An ecclesiastical corporation sole is (1) regular (m); as, an abbot, prior, &c. Co. L. 250. a.

Or secular (n); as a bishop, dean, &c. Co. L. 250. a.

An ecclesiastical corporation aggregate consists of an head and body, who are all persons capable; as, a dean and chapter: or the head only is capable, and the others incapable in law; as, an abbot and his convent, &c. (0)

So a lay-corporation is sole;

society, and are kept up by a perpetual succession of members, so as to continue for ever; of which kind are the mayor and commonalty of a city, the head and fellows of a college, the dean and chapter of a cathedral church. Corporations sole consist 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, particularly that of perpetuity, which in their natural persons they could not have had; and in this sense the king is a sole corporation, so is a bishop, so are some deans and prebendaries, distinct from their several chapters, and so is every parson and vicar.-2. Corporations aggregate are of two kinds; the one created for public government; the other for private charity. Public corporations being for the good of the community, are governed by the laws of the land, so that the validity of their private constitutions is examinable by the king's courts. Private corporations are subject to the laws made, or empowered to be made, by those who create them. 2 T. R. 352.

(1) 1. Sole corporations are divided into two kinds: those where the person so denominated has a corporate capacity for his own benefit; and those where he acts only as trustee for the benefit of others. — 2. Of the first kind, those best known, and most commonly enumerated, are the king, archbishops, bishops, certain deans, and prebendaries, all archdeacons, parsons, and vicars; and of the same kind were chauntry priests, in the times of popish superstition. Vide 10Rep. 27. a. b. 28. a. 4 Rep. 65. Cro. Eliz. 464. 1 Kyd, 20.-3. Of the second kind the most familiar instance is the chamberlain of London, who may take a recognizance to himself and successors, in his politic capacity, in trust for the orphans. Vide 1 Rol. Abr. 515. 4 Rep. 65. Cro. Eliz. 464. 1 Kyd, 20.

(m) The regular corporations were composed of those ecclesiastical persons who lived under some rule, had a common dormitory and refectory, and were obliged to observe the statutes of their order; of this class were the monasteries, priories, and some canonries. 1 Kyd, 25. Burn's Ecc. L. Monast. s. 3.

(n) The secular were so called because they conversed in seculo, performed spiritual offices to the laity, and took upon them the cure of souls; such are, at this day, all the ecclesiastical corporations known to the law, and such were formerly some canons. 1 Kyd, 23. Burn's Ecc. L. Monast. s. 3.

(0) 1. Before the dissolution of monasteries, corporations aggregate were divided into the two classes of corporations aggregate of many persons capable, and corporations aggregate of one person capable, and the rest incapable or dead in law. Co. L. 2. a. 2. A master and fellows, or a master and scholars of a college, and a dean and chapter, are examples of the former kind; an abbot and monks, and a prior and monks, were examples of the latter. 1 Kyd, 21. — 3. Those of the former must sue and be sued by their aggregate name; but the abbot alone, or the prior alone, might sue and be sued alone in right of his house: thus when an abbot and convent were seised of land, and were afterwards disseised of it, the abbot might have an assize in his own name without naming the convent, and a præcipe quod reddat was, in like manner, to be sued against the abbot alone; for as to civil purposes a monk was totally incapacitated to act in his own right, and if he received a personal injury, or did an injury to another, he could not sue or be sued alone, but the sovereign of the house must, in both cases, have been joined with him; but he had a capacity to fill a spiritual office, as to be a vicar, or to be the abbot of another place than that of which he had been a subordinate monk, or he might act in the right of another, as executor. And the abbot, as well as the subordinate monks, was, as a natural person, considered as dead in law; but he had a politic capacity as sovereign of the house, by which he might sue and be sued, infeoff, give, demise, and lease to others, and purchase and take from others, and which was admitted by the policy of the law, that those, who had a right against the house, might know how they were to sue, and that the rights of the house itself might be recovered in the name of the abbot. 11 Ass. pl. 19. Bro. Corpor. 81. 3H.6.23. Bro. Corpor. 78. Moigne, 1. 22 H.6.4. Co. L. 346. b. 347. a. 1 Kyd, 22.

Or

Or aggregate; as, a mayor and commonalty. 10 Co. 29. b. (p)

(F2.) How created:- By the common law.

A corporation is by the common law, by act of parliament, by prescription, or by charter. Co. L. 250. a.

By the common law; as, the king. 10 Co. 29. b. (q)

(F 3.) By parliament.

So a corporation may be created by act of parliament. 10 Co. 29. b. (r) (F4.) By prescription.

So an ancient city or borough may claim to be a corporation by prescription. 10 Co. 29. b. (s)

A corporation by prescription may prescribe by several names. Per Hale, Hard. 504.

(F 5.) By charter; who may make it.

