8 BULLETIN 1106, U. S. DEPARTMENT OF AGRICULTURE. 
2 
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” lkewise 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 la- 
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 
att ©. J. 197. 
