corporation.35 A right may be private in respect that it belongs to the municipality for the exclusive benefit of its own corporators, and yet public in respect that there can be no property in it by individual citizens, and the right itself exists only by public and sovereign grant and as a franchise.36 which it has been invested. It is secured to their members. In cases this power which is given by the of this kind there is certainly many creation of a body politic, and which, of the material features of a contract by its extinguishment, is resumed, between the government and the corand nothing more; the rights of prop- poration; there is manifestly a quid erty vested in its several members, in pro quo. But this contract, if it be all other respects, remain unaffected so, is, and of necessity must be, like by its dissolution. It is remarkable, all others to which a government or that there is no instance of the cre- State is a party, one of imperfect ation of any body politic of this de- obligation as regards the State; and, scription under the provincial gov- as such, subject to be dealt with by ernment; but since the establishment the government of the State as the of the Republic they have increased public good may require, on making and multiplied to a very large and a just compensation for any private still rapidly growing family. The property which may be taken for a examples of this class of corporations public use. No bodies politic of this are the insurance companies; the description were ever created under Free Mason societies; the banks; the the provincial government; but since manufacturing companies; the li- our independence, a great number brary companies, etc. The third of them have been called into exspecies of corporations partake, in istence; such as canal companies; many respects, of the nature of the bridge companies; turnpike road two first classes; and are such as have companies, etc." See Tinsman v. a concern with some of the extensive Belvidere Delaware Rd. Co., 26 N. duties of the State, the trouble and J. L. 148, 171, 69 Am. Dec. 195 (decharge of which are undertaken and fining public corporations as created defrayed by them, in consideration for political purposes, etc.). of a certain emolument allowed and 35 Mount Pleasant v. Beckwith, 100 U. S. 514, 529, 25 L. ed. 699, per Clifford, J. 30 Mayor v. Park Commissioners, 44 Mich. 602, 605, 7 N. W. 180, per Cooley, J., who adds: "Indeed in respect to its waterworks, sewers and public parks, a city would be without power to make them accomplish the purposes for which they are created, held and used, but for special franchises conferred upon them by the State for the purpose. The power to condemn lands, for example, is generally essential, but this is only given upon the ground that the end aimed at is public, though it is public only as concerns the particular city, borough, village, etc., to be benefited." § 56. General Classification of Corporations Continued— Quasi-Public Corporations-Quasi-Municipal Corporations. -Another division is what has been termed quasi-public corporations, which is a term generally used to designate a subdivision of public corporations, as in the case of certain political divisions or subordinate agencies, such as counties, towns or townships, school districts, etc. These latter are, 37 United States: School District per Rothrock, J. (school district is v. Insurance Co., 103 U. S. 707, 708, municipal corporation; may issue 26 L. ed., per Miller, J. (school dis- bonds; municipal corporation detrict); Madden v. Lancaster County, fined); Winspear v. District Town65 Fed. 188, 191, 27 U. S. App. ship of Holman, 37 Iowa, 542-544, 528 (counties). Compare Lincoln, per Day, J. (school district held a County of, v. Luning, 133 U. S. 529, political or municipal corporation as 33 L. ed. 766, 10 Sup. Ct. 363; Tippe- to incurring indebtedness). canoe County, Board of Commrs. of, v. Lucas, 93 U. S. 108, 23 L. ed. 882. Alabama: Chambers County v. Lee County, 55 Ala. 534 (counties are public or quasi-corporations). Arkansas: Compare Eagle V. Beard, 33 Ark. 497, 501 (counties are of a purely political character). California: See County of San Bernadino v. Southern Pac. Rd. Co., 137 Cal. 659, 662, 70 Pac. 782, Cal. Polit. Code, § 1575 (school district is public corporation which may sue and be sued in own name). Illinois: Bush v. Shipman, 4 Scam. (5 Ill.) 186 (incorporated township for common school purposes). Examine Board of Education v. Greenebaum & Sons, 39 Ill. 609, 618; Trustees of Schools v. Tatman, 13 Ill. 27, 30 (school trustees). Indiana: See School Town of Montecello v. Kendall, 72 Ind. 91, 37 Am. Rep. 