KFLCC Kingdom Law 2nd Ed.

274

CORPORATION

CORPORATION

Eleemosynary and civil. Lay corpora tions are classified as "eleemosynary" and "civil;" the former being such as are created for the distribution of alms or for the ad ministration of charities or for purposes falling under the description of "charitable" in its widest sense, including hospitals, asy lums, and colleges; the latter being organiz ed for the facilitating of business transac tions and the profit or advantage of the members. 1 Bl. Comm. 471; Dartmouth College v. Woodward, 4 Wheat 660, 4 L. Ed. 629. In the law of Louisiana, the term "civil" as applied to corporations, is used in a dif ferent sense, being contrasted with "reli gious." Civil corporations are those which relate to temporal police; such are the cor porations of the cities, the companies for the advancement of commerce and agriculture, literary societies, colleges or universities founded for the instruction of youth, and the like. Religious corporations are those whose establishment relates only to religion; such are the congregations of the different reli gious persuasions. Civ. Code La. a r t 431. Aggregate and sole. A corporation sole is one consisting of one person only, and his successors in some particular station, who are incorporated by law in order to give them some legal capacities and advantages, par ticularly that of perpetuity, which in their natural persons they could not have had. In this sense, the sovereign in England is a sole corporation, so is a bishop, so are some deans distinct from their several chapters, and so is every parson and vicar. 3 Steph. Comm. 168, 169; 2 Kent, Comm. 273. Warner v. Beers, 23 Wend. (N. Y.) 172; Codd v. Rath bone, 19 N. Y. 39; First Parish v. Dunning, 7 Mass. 447. A corporation aggregate is one composed of a number of individuals vested with corporate powers; and a "corporation," as the word is used in general popular and legal speech, and as defined at the head of this title, means a "corporation aggregate." Domestic and foreign. With reference to the laws and the courts of any given state, a "domestic" corporation is one created by, or organized under, the laws of that state; a "foreign" corporation is one created by or under the laws of another state, government, or country. In re Grand Lodge, 110 Pa. 613, 1 Atl. 582; Boley v. Trust Co., 12 Ohio St 143; Bowen v. Bank, 34 How. Prac. (N. Y.) 411. Close and open. A "close" corporation is one in which the directors and officers have the power to fill vacancies in their own number, without allowing to the general body of stockholders any choice or vote in their election. An "open" corporation is one in whi^h all the members or corporators have a vote in the election of the directors and other officers. McKim v. Odom, 3 Bland (Md.) 416.

to corporations of which the government owned the entire stock, as in the case of a state bank. But bearing in mind that "public" is here equiv alent to "political," it will be apparent that this is a misnomer. Again the fact that the business or operations of a corporation may directly and very extensively affect 'the general public (as in the case of a railroad company or a bank or an insurance company) is no reason for calling it a public corporation. If organized by pri vate persons for their own advantage,—or even if organized for the benefit of the public gen erally, as in the case of a free public hospital or other charitable institution,—it is none the less a private corporation, if it does not possess governmental powers or functions. The uses may in a sense be called "public," but the cor poration is "private," as much so as if the franchises were vested in a single person. Dart mouth College v. Woodward, 4 Wheat. 562, 4 L. Ed. 629; Ten Eyck v. Canal Co., 18 N. J. Law, 204, 37 Am. Dec. 233. It is to be ob served, however, that those corporations which serve the public or contribute to the comfort and convenience of the general public, though owned and managed by private interests, are now (and quite appropriately) denominated "public-service corporations." See infra. An other distinction between public and private cor porations is that the former are not voluntary associations (as the latter are) and that there is no contractual relation between the govern ment and a public corporation or between the individuals who compose it. Mor. Priv. Corp. 3; Goodwin v. East Hartford, 70 Conn. 18, 8 Atl. 876. The terms "public" and "municipal," as ap plied to corporations, are not convertible. All municipal corporations are public, but not vice versa. Strictly speaking, only cities and towns are "municipal" corporations, though the term is very commonly so employed as to include also counties and such governmental agencies as school districts and road districts. Brown v. Board of Education, 108 Ky. 783, 57 S. W. 612. But there may also be "public" corporations which are not "municipal" even in this wider sense of the latter term. Such, according to some of the authorities, are the "irrigation dis tricts" now known in several of the western states. Irrigation Dist. v. Collins, 46 Neb. 411, 64 N. W. 1086; Irrigation Dist. v. Peterson, 4 Wash. 147, 29 Pac. 995. Compare Herring v. Irrigation Dist. (C. C.) 95 Fed. 705. Ecclesiastical and lay. In the English law, all corporations private are divided in to ecclesiastical and lay, the former being such corporations as are composed exclusive ly of ecclesiastics organized for spiritual pur poses, or for administering property held for religious uses, such as bishops and certain other dignitaries of the church and (former ly) abbeys and monasteries. 1 Bl. Comm. 470. Lay corporations are those composed of laymen, and existing for secular or business purposes. This distinction is not recognized in American law. Corporations formed for the purpose of maintaining or propagating religion or of supporting public religious serv ices, according to the rites of particular de nominations, and incidentally owning and administering real and personal property for religious uses, are called "religious corpora tions," as distinguished from business cor porations; but they are "lay" corporations, and not "ecclesiastical" in the sense of the English law. Robertson v. Bullions, 11 N. Y. 243.