To a corporation by charter (t) there are requisite, 1. An authority to make it. (u) 2. Sufficient words. 3. Persons to be incorporated. 4. A name. 5. A place. R. 10 Co. 29. b.

The

(p) There cannot exist in the same place two independent corporations with general powers of government. 2T.R. 567.

(q) 1. Corporations by common law are those to which several corporate capacities have been annexed, in virtue of their political character, by the universal assent of the community, from the most remote period to which their existence can be traced. 1 Kyd, 39.-2. Of this description are the king, all bishops, parsons, vicars, deans, archdeacons, prebendaries, or canons of some cathedrals, churchwardens, and deans and chapters, and such were all chauntry priests, abbot and convent, or prior and convent. 1 Kyd, 40. (r) 1. When it is intended that a corporation should be established, vested with powers or privileges which, by the principles of the common law, cannot be granted by the king's charter, then recourse must be had to the aid of an act of parliament; as, if it be intended to grant the power of imprisonment, as in the case of the college of physicians; or to confer an exclusive right of trading, as in the case of the East India company; or when a court is erected, with a power to proceed in a manner different from the common law, which is the case of the vice-chancellor's court in the two universities. 1Kyd, 61. Cro. Car. 73. 87, 88. Jenk. 97. 117.-2. But most of those statutes which are usually cited as having created corporations, either confirm such as have been previously created by the king; or they permit the king to erect a corporation in futuro, with such and such powers, so that the immediate creative act is usually performed by the king alone, in virtue of his royal prerogative. 1 Com. 473.

(s) A corporation by prescription is a corporation which has existed from time immemorial, and of which it is impossible to shew the commencement by any particular charter or act of parliament, the law presuming that such charter or act of parliament, once existed, but that it has been lost by such accidents as length of time may produce. 1 Kyd, 41. 21 Edw. 4. 56. et seq. Bro. Corpor.65.

(t) A corporation by the king's charter is such a one as exists by virtue of such charter alone. 1 Kyd, 40.

(u) 1. As the intention of a grant of incorporation is to confer some on the grantees, which, however, may be counterbalanced by some conditions, with which it is accompanied, it has become an established rule, that the grant must be accepted by the voluntary consent of a majority of those whom it is intended to incorporate; otherwise the grant will be void. 1Rol. Rep.226. Brownl. and Goulds. 2d pt. 100.-2. And it must be accepted as it is offered; they are not at liberty to act under part of its provisions and reject the rest; but if a new charter be given to a corporation already in being, and acting either under a former charter or prescriptive usage, such corporation already existing, is not obliged to accept the new charter in the whole, and to receive either all or no part of it; it may act partly under that, and partly under its old charter or prescription.

The king alone has authority to make a corporation by his charter. 10 Co. 33. b. 1 Rol.512. l. 27. Per Att. Gen. Quo W. 8. (x)

And therefore, a prescription by a subject, or a corporation, to make another corporation, is void. Bro. Corporation, 45. 1 Rol.512. 1. 35.

So, if the king grants power to another to make a corporation, it is void, except when it may commence upon the charter, or grant of the king, and not by the power conferred upon the other by such grant. 49 Ass. 8. Dub. Bro. Corporation, 45. Th. D. lib. 1. c. 22. S. 26. Acc. 10 Co. 33. b. (y)

So the pope, though he usurped very great authority, never could make a corporation. Jon. 184. Bro. Corporation, 34. (~)

So

prescription. 3 Burr. 1647. 1656. 1661.-3. But though the king cannot take away liberties, before granted by him or his predecessors, yet if a corporation accept a charter which abridges or alters any of their liberties, this is good; and when a corporation takes a new charter concerning their liberties, they may make use of it as a grant, or as a confirmation. 4 Mod. 269. 1Salk. 167. L. Raym. 29. 32.

(x) 1. It is certain, that during the latter part of the Saxon period, and for some time after the Conquest, the great nobles claimed and exercised prerogatives within their own demesnes, similar to those which the king exercised within the demesnes of the crown; and of these it is certain, that the power of conferring corporate privileges on their towns, was one. There are many instances of towns within the demesnes of the feudal barons, which had enjoyed such privileges by charters from their immediate lords, and, having come to the crown by escheat, have had those privileges confirmed, and others added to them by subsequent charters from the king. 1 Kyd, 42. Millar on Eng. Govern. 149. Stewart's Dissert. Eng. Cons. pt.3. s.3. Lutw. 1336.-2. That the king, however, was very soon after the Conquest, understood to possess the exclusive prerogative of creating guilds, or incorporate companies, appears from this circumstance, that many such companies were suppressed about that period, as adul terine guilds; that is, guilds set up without the king's warrant or authority. 1 Kyd, 44. Firma Burgi, 26.-3. In the time of Bracton, who lived in the reigns of Henry 3. and Edward 1., the king's prerogative, as to the exclusive right of granting liberties and franchises in general, seems to have been fully established. Brac. 1. 2. c. 24. f. 55, 56.— 4. And the absolute necessity of his assent to the erection of any corporation was held, in the reign of Edward 5., to have been long settled as clear law. 49 Edw.3. 3, 4. 49 Ass. 8. Bro. Corpor. 15. Prescrip 15. 10 Rep.33. 1 Rol. 512.

