Page:Henry Osborn Taylor, A Treatise on the Law of Private Corporations (5th ed, 1905).djvu/106

 § 114.] THE LAW OF PRIVATE CORPORATIONS. [CHAP. VII. CHAPTER VII. LEGAL EFFECT OF ACTS DONE BY OR ON BEHALF OF A CORPORATION. -Explanation of terms: "Legal ef- fect," § 113. " Corporate powers," § 114. Considerations regarding them, § 115. Divergency of interests, §§ 116, 117. All persons may look to the corpo- rate constitution, § 118. Purpose of this chapter, § 119. Preliminary. § 113. It has been shown in a previous chapter 1 that a cor- poration, regarded as a legal institution, is the sum tion of of the legal relations in which the rules of law con- " Legal tained in the constitution of the corporation manifest effect." themselves, and which subsist between the state, the shareholders, the officers, and the creditors of the corporation in respect to the corporate enterprise, and mainly in respect to the corporate funds. It was also pointed out, that the term corporation has another and distinct meaning ; i. e., the body of men and their successors whose acts caused incorporation, and who thereby became a corporation or body corporate. Ac- cordingly, by the phrase " legal effect of acts done by or on behalf of a corporation," is meant the legal relations which acts done by or on behalf of this body corporate occasion. 2 § 111. As the phrase "corporate powers" will often be used in this chapter, to explain what will be meant by it powers " 1 e is not out of place. By the contract embodied in the constitution of the corporation, the corporators 3 1 Chapter III. 2 See § 445. 3 The term "corporators," as here used, is intended to signify the orig- inal body of subscribers or share- holders who take part in the organi- 86 zation of the corporation. The term, however, as used in some enabling acts, denotes the persons who exe- cute the certificate of incorporation, and thereby become a body corpo- rate. Such persons, it seems, need