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 122 HARVARD LAW REVIEW.

but on such outsiders as exercised the trade which the guild gov- erned and regulated.^ The power of making by-laws would be useless without means of enforcing them, and the imposition of penalties for failure to comply with its by-laws was within the power of a corporation, from an indefinite time.' The farther back the examination is carried the broader seems to have been the power of punishing the refractory, extending by special char- ter in many cases to imprisonment as well as fine.' By Coke's time, however, it was setded that the power of imprisonment could not be given by letters- patent from the king, but required an act of Parliament ; ^ and it was further held that similar authority was needed for a by-law aflixing as a penalty the forfeiture of goods ; * but that such bylaws were formally valid may be inferred from the fact that this mode of enforcement was sometimes supported as being in accordance with an immemorial custom.^ Further limitations on the power of making by-laws, which were more strictly construed as time went on, were that they must not be contrary, nor even cumulative, to the statutes of Parliament,^ nor in restraint of trade,® nor unreasonable.^ Business corporations, when they arose, were dealt with according to the same principles. As it was well recognized that such by-laws only could be made as were in harmony with the objects for which the corporation was created,^^ and as the purposes for which business corporations were chartered were as a rule definitely marked out, the scope of the right to make by-laws was correspondingly narrowed. A few of the earlier joint-stock companies were intrusted with the regu- lation of the trade in which they were engaged, and the by-laws of these were binding on all engaged in the trade, precisely as was the case with guilds.^ But by the change in the conception of a

1 Butchers' Co. v. Morey, i H. Bl. 370; Kirk v, Nowill. i T. R. 118.


 * The Law of Corp. 209.


 * Grant on Corp. 86, especially notes d and f.


 * Towle's Case, Cro. Car. 582; Chancey's Case, 12 Rep. 83.

gale V, Bridges, i Show. 135.
 * 8 Rep. 125a; Home v. Ivy, i Ventr. 47 ; Clarke v. Tuckett, 2 Ventr. 183; Nightin-

297 b.
 * Clearywalk v. Constable, Cro. Eliz. no; Sams v. Foster, Cro. Eliz. 352; s. c. Dyer,

7 Grant on Corp. 78. • Ibid. 83.

» Ibid. 80.

10 Child ». Hudson's Bay Co., 2 P. Wms. 207 ; 2 Kyd on Corp. 102. 1^ E,g,^ the East India Company in its early days regulated the right of private trading with the Indies, and soon forbade it altogether. It endeavored to enforce this rule against