CHAP. III.

OF CORPORATIONS CONSIDERED IN RESPECT TO THEIR INTERNAL CONSTITUTION.`

CORPORATIONS having been established at different periods, and with different views, the particular constitution of each depends on the provifions of the charter, by which it was erected, or on the prefcriptive ufage which time has imperceptibly introduced. The bufinefs of this chapter, therefore, will be, not to defcribe the precife conftitution of every corporation in the kingdom, or that of any one in particular, but to confider, under diftinct heads, thofe fubjects which relate to the conftitution of any corporation whatever.

SECTION I.

Of the different ranks of persons, members of Corporations.

IN corporations confifting of a small number of members without a head, there is ufually no diftinction of rank, but all are equal in rights, privileges, and authority (a). In fmall corporations, too, which have a head, such as dean and chapter, there is generally no other diftinction of

(a) Vid. ante, page 37.

rank,

rank, but that between the head and the body at large, all the members of the latter being equal and co-ordinate.

IN corporations whose members are more numerous and whofe concerns are more complicated, there are usually fome felect bodies, which neceffarily gives rife to a diftinction and gradation of ranks. Thus, in corporate towns, the common freemen, forming the great mass of the corporation, may be faid to compofe one rank, the livery in the city of London another, and in the greater number of cities and towns, the common councilmen, and aldermen, or fome equivalent descriptions, two others.-The common freemen have, in general, only the right of exercising their trade within the town, and enjoying the common. privileges and franchises of the corporation, though fometimes the right of voting in elections: the livery are a felect body, whofe principal privilege is that of forming fome of the electoral affemblies of the corporation: the common councilmen have a more immediate concern in the government, fometimes forming a conftituent part of the legislative body, which is the cafe in London, and fometimes only a part of the general executive council: the aldermen are ftill more felect, forming what may be called the privy council of the corporation, and in general also a part of the common council.

A FREEMAN of a town differs from an inhabitant in this, that a freeman is a member of the corporation, and may or may not be an inhabitant of the town, and an inhabitant is fo called from the circumftance of local refidence, and may or may not be a member of the corporation.

THE terms citizen and burgess are generally fynonymous with freeman; but fometimes "burgefs" is the defignation of a member of a select body, diftinct from the

common freemen; there are cafes in which it is equivalent to common councilman (a).

It appears that in ancient times, in fome cities and towns, there were fome districts called aldermanries, over each of which an alderman prefided, fo that the alderman was properly a local officer; and this is the case, at this day, in the city of London, and in fome other places: and there are inftances of an aldermanry being hereditary, and grantable, and actually granted over, like any other inheritance (b).

It appears, likewife, that the word alderman was used as the name of the head of a company, fraternity, or gild, of which Madox gives several inftances, from whence he fays it came to be used as the name of a chief officer of a gildated or incorporate city (c).

AT present, it seems that no precise invariable idea is attached to the word "alderman,” but it most commonly means one of the chief governors of the corporation, or one of the affiftants of the mayor, or other head; and from the body of the aldermen the mayor is frequently

(a) An application was made by Northen, a burgess of Colchester, to be restored to his burgefs-fhip; a mandamus being granted, a return was made, that the common people (this evidently means the common freemen) had been accustomed, time, &c. to elect the burgeffes (evidently the common councilmen) annually, and that Northen was elected one year, but not the second, and that therefore his office was expired; B. R. held the return good. 1 Rol. Rep. 335.

The corporation of the city of Oxford confifted of a mayor, bailiffs, aldermen, burgeffes, and chamberlains; thefe composed what is called the common council; confequently the burgeffes must have differed from the common freemen, otherwife the common council must have confifted of all the freemen of the city, which is against the idea of a felect government. Vid. Latch. 229. Palmer, 451. (b) Vid. Madox Firm. Burg. 14.

(c) Id. ibid. 26, 30, 92. chofen,

chofen, which is the cafe in the city of London (a); but in fome other places, those only can be aldermen who have paffed the office of mayor (b).

THE office of alderman is in general for life, and that of common councilman only for a year, but there are instances of an alderman being for a year, and of a common councilman being for life (c).

IN fome cities, the term "capital citizen," and in many boroughs, "capital burgefs," correfpond to "alderman" (d); fo, in fome places, the word "jurat" (e).— Yet the term "capital burgess" is fometimes equivalent to common councilman (f), properly fo called, and fometimes includes the mayor, aldermen, and common councilmen (g).

(a) Vid. Latch. 231. Palmer, 454.

(b) This was the cafe of the town of Northampton. 21 Car. 2. Vid. 2 Keb. 488. 1 Str. 625.

(c) By the conftitution of Truro, the aldermen, out of whom the mayor is to be elected, are to be chofen annually. Foot v. Prowfe, 1 Str. 625.

By that of Doncafter, the mayor, twelve aldermen, and twentyfour capital burgeffes compofe the common council, and the latter, who are apparently the fame as common councilmen, as well as the aldermen, are for life. 2 Ld. Raym. 1564.

(d) Vid. Fortesc. 200. In the case of James Bagg, as reported in 10 Co. 93, he is called a capital burgess; in 1 Rol. Rep. 173, 224, he is

(f) Vid. the case of Doncaster before mentioned.

(g) In Wells, by a charter of Queen Elizabeth, the governing part of the corporation consisted of twenty-four of the most discreet and upright burgeffes of the city, of whom one was mayor, feven masters, and fixteen common councilmen, and the whole twenty-four called capital burgeffes: a charter of Charles the second confirmed the charter in almost the same terms, only changing the name of masters into that of aldermen. Vid. Lutw. 513, 517. Y 2

THOUGH

THOUGH the term "common councilman," and other equivalent terms, in general mean a member of a distinct rank in a corporate town, yet the common councilmen do not often, if in any cafe, compofe a feparate affembly; but the affembly which is called the common council, befide the common councilmen properly fo called, includes the mayor and aldermen, or others of an equivalent denomination.

THE powers and duties of the mayor, or other head officer of a corporation, depend in general on the provifions of the charters, or prefcriptive ufage of the corporation, or the express provifions of an act of parliament.It is commonly one of his duties, as well as of his particular privileges, to prefide at the corporate affemblies: but whether, in a corporation by charter, this be neceffarily incident to his office, where no exprefs provifion is made for that purpose, has been made a queftion, though I do not find it any where folemnly determined.-In the course of argument, it has indeed been afferted, "that it is not effential or incident to the office of mayor by the common law, that the meetings of the body corporate fhould be in confequence of his fummons, or that he fhould be present at fuch meetings; that if the charter exprefsly direct that all meetings fhall be appointed by the fummons of the mayor, and that he fhall prefide at them, then, indeed, there can be no doubt, that all meetings without these requifites are illegal, and all proceedings at them void: but that fuch requifites must be impofed by exprefs words, or appear by neceffary implication: that if, by a clause in a charter, it be provided, that, for the choice of an alderman on the death of any of the body, the mayor and the reft of the aldermen, or the major part of them, fhall affemble, of this major part it is not neceffary that the

mayor