223 
CORPORATIO N. 
as are eredled for a variety cf temporal purpofes. The 
king, for inftance, is made a corporation to prevent the 
poftibility of an interregnum, or vacancy of the throne, 
and to preferve the pofleftions of the crown entire; for 
immediately upon the demife of one king, his fucceffor 
is in full poffeffion of the regal rights and dignity. Other 
lay corporations are ereiffed for the good government of 
a town or particular diftridt, as a mayor and common¬ 
alty, bailiff and b urge lies; fome for the advancement and 
regulation of manufactures and commerce ; as the trading 
companies of London, and other towns: and fome for the 
better carrying on of diversTpecial purpofes; as church¬ 
wardens, for confervation of the goods of the parifh ; the 
college of phyficians and company of furgeons in London, 
for the improvement of the medical fcience ; .the royal 
fociety, for the advancement of natural knowledge ; and 
the fociety of antiquaries, for promoting the ftudy of an¬ 
tiquities. And among thefe general corporate bodies, the 
univerfities of Oxford and Cambridge mult be ranked. 
3 Burr. 1656. 
The eleemofynary fort are, fuch as are conftituted for 
the perpetual diftribution of the free alms, or bounty, of 
the founder of them to fuch perfons as he has directed. 
Of this kind are all hofpitals for the maintenance of the 
poor, fick, and impotent: and all colleges, both in our 
univerfities, and out of them. • Such as at Weftminfter, 
Eaton, Winchefter, See. which colleges are founded for 
two purpofes: 1. For the promotion of piety and learn¬ 
ing, by proper regulations and ordinances. 2. For im¬ 
parting ailiftance to the members of thofe bodies, in or¬ 
der to enable them to profecute their devotion and ftudies 
with greater eafe and afliduity. And all thefe eleemofy- 
nary corporations are, ftrictly fpeaking, lay, and not ec¬ 
clefiaftical, even though compofed of ecclefiaftical per- 
i'ons, and although they in fome things partake of the 
nature, privileges, and reftridtions, of ecclefiaftical bodies. 
1 Ld. Raym. 6. T-hey are, in fail, lay corporations, be- 
caufe they are not fubjedt to the jurifdidtion of the ec- 
cleftaftical courts, or to the vifitations of the ordinary or 
diocefan in their 1 'piritual characters. 1 Comm. 471. 
Bodies politic or incorporate may commence and be 
eftabliflied three different ways, viz. by prefeription, by 
letters patent, or by add of parliament ; but molt com¬ 
monly begin by patent or charter. In making aggregate 
corporations, there mult be, 1-. .Lawful authority. 2. 
Proper perfons to be incorporated. 3. A name, of incor¬ 
poration. 4. A place, without which no corporation can 
fee made. 5. Words fufficient in law to make a corpora¬ 
tion. 3 Rep. 73. The words incorpora, funda, Sc c. are not 
■of neceffty to be ufed in making corporations; but other 
words equivalent are fufficient:’ and of ancient time, the 
inhabitants of a town were incorporated, when the king 
granted to them to have guildam mercatoriam. 2 Danv. 
Abr. 214. He that gave the firft poffefiions to the corpo¬ 
ration, is the founder. The parifhioners or townfmen of 
a pari 111 or town, and tenants of a manor, are to fome 
purpofes a corporation. Co. Lit. 95. If,the king grants 
lands to the inhabitants of B. their heirs and fucceffors, 
rendering a rent, for any thing touching thefe lands, this 
is a corporation, though 1 not to other purpofes : but if 
the king grants lands to the inhabitants of B. and they 
be not incorporated before, if no rent be referved to the 
king, the grant is, void. 2 Danv. 214. If the king grants 
to the men of Jilington td be difeharged of toll, this is a 
good corporation to this intent; but not to purchafe. 
And by I'pecial words the king may make a limited cor¬ 
poration, or a corporation for a fpecial purpofe. 
