8 BULLETIN 1106, U. S, DEPAETMENT OF AGRICULTURE. 



means a corporation. But in the absence of a statute making it 

 so, the term is not synonymous with corporation. The words " ex- 

 change," " union," and " company " likewise do not have an exact 

 legal meaning, but to many they undoubtedly mean the same as 

 the word corporation, and in a number of the States statutes for the 

 incorporation of cooperative associations provide that they are 

 synonymous with the word corporation. 



CHARTER— WHAT IT IS. 



In the days when corporations were formed through applying 

 to the king, the paper or instrument which was issued by him, if he 

 acted favorably on the application, was called the charter. It was 

 evidence that a corporation had been formed, and it also stated its 

 objects, powers, and limitations. Again, when corporations were 

 created by special acts of the legislature, the act setting forth simi- 

 lar facts was called the charter. At this time, when corporations 

 are created under general statutes, the certificate of incorporation or 

 a similar paper which, as has been previously stated, is issued by 

 the official, of the State to whom application is made to be incor- 

 porated, is generally looked upon as the charter. 



The charter, however, is really much more than the certificate 

 of incorporation. It " consists of the provisions of the existing 

 State constitution, the particular statute under which it is formed, 

 and all other laws which are made applicable to corporations formed 

 thereunder; and of the articles of association or incorporation filed 

 thereunder and the charter or certificate of incorporation granted 

 by the court or officer in compliance with its terms, and its powers, 

 rights, duties, and liabilities are determined accordingly."'" The 

 foregoing definition makes it clear that the rights, powers, and lia- 

 bilities of a corporation can not be determined simply by reference 

 to the articles of association and that the charter is something more 

 than a paper. 



BY-LAWS. 



The making of by-laws is a matter which is usually taken up 

 after the creation of a corporation. The power of a corporation 

 to make by-laws exists at common law. Frequently, however, it is 

 given by the charter or statutes. The statutes of some of the 

 States require that cooperative associations shall adopt by-laws 

 within a certain length of time after their formation. In the absence 

 of a statute requiring it, it is not necessary, although highly de- 

 sirable, for a corporation to adopt by-laws. The power to adopt 

 by-laws resides in the stockholders or members, and they alone 



^ 14 C. J. 117. 