139 (school, town or township is purely public corporation). Iowa: Soper v. Henry County, 26 Iowa, 264. Compare Curry v. District Township of Sioux City, 62 Iowa, 102, 104, 105, 17 N. W. 191, Kentucky: Lawrence County v. Chatteroi Rd. Co., 81 Ky. 225. Massachusetts: Inhabitants of Fourth School Dist. in Rumford v. Wood, 13 Mass. 193 (towns; inhabitants of school districts); Riddle v. Proprietors of Locks & Canals, 7 Mass. 169, 186, 187, 5 Am. Dec. 35. Minnesota: See Dowlan v. Sibley, County of, 36 Minn. 430, 432, 31 N. W. 517 (term "municipal corporations" includes such quasi-corporations as counties and towns). Mississippi: Brabham v. Hinds County, Board of Supervisors of, 54 Miss. 363, 364, 28 Am. Rep. 352. Missouri: Clark v. Adair County, 79 Mo. 536, 537; Ray County v. Bentley, 49 Mo. 236. Nebraska: See Woods v. Colfax County, 10 Neb. 552, 554, 555, 7 N. W. 269. New Hampshire: Wells v. Burbank, 17 N. H. 393 (township). North Carolina: White v. Chowan, Commrs. of, 90 N. C. 437, 438, 47 Am. Rep. 534. Ohio: Carder v. Fayette County, Board of Commrs. of, 16 Ohio St. 353, 367; Hopple v. Brown Town 38 however, sometimes called quasi-municipal corporations, as distinct from municipal corporations proper, such as cities and incorporated villages, and this distinction has been deemed important in a case in Minnesota which holds that no private action lies for the negligence of public governmental officers. ship, 13 Ohio St. 311, 324 (town- conflict with each other, leave the ships are often denominated quasi- subject in some confusion. The corporations). ground for the distinction is not to Pennsylvania: See Chester, be found in the mere fact that one is County of, v. Brower, 117 Pa. 647, created by special charter, while the 655, 12 Atl. 577, 2 Am. St. Rep. 713 other is not, for both alike are (not strictly municipal corporation; is subdivisions of the State, created public as distinguished from private; for public, although local, governsometimes called a quasi-municipal mental purposes. Nor is it to be corporation); Turnpike Co. v. Wal- found in the fact that one is given lace, 8 Watts (Pa.), 316, 317, per Rogers, J. (the words "other corporate bodies," in a statute as to corporations exempted from execution, etc., means boroughs, cities, etc.). Texas: Heigel v. Wichita County, 84 Tex. 392, 31 Am. St. Rep. 63, 19 S. W. 562. Washington: State ex rel. Summerfield v. Tyler, 14 Wash. 495, 499, 45 Pac. 31. Wisconsin: Norton v. Peck, 3 Wis. 714 (township). See Burhap v. City of Milwaukee, 21 Wis. 257, 260, per Downer, J. (counties, cities, villages, towns, etc., are public; private corporations distinguished). See 61, herein. Counties, towns, school districts, etc., as involuntary quasi-corporations, see Dillon's Munic. Corp. (4th. ed.) §§ 22–25. 38 Snider v. City of St. Paul, 51 Minn. 466, 471, 472, 18 L. R. A. 151, 53 N. W. 763. In this case the court, per Mitchell, J., said: "But respecting the principle upon which to rest this distinction, as to the nature of the duties to which it extends, the courts seem to be much perplexed, and their decisions, often in greater powers than the other, unless the power is, not for governmental purposes, but to engage in some enterprise of a quasi-private nature, from which the municipality will derive a pecuniary benefit in its corporate or proprietary capacity; as, for example, power to build gasworks or waterworks, to furnish gas or water to be sold to consumers, or to build a toll bridge, from each of which the city would derive a revenue. In this class of cases it is generally held that corporations are liable for wrongful or negligent acts, because done in what is termed their 'private' or 'corporate' character, and not in their public capacity as governing agencies, in the discharge of duties imposed for the public or general benefit. But it is also generally held that they are not liable for negligence in the performance of a public, governmental duty imposed upon them for public benefit, and from which the municipality in its corporate or proprietary capacity derives no pecuniary benefit. The liabilities of cities for negligence in not keeping streets in repair would seem to be an exception to this gen The term "quasi-public corporation" has, however, also been used to denominate a certain class of private corporations of a quasi-public character in that they have conferred upon them certain governmental powers to enable them to carry out some enterprise of a public nature involving public interests, although the public may have no other concern therein than that it is or may be indirectly benefited.30 The term has, however, been declared to be a misnomer where applied to private corporations such as a railroad.40 § 57. Other Divisions or Kinds of Corporations.