corporation; but may give a general power by charter to erect a corporation indefinitely (a). The Chancellor of the University of Oxford has by charter such a right, and has actually often exercised it in the erection of several matriculated companies now subsisting, of tradesmen subservient to the students. His power is most frequently exercised in the case of eleemosynary or charitable corporations, when a licence is granted to a subject to erect such a corporation and to endow it with possessions or revenues, in which case the donor is called the founder. With respect to the mode of erecting such corporations, where there is a subject founder, this difference is to be observed: either the King expresses the words of the incorporation, designs the place, appoints the number, and gives them a constitution and a name by his charter, so that the corporation is complete; and then the founder or donor has nothing more to do than to make dotation, without any instrument comprehending any words of incorporation, for with that in such a case, the common person, who is the founder, has nothing to do; or the King, by his charter, may reserve as well the nomination of the persons, as the name and constitution of the corporation, to the person who is to be the founder; then the latter must name the persons, and declare by what name they shall be incorporated, and what powers they shall exercise; and when he has done this, then they are incorporated by virtue of the King's letters patent, and not by the common person, for he is but an instrument, and it is the King who makes the corporation in such in the same manner as if all had been comprehended in the letters patent themselves, according to the maxim that "qui per alium facit, per se ipsum facere videtur (b).”

The incorporation ought in fact to precede the dotation, because, before the incorporation, there is no capacity to take

a corporation (c); but it is not necessary that in the letters patent the licence to incorporate and the licence to endow, should be in distinct independent clauses, or that the licence to incorporate should, in the order of expression, precede that

(a) Bro. Ab. tit. Prerog. 53. Vin. Ab. Prerog. 88. pl. 16. 1 Bla. Com. 474.

(6) 38 Edw. 3. 14, b. 22 Edw. 4,

Grant, 50. 2 Hen. 7, 13, a, b. 20 Hen. 7, 7. cited 10 Co. 33, b. 1 Kyd. 51, 2.

(c) Vid. 10 Co. 26, b.

to

to endow (a). Neither is it necessary that the corporation should be actually in existence at the time of the licence to grant to it: it is sufficient that it exist at the time of the grant made (b). Nor need all the persons who are to be constituent members of the corporation be named in the letters patent; it is sufficient to give a power of future nomination or election (c). On the principle that the King's consent is necessary to the formation of a society, it is clear that the general corporation of a town, &c. cannot without the King's express authority, and even by subdivisions, &c. create a subordinate and dependent, or independent, corporate body (d). And in "the King v. the Coopers' Company, Newcastle (e)," Lord Kenyon said, "there is a case in Salkeld (ƒ) where it is said that a corporation may make a fraternity; but no notice is taken of that point in the other Reports (g) of that case. I cannot conceive that they have such a power; it can only be effected by the legislature or by the Crown." But there But there can, it seems, be no objection to a corporation or any number of persons, forming a mere club or assembly for the purposes of conviviality, &c. though such club or assembly cannot act as a corporation (h).

The Parliament, by its absolute and transcendent authority, may perform this or any other act whatsoever: and actually did perform it to a great extent by statute 39 Eliz. c. 5. which incorporated all Hospitals and Houses of Correction, founded by charitable persons, without further trouble; and the same has been done in other cases of charitable foundations. But otherwise it has not formerly been usual thus to intrench upon the prerogative of the Crown, and the King may prevent it when he pleases. And in the particular instance before mentioned, it was done, as Sir Edward Coke observes (i), to avoid the charges of incorporation and licences of mortmain in small benefactions, which in his days were grown so great, that they discouraged many men from undertaking these pious and charitable works (k).

