Page:Henry Osborn Taylor, A Treatise on the Law of Private Corporations (5th ed, 1905).djvu/33

 CHAP. II.] CORPORATIONS IN THE COMMON LAW. [§ 22a. ably proceed more or less from a common law point of view, may be of interest. " A corporation, or a body politic, or body incorporate, is a collection of many individuals united in one body, under a special denomination, having perpetual succession under an artificial form, and vested by the policy of the law with the capacity of acting in several respects, as an individual, particularly of taking and granting property, of contracting obligations, and of suing and being sued ; of enjoying privileges and immunities in common, and of exercising a variety of po- litical rights, more or less extensive, according to the design of its institution, or the powers conferred upon it, either at the time of its creation, or at any subsequent period of its exist- ence." 1 " A corporation is an artificial being, invisible, intangible, and existing only in contemplation of law. Being the mere creature of law, it possesses only those properties which the charter of its creation confers upon it, either expressly or as incidental to its very existence. These are such as are supposed best calcu- lated to effect the object for which it was created. Among the most important are immortality, and if the expression may be allowed, individuality; properties by which a perpetual suc- cession of many persons are considered as the same, and may act as a single individual. . . . It is chiefly for the purpose of clothing bodies of men in succession with these qualities and capacities that corporations were invented and are in use. By these means a perpetual succession of individuals are capable of acting for the promotion of the particular object like one im- mortal being." 2 § 22a. At the close of this chapter a brief classification of corporations will be opportune. It will serve, in the first place, to connect the common law view of a corporation with the an- alysis of the corporate idea, contained in chapter III, and with tinguished by its dissolution." 1 Bl. Com. 484. Compare the rule of the Roman law, §6, note 3. This old common law doctrine does not ap- ply to stock corporations; see § 437 post. n Kyd on Corp., 13 (A. D. 1793). 2 Marshall, C. J., in Dartmouth College v. Woodward, 4 Wheat. 636. Compare Andrews v. Union Mut. Fire Ins. Co., 37 Me. 256; Ohio Ins. Co. v. Munnemacher, 15 Ind. 294; Louisville R. R. Co. v. Letson, 2 How. 497, 552; Bank of U. S. v. Deveaux, 5 Cr. 65, per Binney arguendo. 13