2° BULLETIN 1106, U. S. DEPARTMENT OF AGRICULTURE. 
INCORPORATED ASSOCIATIONS OR CORPORATIONS. 
NATURE AND CHARACTERISTICS. 
A point to be made clear at the outset is that an incorporated co- 
operative association, whether formed with or without capital stock, 
is a corporation just as much as an incorporated organization formed 
to manufacture automobiles, farm implements, or steel. It is true 
that incorporated cooperative associations are a particular type of 
corporation, just as incorporated commercial concerns or charitable 
organizations are particular types. As nearly all cooperative asso- 
ciations are incorporated, and as it is highly desirable, as a rule, 
that they should be, the greater part of this bulletin will be devoted 
to a consideration of incorporated associations, and whenever the 
word “ association” is used herein, unless otherwise specified, an in- 
corporated association is meant. 
Under the circumstaances a discussion of some of the character- 
istics of corporations will be in order. These characteristics, it 
will be kept constantly in mind, are the characteristics of incor- 
porated cooperative associations, as well as of other corporations. 
The term “incorporation” is used with reference to corporations 
which do not have capital stock as well as to those which have capital 
stock. It describes the act of creating a corporation. A corpora- 
tion 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 
employed in this country than any other is that given by Chief 
Justice Marshall in the Dartmouth College case, where he defines 
a corporation as “an artificial being, invisible, intangible, and ex- 
isting only m contemplation of the law.” 
The existence of a corporation is separate and apart from the 
stockholders or members who are interested in it.2. Just as Smith 
and Jones are different persons, so a corporation is a legal entity 
distinct from its stockholders or members. 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 exist- 
ence 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 separate from its stockholders. The stock- 
holders do not have title to the property of a corporation. They 
can not transfer the legal title thereto, although all of them join 
in the execution of papers purporting to transfer the property.’ 
1 Dartmouth College v. Woodward, 4 Wheat. 518. 
* Aiello vy, Crampton, 201 Fed. 891. 
®* City of Winfield v. Wichita Natural Gas Co., 267 Fed. 47. 
