KFLCC Kingdom Law 2nd Ed.

273

CORPORATION

CORPORATE

v. Turley, 142 Mo. 403, 44 S. W. 267; Barber v. International Co., 73 Conn. 587, 48 Atl. 758; Sovereign Camp v. Fraley, 94 Tex. 200, 59 S. W. 905, 51 L. R. A. 898; Sellers v. Greer, 172 111. 549, 50 N. E. 246, 40 L. R. A. 589; Old Colony, etc.," Co. v. Parker, etc., Co., 183 Mass. 557, 67 N. E. 870; Warner v. Beers, 23 Wend. (N. Y.) 103, 129, 142. A franchise possessed by one or more in dividuals, who subsist as a body politic, un der 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 may be, as a single individual. 2 Kent, Oomm. 267. An artificial person or being, endowed by law with the capacity of perpetual succes sion; consisting either of a single individual, (termed a "corporation sole,") or of a collec tion of several Individuals, (which is termed a "corporation aggregate.") 3 Steph. Comm. 166; 1 Bl. Comm. 467, 469. A corporation is an intellectual body, cre ated by law, composed of individuals united under a common name, the members of which succeed each other, so that the body contin ues always the same, notwithstanding the change of the Individuals who compose it, and which, for certain purposes, is considered a natural person. Civil Code La. art. 427. Classification. According to the accept ed definitions and rules, corporations are classified as follows: Public and private. A public corpora tion is one created 'by the state for political purposes and to act as an agency in the ad ministration of civil government, generally within a particular territory or subdivision of the state, and usually invested, for that purpose, with subordinate and local powers of legislation; such as a county, city, town, or school district. These are also sometimes called "political corporations." People v. McAdams, 82 111. 356; Wooster v. Plymouth, 62 N. H. 208; Goodwin v. East Hartford, 70 Conn. 18, 38 Atl. 876; Dean v. Davis, 51 Cal. 409; Regents v. Williams, 9 Gill & J. (Md.) 401, 31 Am. Dec. 72; Ten Eyck v. Canal Co., 18 N. J. Law, 200, 37 Am. Dec. 233; Toledo Bank v. Bond, 1 Ohio St. 622; Murphy v. Mercer County, 57 N. J. Law, 245, 31 Atl. 229. Private corporations are those founded by and composed of private individuals, for private purposes, as distinguished from gov ernmental purposes, and having no political or governmental franchises or duties. Santa Clara County v. Southern Pac. R. Co. (C. C.) 18 Fed. 402; Swan v. Williams, 2 Mich. 434; People v. McAdams, 82 111. 361; McKim v. Odom, 3 Bland (Md.) 418; Bundle v. Canal Co., 21 Fed. Cas. 6. The true distinction between public and pri vate corporations is that the former are organ ized for governmental purposes, the latter not. The term "public" has sometimes been applied

49 N. E. 424; State v. Andrews, 11 Neb. 523, 10 N. W. 410; Com. v. Upper 'Darby Audi tors, 2 Pa. Dist. R. 89; Schaeffer v. Bonham, 95 111. 382.— Corporate body. This term, or its equivalent "body corporate," is applied to private corporations aggregate; not including municipal corporations. Cedar County v. John son, 50 Mo. 225; East Oakland Tp. v. Skinner, 94 U. S. 256, 24 L. Ed. 125; Campbell v. Rail road Co., 71 III. 611; Com. v. Beamish, 81 Pa. St. 391.—Corporate franchise. The right to exist and do business as a corporation; the right or privilege granted by the state or government to the persons forming an aggregate private corporation, and their successors, to exist and do business as a corporation and to exercise the rights and powers incidental to that form of organization or necessarily implied in the grant. Bank of California v. San Fran cisco, 142 Cal. 276, 75 Pac. 832, 64 L. R. A. 918, 100 Am. St Rep. 130; Jersey City Gas light Co. v. United Gas Imp. Co. (C. C.) 46 Fed. 264; Cobb v. Durham County, 122 N. C. 307, 30 S. E. 338; People v. Knight, 174 N. Y. 475, 67 N. E. 65, 63 L. R. A. 87.— Corpo rate name. When a corporation is erected, a name is always given to it, or, supposing none to be actually given, will attach to it by impli cation, and by that name alone it must sue and be sued, and do all legal acts, though a very minute variation therein is not material, and the name is capable of being changed (by com petent authority) without affecting the identity or capacity or the .corporation. Wharton.— Corporate purpose. In reference to munici pal corporations, and especially to their powers of taxation, a "corporate purpose" is one which shall promote the general prosperity and the welfare of the municipality, (Wetherell v. De vine, 116 111. 631, 6 N. E. 24,) or a purpose necessary or proper to carry into effect the object of the creation of the corporate body, (People v. School Trustees, 78 111. 140,) or one which is germane to the general scope of the objects for which the corporation was created or has a legitimate connection with those ob jects and a manifest relation thereto, (Weight man v. Clark, 103 U. S. 256, 26 L. Ed. 392.) An artificial person or legal entity created by or under the au thority of the laws of a state or nation, com posed, in some rare instances, of a single per son and his successors, being the incumbents of a particular office, but ordinarily consist ing of an association of numerous individ uals, who subsist as a body politic under a special denomination, which is regarded in law as having a personality and existence distinct from that of its several members, and which is, by/the same authority, vested with the capacity of continuous succession, irrespective of changes in its membership, either in perpetuity or for a limited term of years, and of acting as a unit or single in dividual in matters relating to the common purpose of the association, within the scope of the powers and authorities conferred up on such bodies by law. See Case of Sutton's Hospital, 10 Coke, 32; Dartmouth College v. Woodward, 4 Wheat. 518, 636, 657, 4 L. Ed. 629; U. S. v. Trinidad Coal Co., 137 U. S. 160, 11 Sup. Ct. 57, 34 L. Ed. 640; Andrews Bros. Co. v. Youngstown Coke Co., 86 Fed. 585, 30 C. C. A. 293; Porter v. Railroad Co., 76 111. 573; State v. Payne, 129 Mo. 468, 31 S. W. 797, 33 L. R. A. 576; Farmers' L. & T. Co. v. New York, 7 Hill