its own line. Lessees must conform to the charter requirements of the company whose road they occupy or use.2 So also when the power to take a lease of a railroad, built under the general railroad law, is derived solely from this law, the rights and liabilities under the lease are governed by it and not by the charter of the company which becomes lessee.' 1 Rodgers v. Wheeler, 43 N. Y. 598; Pearson v. Wheeler, 55 N. H. 41; Taylor on Corporations, § 417. Cf. Stratton v. European &c. Ry. 74 Me. 422; Beeson v. Lang, 85 Pa. St. 197. 2 City of Chicago v. Evans, 24 Ill. 52. 3 McMillan v. Michigan &c. R. Co., 16 Mich. 79. CHAPTER XIX. GENERAL CORPORATE POWERS. § 372. Introductory. 373. The corporate name. 374. The same subject continued. 377. Power to hold land. 378. Illegal corporate holdings. 379. Power of voluntary associations to hold land. § 380. How religious societies may 381. Power to borrow money. 383. Notice of corporate powers. § 372. Introductory.- Five powers were enumerated in the old books as necessarily and inseparably belonging to a corporation: (1) To have perpetual succession; and hence, all aggregate corporations have a power, necessarily implied, of admitting members in the room of such as are removed by death or otherwise. (2) To sue and be sued, implead and be impleaded, grant and receive by its corporate name, and do all other acts as natural persons may. (3) To purchase lands and hold them for the benefit of themselves and their successors. (4) To have a common seal; and, (5) To make by-laws, which are considered as private statutes for the government of the corporate body. The General Corporation Act of New York of 1890, which is a codification of the statutes, also enumerates five general powers. This act further provides that in addition 2 1 Angell and Ames on Corporations, § 110, citing Kyd on Corporations, 69. 2 Every corporation as such has power, though not specified in the law under which it is incorporated: (1) To have succession for the period specified in its certificate of incorporation or by law; and perpetually when no period is so specified. (2) To have a common seal and alter the same at pleasure. (3) To acquire by grant, gift, devise or bequest, and to dispose of such property as the purposes of the corporation shall require, not exceeding the amount limited by law. (4) To appoint such subordinate officers and agents, as its business shall require, and to allow them a suitable compensation; and (5) To make by-laws, not inconsistent with any existing law, for the management of its property, the regulation of its affairs, and the transfer of its stock. But no by-law regulating the election of directors to the powers therein enumerated, and those expressly given in the law under which it is or shall be incorporated, no corporation shall possess or exercise any corporate powers, except such as shall be necessary to the exercise of the powers so enumerated and given. This is but a legislative expression of a general principle of law that the character and purposes of an incorporated institution are to be gathered from its charter or act of incorporation alone, and that corporations have such power only as the act creating them grants, and the powers incidental to those grants; that a corporation is not vested with all the capacities of a natural person or of an ordinary partnership, but with such only as its charter confers; that while natural persons may do with themselves and theirs whatever is not forbidden, artificial persons cannot rightfully do anything that is not expressly or by necessary implication permitted by the law of their being. 4 "The names of corporations name is, as it were, the very § 373. The corporate name. are given of necessity; for the being of the constitution; for though it is the will of the king that enacts them, yet the name is the knot of their combination, without which they could not perform their corporate acts; for it is nobody to plead and be impleaded, to take and give, until it hath gotten a name.” 6 Coke very justly likens or officers shall be valid, unless published for at least two weeks in a newspaper in the county where the election is to be held, and at least thirty days before such election. N. Y. Laws of 1890, ch. 563, § 8. 1 N. Y. Laws of 1890, ch. 563, § 9. The former law in New York included in its statement powers given by charter. 2 N. Y. Rev. Stat. (7th ed.) 1530; Curtis v. Leavitt, 15 N. Y. 9; Halstead v. New York, 3 N. Y. 439. There was a similar statute in New Jersey. Morris &c. R. Co. v. Sussex R. Co., 20 N. J. Eq. 542. 2 Nicholson's Succession, 37 La. Ann. 346. The constitutions of Alabama, Louisiana, Missouri, California and Pennsylvania prohibit cor porations from engaging in any business other than that expressly authorized by their charters or the law under which they are formed. Stimson's Am. Stat. Law, (1886) § 446. 3 Chicago Gas Light Co. v. People's Gas Light Co., (1887) 121 Ill. 530; s. c. 2 Am. St. Rep. 124; Elevator Co. v. Memphis & Charleston R. Co., (1887) 85 Tenn. 703; s. c. 4 Am. St. Rep. 798. 4 Davis v. Old Colony R. Co., (1881) 131 Mass. 258. 5 Pittsburgh &c. Ry. Co. v. Lyon, (1889) 123 Pa. St. 140; s. c. 10 Am. St. Rep. 517. 