also spiritual: such are bishops, some deans and prebendaries, all archdeacons, parsons, and vicars, and formerly chauntry priests, which are sole corporations; deans and chapters at present, and formerly priors and monks, which are corporations aggregate.

It is not the description of the persons who are the members of a corporation, but the purpose of the institution, which gives to it the character of a lay or spiritual foundation; and for this reason, though the greater part of the members. of the colleges in the Universities are clerical, yet they are in general to be considered as lay foundations (o); they are not within the jurisdiction of the Ecclesiastical Courts, their members have no admission or institution from the ordinary, they are merely private societies, to be governed by their own statutes and orders (p). Most of them were founded ad studendum et orandum; the object of their studies is human learning in its various branches, as logic, philosophy, mathematics (q). The colleges and halls in the Universities have been incorporated by various names, as "wardens and fellows," &c., "provost and fellows," or provost, fellows and scholars," or "president and fellows," or "president and scholars," or "master and fellows," or "principal and fellows," or "warden, fellows and scholars," or "warden and scholars," or "master, fellows and scholars."

Lay corporations are again subdivided into two classes, eleemosynary and civil. Eleemosynary corporations are such as are constituted for the perpetual distribution of the free alms, or bounty of the founder of them, to such persons as he has directed (r). These are of two general descriptions: hospitals for the maintenance and relief of poor and impotent persons; and colleges for the promotion of learning, and the support of persons engaged in literary pursuits; of which the greater number are within the Universities, being corporations within a corporation, of which they form a component part;

(0) Carth. 93; 1 Lord Raym. 6. (p) Skinn. 494.

(q) See Camden's Britt. 258262, 404; Sir T. Raym. 107, 108;

Stow's Chron. by Howes, 1057, &c.; 1 Kyd on Corp. 23.

(r) 1 Bl. Comm. 471.

and other colleges are out of the Universities, and not necessarily connected with them. Of hospitals, says Lord Coke,

66

some are corporations aggregate of many, as of master or warden, and his confreres; some where the master or warden hath alone the estate of inheritance in him, and the brethren or sisters have power to consent, having a college or common seal." (s).

Between such colleges as these, and colleges either in the Universities or out of them, there is no difference in legal consideration; the difference is only in degree; for where in an hospital the master and poor are incorporated, it is a college having a common seal, by which it acts, although it have not the name of a college (t). But there are other hospitals, where the master or warden hath the estate in him, but where there is no college or common seal; and which therefore cannot properly be considered as corporations, the master or warden being merely a trustee for the house.

There are other hospitals, where the poor, who are the objects of the founder's bounty, are not themselves incorporated, but the corporate succession is vested in trustees, under various denominations, who, of course, have no beneficial interest, but are only employed as instruments to effectuate the purposes of the institution; of this description is Sutton's Hospital, commonly called the Charter House (u), and most other hospitals of modern creation; but these, says Lord Coke, are not legal hospitals (v).

There are also many other corporations resembling hospitals of this last description, which are neither colleges nor hospitals, but which may be classed under the head of eleemosynary corporations, as their object is, by means of trustees incorporated, to carry into execution some public charity; such is the corporation created in the reign of Queen Anne (w), under the name of "the Governors of the Bounty of Queen Anne, for the augmentation of the maintenance of the poor

(s) Co. Litt. 342 a.
(t) Skinn. 484.
(u) 10 Rep. 1, 35.

(v) 10 Rep. 31 a.

(w) 2 & 3 Anne c. 11; 5 Anne c. 24; 6 Anne c. 27; 1 Geo. I. stat. 2,

c. 10; 3 Geo. I. c. 10.

clergy:" and such are many corporations of trustees for the education of children at free schools, and many others, for

various purposes.

Civil corporations are established for a variety of temporal purposes. Thus a corporate capacity is given to the king, to prevent in general the possibility of an interregnum, or vacancy of the throne, and to preserve entire the possession of the crown, for immediately on the demise of one king, his successor is in full possession of the regal rights and dignity (x). Other civil corporations are established for the purpose of local government; such as corporations of cities and towns, under the names of mayor and commonalty, bailiff and burgesses, and other similar denominations; and to this class belong the general corporate bodies of the two Universities, which are not corporations of colleges, but of matriculated members; and all colleges are distinct and separate corporations, yet furnishing members to be matriculated (y). The two Universities are now considered as lay corporations, with temporal rights, not as eleemosynary foundations, as particular colleges are; and the crown can neither visit them nor take from them any rights subsisting under old charters or prescriptive usage (z), nor give them new statutes, without their own voluntary acceptance (a).

Other corporations are established for the maintenance and regulation of some particular object of public policy, such as the corporation of the Trinity House, for regulating navigation, the Bank, and the different insurance companies in London; others for the regulation of trade and commerce, such as the East India Company (b), and the companies of trades in London and other towns; others for the advancement of science in general, or some particular branches of it: such are the College of Physicians (c), and the Company of Surgeons, the Royal Medical and Chirurgical Society (d) (z) 1 Bl. Comm. 470.

