tive grant may be resolved what have been styled corporations by implication, which is, where a body, lawfully constituted, cannot carry into effect its purposes without attributing to it a corporate character. The franchise of being a corporation, and the right to exercise corporate powers and to enjoy corporate privileges, can be claimed in no other way than as above stated. A legal sanction to the corporate character is, therefore, absolutely necessary, and is always implied.1 The distinction between corporations which derive their existence from the king's charter and those which derive their existence from parliament is important. A royal charter is a written instrument, in the form of letters-patent, under the great seal, addressed to all the subjects of the realm, containing a grant by the crown to the persons named, of the franchises, powers, and privileges therein mentioned. A charter of incorporation, therefore, is the written instrument by which the king creates the corporate body, names it, defines its objects, and confers its powers. Unless restricted in the charter, all of the common-law incidents of a corporation attach to it, but no corporation can pursue objects not warranted by its charter. The charter is the organic act which gives to the corporation both its existence and its peculiar character.2 § 51 (33). Royal and Parliamentary Charters. The king's charter may confer upon the corporation it institutes all the usual and ordinary powers of a corporate body, but it cannot invest such a body with extraordinary powers, such as proceeding in a manner different from the common law, or punishing by forfeiture or imprisonment, or conferring an exclusive right of trading. When the king grants clauses which are illegal they are void; and if illegal and not confirmed by parliament, no length of time or of usage will make such clauses valid. But parliament, in the fulness of its power, may grant to corporations which it erects such powers, ordinary and extraordinary, as it deems proper; and it may, as it has often done, confirm clauses in royal charters which were void, because beyond the king's power to grant. § 52 (34). Assent and Acceptance of Grantee; Revocation. The king cannot incorporate a body of men without their assent. 1 Wille. 21; Glover, 23; Grant, 6, 7; 1 Kyd, 39; Angell & Ames, § 69; Bro. Corp 65; Eastman v. Meredith, 36 N. H. 284, 290, per Perley, C. J.; St. Louis v. Allen, 13 Mo. 400; St. Louis v. Russell, 9 Mo. 507; post, §§ 64, 232, note. 2 Outline of municipal charter of the Middle Ages. Ante, § 7. Charters defined; post, § 230. Until his charter has been accepted, it is therefore inoperative.1 When once accepted, the acceptance is irrevocable. The acceptance must be by the grantees; and it is held that a valid acceptance may be made by a majority of the grantees. The charter must be accepted in toto, or not at all, for there can be no partial acceptance without the assent of the crown, which must be shown by matter of record. If the corporation be a new one, acceptance of part of the charter is taken as acceptance of all. Acceptance may be shown by user, by acting under it, as well as by the formal action of the corporate body. After acceptance the crown cannot resume the grant, or dissolve or destroy the corporation, without the consent of the grantees or their successors. The crown, at common law, can create a corporation for municipal government in any place where there is not at the time an existing corporation of the same kind, but there cannot be concurrently two corporations for the same place, having the same powers or jurisdiction. But the limitations upon the power of the crown do not apply with respect to municipal corporations created by parliament. Its power is, legally speaking, illimitable. It may create or abolish and change at its pleasure, with or without the assent of the people or corporation to be thereby affected. It may change royal charters; but parliamentary corporations cannot be affected, without the consent of parliament, by charters granted by the crown. Except as to the extent of powers which may be conferred, a parliamentary corporation is, at common law, similar to that which is created by the crown.2 $53 (35). Constitution of an Old English Municipality. Prior to 1835 many of the towns, boroughs, and cities of England were incorporated in one of the ways mentioned; that is to say, there were in them bodies corporate, established for the local government thereof. There was no uniformity in the constitution or powers of these corporate bodies. The corporation proper was not the town or place, 1 Acceptance of charter. Post, §§ 69, 'in Rome. Ante, § 3. And so in Eng92, 108; chap. xxx. As acceptance was land. "Each town was regarded as a necessary to make the king's charter corporate community," prior to any operative, the municipal charters which actual grant of a charter. Hearn, Govhe gave were all given to existing com- ernment of England, 475, 501; post, munities having a recognized and or- §§ 97, 353. ganized existence, and in the habit of acting as one body, through elections or agencies or offices. Per Campbell, J., in People v. Bennett, 29 Mich. 451. Towns and cities, that is, compact bodies of people, have a natural existence, and what may be called a natural quasi corporate character. It was so 2 Authorities last cited. Respecting the authority of the crown to grant charters to incorporate towns, since the General Municipal Corporations Act of 1835, see Rutter v. Chapman, 8 M. & W. 1; Reg. v. Boucher, 3 Q. B. 644; s. c. 2 G. & D. 737. but a corporate body constituted within it, with powers or jurisdiction, more or less extensive, to govern the inhabitants. These bodies were established at different times, and from