(y) 1. It was formerly asserted, that the act of incorporation must be the immediate act of the king himself, and that he could not grant a licence to another to erect a corporation. 2H.7. 13. 10Rep. 27.-2. But the law has long been settled otherwise; and he may not only grant a licence to a subject to erect a particular corporation, but give a general power by charter to erect corporations indefinitely. The chancellor of the university of Oxford has by charter such a power, and has actually" often exerted it in the erection of several matriculated companies, now subsisting, of tradesmen, subservient to the students. 1 Kyd, 50. 1 Com.474.-5. This power is most frequently exercised in the case of eleemosynary or charitable corporations, when a licence is granted to a subject to erect such a corporation, and to endow it with possessions or revenues; in which case the donor is called the founder. 1 Kyd, 50.

(z) 1. At the time of the Reformation, in-consequence of the statute of 1 Edw. 6. c.14. which gave the colleges, therein described, to the king, it generally became a question, whether the house claimed was a lawful college; the determination of which depended on the authority by which it was established. 1 Kyd, 44.-2. In the case of Greystock college, it appeared that Pope Urban, at the request of Ralph, baron of Greystock, founded a college of a master and six priests, resident at Greystock, and assigned to each of the priests five marks per annum, beside their bed and chamber, and to the master 40l. per annum; and it was certified into the book of first-fruits and tenths, that this college was in being within five years before the making of the statute; and it was resolved by the justices, that this reputative college was not given to the king, by that statute, because it wanted a lawful beginning, and the countenance also of a lawful commencement, for that the Pope could not found or incorporate a college within this realm, nor assign, nor licence others to assign, temporal livings to it;

but

So the corporation of London, though its privileges are confirmed by parliament, cannot make another corporation. 1 Sal. 192.

But a subject may chuse the persons, invent the name, &c. for the King. 1 Rol.512. I. 30.

So a corporation may make a fraternity, (a) or company, within themselves. 1 Sal. 192. (b)

So the king, by charter to the East India company, &c. may enable them to constitute such persons, who shall be incorporated.

(F 6.) By what words.

There need not any precise words to make a corporation. R. 10 Co. 30. b.

And therefore, if the words, fundo, erigo, stabilio, &c. be wanting, it is not material. 10 Co.28. a. 1 Rol. 513. 1.7.

Anciently if the king had granted to a vill gildam mercatoriam, it was, by such grant, incorporated. 1 Rol. 513. 1. 10. 10 Co. 30. a. Sutton's Hosp. (c)

So,

but that it ought to be done by the king himself, and by no other. Dyer, 81. pl. 64. 4 Rep. 107. b.—3. But, during the times of popery, even long after the king's consent was thought necessary to the erection of a corporation, it was held, that that consent was not sufficient, without the concurrence of the pope, to found an abbey or convent. 14 H. 8. 2. 29. Bro. Corpor. 34. Jenk.205.

(a) 1. The court thus distinguishes between a corporation and a fraternity, that a corporation is properly an investing of the people of the place with the local government thereof, and therefore their laws shall bind strangers; but that a fraternity is some people of a place united together in respect of a mystery and business, into a company; and their laws and ordinances cannot bind strangers, because they have not a local power or government.-2. Upon which distinction, it has been observed, that it is certainly made in very inaccurate terms. It seems to imply, that the name of corporation, and the powers belonging to such a body, can be enjoyed only by a corporation invested with the local government of a place, and that all the companies of trades within towns and cities, are only voluntary associations, and can exercise no corporate powers, which is certainly not true; for when such companies are incor porated by the king's charter, they are as much corporations, as the general corporate body of the town or city in which they are. But the true distinction seems to be this, that a company incorporated by the king's charter, can act as a corporation by its own intrinsic powers, without the assistance or protection of the corporation of the town; but that a company established by the authority of the mayor and commonalty of London, though allowed to be a legal institution, cannot act of itself as a corporation, but its members must assert their claim of privileges under the prescriptive right of the mayor and commonalty, to establish such a company. 1 Kyd, 48. Comb.372. 1 Str. 462.

