Page:Henry Osborn Taylor, A Treatise on the Law of Private Corporations (5th ed, 1905).djvu/30

 § 16.] THE LAW OF PRIVATE CORPORATIONS. [CHAP. II. Perpetual succession corporation, which are binding on themselves, unless contrary to the law of the realm, and then they are void." l § 15. Blackstone's statements are usually noteworthy for their perspicuity rather than their logic. Throughout his enumeration of the ordinary incidents of corporations, it is ap- parent, by his indiscriminate use of singular and plural pro- nouns, that he is not able wholly to make up his mind whether the capacities enumerated attach to the corporation as a unit, or to the members. § 16. As Coke says : " A body politic is a body to take in succession ; " 2 so Blackstone regards the capacity of perpetual succession as the quality which, more than any other, constitutes the corporation what it is, and differentiates it from what it is not. " This is the very end of its incorporation," says he, " for there cannot be a succession forever without an incorporation." 3 Mainly to this quality, then, is due the artificial personality of the corporation. 4 But is it entirely clear how this quality is a quality of the cor- poration at all '{ for, as Coke himself says, " A dean and chap- ter cannot have a predecessor nor a successor." 5 Perpetual succession of whom ? how ? and to what ? Appar- ently of the members, who, by fulfilling conditions prescribed by the charter, succeed to the rights and duties of former mem- bers, or acquire similar rights and incur similar duties. These rights and duties relate to the corporate property, purpose, and to the capacity of corporate action ; in fact to the corpo- ration. On the other hand, the corporation has certain rights, 1 1 Black. Com., 475, 476 ; Kent adds a sixth, the power of amotion or removal of members. 2 Kent, Com., 278; De Yturbideu. Metropoli- tan Club, 11 D. C. App. Ca. 180. 2 Supra, § 12. 8 1 Bl. Com.,475. 4 "The distinguishing feature, far above all others, is the capacity con- ferred by which a perpetual succes- sion of different persons shall be re- garded in the law as one and the same body, and may at all times act in fulfillment of the objects of asso- ciation as a single individual. In 10 this way a legal existence, a body corporate, an artificial being, is con- stituted." Nelson, C. J., in Thomas v. Dakin, 22 Wend. 71. 5 Supra, §12. "Succession, how- ever, is a property of the individuals who exercise the corporate rights. They succeed each other. But to say that the corporation itself has perpetual succession, which is the expression in general use, and suffi- ciently accurate for general pur- poses, appears to be a solecism." S. A. Foote, arguendo, in Thomas v. Dakin, 22 Wend. 32.