Legal phases of cooperative associations 5 
A discussion of some of the characteristics of corporations may be 
desirable at this point. These characteristics, it should be kept 
constantly in mind, belong to incorporated cooperative associations, 
stock and nonstock, 7 as well as to other corporations. The term 
" incorporation " is used with reference to corporations which do not 
have capital stock as well as with reference to those which have 
capital stock. It describes the act of creating a corporation. A 
corporation is an artificial entity created by the law ; it is a creature 
of the law. The definition of a corporation which is probably more 
widely emplo}^ed in this country than any other is that given by 
Chief Justice Marshall in the Dartmouth College case, 8 where he 
defines a corporation as " an artificial being, invisible, intangible, and 
existing only in contemplation of the law." 
"A corporation is an artificial being, separate and distinct from 
its agents, officers, and stockholders." ° Just as Smith and Jones are 
different persons, so a corporation is normally a legal entity distinct 
from its agents, officers, stockholders, or members. 10 Individuality, 
if the term may be employed, is the dominant distinguishing quality 
of a corporation. The stockholders or members of a corporation, as 
well as its officers and directors, may change constantly, but the 
existence of the corporation is not affected thereby. It lives on as 
unaffected by these changes as a man is unaffected by changes of 
clothing. As an engine is separate from the engineer who runs it, 
so a corporation is normally separate from its agents, officers, stock- 
holders, or members. 
The members do not have title to the property of a corporation. 11 
They can not transfer the legal title thereto, although all of them 
join in the execution of papers purporting to transfer the property. 12 
It can be done only through the proper officers or agents of the cor- 
poration. A corporation can act only through its officers or agents, 13 
and these must have been authorized to act by the board of directors 
of the corporation. Normally, if one man acquires all the stock 
of a corporation, the title to the property of the corporation is not in 
him, and he can not sue in his own name for damages to the prop- 
erty, nor can he thus transfer title to it. 14 Nor can he, if not an 
attorney, it has been held, represent the corporation in court. 15 A 
stockholder as such is not an agent of the corporation. 16 
A stockholder or member of a corporation has no control over any 
part of the assets of the corporation prior to its liquidation. A 
stockholder or member of an association, on the other hand, is not 
because of this fact a creditor of the association, and the possession 
of a certificate of membership or of stock, whether common or pre- 
7 Meikle, receiver. North Pac. Fruit Distributors v. Wenatchee North Central Fruit 
Distributors, 129 Wash. 619, 225 P. 819; In re Mt. Sinai Hospital, 250 N. Y, 103, 164 
N. E. 871. 
8 Dartmouth College v. Woodward, 4 Wheat. 518, 4 L. Ed. 514, 635. 
9 Lange v. Burke. 69 Ark. 85, 61 S. W. 165 ; Aiello v. Crampton, 201 F. 891 ; J. J. Mc- 
Caskill Co. v. United States. 216 U. S. 504, 30 S. Ct. 386, 54 L. Ed. 590. 
l0 Rutlodge Co-op. Ass'n, Inc., v. Baughman, Md. , 138 A. 29. 
"Rhode Island Hospital Trust Co. v. Doughton, 270 U. S. 69, 46 S. Ct. 256; Wabash 
Ry. Co. v. Amer. Refrigerator Transit Co., 7 F. (2d) 335. 
12 City of WinnVld v. Wichita Natural Gas Co., 267 F. 47. 
13 Grosfield v. First Nat. Bank, 73 Mont. 219, 236 P. 250. 
14 Button v. Hoffman, 61 Wis. 20, 20 N. W. 667 ; City of Winfield v. Wichita Natural 
Gas Co., 267 F. 47. 
l5 Cary & Co. v. F. E. Satterlee & Co., 166 Minn. 507, 208 N. W. 408. 
16 United States v. Strang et al., 254 U. S. 491. 