different motives. The first distinct recognition of a municipal corporation was in the 18th of Henry VI. (A. D. 1439), with reference to Kingston-upon-Hull, which had an express charter of incorporation granted to it, for the first time, in that year. Charters had previously been granted to it by different sovereigns, at various times, giving it various privileges, but they did not incorporate the place, nor was it incorporated until the charter of 18th Henry VI., which is the first that uses terms of incorporation.' Subsequently such corporations were erected from time to time, each with its peculiar constitution, depending on the provisions of the charter or prescriptive usage. The constitution of the corporations was so various, and is so different from the American model, that it requires care to get an accurate idea of it. For illustration, we will take a simple form, namely, where by charter or by prescription the corporation consists of the mayor, aldermen, and commonalty of a town. Here there are three ranks, classes, or parts: 1, the mayor, or head officer; 2, the aldermen, the number of whom is definite, being fixed by the charter, or by prescriptive usage; 3, the commonalty, that is, the common freemen, whose number is indefinite, and whose rights in the course of time were largely usurped or destroyed. These three classes were denominated the integral parts of the corporation, and no corporation was complete (except it be otherwise provided by the charter) unless the mayor, or head officer, a majority of the definite class (that is, a majority of the aldermen), and some members of the indefinite class, or commonalty, be in existence. Hence, during a vacancy in the office of mayor, no valid corporate act can be done except to elect another, since without a mayor the corporate body is incomplete. Hence, also, at every corporate meeting it was essential, at common law, that there should be present the mayor, or head officer, whose duty it was to preside, also a majority of each definite integral class, and some members of each indefinite class, if there be more than one such class. $54 (36). Municipal Corporations Reform Act of 1835, and Revised Act of 1882. In the course of time, as we have already pointed out, great abuses had crept into these bodies, which parliament had frequently been obliged to redress.3 Complaints of grievLuehrman v. Shelby Taxing Dist., 2 Lea (Tenn.), 425. 1 Glover on Munic. Corp. 16. 2 Ante, § 10. Introductory chapter, ante, § 10. ances were universal, and misrule, confusion, and internal disputes were so general that the municipal system of government fell into great and deserved disrepute. As a measure of reform, the MUNICIPAL CORPORATIONS ACT of 5 and 6 Wm. IV. chap. lxxvi., was devised and enacted.' “I cordially concur," said the king, "in this impor The reformed House of Commons presented an address to William IV., requesting the appointment of a commission to inquire into the state of the municipal corporations in England and Wales. The commission which was appointed made a thorough examination of the condition of the various boroughs, and their report disclosed abuses and defects which it seems marvellous that any spirited people so long endured. See chap. i., ante, § 10. some extending to the decision of personal and mixed actions; others to the decision of personal actions; while in a considerable number no civil jurisdiction appeared ever to have existed. The property in some few boroughs was trivial, but the revenue generally averaged from £500 to £1,000 in each, while in some the property exceeded £50,000 per annum. In a few towns corporate the accounts were printed for distribution and audited publicly; but in most OFFICIAL REPORT as to the ABUSES cases the accounts were neither duly AND DEFECTS found to exist in the mu- kept, nor audited, nor published, benicipal corporations of England and sides being inaccurate and in a generally Wales. - The commission ascertained unsatisfactory state. The annual inthe existence of two hundred and forty- come of these municipal corporations six corporations in England and Wales, amounted to about £366,000, and the exercising municipal functions. The expenditure to £377,000, while the debt population of these corporate places in one hundred and thirty-three exexceeded two millions of people. Some ceeded the sum of two millions sterling. of these corporations claimed to act Throughout the course of the investigaunder prescriptive custom, but most tion of the commissioners there were of them under several charters, forming perceptible the same complaints, of a continued series from a very early magistrates ill-qualified by education date, but generally under charters and habits for their situations, genergranted from the reign of Edward I. ally partial, and sometimes corrupt; down to the reign of George IV. inclu- of courts, which might be made the sive. The number of corporators stated instruments of much local advantage, to be definite, in fifty boroughs, varied falling into disuse through defects of in most cases from under ten to thirty, their original constitution and their and those indefinite, in one hundred recent maladministration; of juries imand sixty-two boroughs, varied from properly selected by reason of notorious twelve to five thousand, but usually party bias; of revenue misapplied; of averaged from fifty to two hundred cor- debt contracted, and of property alienporators. The titles to freedom, or citi- ated; of the absence of all accounts zenship, generally comprehended those and the denial of all accountability arising from birth, servitude, marriage, by certain corporations; of the insuffipurchase, gift, or election. The govern- ciency of the police, the neglect of paving bodies were formed