No. 174. Book 1, part 1, tit. 1, chap. 4, sec. 2, § 9, 10. § 9.—Of infamous persons. No. 175. 174. Infamy, in a general sense, is the condition of a person who is regarded with contempt and disapprobation by the generality of men, on account of his vices.(a) But, in a legal sense, it is the state of one who has been lawfully convicted of a crime, followed by a judgment,(b) by which he has lost his honor. The crimes which render a person infamous are, 1, treason; (c) 2, felony ;(d) 3, frauds; which come within the notion of the crimen falsi of the Roman law, as perjury and forgery, (e) piracy, (f) swindling and cheating,(g) baratry, (h) and bribing a witness to keep away.(i) The consequences of infamy are the loss of political rights and incapacity to testify as a witness.(k) § 10. Of persons born and not born. 175. Birth is the act of being wholly brought into the world; the fact of having acquired an existence independent of one's mother. A child born differs in many respects from one in ventre sa mère. But unless the child be born alive, it is not a birth, but a miscarriage. The consequence is, that such child neither acquires nor transmits to others any rights. (1) Persons who are born are generally entitled to all the rights which are exercised by others except those which are gained by age, and are the objects of the care of the law. One who is not born, technically called an infant (a) Wolff. § 148. (b) State v. Valentine, 7 Iredell, 225; U. States v. Dickinson, 2 McLean, 325; 1 Ashm. 57. (c) 1 Greenl. Ev. § 373; 5 Mod. 16, 74. (d) Co. Litt. 6. (e) Co. Litt. 6; People v. Whipple, 9 Cowen, 707; 1 Greenl. Ev. § 373. (f) 2 Roll. Ab. 886. (g) Fort. 209. (h) Rex v. Ford, 2 Salk. 690. (i) Fort. 208. (k) 1 Greenl. Ev. § 372, 376. (7) 1 Chit. Gen. Pr. 35, note (z). No. 176. Book 1, part 1, tit. 2, chap. 1. No. 178. in ventre sa mère, is treated as a man, but this is only in the hope of his being born alive. 176. The rights of a child in ventre sa mère are numerous: 1. For all beneficial purposes to himself, such a child is considered as born. (a) But a stranger can acquire no title through him, unless he be afterwards born alive. 2. An estate may be limited to his use. (b) 3. He may have a distributive share of an intestate property.(c) 4. May take a devise of lands.(d) 5. Takes under a marriage settlement a provision made for children living at the death of the father.(e) 6. May be appointed executor, at common law.(ƒ) 7. A guardian may be assigned to him.(g) 8. Others may act on his behalf.(h) TITLE II.-OF ARTIFICIAL PERSONS OR CORPORA TIONS. 177. Having considered the rights and duties of natural persons, the next object of our inquiries will be the law relating to artificial persons or corporations. This will be done by considering, 1, what is a corporation; 2, how it is created; 3, the kinds of corporations; 4, their powers; and 5, how they are dissolved. CHAPTER I.-DEFINITION. 178. A corporation is an intellectual body politic, created by law, composed of one or more persons acting under a common name, endowed with perpetual succession, and with various other powers, by its charter or the law which created it, and which, for certain purposes, is considered as a natural person. (a) Co. Litt. 36. (b) 1 Bl. Com. 130. (c) 1 Ves. 181. (d) Wallis v. Hodson, 2 Atk. 117. (e) Miller v. Turner, 1 Ves. 85. (f) Bac. Ab. Infancy, B. (g) 1 Bl. Com. 130. (h) Beeton v. Darkin, 2 Vern. 170. No. 179. Book 1, part 1, tit. 2, chap. 2. No. 180. It is, as it is well observed by Chief Justice Marshall, "an artificial being, invisible, intangible, and existing only in contemplation of law."(a) CHAPTER II.-OF THE CREATION OF A CORPORATION. 179. Unlike the law of England, which allows the existence of corporations by implication, by prescription, or by the express or implied consent of the king, corporations by our law owe their origin to a legislative act, called a charter; and this is the source of all their power.