Page:Catholic Encyclopedia, volume 4.djvu/444

 CORPORATION

388

CORPORATION

powers and property in the same body, undisturbed by the change of members, and without the nec- essity of perpetual conveyances, as the rights of members pass from one individual to another. All the individuals composing a corporation and their successors, are considered in law as but one person, cap- able, under an artificial form, of taking and conveying property, contracting debts and duties, and of enjoy- ing a variety of civil and political rights. One of the peculiar properties of a corporation is the power of perpetual succession; for, in judgment of law, it is capable of indefinite duration. The rights and priv- ileges of the corporation do not determine, or vary upon the death or change of any of the individual members. They continue as long as the corporation endiu-es."

Ancient Corporations. — Among the ancient Greeks a kind of association called eraipla corre- sponded in its characteristics very closely with the modern corporation. Solon is said to have encour- aged the formation of such bodies, and in his legisla- tion permitted them to be instituted freely and to en- gage in any transactions not contrary to law. The Roman prototype of the corporation as it came into existence under the common law of England, and from England was transplanted into America, was the col- legium. This kind of association, called also corpus, was required to consist of at least three persons (Dig., L, tit. xvi), and persons who had regularly and legally constituted a collegium were said corpus habere (to have a body), i. e. to have been, as we say, duly incor- porated. The persons who formed a collegium were called collegcE or sodales. The word collegium derivetl from con, "with", and lego, "to select", had the lit- eral meaning of an aggregation of persons united in any office or for any common purpose. In the later days of the Roman Republic corporation was used in documents relating to public law in the same sense as collegium. The word societas seems to have been used as a term corresponding to our word partnership. A collegium possessed the legal right of holding prop- erty in common. Its members had a common treas- ury and could sue and be sued by their si/Tidicus or actor. According to the Roman law, that which was due to the collegium was not due to individuals com- posing it ; that which was an indebtedness of the col- legium was not the debt of individuals. The property of the collegium was liable to be seized and sold for its debts. The term universitas is used by the Roman law writers in the same sense as collegium. The ap- plication of universitas to an academic or literary in- stitution is first found in a Decretal of one of the popes establishing a medieval university for the teaching of religion, literature, science, and the arts. A colle- gium or universitas was, under the Roman law, man- aged by its officers and agents under regulations es- tablished by the corporate body itself, and these regulations might be such as were agreed upon by the members, subject only to the limitation that they were not contrary to the public law.

A lawfully constituted collegium was termed legitimum. Associations attempting to act as a col- legium, when not d\ily authorized, were called collegia iUicita. It seems that no particular Roman law de- fined the mode in which collegia were regularly to be formed. They appear to have been formed by the voluntary association of individuals according to some general legal authority. Some of these ancient Roman corporations resembled the guilds of medieval times, such as the collegia jnhrorum, collegia piatorum, etc.; others wcr(! of a religious nature such as the collegia pontificum, augwum. According to Ulpian a universitas, though reduced to a single member, was still considered a universitas; for the rem.aining mem- ber thereof possessed all the rights aiul privilegi'S of the universitas, and used the name by which it was originally known. When a new memlitr was taken

into a collegium, he was said co-optari, and the mem- bers of an association into which he was introduced were said, with respect to him, recipere in collegium. The chief public corporation of ancient Rome was the 7nunicipium. Municipia possessed all of the charac- teristic powers of ordinary corporations together with the right of local government. It is stated by Plutarch that corporations were introduced into the Roman system of legislation by Numa. That sover- eign, upon his accession to the tlu-one, noted that great public disorder e-xisted in the city of Rome by reason of the contentions between the rival factions of Sabines and Romans ; and for the purpose of pro- tecting the State against tumult, divided each of these factions into many smaller ones by creating collegia | for each of the professions and for each of the manual I occupations. i

Classification. — Under the English law corpora- tions are distinguished in the first place as being either aggregate or sole. A corporation aggregate consists of several persons united in a society and maintained by a perpetual succession of members. A corporation sole consists of one person only, and the successors of that person in some particular sta- tion or office. The King of England is a corporation sole; so is a bishop; and in the Church of England every parson and vicar is, in view of the law, a corpo- ration sole. The laws of the United States h rarely recognized any sole corporation, but " the Cath- olic Bishop of Chicago", now Archbishop, was, many years ago, created a corporation sole by a special act of the legislature of the State of Illinois. In Mary-I^ land the Archbishop of Baltimore holds all Church property as a corporation sole. Similarly in the sev- eral Catholic dioceses of California, the bishop oi archbishop is a corporation sole, and since 1897 sue! is the case in Massachusetts for the Archdiocese o Boston (H. J. Desmond, The Church and the Law Chicago, 1898, 72, 73). Under certain circumstance; the Third Plenary Council of Baltimore (Acta e Decreta, no. 267) urged each bishop and archbisho) of the United States to have himself constituted ; corporation sole (see Property, Ecclesiastical)

A further division of corporations, either sole o aggregate, recognized by the law of England, is tha of ecclesiastical corporations and lay corporation,' Ecclesiastical corporations are those whose niembei are persons devoted to spiritual affairs, such as bis! ops, archdeacons, parsons, and vicars. Prior to th reign of Edward VI, deans and chapters, priors an convents, abbots and monks were ecclesiastical co) porations aggregate. Lay corporations are of t» kinds, civil and eleemosynary. Civil are such exist for the safeguarding and administration temporal affairs. As Blackstone says, the king made a corporation to prevent in general the poss bility of an interregnum and to preserve the posse sions of the Crown entire; for immediately upon tl demise of one king his successor is considered in la) as having full possession of the regal dignitj' ai privileges. Examples of other lay corporations those which are created to govern towns or distrii such as the corporation known as the City of Londol others have been created for the conduct of manufa, '* turing and commercial enterprises, for the diffusi^ of learning, and for scientific research. The Univi sities of O.xford and Cambridge are examples of c< jiorations created for the advancement of learnii Eleemosynary corporations are defined by Blacksto to he such as are constittited for the perpetual dist bution of free alms or bounty of the foiuxler ther< to such persons as such fovmder may have designat< Of this kind are all hospitals for the maintenance the poor, sick, and impotent.

Che.\tion. — Under the common law of Englaj corporations depenilcil for their existence upoi charter (Lat. cliarta, a paper) granted by the ki|

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