by the close and ing and lighting, and the want of those corrupt system of self-election in a great municipal accommodations for which majority of the municipalities. The the public property committed in trust corporate officers, such as the mayor, to the corporation would, if duly ador other head of the corporation, the ministered, be amply sufficient to prorecorder-frequently unprofessional- vide. Having given a general view of and the town-clerk, were appointed by the ordinary constitution of the various the self-elected governing body from municipalities, the commissioners next its own immaculate conclave. Some of proceeded to specify some of their dethe municipalities possessed exclusive fects. The most common and most criminal jurisdiction, extending to the striking defect in the constitution of the trial of felonies and all other offences, municipal corporations was, that the whereas many appear never to have corporate bodies existed independently had any criminal jurisdiction. Several of the communities among which they boroughs had civil jurisdiction extend- were found. The corporators looked ing to the decision of all actions, upon themselves, and were considered tant measure, which is calculated to allay discontent, to promote peace and union, and to procure for those communities the advan by the inhabitants, as separate and of the corporate property. The most exclusive bodies; they had powers and flagrant abuses arose from this perverprivileges within the towns and cities sion of municipal privileges to political from which they were named, but in objects. Thus the inhabitants had to most places all identity of interest be- complain, not only that the election of tween the corporation and the inhab- their magistrates and other municipal itants disappeared. That was the case functionaries was made by an inferior even where the corporation included class of themselves, or by persons una large body of inhabitant freemen. It connected with the town, but also of appeared in a more striking degree as the disgraceful practices by which the the powers of the corporation had been magisterial office was frequently obrestricted to smaller numbers of the tained; while those who, by character, resident population, and still more glar- residence, and property, were best ingly when the local privileges had been qualified to direct and control its muconferred on non-resident freemen, to nicipal affairs were excluded from any the exclusion of the inhabitants to share in the elections or management. whom they rightfully ought to belong. The exclusive and party spirit belongThe privilege of electing members of ing to the whole corporate body apparliament being that which, before the peared in a still more marked manner passing of the Reform Act, conferred in the councils by which in most cases upon the self-elected governing bodies it was governed. These councils were of close corporate towns their principal usually self-elected, and held their offices importance, and the rewards for political for life. They were commonly of one services, which the patron was accustomed to distribute among them, caused this function to be considered in many places as the sole object of their institution. The power so monopolized, and employed in a mode unsuitable to the altered circumstances of the times, led to various abuses of the system. The custom of keeping the number of corporators as low as possible may be referred to the wish for preserving the parliamentary franchise rather than to the desire of monopolizing the municipal authority, which had been coveted only as a means of securing the other and more highly prized privilege. A great number of corporations were preserved solely as political engines, and the towns to which they belonged derived no benefit, but often much injury, from their existence. To maintain the political ascendency of a party, or the political influence of a family, was the one end and object for which the powers entrusted to a numerous class of these bodies have been exercised. This object was systematically pursued in the admission of freemen, resident or non-resident; in their election of municipal functionaries for the council or the magistracy; in the appointment of subordinate officers and the local police; in the administration of charities entrusted to the municipal authorities; in the expenditure of the corporate revenue, and in the management political party, and their proceedings were mainly directed to secure and perpetuate the ascendency of the party to which they belonged. Individuals of adverse political opinions were, in most cases, systematically excluded from the governing body. These councils, which embodied the opinions of a single party, were entrusted with the nomination of magistrates, of the civil and criminal judges, often of the superintendents of police, and were, or ought to have been, the leaders in every measure that concerned the interests and prosperity of the town. So far from being the representatives either of the population or of the property of the town, they did not represent even the privileged class of freemen; and being elected for life, their proceedings were unchecked by any feeling of responsibility. The commissioners reported that there prevailed amongst the inhabitants of a great majority of the incorporated towns a general and a just dissatisfaction with their municipal councils, whose powers were subject to no proper control, whose acts and whose proceedings, being secret, were unchecked by the influence of public opinion; a distrust of the municipal magistracy, tainting with suspicion the local administration of justice, and often accompanied with contempt of the persons by whom the law was administered; a discontent under the |