Page:Henry Osborn Taylor, A Treatise on the Law of Private Corporations (5th ed, 1905).djvu/24

 §7.] THE LAW OF PRIVATE CORPORATIONS. [CHAP. I. prevented them, however, from receiving legacies or enjoying revenues through fidei commissce, or trusts, created in their favor. 1 § 6. If the objects of incorporation were illegal, the corpora- tion was liable to be dissolved by the state, 2 which illegal cor- always had the power to dissolve corporations, even porations. . * r r ' Dissoiu- against the will of the members; though the mem- bers, without the consent of the state, could not bring about a dissolution 3 any more than they could incorpo- rate themselves. Moreover, a dissolution of the corporation was not effected by the death of all its members. 4 § 7. The right of a corporation to make by-laws for the regulation of its affairs appears to be as old as the SS. Twelve Tables; 5 and, not unlikely, the right to sue and be sued is equally ancient. 6 A municipal cor- poration could have jiossessio, and, therefore, could acquire pro- prietas through usucapio? And a municipal corporation, more- over, through its constitutional representatives, could acquire rights and incur obligations. But, if its representatives bor- rowed money on its behalf, it was liable to repay only the part actually applied to its use. 8 Execution against a corporation took place in the same manner (by a missio in possessio?ie?n) as against the property of au individual. 9 Criminal law did not apply to corporations ; 10 neither could they be held liable in hangigen Anstalten gleichsam zu ver- korpern." System, ii. 264. After Constantine pia corpora could take as heres, through universal succession. Sav., System, ii. 301, 308; and by a law of the Emperor Leo, A. D. 469, municipal corporations received the same privilege. See Codex, vi. lex 24, § 12. 1 Dig., xxxviii. 3, lex 1; and Sav., System, ii. 305, and authorities there cited. 2 But on dissolution of the corpora- tion, the members could divide the corporate funds among themselves. Dig., xlvii. 22, lex 3 pr. See Sav., System, ii. 257, note o. 8 Sav., System, ii. 280. 4 Sav., System, ii. 280. 5 "Gaius, libro quarto ad legem duodecem tabularum. Sodales sunt, qui eiusdem collegii sunt, quam Graeci erect, peiav vocant. His autem potestatem facit lex pactionem quam velint sibi ferre, dum ne quid ex pub- lica lege corrumpant. Sed haec lex videtur ex lege Solonis translata esse." Dig., xlvii. 22, lex 4. 6 Dig., iii. 4, lex 7 pr. See Dig., iii. 4, lex 2. 7 Dig., xli. 2, lex 2. 8 Dig., xii. 1, lex 27; see Sav., Sys- tem, ii. 294. 9 See Sav., System, ii. 297. 10 Sav., System, ii, 312.