called, respectively, private corporations and public corporations. Private corporations are corporations formed for the purpose of conducting operations which could be carried on by private natural persons, usually, though not always, for the purpose of financial profit to their members. Public corporations are formed solely for the purpose of assisting in the work of carrying on the government. Private corporations again are subdivided into two classes according to the nature of the business they carry on. Ordinary private corporations are engaged in undertakings in which the public as a whole are considered as having very little direct interest, such as, for example, the ordinary manufacturing or commercial corporations. Other private corporations, while not formed for the purpose of assisting in the actual administration of the government, are engaged in carrying on operations in which the public as a whole are rather directly interested, such as railway, water, gas, and electric light plants, telephones, telegraphs, etc. Such private corporations are best called, perhaps, public service corporations, though in the past they have often received the name of quasi-public corporations. This latter phrase is not exactly a happy one, for it tends to conceal the fact they are, like other private corporations, organized primarily for the purpose of private gain. Because of the semi-public character of the operations they carry on, however, they are subjected to a much larger degree of control by the government than the ordinary private commercial or manufacturing corporations. With neither of the classes of private corporations are we here concerned, but only with the public corperations as defined above.

§ 4. Public corporations: Municipal and quasimunicipal. A public corporation consists of a part of the people of a given state, residing within a given territorial district, who are by law organized into a corporation, i. e., endowed with a legal personality, for the purpose of assisting in carrying on the government within that district. Some of these corporations are what we may call urban public corporations, such as cities and villages, and others are rural public corporations, such as towns and counties. We shall see that for the purposes of the lawyer these two classes of urban and rural public corporations require for many reasons separate treatment. Very often the phrase "municipal corporations" is used to cover both classes, but more often it is applied only to the urban public corporations, the rural public corporations being then distinguished as quasi-municipal corporations. While it is the purpose of this article to deal with both classes, we shall in the future use the term "municipal corporation" in the narrower of the two senses above described, i. e., as including only urban public corporations, designating the rural corporations as quasi-municipal corporations. This latter term is not as happily chosen as one would wish, for it fails to bring out the actual legal situation as it exists today. It originates from the fact that the rural communities in England and in this country were originally, and to some extent today are, not endowed with legal personality, i. e., are not corporations, but only convenient administrative divisions for the administration of the central government. As time has gone on, they have in many instances been endowed to a limited extent with a legal personality, and

so have become "quasi-corporations," or, as the phrase usually is, quasi-municipal corporations. On the other hand the urban communities, so soon as they were organized as communities for aiding in the work of government, were granted by the crown of England charters which endowed them with a distinct legal personality.

§ 5. Early municipal corporations in England: Purposes. The reason for this difference in the development of the two classes cannot be given in detail within the limits of the space at our command. Briefly, the chief reasons may be stated as follows: The urban corporations arose in those portions of the country in which population became more dense than in other parts, so that a need existed for the regulation of problems arising from the very fact that this large aggregation of people lived within the limited area. The result was the granting to the people so situated of a series of governmental privileges, relating to police, judicial, or financial matters, bringing about the foundation of governmental institutions of a peculiar character, differing from those found in the surrounding country. These organizations thus were founded chiefly to satisfy the local needs arising from the existence of the thickly populated community as such, and not for the purpose of aiding in carrying on the general operations of the central government, and so it was convenient to endow this local community with a legal personality of its own. This was all the more desirable because in England it was customary to grant to these "municipal boroughs," as they were called, exemption from the jurisdiction of the usual tax officials of the king, and to allow them to collect the money due the

king in their own way, the corporation agreeing to pay a lump sum to the king in lieu of taxes. In addition, in the early Norman judicial system in England, there was in each county a popular court, presided over by the sheriff, which latter official was an appointee of the king, who stood at the head of the administration of the king's government in the county. The municipal boroughs were in many cases also exempted from the jurisdiction of these local courts, by special charter from the crown, of course on payment of a consideration for the privilege.

§ 6. Same: Incorporation. Inasmuch as the borough was based upon a grant, it was necessary, or at least desirable, to incorporate the community, or some portion thereof, to make it the recipient of the grant, and accordingly that was done. Perhaps the earliest municipal charter granted in England was that given to the borough of Kingston on Hull in 1429, but the movement for incorporation can hardly be said to have begun in earnest until the time of the Tudors (1485). The charters of incorporation did not, as they do today, make all the inhabitants members of the corporation, but only the more important citizens, such as the larger taxpayers, especially those who were members of the guilds which existed in those days. The corporate name accordingly was usually descriptive of this fact, e. g., "The Mayor, Aldermen and Common Council (or Commonalty)." This body, once constituted, perpetuated itself in many cases by co-optation; in others was elected by a very narrow body of freemen (6).

(6) Goodnow, Comparative Administrative Law, I, 196.

§ 7. Same: Powers. The chief object of incorporating the municipal boroughs seems to have been to enable them to hold property and sue and be sued as legal persons, no governmental powers being granted beyond what many of them were already exercising by grant from the crown without being incorporated. Inasmuch as parliamentary representation was one of the rights connected with a municipal borough, the English monarchs granted charters of incorporation with a very free hand, at the same time limiting very narrowly the number of members of each corporation, so that the king would be able to control the municipal elections to Parliament, and thus the Parliament itself. What liberal municipal organizations there were were destroyed in the early part of the reign of the Stuarts by legal proceedings resulting in the forfeiture of the charters in question, after which the king issued new ones restricting the membership in the corporations (7). The result was to produce a form of municipal organization not suited for exercising governmental powers, so that functions which otherwise naturally should have been vested in the municipalities were put in charge of other organizations, especially the parish. At the time America was settled, then, the English municipal corporations had little to do except care for their property, issue local police ordinances, and administer justice in minor matters. This latter power existed because usually the crown appointed the chief city officers as justices of the peace. Other matters affecting the welfare of the city, as well as matters connected with the administra

(7) Goodnow, Comp. Admin. Law, I, 197.