Page:Henry Osborn Taylor, A Treatise on the Law of Private Corporations (5th ed, 1905).djvu/32

 § 22.] THE LAW OF PRIVATE CORPORATIONS. [CHAP. II. § 18. The third of the ordinary incidents — the right to pur- „, , , chase and hold lands for the benefit of themselves and To hold , lands. successors — is of importance. r or this, as Coke says, 1 a special license in the charter is needed because of the statute of mortmain, but he adds that this right is not of the essence of the corporation, for the corporation is perfect without it. § 19. The last ordinary and inseparable incident mentioned by Blackstone is the power to make by-laws, " bind- by-iaws. ing upon themselves, unless contrary to the law of the realm." But Coke says that this right is not essential to a corporation, 2 and it is not even ordinarily incident to charitable corporations, whose by-laws are supposed to ema- nate from the founder. 3 The right to make by-laws, moreover, is inconceivable as a capacity appertaining to the corporation as a unit, as an artificial person, and can be conceived only as a capacity of the members acting as a body. §20. " When an integral part of a corporation is gone and ^., . the corporation has no power of restoring it, the cor- Dissolution. . r . r oj poration is so tar dissolved that the crown may grant a new charter to a different set of men." 4 But, says Coke, " A corporation may be aggregate of many without a head, vide 18 E. 2." 5 By the death of all natural persons of which the corporation consists, it is dissolved ; 6 but it is not dissolved by a mere surrender of the charter. 7 § 21. It was a logical outcome of the notion of a corporation as a person, as a subject of rights and liabilities distinct from its members, that liability for corporate acts should be limited to corporate funds, and that upon the dissolution of a corpo- ration all its rights and liabilities should become extinct. 8 § 22. One or two definitions of a corporation, which presum- 1 Supra, § 12. 2 Supra, § 12. 8 See Angell and Ames on Corp., §330, and authorities there cited. Bacon's Abt., Tit. Corp. G-. "If a corporation be made of confreres and sisters, and after all the sisters are dead, all grants and acts made by the confreres are void; for when the sis- 12 ters are dead this is not any perfect corporation.' 1 Viner's Abt., Tit. Corp. J. 1. 5 Case of Sutton's Hospital, 10 Rep. 30 b. 6 Viner's Abt., Tit. Corp. J. 14; see 2 Kyd, chap. 5, pp. 440 et seq. 7 Viner's Abt., Tit. Corp. J 26. 8 "The debts of a corporation, either to it or from it, are totally ex-
 * Rex v. Passmore, 3 T. R. 199;