Page:Henry Osborn Taylor, A Treatise on the Law of Private Corporations (5th ed, 1905).djvu/43

 CHAP. III.] ANALYSIS OF A CORPORATION. [§ 33. of the corporation cannot be changed in any material respect by the state, unless the power to change it is reserved. 1 If this power is reserved, the agreement between the corporators, em- bodied in the constitution, must be regarded as made subject to the power of the state to alter the constitution and the agree- ment which it contains. § 32. The legal relations resulting from incorporation subsist in respect to the object of incorporation specified in the charter or articles of association and the means of attaining this object, i. e., the corporate funds and property. Roughly speaking, the general result of these relations is that porate funds the corporate funds become a so-called trust fund set apart for the attainment of the object of incorporation, as will be explained. § 33. What is the legal situation of these funds ? Can any one be said to own them ? Austin says : 2 " The proprietor or owner is empowered to turn or apply the subject of his property or ownership to uses or purposes which are not absolutely ua- limited, but which are incapable of exact circumscription with regard to class or number." And again, the owner " may not use his own so that he injure another, or so that he violate a duty, relative or absolute, to which he himself is subject. But he may turn or apply his own to every use or purpose which is not inconsistent with that general or vague restriction." From the idea of ownership conveyed by these passages from Austin, it is plain that corporate funds cannot with propriety be said to be owned by any one ; 3 that is to say, the legal rela- tions subsisting in respect of corporate funds are unlike those subsisting in respect of property which is mine. Using the term "corporation" in the sense of a legal institution, to say that the corporation owns the corporate funds is meaningless, for the legal relations in respect to the corporate funds are nothing but the major part of the legal relations composing the corporation ; and consequently to make this assertion is to say that a mass of legal relations owns the major part of itself, 1 Except in the exercise of certain powers which the state is held al- ways to reserve, see §§ 465, 466. 2 Lect. xlvii. on law as to its pur- poses and subjects. 3 "Strictly speaking, ownership is the right of a natural person or per- sons only." State v. Bank of Louis- iana, 9 La. 745, 759; see also Angell and Ames on Corp., § 160. 23