NOTE.-"A corporation is a body created by law, composed of individuals united under a common name, the members of which succeed each other, so that the body continues the same notwithstanding the change of individuals who compose it, and is for certain purposes. considered as a natural person."-Angell & Ames on Corporations, Sec. 1. Citing Browne's Civil Law, p. 99; Civil Code of Louisiana, Tit. 10, Ch. 1, Art. 418; 2 Kent Com., p. 215. "A corporation," says Chief Justice Marshall, in Dartmouth College vs. Woodward, 4 Wheat., p. 636, "is an artificial being, invisi-, ble, intangible, and existing only in contemplation of law. Being the mere creature of the law, it possesses only those properties which the charter of its creation confers upon it, either expressly, or as incidental to its very existence. These are such as are supposed best calculated to effect the object for which it was created. Among the most important are immortality, and, if the expression may be allowed, individuality; properties by which a perpetual succession of many persons are con→ sidered as the same, and may act as a single individual. They enable a corporation to manage its own affairs, and to hold property without the perplexing intricacies, the hazardous and endless necessity of perpetual conveyances, for the purpose of transmitting it from hand. to hand. It is chiefly for the purpose of clothing bodies of men, in succession, with these qualities and capacities that corporations were invented and are in use." In the Providence Bank vs. Billings, 4 Pet., p. 562, the learned Chief Justice says: "The great object of an incorporation is to bestow the character and properties of individuality on a collective and changing body of men." Bouvier defines a corporation as: "A body consisting of one or more natural persons, established by law, usually for some specific purpose, and continued by a succession of its members."-Bouv. L. D., Title "Corporation." At the expiration of the time prescribed by law for the existence of a corporation it is dissolved; and it is said that upon a dissolution in this mode, "all the consequences of dissolution in any other mode, such as forfeiture of property, extinguishment of debts, abatement of suits, etc., ensue, unless, as is usual, they are provided against."-Angell & Ames on Corporations, Sec. 778a; Bank of Mississippi vs. Wren, 3 Smedes & M., p. 791; Commercial Bank vs. Lockwood, 2 Harring (Del.), p. 8. 284. Corporations are either public or private. Public corporations are formed or organized for the What are public and private corpora tions. Corporations, how formed. government of a portion of the State; private corporations are formed for the purpose of religion, benevolence, education, art, literature, or profit. NOTE.-Generally speaking, public corporations are counties, cities, and towns, existing for public purposes; private corporations are for banks, insurance, roads, canals, etc., where the stock is owned by individuals, but their use may be public.-Bonaparte vs. Camden R. R. Co., 1 Bald. C. C., p. 223. "Public corporations are the auxiliaries of the Government in the important business of municipal rule. Private corporations are indisputably the creatures of public policy, and in the popular meaning of the term may be called public; but yet, if the whole interest does not belong to the Government (as if the corporation is created for the administration of civil or municipal power), the corporation is private."-Angell & Ames on Corporations, Sec. 31. A bank created by the Government for its own use, but the stock of which is owned in whole or in part by private persons, is a private corporation.Miners' Bank vs. United States, 1 Green, Iowa, p. 553. A tumpike company, in which the State holds stock, is a private corporation.-Turnpike Co. vs. Wallace, 8 Watts, p. 316. In the Bank of the United States vs. Planters' Bank of Georgia, 9 Wheat., p. 907, the State was interested as one of the corporators, yet it was held a private corporation; and in the State Bank of South Carolina vs. Gibbs, 3 McCord, p. 377, it was held that the bank was a private corporation, although the State owned the whole interest. After an elaborate review of the authorities upon this subject, the learned authors of Angell & Ames on Corporations state the general rule to be "that when the sovereign becomes a member of a joint stock corporation, the right of sovereignty, with respect to the transactions of the company, is divested, and the character is assumed of a private citizen. But where a corporation is composed exclusively of officers of the Government having no personal interest in it, or with its concerns, and only acting as the organs of the State in effecting a great public work, it is a public corporation."-A. & A. on C., Sec. 32; Sayre vs. Northwestern T. Co., 10 Leigh, p. 454; Cal. Constitution, Art. IV, Sec. 31. 285. Private corporations may be formed by the voluntary association of any five or more persons, for the purposes and in the manner prescribed in this Article. A majority of such persons shall be citizens of this State. Married women may become corporators, officers, and members of religious, benevolent, art, literary, or educational corporations. NOTE.