(y) Wilmot's Notes, 14.

(z) Rex v. Vice Chancellor

of

Cambridge, 3 Burr. 1652, 1656.

(a) S. C. 1 Bl. Rep. 550.

661-689.

(c) Incorporated by 14 Hen. VIII. c. 5; confirmed by 1 Mar. sess. 2, c. 9.

(d) Incorporated by Charter,

(b) See 1 Chitty's Comm. Law, dated, 30 Sept. 1834.

in London for the improvement of medical science; the Royal Society for the advancement of natural knowledge (e); the Society of Antiquarians for promoting the study of antiquities; the Royal Academy of Arts for cultivating painting and sculpture; the Royal Institution of Great Britain, first established by charter (f), for diffusing the knowledge and facilitating the general introduction of useful mechanical finventions and improvements; and for teaching the application of science to the common purposes of life, and extended by act of Parliament to the promotion of chemical science by experiments and lectures; for improving arts and manufactures; to discovering the uses of the mineral and other natural productions of this country; and to the diffusion and extension of useful knowledge in general (g).

The subscribers or proprietors of shares in canals, railroads, and other public undertakings, have been incorporated by several private acts of Parliament, with power to purchase and hold lands for the purposes of the undertakings, without incurring the penalties of the statutes of mortmain, as "the proprietors of the Macclesfield canal” (h); “the Glastonbury navigation and canal company" (i); "the Nottingham Trent waterworks company" (j); to which many others might be added.

A corporation may exist by four means; either by common law, as a bishop or parson, by act of Parliament, by prescription, or by charter (k). The king alone by his prerogative, can erect either an ecclesiastical (1) or lay (m) corporation; although the king may give power to a common person to name the corporation, and the persons it is to consist of (n); and by statute 39 Elizabeth, c. 5. (o), every person seised of an estate in fee simple, may, by deed inrolled, erect an hos(e) Incorporated by charter, 22 (j) 7 Geo. IV. c. 111. April, 1663. See a full statement of the charter and statutes in Postlethwaite's Dict. tit. Royal Society. (f) 13 January, 1800. (g) 50 Geo. III. c. 51. (h) 7 Geo. IV. c. 3.

(i) 7 & 8 Geo. IV. c. 41.

(k) 10 Rep. 29 b.; Co. Litt. 250 a.; Conservators of River Tone v. Ash. 10 Barn. & Cr. 383, 384.

(1) 5 Rep. 26 a.; 4 Rep. 107 b.
(m) 10 Rep. 33 b.; Jenk. Cent. 270.
(n) 10 Rep. 33 b.

(0) See post. sect. 4.

pital or house of correction, which shall be incorporated and have perpetual succession, and be visited by such person as shall be named by the founder. If the king, after the foundation of a college, grants an advowson or land to the senior fellow, such grant will operate to make him a sole corporation (p). To create a corporation by charter or act of Parliament, it is not necessary to use any particular form of words. It is sufficient if the intent to incorporate be evident (q), and where it manifestly appeared from the different clauses of several local acts of Parliament (r), that conservators of a river navigation should take land by succession, and not by inheritance; although they were not created a corporation by express words, they were held to be so by implication, and entitled to sue in their corporate name for an injury done to their real property (s).

By the common law, it was an incident to every corporation to have a capacity to purchase lands for themselves and their successors (t).

It may be observed, that none of the statutes of mortmain limit the extent to which a corporation may purchase lands; but that the object of all of them is to prevent a corporation from making any purchase without obtaining a previous license with the king's consent, therefore, corporations may generally purchase lands to any extent they please, although in modern charters and acts of Parliament creating corporations, a clause is now usually inserted for restraining them from purchasing lands beyond a certain annual value.

The case already stated u), may operate as a caution to parties advancing money to corporate bodies by way of mortgage, and show the necessity of previously ascertaining that such

(p) 1 Ves. sen. 473.
(q) 10 Rep. 28.

Tone Navigation, 10 & 11 Wm. III., 6 Anne, 44 Geo. III., 51 Geo. III., 5 Geo. IV.

(s) The Conservators of the river Tone v. Ash, 10 Barn. & Cr. 349.

(1) Litt. Rep. 49, 112, 114; 10 Rep. 30 b.; 1 Bl. Comm. 478. By

the civil law, a corporation was incapable of taking lands, unless by special privilege from the emperor; Collegium, si nullo speciali privilegio subnixum sit, hæreditatem capere non posse, dubium non est. Cod. lib. 6. tit. 24. 8. 1 Browne's Civ. L. 141 -164.

(u) Ante, p. 10, n. (e).