confidered. This was an action of trefpafs for taking the plaintiff's goods: the defendant, as fervant to the corporation of Shrewsbury, juftified the taking, as a diftrefs for toll through the streets of Shrewsbury, which the plaintiff refused to pay before the plaintiff replied, an application was made, on his behalf, for a rule to have liberty to infpect the public books and records of the corporation in answer to this, it was urged, that the plaintiff, being a ftranger to the corporation, had no right to inspect their books; that iffue not being joined, it was not known what would be the point to be tried; that the plaintiff had not applied to the corporation and been refufed the liberty of infpecting the books; and that therefore the motion was premature; and that it was the first of the kind, for it was a motion to furnish the plaintiff with matter for his reply to the defendant's plea. In fupport of the application, it was faid, that there had been cafes where strangers had had rules for liberty to inspect the books of the adverse party, and the cafe of the Brewers' Company was particularly mentioned as an authority in point.-The Chief Juftice (a) expreffed himself thus-" Do you lay it down in general, that a ftranger has a right to inspect the books of a corporation? How has a stranger to a corporation more right to infpect their books, than the books of a private perfon? While Lord Camden fat here, there was the like motion in the like action of trefpafs, where the defendant juftified, under the corporation of Ipfwich, for diftraining for a toll for repairing the quay there, and the motion was refused, the plaintiff being a stranger to the corporation; and I am fure, in many cafes like the prefent, the motion has been refused; however, I fhall give no abfolute opinion on the prefent motion; because iffue is not yet joined, nor has the plaintiff applied to be permitted to inspect the books of the corporation and been refufed, and that is a fufficient reafon for not granting the rule at prefent" (a). SECTION III. By what acts a Corporation fhall be bound. MUCH of what naturally falls under this and the following fection, having an intimate connection with the fubjects of the preceding parts of this chapter, has already been unavoidably difcuffed at full length in order, therefore, to avoid repetition, it is intended to introduce here, only thofe points which have either been not confidered at all, or which have been but flightly touched upon before. WHERE a collective body of men have a right to act in a matter which concerns the common intereft, it seems to be the first fuggeftion of reafon, that an act done by a fimple majority should be binding on the whole: this is the principle of the rule adopted by the common law of England, with respect to aggregate corporations: thus, in general, the majority of dean and chapter fhall bind the whole corporation of dean and chapter: So, the majority of mayor and commonalty fhall bind the whole corporation (b) but this rule is to be understood as confined to a majority of those, who, by the conftitution of the corporation, have a voice in the corporate deliberations; for it frequently happens, that the power of action does not ex (a) Tr. 13 G. 3. Hodges v. Atkis. 3 Wilf, 398. Bro. Corpor. 34. tend 3 tend to the corporation at large, but is confined to a felect body; and then the act of the majority of that felect body, binds not only the whole of the felect body, but the whole corporation. IN different corporations too, the manner in which the majority fhall be reckoned, varies according to the provifions of the constitution; fometimes the act that is to bind the corporation, must be fanctioned by the affent of an abfolute majority of the whole body empowered to act; fometimes, it is fufficient if a majority of the whole body be affembled, and the majority of thofe affembled agree to the act; and fometimes a majority of those affembled, whether thofe affembled be a majority of the whole or not, may bind the whole corporate body. IN all these feveral cafes, the act of the major part, which is to bind the rest, must be done at one and the fame time, and at a regular meeting held for that purpose. Thus, where a chapter confifted of eleven, and the majority of the whole eleven was neceffary; a confirmation of a lease of the poffeffions of the bishopric, by three at one time and three at another, was held to be void, because the members ought to have been affembled in full chapter (a). NOTWITHSTANDING this rule of the common law with respect to the majority, many founders of ecclefiaftical and eleemofynary corporations, in order the better to prevent the alienation of the poffeffions of these bodies, had frequently rendered neceffary the affent of a part greater than the abfolute majority of the whole, and fometimes the affent of every individual. -King Henry the eighth, finding these private regulations a great obftruction to his (a) Capitulariter congregati, as it is expreffed in Sir J. Davis, Rep. 48. a. b. projected scheme of obtaining a furrender of the lands of ecclefiaftical corporations (a), procured an act of parliament, to reduce all corporations to the rule of the common law. By this act (b), after reciting "that, by the common law, all affents, elections, grants, and leafes, had, made, and granted by the dean, warden, provost, master, prefident, or other governor of any cathedral church, hofpital, college, or other corporation, by whatever name incorporated or founded, with the affent and confent of the greater part of their chapter, fellows, or brethren of such corporation, having voices of affent thereto, were as good and effectual in the law to the grantees and leffees, as if the refidue, or the whole number of fuch chapter, fellows, and brethren of fuch corporation, having voices of affent, had thereto confented and agreed; yet, feveral founders of fuch deanries, hofpitals, colleges, and corporations within the realm, had, on the foundation and establishment of the fame deanries, hofpitals, colleges, and other corporations, eftablished and made, among other their peculiar acts, local statutes and ordinances, that if any one of fuch corporation, having power or authority to affent or diffent, fhould deny any fuch grant or grants, that then no fuch lease, election, or grant fhould be had, granted, or leafed; and for the performance of the fame, every perfon having power of affent to the fame, had been and was daily thereto fworn, and fo the refidue might not proceed to the perfection of fuch elections, grants, and leafes, according to the courfe of the common law of the realm, without incurring the danger of perjury;" it is enacted, "that every peculiar act, order, rule, and ftatute, theretofore made, or thereafter to be made by any founder or founders of any (a) Vid. 1 Bl. Com. 478. I (b) 33 H. 8, c. 27. hofpital, hofpital, college, deanry, or other corporation, at or upon the foundation of any such hospital, college, deanry, or corporation, whereby the grant, leafe, gift, or election of the governor or ruler of such hospital, college, deanry, or other corporation, with the affent of the greater part of fuch of the fame hofpital, college, deanry, or corporation, as had or fhould have voice of affent to the fame, at the time of fuch grant, leafe, gift, or election thereafter to be made, should be in any wife hindered or let by any one or more, being the lefs number of fuch corporation, contrary to the order and courfe of the common law, fhould be from thenceforth clearly void, and of no effectand that from thenceforth no perfon of any fuch hofpital, college, deanry, or other corporation, should be compelled to take any oath for the observation of any fuch order, statute, or rule, upon the pain of every person so giving fuch oath, to forfeit for every time fo offending, five pounds, one half to the King and the other to the informer." By the words of the preamble to this ftatute, it does not appear to have been the intention of the legislature, that it should extend to any negative or neceffary voice, given by the founder to the head of any corporation; and, in fact, in many cafes which have occurred fince the ftatute, in which the queftion has been, whether by the words of a charter, a negative has been conferred on the head of the corporation, no doubt has been entertained of the legality of fuch negative, if actually conferred (a). It appears likewife, from the wording both of the preamble and of the enating claufe, that the ftatute was not intended to prevent a felect body from binding the whole corporation, nor to affect the fenfe in which the word (a) Vid. 1 Bl. Com. 478. Cowp. 379. "majority" |