forms one of the integral parts of the corporation; fuch is the mayor in a corporation of mayor, aldermen, and commonalty; the chancellor in the general corporations of the universities; the dean in the corporation of dean and chapter; the master in a corporation of mafter and fellows, or master, fellows, and scholars, in the colleges of the univerfities, or in a corporation of mafter, wardens, and affiftants of any of the companies in London, or other cities.

BUT there may be a corporation aggregate of many perfons capable, without a head, as a chapter without a dean, or a commonalty without a mayor; thus the collegiate church of Southwell, in Nottinghamshire, confifts of prebendaries only, without a dean; and the governors of Sutton's Hospital, commonly called the Charter-house, have no prefident or fuperior, but are all of equal authority; and at first the greater number of corporations were without a head (a)..

(a) Vid. 1 Bl. Com. 478, 10 Co. 30 b. the cafe of Sutton's Hofpital,

A

TREATISE

ON THE

LAW OF CORPORATIONS.

CHAP. I.

HOW A CORPORATION IS CREATED.

WITH refpect to the authority, by which corporations

are established, they are generally divided into four kinds. 1. Corporations by common law. 2. By authority of parliament. 3. By the King's charter; and 4. By prescription (a).

their

CORPORATIONS by common law, are those to which feveral corporate capacities have been annexed, in virtue of political character, by the universal affent of the community, from the most remote period to which their exist. ence can be traced: Of this defcription are the King, all bishops, parsons, vicars, deans, archdeacons, prebendaries, or canons of fome cathedrals, churchwardens, and deans

(a) 10 Co. 29 b. 1 Rol. 512.

and chapters, and fuch were all chauntry priefts, abbot and convent, or prior and convent. It is, indeed, fometimes faid, that a corporation of dean and chapter, is a corporation by the King's charter (a); at other times that it may be by prescription, King's grant, or act of parliament (b); and the fame obfervations might have been made with respect to abbot and convent, or prior and convent. When it is faid, they may be by prescription, nothing more can be meant, than, that they may be by common law; for it is impoffible that, in this place, the word "prefcrip"tion" can be taken in an appropriate fenfe: and, it is true, that in one point of view, they may be confidered as corporations by the King's grant, or by act of parliament, and, in another, as corporations by the common law. Their capacity, and the nature of their establishment, they derive from immemorial ufage, which gives them the defcription of corporations by the common law; yet they are all, individually, of the King's foundation; some of ancient foundation, fays Sir Edward Coke, and others newly erected, and may have been erected either by act of parliament, or by the act of the King alone: or, in other words, the act of the King gives being to every individual bishopric, deanery and chapter, &c. but the moment it is erected as a bishopric, or deanery and chapter, the nature of their inftitution, their capacities and incapacities, are immediately known to the common law (c).

A CORPORATION by authority of parliament, as the terms imply, is a corporation established in confequence of the express act of the whole legiflature; as a corporation by the King's charter is fuch a one as exists by virtue of fuch charter alone.

(a) Plowd. 242.

(b) Sir W. Jones, 168.

I

(c) Vid. 1 Inft. 94 a. 97 a. 134 a. 344 a.

A COR

A CORPORATION by prefcription is a corporation which has exifted from time immemorial, and of which, it is impoffible to fhew the commencement by any particular charter or act of parliament, the law prefuming, that such charter, or act of parliament, once existed, but that it has been loft by fuch accidents as length of time may produce (a).

To the existence of all corporations, it has long been an established maxim, that the King's confent is abfolutely neceffary; in those by common law, and by prescription, it is implied; and in those by authority of parliament, and by charter, it is exprefsly given: But, when it is faid, "that the King's confent is neceffarily implied in corporations by the common law," this is to be understood in no other fenfe than another maxim, "that the consent of every individual of a community is neceffarily implied to every law of that community;" all those corporations which are faid to exift, by force of the common law, existed at a time when the King did not form a diftinct branch of the legislature (b); they exifted before the union of the heptarchy; and before that event, and during the whole of the Saxon period, the King feems to have had no other authority, as a legiflator, than what he derived from the influence which he neceffarily poffeffed as the prefident of the grand council of the nation (c). Neither does he seem to have originally been the only person who might, without the authority of the legiflature, have given being to any of thofe corporations which do not come under the de

(a) Vid. 21 Ed. 4, 56 et feq. Bro. Corpor. 65.

(b) This is to be understood according to the distinction taken in page 40.

(c) Vid. Millar on the English Government, l. 1. c. 8. particularly page 154.

scription