.2 Commercial corporations, too, were known to the Roman Law. And with the revival of commerce in Europe, corporations were found engaged in speculative adventure upon the seas. Banking companies have also claimed and obtained many chartered privileges; not only in Genoa, Venice, and the other once opulent cities of Southern Europe, but in Amsterdam and London; and the example of the Bank of England, which has proved so valuable an ally to the public credit of Great Britain ever since its incorporation in 1694, led to the establishment of a similar chartered institution in this country; but for a time only, since so gigantic a moneyed monopoly could not fail, however useful, to be unpopular in a country where national and State interests foster jealousy. Land companies were organized in the seventeenth century to enable the British Government to develop the vast resources of a newly discovered continent; and several of the early governments of our old thirteen American colonies were in the hands of proprietors whose charters had passed the great seal. In these and other instances we see that the modern policy of government has been to encourage certain business ventures of

11 Bl. Com. 468; 2 Kent Com. 268, 269; Digest, 47, 22, 4; Taylor Corp. §§ 1-9.

2 Ib.; Ang. & Ames, §§ 52, 53.

3 Ayliffe, 196.

4 See Ang. & Ames Corp. §§ 53, 54; 2 Kent Com. 268-271.