CHAPTER THE EIGHTEENTH, OF CORPORATIONS. W E have hitherto confidered perfons in their natural capacities, and have treated of their rights and duties. But, as all perfonal rights die with the person; and, as the neceffary forms of investing a series of individuals, onę after another, with the fame identical rights, would be very inconvenient, if not impracticable; it has been found neceffary, when it is for the advantage of the public to have any particular rights kept on foot and continued, to constitute artificial perfons, who may maintain a perpetual fucceffion, and enjoy a kind of legal immortality. THESE artificial perfons are called bodies politic, bodies corporate, (corpora corporata) or corporations: of which there is a great variety fubfifting, for the advancement of religion, of learning, and of commerce; in order to preserve entire and for ever those rights and immunities, which, if they were granted only to thofe individuals of which the body corporate is compofed, would upon their death be utterly loft and extinct. To fhew the advantages of these incorporations, let us confider the case of a college in either of our universities, founded ad ftudendum et orandum, for the encouragement and fupport of religion and learning. If this were a mere voluntary affembly, the individuals which compose it might indeed read, pray, study, and perform fcholaftic exereifes together, fo long as they could agree to do fo: but they could 2 could neither frame, nor receive any laws or rules of their conduct; none at least, which would have any binding force, for want of a coercive power to create a sufficient obligation. Neither could they be capable of retaining any privileges or immunities: for, if fuch privileges be attacked, which of all this unconnected affembly has the right, or ability, to defend them? And, when they are difperfed by death or otherwife, how fhall they transfer these advantages to another set of students, equally unconnected as themselves? So alfo, with regard to holding eftates or other property, if land be granted for the purposes of religion or learning to twenty individuals not incorporated, there is no legal way of continuing the property to any other perfons for the fame purposes, but by endlefs conveyances from one to the other, as often as the hands are changed. But when they are consolidated and united into a corporation, they and their fucceffors are then confidered as one perfon in law: as one perfon, they have one will, which is collected from the fenfe of the majority of the individuals this one will may establish rules and orders for the regulation of the whole, which are a fort of municipal laws of this little republic; or rules and statutes may be prescribed to it at it's creation, which are then in the place of natural laws: the privileges and immunities, the estates and possessions, of the corporation, when once vested in them, will be for ever vested, without any new conveyance to new fucceffions; for all the individual members that have existed from the foundation to the prefent time, or that fhall ever hereafter exist, are but one perfon in law, a perfon that never dies in like manner as the river Thames is ftill the fame river, though the parts which compofe it are changing every inftant. : THE honour of originally inventing these political constitutions entirely belongs to the Romans. They were introduced, as Plutarch fays, by Numa; who finding, upon his acceffion, the city torn to pieces by the two rival factions of Sabines and Romans, thought it a prudent and politic meafure to fubdivide these two into many fmaller ones, by infti tuting separate societies of every manual trade and profeffion. They were afterwards much confidered by the civil law, in which they were called univerfitates, as forming one whole out of many individuals; or collegia, from being gathered together they were adopted alfo by the canon law, for the maintenance of ecclefiaftical difcipline; and from them our fpiritual corporations are derived. But our laws have confiderably refined and improved upon the invention, according to the usual genius of the English nation: particularly with regard to fole corporations, confifting of one person only, of which the Roman lawyers had no notion; their maxim being that "tres faciunt collegium." Though they held, that if a corporation, originally confifting of three perfons, be reduced to one, "fi univerfitas ad unum redit," it may still subsist as a corporation," et ftet nomen univerfitatis c." BEFORE we proceed to treat of the several incidents of corporations, as regarded by the laws of England, let us first take a view of the several sorts of them; and then we shall be better enabled to apprehend their respective qualities. THE first division of corporation is into aggregate and sole. Corporations aggregate confift of many perfons united together into one fociety, and are kept up by a perpetual fucceffion of members, fo as to continue for ever: of which kind are the mayor and commonalty of a city, the head and fellows of a college, the dean and chapter of a cathedral church. Corporations fole confift of one person only and his fucceffors, in fome particular station, who are incorporated by law, in order to give them fome legal capacities and advantages, particularly that of perpetuity, which in their natural perfons they could not have had. In this fense the king is a fole corporation fo is a bishop: so are some deans, and prebendaries, distinct from their several chapters: and fo is every parfon and vicar. And the neceffity, or at least use, of this institution will be very apparent, if we consider the case of a Ff. 1. 