It is also understood to be the better opinion, that though the officers of a corporation be required by the charter to be annually elected, yet if the time of election under the charter slips, the old corporate officers continue in officeafter the year, and until others are duly elected. The general principle is," that where the members of a corporation are directed to be annually elected, the words are only directory, and do not take away the power incident to the corporation to elect afterwards, when the annual day had, by some means, free from design or fraud, been passed by.

The statute of 11 Geo. I. c. 4., was made expressly to prevent the hazard and evils of a dissolution of the corporation, from the omission to elect on the day; and it seems to admit of a question, whether the statute was not rather declaratory, (for so it has been called,) and introduced to remove doubts and difficulty.

The election, when it does take place, must be when the members of the corporation are duly assembled collegialiter, and they must act simul et semel, and not scatteringly, and at several times and places.c

The power of amotion, or removal of a member for a reasonable cause, is a power necessarily incident to every corporation. It was, however, the doctrine formerly, that no member of a corporation could be disfranchised by the act of the corporation itself, unless the charter expressly conferred the power.d But Lord Ch. B. Hale, held,e that every corporation might remove a member, for good

a Hicks v. Town of Launceston, 1 Rol. Abr. 513. Foot v. Prowse, Mayor of Truro, Str. 625. 3 Bro. P. C. 167. The Queen v. Corporation of Durham, 10 Mod. 146. The People v. Runkel, 9 Johns. Rep. 147. b 3 Term Rep. 238. 245, 246.

c The Dean and Chapter of Fernes, Davies's Rep. 130–132.

d Bagg's Case, 11 Co. 99. a. 2d resolution. See also Sty. 477. 480.

1 Ld. Raym. 392. 2 ibid. 1566.

e Tidderley's case, 1 Sid. 14.

cause; and in Lord Bruce's case,a the K. B. declared the modern opinion to be, that a power of amotion was incident to a corporation. At last, in the case of The King v. Richardson, the question was fully and at large discussed in the K. B., and the court decided, that the power of amotion was incident, and necessary for the good order and government of corporate bodies, as much as the power of making by-laws. But this power of amotion, as the court held in that case, must be exercised for good cause, and it must be for some offence that has an immediate relation to the duties of the party as a corporator; for as to offences which have no immediate relation to his corporate trust, but which render a party infamous and unfit for any office, they must be established by indictment and trial at law, before the corporation can expel for such a cause. If there be no special provision on the subject in the charter, the power of removal of a member for just cause, resides in the whole body. But a select body of the corporation may possess the power, not only when given by charter, but in consequence of a by-law made by the body at large; for the body at large may delegate their powers to a select body, as the representative of the whole community.d

The modern doctrine is, to consider corporations as having such powers as are specifically granted by the act of incorporation, or as are necessary for the purpose of carrying into effect the powers expressly granted, and as not having any other. The Supreme Court of the United

a 2 Str. 891.

b 1 Burr. 517.

c The King v, Lyme Regis, Doug. 149.

d Ibid. and 3 Burr. 1837. For the various causes that have been adjudged sufficient or insufficient for the removal or disfranchisement of a member of a corporation, see 2 Kyd on Corporations. 62–94. Commonwealth v. St. Patrick's Society, 2 Binney. 441. The same v. Philanthropic Society, 5 ibid. 486. The same v. Pennsylvania Beneficial Society, 2 Serg. & Rawl. 141.

States declared this obvious doctrine in 1804, and it has been repeated in the decisions of the state courts. No rule of law comes with a more seasonable application, considering how lavishly charter privileges have been granted. As corporations are the mere creatures of law, established for special purposes, and derive all their powers from the acts creating them, it is perfectly just and proper that they should be obliged strictly to show their authority for the business they assume, and be confined in their operations to the mode, and manner, and subject matter prescribed. The modern language of the English courts is to the same effect; and, in a very recent case,c it was observed, that a corporation could not bind-themselves for purposes foreign to those for which they were established. Where a corporation was created for purposes of trade, it resulted, necessarily, that they must have power to accept bills, and issue notes. But if a company be formed, not for the purposes of trade, but for other purposes, as, for instance, to supply water, the nature of their business does not raise a necessary implication that they should have power to make notes, and issue bills; and there must be express authority to enable them to do it.

