Page:Black's Law Dictionary (Second Edition).djvu/282

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CORPORATION

to corporations of which the government owned the entire stock, as in the case of a state bank. But bearing in mind that "public" is here equivalent to "poiiticu it will be apparent that this is a misnomer. Again the fact that the business or operations of a corporation may directly and Very extensively affect the general public (as in the case of a railroad company or a bank or an insurance coinp-my) is no reason for calling it a public corporation. If organized by private persons for their own advantage,—or even if organized for the benefit of the public neu- eraily, as in the case of a free public hospital or other charitable inslitntion.rit is none the 0- xi private corporation, if it does not possess governmental powers or funitiu The uses umr in a sense he cniied “puhi' but the corpor-iriun is “priv-ate." as much so as if the franchises were vested in a single person. Dortinoulh College v. Woodward. 4 “’iIeHL ‘.’iIi2 4

. l‘d. 61:); Ten [Dirk v. Canal (‘o., 18 N. 1. Law. 204. 37 Am. ec. 23 . It is to be ob- served. however. that those corporations which serve the public or contrilinte to the emnfort and convenience of the general piii ‘c. tiiuii.'h


owned and managed by priv'Ite irlt(l'(‘fit.'l, are now (and quite appropriatelr) drnoni' sled "public ervice corporations." See infra. An-

other iinction between puhlic and private corporations is that the former are not voluntary associations (as the latter are) and that there is no contractual relation between the government and a piibllc corporation or between the individuals who cnui]'i(ise it. Moi-. Priv. Corp. § 3; G-mrirvin v. id. rt iiartforcl. 70 Conn. 18. 38 Ail. 876.

The terms “public" and "municipal." as applied to corpur-itions, are not eonieitible. All municipal corporations are public, but not iice versa. Stiictly speaking. only cities and towns are "municipal" corporations. though the term is very counuonly so employed as to inclii-le also counties and such governmental agencies as

schooi districts and road districts. Brown v. Board of Education, 108 K . -‘ 57 S. W. 612. But there may also he ‘ uhiic' corporations

which are not “inunieipal' even in this wider sense of the latter term Such, according to some of the authorities, are the “irrigation districts" now known in several of the western states. Irrigation Dist. v. Coliins, 46 Noll. 41], (H N. W. 10515: Irrisation iiist. v. Peterson, 4 Wash. 147, E Pac. 995. Compare Herring V. iri'ig'ation Dist. (0. C.) 95 Fed. 7 3.

Ecclesiastical and lay. In the English law, all corporations private are divided into ecclesiastical and lay, the formei- helng such corporations as are composed exclusive- ly of ecciesiastics organized for spiritual purposes, or for adniinlstsring property held for religious uses, such as hishops and certain other dignitaries of the church and (former- ly) ablieys and monasteries. 1 Bl. Comm. 470. Lay corporations are those composed of laymen, and existing for secular or business purposes. This distinction is not recognized in American law. Corporations formed for the purpose of maintaining or propagating religion or of supporting public religious services, according to the rites of particular de- nominations, and incidentally owning and administering real and personal property for religious uses, are called "religious corporations," as distinguished from business corporations; but they are “iay" C0l'p0l'.'lI:i0l.iS, and not "ecclesiastical" in the sense of the English law. Robertson v. Buiiions, 11 N. I. 243.

274

CORPORATION

Eleemosynai-y and civil. Lay corporations are classified us “eleenins3ii.'iry" Aillli “L-i ," the fornier being such as are -'re.ihd for the dISi2l‘II|llI‘i0l] of iihns or for the iniministration of charities or for pnrma falling under the description of “chnllh-Ha’ In its widest sense, inc-iuding hospitalq of luins, and colleges; the latter being organiz- ed for the facilitating of hnsineu triflintions and the prom or advantage of ihe meinhei-5, 1 Bl. Comm. -171; Dirtinnarli College v. Woodward, 4 Wheat 600, 4 L Ed. G20.

in the kiw of Louisiana, the term "civll’ us applied to corporitions. is used in a dli ferent sense. heliig contrasted with "nigions." Cirii corporations are those ivbic: relate to temporal police; snch are the en» por-irioiis of the cities, the companies for the advancement of commerce and agriculture, literary societies, coilegcs or un.i\ crsilm rounded for the instruction of youth, and the like. Religious corporations are those wince estnlilishnncnt relates only to religion: such are the congregations of the different rdigious persuaslons. Civ. Code La. art, 431.

Aggregate and sole. A corporation sole is one conclsting of one person only, and his successors in some particular station, who are incorporated by law in order to giie dam some legal capacities and advantages, p-.irfiCIlIT|1'I_V that of perpetuity, which in their natural persons they could not haie had. in this sense, the sovereign in England is a lie corporation, so is a bishop. so are some deans distinct from their several chapters, and so is erei y parson and vicar. 3 Stcph. Count 108. 169; 2 Kent, Comm. 273. W-irner L Beers, 23 Wend. (N. Y.) 172: (‘odd v. Rath- boiie. 19 N. Y. 39: First Parish v. Diiilliili‘; 7 Mass. 447. A corporation aggiegate is one composed of a number of individuals v(-. with corpoi ate powers; and a “corporation." as the 'W0l‘d is used in general popular and legal speech, and as defined at the head or this title, means a "corporation aggregate."

Domestic and foreign. With rcfcrciire to the laws and the courts of any given state. a "domestic" corporation is one created by. or organized under, the laws of that state; a "foreign" corporation is one created by or under the laws of another state, goverunieni. or country. In re Grand Lodge, 110 Pa. 613. 1 Ati. 582; Boley v. Trust Co., 12 Ohio St. 143; Bowen v. Bank, 34 How. Prac. (N. Y.) 411.

close and open. A “close” corporation is one in which the directors and otfiz-are have the power to fill vacancies in their own number, without allowing to t_he general body of stockholders any choice or vote in their election. An “open" corporation is one in which all the members or corporators have a rota in the election of the directors and other officers. Mciiini v. Odom, 3 Binnd

(M11) 416.