(b) 1. In the more ancient books, we find several instances of private companies of trades within a corporate town, claiming to act as corporations, erected by the authority of the general corporation of the town, in which they claim to act; but it is on all such occasions uniformly decided, that no commonalty or corporation, either by usage or prescription, or by any other means than by the authority of the king's charter, empowering them to do so, by express words. 1Kyd, 47. 49 Ass. p. 8. 49 Edw.3. 3, 4. Bro. Corpor. 15. 45. Prescrip.15. 10 Rep. 33. 1Rol. 512. 1Sid. 291. 2 Keb. 53.-2. But it is admitted, that the mayor and commonalty of London may make a fraternity or company within the city, which, however, will be no more than a voluntary association, from which each of the members may retire whenever he pleases. Ibid. Salk.193.

(c) 1. The grant of a gilda mercatoria does not seem to have invested the grantees with the local government of the place; for a gilda mercatoria established in a town, may be distinct from the general corporation of the town. 1Salk. 203. Ld. Raym. 1129.1134. 1 Kyd, 64.-2. And in most of the royal boroughs in Scotland, there are VOL. IV. several

Ff[c]

So, if the king grants to a vill to be quit of toll, it is incorporated for this purpose. I Rol. 513. 1. 22. (d)

Or, if he grants lands to them, they have thereby a corporate_capacity to take, if a rent be reserved. 1 Řol. 513.1.40. Adm. Cro. El. 35.

Or, if he gives licence to grant lands to them. 1 Rol. 513. 1.13. Yet a grant of land to a vill, does not give capacity to take, if a rent be not reserved; for the grant shall be void. 1 Rol.513. 1. 20.

And a grant of land, rendering rent, does not give a capacity to alien the same land. R. Cro. El.35.

A corporation may be constituted of persons natural, or political. 10 Co. 29. b.

It may be composed out of another corporation. 1 Rol. 512. C. (e) If the other be a corporation by prescription. 1 Sid.291. (ƒ)

So

several incorporated companies of trades, and a gildry, which is also an incorporated company, but distinct from the others; and the magistracy of the town is composed of members partly taken from the gildry, and partly from the trades. 1 Kyd, 65.

(d) 1. In former times, a gift of land from the king to the burgesses, citizens, or commonalty of such a place, was conceived to be sufficient to incorporate them under such collective name. 7 Edw.4. 14. Bro. Corpor. 54.-2. So if the king granted to the men of Dale, that they might elect a mayor every year, and that they should plead and be impleaded by the name of mayor and commonalty; this seems to have been sufficient to incorporate them. 21 Edw. 4. 56. Bro. Corpor. 65. Sed vide 21 Edw. 4. 57.-3. And there are many instances of grants by charter, to the inhabitants of a town, that their town shall be a free borough, and that they shall enjoy various privileges and exemptions, without any direct clause of incorporation; and yet by virtue of such charter, such towns have heen uniformly considered as incorporated. Firm. Burg. c. 11. Madox, Hist. Exch. 402. 1 Kyd, 63.-4. Nor is it necessary that the charter should expressly confer those powers, without which a collective body of men cannot be a corporation, such as the power of suing and being sued, and to take and grant property, though such powers are in general expressly given. 10 Rep.29.-5. A grant of incorporation to the citizens or burgesses of such a city or borough, especially an old grant, is good, without the words 'their successors. Brownl. and Goulds. 2d pt. 292. (e) Thus by a charter of Edward 6., the mayor, citizens, and commonalty of London, are appointed governors of Christ's hospital, of Bridewell, and incorporated by the name of the governors of the possessions, revenues, and goods of the hospital of Edward 6., king of England, of Christ, Bridewell. 10 Rep. 31. b.

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(ƒ) 1. So a man, who forms a component part of a corporation aggregate, may have, to some purposes, a distinct corporate capacity; thus a dean and chapter form one corporation aggregate; but in many cases both dean and prebendaries have distinct rights as corporations sole; each may have peculiar revenues, appropriated to him and his successors, in his political capacity; and the prebendaries alone, without the dean, may also form one aggregate corporation, distinct from that of dean and chapter. 9E.3. 18. b. 14 H.4. 10. b. 20E.4. 2. 10Rep. 31. b. 1 Kyd, 55.-2. So, also, several distinct and independent corporations may form the component parts of one general corporate body; thus there are in Shrewsbury several distinct independent companies of carpenters, brickmakers, bricklayers, tylers, and plasterers, and these all united form one great corporation, under the name of the company of carpenters, brickmakers, bricklayers, tylers, and plasterers of Shrewsbury. Dougl.374. 1Kyd, 35.5. There are some towns in which there are several incorporated companies of trade, which have so far a connection with the general corporation of the town, that no man can be a freeman of the town at large, and consequently a member of the general cor poration, without being previously a freeman of some one of these companies, of which description is the corporation of the city of London, and of many other cities and towns. And the general corporate bodies of the universities are constituted nearly in the same manner; for every member of the general corporation must be a member of

*some