2.
The words corporation and incorporation are frequently confounded,
particularly in the old books. The distinction between them is, however,
obvious; the one is the institution itself, the other the act by which
the institution is created.
3. Corporations are divided into public and private.
4.
Public corporations, which are also called political, and sometimes
municipal corporations, are those which have for their object the
government of 'a portion of the state; Civil Code of Lo. art. 420 and
although in such case it involves some private interests, yet, as it is
endowed with a portion of political power, the term public has been
deemed appropriate.
5.
Another class of public corporations are those which are founded for
public, though not for political or municipal purposes, and the, whole
interest in which belongs to the government. The Bank of Philadelphia,
for example, if the whole stock belonged exclusively to the government,
would be a public corporation; but inasmuch as there are other owners of
the stock, it is a private corporation. Domat's Civil Law,- 452 4
Wheat. R. 668; 9 Wheat. R. 907 8 M'Cord's R. 377 1 Hawk's R. 36; 2
Kent's Corn. 222.
6.
Nations or states, are denominated by publicists, bodies politic, and
are said to have their affairs and interests, and to deliberate and
resolve, in common. They thus become as moral persons, having an
understanding and will peculiar to themselves, and are susceptible of
obligations and laws. Vattel, 49. In this extensive sense the United
States may be termed a corporation; and so may each state singly. Per
Iredell, J. 3 Dall. 447.
7.
Private corporations. In the popular meaning of the term, nearly every
corporation is public, inasmuch as they are created for the public
benefit; but if the whole interest does not belong to the government, or
if the corporation is not created for the administration of political
or municipal power, the corporation is private. A bank, for instance,
may be created by the government for its own uses; but if the stock is
owned by private persons, it is a private corporation, although it is
created by the government, and its operations partake of a private
nature. 9 Wheat. R. 907. The rule is the same in the case of canal,
bridge, turnpike, insurance companies, and the like. Charitable or
literary corporations, founded by private benefaction, are in point of
law private corporations, though dedicated to public charity, or for the
general promotion of learning. Ang. & Ames on Corp. 22.
8. Private corporations are divided into ecclesiastical and lay.
9.
Ecclesiastical corporations, in the United States, are commonly called
religious corporations they are created to enable religious societies to
manage with more facility and advantage, the temporalities belonging to
the church or congregation.
10.
Lay corporations are divided into civil and eleemosynary. Civil
corporations are created for an infinite variety of temporal purposes,
such as affording facilities for obtaining loans of money; the making of
canals, turnpike roads, and the like. And also such as are established
for the advancement of learning. 1 Bl. Com. 471.
11.
Eleemosynary corporations are such as are instituted upon a principle
of charity, their object being the perpetual distribution of the bounty
of the founder of them, to such persons as he has directed. Of this kind
are hospitals for the relief of the impotent, indigent and sick, or
deaf and dumb. 1 Kyd on Corp. 26; 4 Conn. R. 272; Angell & A. on
Corp. 26.
12. Corporations, considered in another point of view, are either sole or agregate.
13.
A sole corporation, as its name implies, consists of only one person,
to whom and his successors belongs that legal perpetuity, the enjoyment
of which is denied to all natural persons. 1 Black Com. 469. Those
corporations are not common in the United States. In those states,
however, where the religious establishment of the church of England was
adopted, when they were colonies, together with the common law on that
subject, the minister of the parish was seised of the freehold, as
persona ecclesiae, in the same manner as in England; and the right of
his successors to the freehold being thus established was not destroyed
by the abolition of the regal government, nor can it be divested even by
an act of the state legislature. 9 Cranch, 828.
14.
A sole corporation cannot take personal property in succession; its
corporate capacity of taking property is confined altogether to real
estate. 9 Crancb, 43.
15.
An aggregate corporation cousists of several persons, who are' united
in one society, which is continued by a succession of members. Of this
kind are the mayor or commonalty of a city; the heads and fellows of a
college; the members of trading companies, and the like. 1 Kyd on Corp.
76; 2 Kent's Com. 221 Ang. & A. on Corp. 20. See, generally, Bouv.
Inst. Index, h. t.
CORPORATOR. One who is a member of a corporation.
2.
In general, a corporator is entitled to enjoy all the benefits and
rights which belong to any other member of the corporation as such. But
in some corporations, where the rights are of a pecuniary nature, each
corporator is entitles to those rights in proportion to his interest; he
will therefore be entitled to vote only in proportion to the amount of
his stock, and be entitled to dividends in the same proportion.
3.
A corporator is not in general liable personally for any act of the
corporation, unless he has been made so by the charter creating the
corporation.
CORPOREAL PROPERTY,
civil law. That which consists of such subjects as are palpable. In the
common law, the term to signify the same thing is properly in
possession. It differs from incorporeal property, (q. v.) which consists
of choses in action and easements, as a right of way, and the like.
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