Page:Henry Osborn Taylor, A Treatise on the Law of Private Corporations (5th ed, 1905).djvu/27

 CHAP. II.] CORPORATIONS IN THE COMMON LAW. [§ 12. " And it is to be known that every corporation, or incorpo- ration, or body politic or incorporate, which are all one, either stands upon one sole person, as the king, bishop, parson, etc, or aggregate of many, as mayor, commonalty, dean, and chapter, etc., and these are in the civil law called universitas sive col- legium. Now it is to be seen what things are of the essence of a corporation. 1 1. Lawful authority of incorporation, and that may be by four means, sc. by the common law, as the king himself, etc. ; by authority of parliament ; by the king's char- ter; 2 and by prescription. The 2d, which is of the essence of the incorporation, are persons to be incorporated, and that in two manners, sc. persons natural, or bodies incorporate and political. 3. A name by which they are incorporated. 3 4. Of place, for without a place no incorporation can be made. 5. By words sufficient in law, but not restrained to any certain, legal, and prescript form of words." 4 ". . . . When a corporation is duly created all other inci- dents are tacitly annexed. And for direct authority in this point in 22 E. 4, Grants, 30, it is held by Brian, chief justice, and Choke, that corporation is sufficient without the words to implead and be impleaded, etc., and therefore divers clauses subsequent in the charters are not of necessity, but only de- claratory, and might well have been left out, as 1. By the same to have authority, ability, and capacity to purchase, but no clause is added that they may alien, etc., and it need not, for it is incident. 2. To sue and be sued, implead and be im- pleaded. 3. To have a seal, that is also declaratory, for when they are incorporated they may make or use what seal they will. 5 4. To restrain them from aliening or devising but in 1 " To the essence of a ... . body corporate two things are only req- uisite, sc. an incorporation and a gift, and not any words of fundare, exegire, and stabilere, or words to that effect." Case of Sutton's Hos- pital, 10 Rep. 28 a. 2 Compare Franklin Bridge Co. v. Wood, 14 Ga. 80. 3 " A corporation is a body politic, consisting of material bodies, which, joined together, must have a name to do things that concern their cor- poration, or otherwise there is no corporation." Viner's Abridgment, Tit. Corp. (A. 2.) 1. 5 " A corporation cannot do an act in pais without their common seal, yet they may do an act upon record." Viner's Abt., Tit. Corp. (G. 2.) 9; see Com. Dig. Franchise, F. 13, and 1 Kyd, 259-268.
 * Sutton's Hosp., 10 Rep. 29 b.