-Corporations have been also divided into aggregate and sole, ecclesiastical and lay, eleemosynary and civil.41 Corporations are also domestic or foreign.42 eral rule See also upon the points in above quotation as to liability for negligence and distinctions, the following cases: United States: Madden v. Lancaster County, 65 Fed. 188, 27 U. S. App. 528. Illinois: Tollefson v. Ottawa, 228 Ill. 134, 81 N. E. 823, 11 L. R. A. (N. S). 990 (not liable for negligence of servants in conducting hospital). Indiana: Aiken v. Columbus, 167 Ind. 139, 78 N. E. 657, 12 L. R. A. (N. S.) 416 (liable; case of maintaining electric light plant for lighting streets). Michigan: Alberts v. City of Muskegan, 146 Mich. 210, 109 N. W. 262, 117 Am. St. Rep. 633 (when not liable for negligence of officers in using steam-roller on streets). New York: Winters v. City of Duluth, 82 Minn. 127, 135, 84 N. W. 788; O'Donnell v. City of Syracuse, 184 N. Y. 1, 76 N. E. 738, 112 Am. St. Rep. 558 (not liable in exercise of discretionary powers of public or legislative character, but otherwise for nonperformance of corporate duties not discretionary relating to its special interests). North Carolina: Fisher v. New Bern, 140 N. C. 506, 53 S. E. 342, 111 Am. St. Rep. 857 (not liable for breach of duty while acting as agency of State, but liable for negligence in operating electric light plant). See also note 30 Am. St. Rep. 376; Dillon's Munic. Corp. (4th. ed.) §§ 954, 980-984, 987; Thompson's Comm. on Law of Neg. §§ 5785 et seq. 39 See Miners Ditch Co. v. Zellenbach, 37 Cal. 543, 577, per Sawyer, C. J. See Chap. VI. 40 Pierce v. Commonwealth, 104 Pa. 150, 155, 13 Am. & Eng. Rd. Cas. 74, 79. Compare Chap. VI. 41 See Penobscot Boom Corp. v. Lamson, 4 Shep. (16 Me. 224) 33 Am. "See Chap. VI, herein, as to other particular kinds of corporations. § 58. Classification as Affected by Constitutions and Statutes. Another consideration of importance in this connection is that of the various constitutions and statutes, especially those which define and classify corporations either expressly or impliedly.43 Although corporations are divided generally into those created by the State for purposes of government and management of public, affairs, which are public or quasi-public corporations, and those formed by voluntary agreement for private advantage, which are technically private corporations; 44 still, in statutes relating to the creation of corporations and to the grant of the ordinary franchises to them, the term "corporation" may properly be limited by construction to private corporations, and in any remedial statute the term "corporations" includes all classes of cor Dec. 656; Day v. Stetson, 8 Greenl. (8 Me.) 365; Jansen v. Ostrander, 1 Cow. (N. Y.) 670; Thomas v. Dakin, 22 Wend. (N. Y.) 9; Angell & Ames on Corp. (9th ed.) §§ 26-30, 36-40; Anderson's Dict. of Law, title "Corporation." Eleemosynary corporations are such as are constituted for the perpetual distribution of the free alms 43 See §§ 52-54, herein. The New York General Corporation Law (Laws 1890, ch. 563, § 2, 1 Cumming & Gilbert's Gen'l Laws & Gen'l Stat. N. Y., 812, 813) provides: "Classification of Corporations.-A corporation shall be either, (1) a municipal corporation; (2) a stock corporation; (3) a non-stock corporation, or (4) a mixed corporation. A stock, corporation shall be either, (1) a moneyed corporation; (2) a transportation corporation, or (3) a business corporation. A non-stock corporation shall be either, (1) a religious corporation, or (2) a membership corporation. A mixed corporation shall be either, (1) a ceme and bounty of the founder in such manner as he has directed, and in this case are ranked hospitals for the relief of the poor and impotent persons and colleges for the promotion of learning and piety and the support of persons engaged in literary pursuits. Dartmouth College v. Woodward, 4 Wheat. (17 U. S.) 518, 668, 672-676, 4 L. ed. 629. tery corporation, (2) a library corporation, (3) a co-operative corporation, (4) a board of trade corporation, or (5) an agricultural and horticultural corporation. A transportation corporation shall be either, (1) a railroad corporation, or (2) A transportation corporation other than a railroad corporation. A membership corporation shall include benevolent orders and fire and soldiers' monument corporations. A reference in a general law to a class of corporations described in accordance with this classification shall include all corporations theretofore formed belonging to such class." **See §§ 55, 56, 61, 62, herein. |