62 Bac. Abr. (Am. ed.) 440. its name to an individual's proper or baptismal name, and when bestowed by a private founder he compares him to a god-father. Until recently the King in England, in granting his patent, usually designated the name by which the corporation was to be known, or else the recitations in the patent were such as to indicate the corporate name;2 and the same was true of charters granted by parliament. So in this country it is said that the recitation in the act of incorporation may be such as to indicate the name by which the corporation shall be known. A corporation can not by statute take a name iden- ! tical with the name of an existing corporation. The ground upon which the courts first relieved against the assumption of the name of an existing company by another was that it was calculated to attract business intended for the older company to the new by deceiving the public. But a loan and trust company, which has taken the name of the State in which it does business as a part of its corporate name, is not entitled to an injunction restraining a similar use of the name of the State by another loan and trust company doing business at a point a hundred miles distant, the proof not showing a conflict of interest, or that the business transacted by defendants would materially interfere with plaintiff's business. With this exception as to names indicating locality, any name assumed in imitation of another is in violation of the right of the owner thereof.' In dealing with corporations, an unlaw 110 Co. 28; 2 Inst. 666. 2" Names of Corporations," by W. W. Thornton, 23 Cent. L. J. 531; 2 Bac. Abr. 441, citing 1 Salk. 191, p. 3. 3 Glover Corp. 52, 53; Willcox Corp. 59; Grant Corp. 50. 4 Trustees v. Park, (1833) 10 Me. 441; School Com. v. Dean, 2 Stew. & P. 190. The authority granted by Mass. Act of March 19, 1880, (Laws & Resolves, 1880-81, ch. 117, p. 74), to the person named therein, to organize as a corporation under the provisions of Laws & Resolves, 1870, ch. 224, relating to corporations, gave them the right to select a corporate name; and such persons having selected the name of the American Bell Telephone Co., and brought suit in that name, proof of the special act under which they were incorporated, and a certificate of the secretary of the commonwealth in the form required by Laws & Resolves, 1870, ch. 224, § 11, is conclusive evidence of the corporate existence. Dolbear v. American Bell Tel. Co., 8 Sup. Ct. Rep. 778. "Names of Companies," 10 Cent. L. J. 461; Holmes v. Holmes &c. Co., 37 Conn. 278; s. c. 9 Am. Rep. 324. 6 Nebraska &c. Co. v. Nine, (Neb. 1889) 43 N. W. Rep. 348. 7 Brooklyn &c. Co. v. Masury, 25 Barb. 416. And see 10 Cent. L. J. ful imitation of a name is subject to the same rules of law which apply where the parties are unincorporated firms or companies.1 374. The same subject continued.- Where a statute forbade a corporation to take the name of a person or firm without adding the word "company" or "corporation," together with some word designating the business, it was held that "Mallinckrodt Chemical Works" was not objectionable, although "Mallinckrodt" is a family name. A misnomer of the corporation does not invalidate a deed if it can be collected from the face of the deed, aided by extrinsic evidence, what corporation is intended. For example a deed to "The Cen In re 481. In accordance with the general doctrine, the "United States Commercial Agency & Collecting Company," a name sought to be used by petitioner, a corporation engaged in the same business as respondents, the "United States Mercantile Reporting Company," is an infringement of respondent's name. United States &c. Assoc., (1889) 4 N. Y. Supi. 916. An instructive example is afforded by a late case in England. The plaintiff company was formed in 1886 to purchase the business of a firm carrying on business under the name of "Thomas Turton & Sons." The defendant, John Turton, had for many years carried on a similar business, in the same town, under the name of "John Turton & Co." In 1888 he took his two sons into partnership, and adopted the name of "John Turton & Sons." There was no evidence of any attempt on the part of the defendants to deceive the public by imitating the plaintiffs' labels or otherwise. And it was held that the plaintiffs were not entitled to an injunction restraining the defendant from using the name "John Turton & Sons" though some persons would occasionally be misled by the names being similar. Turton v. Turton, (1889) 7 Ry. & Corp. L. J. 64. An injunction to restrain a company from using the name of the Richardson & Morgan Company on account of confusion arising from its similarity to the name of plaintiff, the Richardson & Boynton Company, was refused where the two companies manufactured different goods, and there was no further evidence of confusion than that it occurred in plaintiff's correspondence, (not in the corporate name, but in the address ;) although in one instance credits were wrongly posted; and, according to the testimony of a single salesman of plaintiff, mistakes daily occurred, during busy times, as to plaintiff's locality. Richardson & Boynton Co. v. Richardson & Morgan Co., (1890) 8 N. Y. Sup. 52. 1 Celluloid Manuf. Co. v. Cellonite Manuf. Co., (1887) 32 Fed. Rep. 94. 2 State v. McGrath, 75 Mo. 424. 3 Chapin v. School District, 35 N. H. 445; Northwestern Distilling Co. v. Brandt, 69 Ill. 658; Douglass v. Branch Bank of Mobile, 19 Ala. 659; Eastern R. Co. v. Benedict, 5 Gray, 561, where it was decided that on a written order made for a consideration moving from the Eastern |