Page:Henry Osborn Taylor, A Treatise on the Law of Private Corporations (5th ed, 1905).djvu/37

 CHAP. III.] ANALYSIS OF A CORPORATION. [§ 23 - CHAPTER III. ANALYSIS OF THE IDEA OF A CORPORATION. The two meanings of the term " cor- poration,' 1 § 23. Meaning of the terms " legal institu- tion " and "legal relation, 1 ' §§24- 27. The constitution of a corporation. Incorporation, §§ 28-30. Fundamental agreement between the corporators, § 31. The corporate funds, §§ 32, 33. Legal relations in respect of the cor- porate funds, §§ 34, 35. Result of the analysis, § 36. Persons between whom exist the legal relations respecting the cor- porate enterprise, § 37. Corporate management, § 38. Order of treatment, § 39. General nature of the legal relations existing in respect of the corporate enterprise, § 40. Trust relations, §§ 41-47. The corporation also a body of men, §§ 48-50. Conclusion. The "legal person" and the corporate name, § 51. § 23. In " a corporation," according to the usual understand- ing of the term by business men as well as lawyers, „,, ° * _ J ' The two exist elements which are the manifestations of law, meanings ,, . . , i-i • , .of the term and physical elements which are in no sense the mam- "corpora- festations of law ; for a corporation is regarded as a tlon ' legal institution, and at the same time as a collection of per- sons. Indeed, the indiscriminate use of the term " corporation " to denote what exists through the operation of rules of law, as well as to denote physical existences, has caused much confu- sion. The use of the term, however, to convey two meanings, or one twofold meaning, seems unavoidable in the present con- dition of legal terminology ; but much of the confusion result- ing from this equivocal use may be avoided by forming a clear idea of each meaning of the term, or an adequate notion of both sides of its twofold meaning. 1 1 A few definitions will illustrate the two meanings of the term " cor- poration," and the confusion some- times arising. Kent says (2 Com., 267), "« corporation is a franchise possessed by one or more individuals, 2 who subsist as a body politic, under a special denomination, and are vested by the policy of the law with the capacity of perpetual succession, and of acting in several respects, however numerous the association 17