Page:Henry Osborn Taylor, A Treatise on the Law of Private Corporations (5th ed, 1905).djvu/50

 § 51.] THE LAW OF PRIVATE CORPORATIONS. [CHAP. III. mass of legal relations. It is now necessary to deter- poration mine who are the individuals composing the corpo- ofmen. y ration regarded, not as a mass of legal relations, but as a body of men. Can it be said that the corpora- tion, or body corporate, is composed of all the persons between whom these legal relations subsist? This conception would embrace all persons in any way interested in the corporate en- terprise ; it would embrace the state as representing the public, and, beside the shareholders and directors, it would also em- brace the creditors of the corporation. No doubt this concep- tion would be adequate ; but, in the first place, it is repugnant to any popular or technical meaning of the term corporation ; and, moreover, the conception of such an undefined body of men, if not hopelessly indefinite, would be at least too unwieldy for use. § 49. On the whole, it is more in accordance with the ordi- nary use of terms, and a clearer and more serviceable con- ception, to regard the corporation as consisting of the share- holders, who may with propriety be said to constitute the body corporate, as it is through their acts, or the acts of their prede- cessors, that incorporation is caused. The management of the corporate enterprise is in their hands, or in the hands of per- sons chosen by them ; and on them and their appointees the constitution confers the competency to do acts which occasion legal relations in respect of the corporate enterprise ; in them and their appointees, that is to say, are vested the corporate powers. § 50. The shareholders, then, vested with the corporate pow- ers, are the body corporate, corporation, or company. It is their acts, when done in the manner prescribed in the consti- tution of the corporation, that are, properly speaking, acts of the corporation. The main feature of their organization, as a body corporate, is that by virtue of their organization acts done in pursuance of its terms and within the scope of its purposes are in effect the acts of all ; and, accordingly, such acts of a majority of a requisite quorum are to be regarded as the acts of the whole body. § 51. Such, then, are the two meanings of the term corpora- tion : the one, the sum of legal relations subsisting in respect to the corporate enterprise; the other, the organic body of 30