London is a corporation by prefeription : but though a 
corporation may be by prefeription,- it fliall be intended 
that it did originally derive its authority by grant from 
the king; for the king is the head of the commonwealth, 
and all the commonwealth, in refpedt of him, is but one 
corporation; and all other corporations are but limbs of 
the greater body. 1 Lil. Abr. 330. A mayor and com¬ 
monalty or corporation^ cannot make another corporation 
or commonalty. .1 Sid. 290. The city of London cannot 
make a corporation, becaufe that can only be created by 
the crown ; but London, or any other corporation, may 
make a fraternity. 1 Salk. 193. The parliament, by its 
abfolute and tranfeendent authority, may perform this, 
or any other adt whatfoever: arid adhially did perform 
it to a great extent, by 39 Eliz. c. 3. which incorporated 
all hofpitals and houfes of correction founded by chari¬ 
table perfons, without farther trouble; and the fame has 
been done in other cafes of charitable foundations. But 
otherwife it has not been ufual thus to trench upon the 
prerogative of the crown ; and the king may prevent if 
when he pleafes, by withholding his allent, or fign ma¬ 
nual. And, in the particular inftance juft mentioned, it 
was done, as fir Edward Coke obfervbs, 2 lnji. 722, to 
avoid the charges of incorporation and licences of mort¬ 
main in fmall benefactions ; which in his days were lb 
great, that they difeouraged many men from undertaking 
thefe pious and charitable works. 
The king may grant to'a fubjedt the power of erecting 
corporations; ( Bro.Abr. tit. Prcrog. 53. Viner Prerog. S$.. 
pi. 16. though the contrary was formerly held. Year Boob, 
2 Hen. VII. 13.) that is,, he may permit the fubject to 
name the perfons and powers of the. corporation ‘at his 
pleafure ; but it is really the king that eredts, and the 
fubjedt is but the inftrument: for, though none but tiie 
king can make a corporation, yet quifacit per album, facit 
perJe. 10 Rep. 33. In this manner the chancellor of the 
univerfity of Oxford, has power by charter to eredt cor¬ 
porations ; and has adlually often exerted it, in the erec¬ 
tion of feveral matriculated companies, now fubiifting, 
of tradefmen fubfervient to the ftudents. When a cor¬ 
poration is eredted, a name mud be given to it; and by 
that name alone it muff lue and be filed, and do all legal 
acts ; though a very minute variation therein is not ma¬ 
terial. 10 Rep. 122. , Such, narab is the very being of its 
conftitution ; and, though it is the will of the king that 
eredts the corporation, yet the name is the knot of its 
combination, without which it could not perform its cor¬ 
porate fundtions. The name of incorporation, fays fir 
Edward Coke, is as a proper name, or name of baptifm 
and therefore when a private founder gives his college or 
hofpital a name, he does it only as a godfather ; and by 
that fame name the king baptifes the corporation, jo 
Rep. 2S. And it may change its name, as corporations 
frequently do in new charters, and will fjiil retain its for¬ 
mer rights and privileges. 4 Co. 87. No perfons fliall 
bear office in any corporation, but fuch as have received 
the facrament of the church,’and taken the oaths. 13 
Car. II. ft. 2. c. 1. 
When a corporation is duly created, all incidents, as, 
to purchafe and grant, fue and be fued, &c. are tacitly 
annexed to it; and although no power to make laws, 
ftatutes, or ordinances, is given by a fpecial claufe to a 
corporation, it is included by law in the very add of in¬ 
corporating. Co. Lit. 264. A new charter doth not merge 
or extinguifh any of the ancient privileges of the old 
charter. And if an ancient corporation is incorporated 
by a new name, yet their new body (hall, enjoy all the pri¬ 
vileges that the old corporation had. Raym. 439. There 
are ufually granted in charters to corporations, divers 
franchifes; as felons’ goods, waifs, eftrays, treafiire- 
trove, deodands, courts, and cognifance of pleas, fairs, 
markets, aflize of bread and beer, &e. Actions ariftng - 
in corporations may be tried in the corporation courts ; 
but if they try adtions which arife ndt within their jurif- 
didtions, and encroach upon the common law, they lhalL 
be punilhed. Lutzv. 1571. 
There may be a corporation without a head ; but where 
there is a head, all adts ought to be by and to the head; 
nor can they fue without fuch head ; and if lie dies', no¬ 
thing can be done in the vacancy. Co. Lit. 264 If land 
be given to a mayor and commonalty for their lives,, they 
have an elhite by intendment not determinable; fo.it is, 
if a feoffment be made of land to a dean and chapter, ■ 
v/.itliouS 