IV. Of the Visitation of Corporations.

1 proceed next to consider the power and discipline of visitation to which corporations are subject. It is a power applicable only to ecclesiastical and eleemosynary corporations; and it is understood, that no other corporations go under the name of eleemosynary, but colleges, schools, and

a Head & Amory v. The Providence Insurance Company, 2 Cranch, 127.

The People v. Utica Insurance Company, 15 Johns. Rep. 358. The N. Y. Fire Insurance Company v. Ely, 5 Com. Rep. 560.

e Broughton v. The Manchester Water Works Company, 3 Barn. & Ald. 1.

d 1 Blacks. Com. 480. 2 Kyd, 174.

hospitals. The visitation of civil corporations is by the government itself, through the medium of the courts of justice.

To eleemosynary corporations, a visitatorial power is at tached as a necessary incident. The nature and extent of this power were well explained by Lord Holt, in his cele brated judgment in the case of Philips v. Bury. If the corporation be public, in the strict sense, the government have the sole right, as the trustees of the public interest, to inspect, regulate, control, and direct the corporation, and its funds and franchises, because the whole interest and franchises are given for the public use and advantage. They are to be governed according to the laws of the land. The validity and justice of their private laws are examinable in the courts of justice, and if there be no provision in the charter how the succession shall continue, the law supplies the omission, and says it shall be by election. But private and particular corporations, founded and endowed by individuals, for charitable purposes, are subject to the private government of those who are the efficient patrons and founders. If there be no visitor appointed by the founder, the law appoints the founder himself, and his heirs, to be the visitors. This visitatorial power arises from the property which the founder assigned to support the charity; and as he is the author of the charity, the law gives him and his heirs a visitatorial power, that is, an authority to inspect the actions, and regulate the behaviour of the members that partake of the charity. He is to judge according to the statutes and rules of the college or hospital; and it was settled, by the opinion of Lord Holt, in the case of Philips v. Bury, (and which opinion was sustained and

a 1 Woodd. Lec. 474.

b Skinner's Rep. 447. 1 Lord Raym. 5. S. 2 Term Rep. 346 VOL. II.

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affirmed in the House of Lords,) that the decision of the visitor (whoever he might be) was final, and without appeal, because the doctrine is, that the founder reposes in him entire confidence that he will act justly. In most cases of eleemosynary establishments, the founders do not retain this visitatorial power in themselves, but assign or vest it in favour of some certain specified trustees or governors of the institution. It may even be inferred, from the nature of the duties to be performed, by the corporation or trustees, for the persons interested in the bounty, that the founders or donors of the charity meant to vest the power of visitation in such trustees. This was the case with Dartmouth College, according to the opinion of the Supreme Court of the United States, in the case of Dartmouth College v. Woodward. Where governors or trustees are appointed by a charter, according to the will of the founder, to manage a charity, (as is usually the case in colleges and hospitals,) the visitatorial power is deemed to belong to the trustees in their corporate character.b

The visitors of an incorporated institution are a domestic tribunal, possessing a jurisdiction from which there is no appeal. It is an ancient and immemorial right given by the common law to the private founders of charitable corpora tions, or to those whom they have nominated and appointed, to visit the charities they called into existence. The jurisdiction is to be exercised within the bosom of the corporation, and at the place of its corporate existence. Assuming, then, (as is almost universally the fact in this country,) that the power of visitation of all our public charitable corporations, is vested by the founders and donors of the charity,

a 4 Wheaton, 518.

b Story, J. in 4 Wheaton, 674, 675. Blacks. Com. 482. Case of Sutton Hospital, 10 Co. 33. a. b. Philips v. Bury, sure. Green ▼. Rutherforth, 1 Vesey, 462. Attorney General v. Middleton, 2 Vé scy, 327.