Page:Joseph Story, Commentaries on the Constitution of the United States (1st ed, 1833, vol III).djvu/567

and independent existence from that of the persons composing it. It is this personal, political, and artificial existence, which gives it the character of a body politic or corporate, in which may be vested peculiar powers and attributes, distinct and different from those belonging to the natural persons composing it.^[1] Thus, the corporation may be perpetual, although the individuals composing it may in succession die. It may have privileges, and immunities, and functions, which do not, and cannot lawfully belong to individuals. It may exercise franchises, and transact business prohibited to its members, as individuals. The capacity to sue and be sued belongs to every corporation; and, indeed, is a function incident to it, independent of any special grant, because necessary to its existence.^[2] It sues and is sued, however, not in the names of its members, but in its own name, as a distinct person. It acts, indeed, by and through its members, or other proper functionaries; but still the acts are its own, and not the private acts of such members or functionaries. The members are not only not parties to its suits in any legal sense, but they may sue it, or be sued by it, in any action, exactly as any stranger may sue it, or be sued by it. A state may sue a bank, in which it is a stockholder, just as any other stockholder may sue the same bank. The United States may sue the bank of the United States, and entitle themselves to a judgment for any debt due to them; and they may satisfy the execution, issuing on such a judgment, out of any property of the bank. Now it is plain, that this could not be done, if the state, or the United States, or any other stockholder

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1. See 1 Black. Comm. ch. 18, p. 467, 471, 475, 477.
2. 1 Black. Comm. 475, 476.