3. t. 4. per tot. b Ff. 50, 16. 8. c Ff. 3, 4. 7. a parfon a parfon of a church. At the original endowment of parish churches, the freehold of the church, the church-yard, the parfonage house, the glebe, and the tithes of the parish, were vefted in the then parfon by the bounty of the donor, as a temporal recompenfe to him for his fpiritual care of the inhabitants, and with intent that the fame emoluments should ever afterwards continue as a recompenfe for the fame care. But how was this to be effected? The freehold was vefted in the parfon; and, if we fuppofe it vefted in his natural capacity, on his death it might defcend to his heir, and would be liable to his debts and incumbrances: or, at beft, the heir might be compellable, at fome trouble and expenfe, to convey these rights to the fucceeding incumbent. The law therefore has wifely ordained, that the parfon, quatenus parfon, shall never die, any more than the king; by making him and his fucceffors a corporation. By which means all the original rights of the parfonage are preferved entire to the fucceffor: for the prefent incumbent, and his predeceffor who lived feven centuries ago, are in law one and the fame person ¿ and what was given to the one was given to the other alfo. ANOTHER divifion of incorporations, either fole or aggre gate, is into ecclefiaftical and lay. Ecclefiaftical corporations are where the members that compofe it are entirely fpiritual perfons; fuch as bishops; certain deans, and prebendaries; all archdeacons, parfons, and vicars; which are fole corporations: deans and chapters at present, and formerly prior and convent, abbot and monks, and the like, bodies aggregate. These are erected for the furtherance of religion, and perpetuating the rights of the church. Lay corporations are of two forts, civil and eleemofynary. The civil are fuch as are erected for a variety of temporal purposes. The king, for inftance, is made a corporation to prevent in general the poffibility of an interregnum or vacancy of the throne, and to preserve the poffeffions of the crown entire; for, immediately upon the demife of one king, his fucceffor is, as we have formerly seen, in full poffeffion of the regal rights and dignity. Other lay corporations are erected for the good government of a town a town or particular district, as a mayor and commonalty, bailiff and burgeffes, or the like: some for the advancement and regulation of manufactures and commerce; as the trading companies of London, and other towns: and fome for the better carrying on of divers special purposes; as churchwardens, for confervation of the goods of the parish; the college of physicians and company of furgeons in London, for the improvement of the medical science; the royal fociety, for the advancement of natural knowledge; and the fociety of antiquaries, for promoting the study of antiquities. And among thefe I am inclined to think the general corporate bodies of the universities of Oxford and Cambridge must be ranked: for it is clear they are not spiritual or ecclefiaftical corporations, being compofed of more laymen than clergy: neither are they eleemofynary foundations, though ftipends are annexed to particular magiftrates and profeffors, any more than other corporations where the acting officers have standing falaries; for these are rewards pro opera et labore, not charitable donations only, fince every ftipend is preceded by fervice and duty they feem therefore to be merely civil corporations. The eleemofynary fort are fuch as are constituted for the perpetual diftribution of the free alms, or bounty, of the founder of them to fuch perfons as he has directed. Of this kind are all hofpitals for the maintenance of the poor, fick, and impotent; and all colleges, both in our univerfities and out of them: which colleges, are founded for two purposes; 1. For the promotion of piety and learning by proper regulations and ordinances. 2. For imparting affiftance to the members of thofe bodies, in order to enable them to profecute their devotion and ftudies with greater eafe and affiduity. And all these eleemofynary corporations are, strictly speaking, lay and not ecclefiaftical, even though compofed of ecclefiaftical perfons f, and although they in fome things partake of the nature, privileges, and restrictions of ecclefiaftical bodies. e e Such as at Manchester, Eton, f Lord Raym. 6. Winchester, &c. |