(b) Being the mere creature of law," says the late learned Chief Justice Marshall, in the case already cited, "it possesses only those properties which the charter of its creation confers upon it, either expressly or as incidental to its very existence. These are such as are supposed best calculated to effect the object for which it was created. Among the most important are immortality, and, if the expression may be allowed, individuality; properties by which a perpetual succession of persons are considered as the same, and may act as a single individual. They enable a corporation to manage its own affairs, and to hold property without the perplexing intricacies, the hazardous and endless necessity of perpetual conveyance, for the purpose of transmitting it from hand to hand. It is chiefly for the purpose of clothing bodies of men, in succession, with these qualities and capacities, that corporations were invented and are in use." 180. Joint stock companies and partnerships are not corporations, unless actually incorporated. In these cases the individual members are parties to every contract, and do not lose their individuality in that of the social body.(c) (a) Dartmouth College v. Woodward, 4 Wheat. 626. (b) Head v. Providence Ins. Co., 2 Cranch, 127; 4 Wheat. 636. No. 181. Book 1, part 1, tit. 2, chap. 3, sec. 1. No. 182. CHAPTER III.-OF THE VARIOUS KINDS OF CORPORATIONS. 181. Corporations have been variously classed, according to the views or skill of different writers. They are not unfrequently divided into public, or such as relate to towns, cities, counties, and parishes, existing for public purposes;(a) and private, or such as concern matters not of a public nature. Private corporations, when considered as to their object, are ecclesiastical, when they relate to the affairs of the church; or lay, when they affect other persons; and the latter are divided into civil, when they have for their object the promotion of something of a temporal nature; and eleemosynary, when they are constituted for the perpetual distribution of free alms, or the bounty of the founder, as he has directed. In this class are included hospitals for the relief of the poor, and colleges for the promotion of learning. (b) When considered as to the number of members, they are sole or aggregate. A sole corporation consists of one person only, or his successors. Few of these are to be found in the United States, though some exist. (c) Aggregate corporations consist of two or more persons. All these may be reduced to four classes, namely: 1, political; 2, public and not political; 3, private; 4, quasi corporations. SECTION 1.-OF POLITICAL CORPORATIONS. 182. Political corporations are those which have principally for their object the administration of the United States, of some state of the Union, or some portion of the same, and to whom the powers of the government, or a part of such powers, have been delegated to that effect. (a) Bonaparte v. The Camden and Amboy Rail Road Company, 1 Bald. 223. (b) Trustees of Dartmouth College v. Woodward, 4 Wheat. 518, 668. (c) Brunswick v. Dunning, 7 Mass. 447; Weston v. Hunt, 2 Mass. 501; Jansen v. Ostrander, 1 Cow. 670. No. 183. Book 1, part 1, tit. 2, chap. 3, sec. 2, 3. No. 184. Nations or states are denominated bodies politic; they have their affairs and interests to deliberate on in common. They thus become moral persons, having an understanding and will peculiar to themselves, and are susceptible of obligations and laws. (a) In this extensive sense, the United States of America may be termed a corporation ; (b) and so may each of the states of the Union singly. To this class belong all municipal corporations, as counties, townships, districts, cities, boroughs and the like. SECTION 2.—of PUBLIC CORPORATIONS, NOT POLITICAL. 183. Corporations of a public nature, which are not political, are those which are composed for the benefit of the government alone, but if individuals have a part in them they are private: for example, if a bank were incorporated for the use of the government, and there were no other stockholder, it would be a public corporation; but if any private individual held a part of the stock, it would be a private corporation.(c) SECTION 3.-OF PRIVATE CORPORATIONS. 184. All corporations, which are neither political nor public, are private corporations. They are divided into civil and religious; and this results, as well from the quality of the persons who usually compose them, as from the difference of their object. Civil corporations are those which relate to temporal police; such as companies for the advancement of commerce, agriculture, literary societies, colleges, hospitals, and the like. Religious corporations are those whose principal object is to establish and regulate congregations of different religious denominations. (a) Vatt. liv. prèl. § 1 & 4. (b) 1 Marsh, Dec. 177; Per Iredell, J. 3 Dall. 447; United States v. Tingey, 5 Pet. 115: United States v. Baker, Paine, R. 156. (c) Bank of the U. States v. Planters' Bank of Georgia, 9 Wheat. 907. |