-See Stats. 1858, p. 264, Sec. 2; 1858, p. 57; 1850, p. 347; 1851, p. 523; 1861, p. 607; 1861, p. 567; 1853, p. 87; 1853, p. 169; 1857, p. 75; 1859, p. 281; 1862, p. 199; 1866, p. 743; 1866, p. 752; 1863, p. 624. purpose private corporations are formed. 286. The purposes for which private corporations For what may be formed are the following, and none other: 1. Fire, marine, life, health, accident insurance; 2. The insurance of the lives of domestic animals; 3. Construction, conduct, and maintenance of railroads, and telegraph lines in connection therewith; 4. Construction, conduct, and maintenance of street railroads, plank roads, turnpikes, common wagon roads; 5. Construction, conduct, and maintenance of bridges, ferries, wharves, chutes, piers; 6. The establishment, conduct, and maintenance of express or stage lines; 7. Constructing, conducting, and maintaining telegraph lines; 8. Constructing and maintaining canals for navigation, and canals and ditches for drainage, agricultural, or mining purposes; 9. For navigating the ocean, or any of the waters of this State, with vessels propelled by sails, or in whole or in part by steam; 10. The purchase of lands for, and the distribution of homesteads; 11. The accumulation of funds for the purchase of real property, and for the erection of buildings and improvements thereon, for the benefit of the members thereof; 12. Accumulating savings, and loaning the funds of the members thereof; 13. Manufacturing, mining, mercantile, mechanical, Same. wharfing, docking, or chemical purposes, or for engaging in any other species of trade, business, or com merce; 14. The transacting of a printing and publishing business: 15. To supply water to the public; 16. The manufacture and supply of gas, or the supply of light or heat to the public by any other means; 17. The establishment, conduct, and maintenance of hotels, laundries, or theaters; 18. For the formation, conduct, and maintenance of District and County Agricultural Fairs; 19. The encouragement of, or business of, agricul ture, horticulture, or stock raising; 20. The improvement of the breed of domestic animals; 21. The support, conduct, and maintenance of colleges of learning, or for any literary or scientific object, or for the promotion of any of the sciences or fine arts; 22. Acquiring, preserving, and conducting public libraries; 23. The organization and conduct of Chambers of Commerce, Boards of Trade, and Mechanic Institutes; 24. The support, conduct, and maintenance of homes and schools for orphans and foundlings, or either of them, or any person otherwise destitute; 25. For the purposes of religion, sociability, charity, or learning; 26. The purchase of lands for and the maintenance of cemeteries; 27. For banks of discount and deposit. NOTE. These subdivisions embrace every purpose for which corporations were authorized by the following Stats: 1866, pp. 743, 752, 469; 1861, p. 607; 1853, pp. 114, 160, 574; 1862, pp. 540, 199, 41; 1850, p. 347; 1868, pp. 539, 459, 204; 1870, pp. 130, 132, 364, 523, 660, 815, 402, 702, 419, 822; 1857, p. 121; 1864, p. 76; 1852, p. 171; 1859, pp. 104, 281; 1857, p. 75. rations continue existence. under 287. Any existing corporation formed under any How corpolaw of this State, for any purpose designated in any may subdivision of the preceding section, may, at a meet-existe ing of its members or stockholders, called for that this Code. purpose, continue its existence, under Title I of this Part, or under the provisions of any subsequent Title particularly applicable thereto, as follows: 1. Public notice of such meeting, and of its object, must be given by publishing the same in a daily newspaper for two weeks, or a weekly newspaper for four weeks, successively, published in the county where the principal place of business of the corporation is. In lieu of the publication, personal notice may be given to each member or stockholder thereof; 2. Two thirds of the members, if there is no capital stock, and if there is a capital stock, then stockholders representing two thirds of it, must vote in favor of such continuance; 3. A copy of the proceedings of this meeting, giving the names of all persons present, the votes taken, the notice calling the meeting, and the proof of its publication or service, all duly certified by the President and Secretary of the corporation, must be filed in the offices of the Secretary of State and Clerk of the county where the articles of incorporation are on file. Thereafter such corporation is possessed of all the rights and powers, and subject to all the obligations, restrictions, and limitations provided in this Part applicable thereto, and its corporate existence is continued. 288. No corporation formed or existing before twelve o'clock, noon, of the day upon which this Code takes effect, is affected by the provisions of Part IV of Division First of this Code, unless such corporation elects to continue its existence under it as provided in Section 287; but the laws under which such corporations were formed and exist are applicable to all such Existing corpora tions not affected. |