The powers of the Crown as to visiting of corporations also demand attention. A visitor is a person appointed by law to inspect the proceedings of corporations, and to secure their adherence to the purposes of their institution, and to settle in general, without appeal from his decision (a), any disputes respecting their management. The founder of a corporation is naturally its visitor. In the case of eleemosynary or charitable institutions, a private person is in general the visitor as founder. The founder of all corporations in the strictest and original sense is the King alone, for he only can incorporate a society; and in civil incorporations, such as mayor and commonalty, &c. where there are no possessions or endowments given to the body, there is no other founder but the King; but in eleemosynary foundations, such as colleges and hospitals, where there is an endowment of lands, the law distinguishes and makes two species of foundation; the one fundatio incipiens, or the incorporation, in which sense the King is the general founder of all colleges and hospitals; the other fundatio perficiens, or the dotation of it, in which sense the first gift of the revenues is the foundation, and he who gives them is in law the founder, and it is in this last sense that we generally call a man the founder of a college or hospital (b). It is said by Sir Edward Coke, that the foundership is so inseparably incident to the blood of the founder, that it cannot be granted over, and that if a subject founder should grant his foundership to the King by deed inrolled, it would be a void grant (c). But here the King has his prerogative: for if the King and a private man join in endowing an eleemosynary foundation, the King alone shall be the founder of it (d). And in general the King being the sole founder of all civil corporations, and the endower the perficient founder of all eleemosynary ones, the right of visitation of the former results, according to the rule laid down, to the King; and of the latter to the patron or endower. Where the founder of a college or eleemosynary corporation has appointed no special visitor, if his heirs become extinct, or if they cannot be found, the right of visitation de

(a) 1 Burr. 200.

(b) 10 Rep. 33. Where no express visitor of a royal endowment is appointed, the Crown is visitor by implication, 2 P, W. $25.

(c) 11 Co. 77, a. 78, a.

(d) 50 Ass. 6. 1 Rol. 514. 9 Co. 129, b. 2 Inst. 68, cites 44 Edw. 3. 24, 25.

volves to the King, to be exercised by the Chancellor in the same manner as where the King himself is the founder, subject to the regulations of the founder, &c. (a).

The King being thus constituted, by the law, visitor of all civil corporations, the law has also appointed the place wherein he shall exercise this jurisdiction, which is the Court of King's Bench; where, and where only, all misbehaviours of this kind of corporations are inquired into and redressed, and all controversies decided. And this is the meaning of our lawyers, when they say that these civil corporations are liable to no visitation; that is, that the law having, by immemorial usage, appointed them to be visited and inspected by the King, their founder, in his Majesty's Court of King's Bench, according to the rules of the common law, they ought not to be visited elsewhere, or by any other authority (b). And this is so strictly true, that though the King, by his letters patent, had subjected the College of Physicians to the visitation of four very respectable persons, the Lord Chancellor, the two Chief Justices, and the Chief Baron; though the College had accepted this charter with all possible marks of acquiescence, and had acted under it for near a century, yet, in 1753, the authority of this provi-' sion coming in dispute, on an appeal preferred to these supposed visitors, they directed the legality of their own appointment to be argued; and as this College was merely a civil and not an eleemosynary foundation, they at length determined, upon several days' solemn debate, that they had no jurisdiction as visitors, and remitted the appellant (if aggrieved) to his regular remedy in his Majesty's Court of King's Bench (c).

A licence from the King is necessary to enable a corporation to purchase and hold lands in mortmain (d).

(a) 4 T. R. 233. 2 Ves. Jun. 609. (b) 1 Bla. Com. 481. This notion is perhaps too refined. The Court of King's Bench (it may be said), from its general superintendent authority where other jurisdictions are deficient, has power to regulate all corporations where no special visitor is appointed. But not in the light of visitor: for as its judgments are liable to be reversed

by writs of error, it may be thought to want one of the essential marks of visi

torial power. Ib. note (c).

(c) 1 Bla. Com. 481, 2.

(d) Co. Lit. 2. 7 & 8 Wm. 3. c. 3. 1 Bla. Com. 479. 2 Id. 268, &c. 1 Wooddn. 494. A writ of ad quod damnum is not usual on granting a licence to alienate in mortmain. Co. Lit. 100, b.; Hargr. n.

It is a principle of law, that the King is bound by his own and his ancestors' grants, and cannot therefore, by his mere prerogative, take away vested immunities and privileges (a). But a corporation may be dissolved, by surrendering its franchises into the hands of the King (b), though legal dissolution is not occasioned thereby, and the charter operates till the surrender be inrolled, because the King can take nothing but by matter of record, and a deed is not of record without enrolment (c).

A corporation may also be so far dissolved by the loss of one or more of its integral parts, or by the deficiency of the major part of members necessarily constituting an integral part of the corporation, and which the remainder are not enabled to supply (d), as to be incapable of renewing itself, so that the Crown may grant a new charter to the inhabitants of the same place. And yet if the Crown think proper, it may revive and continue the old corporation, by a new grant to the remaining members of the old, dissolved, and dormant corporation, together with the other inhabitants of the place (e).

A corporation may be dissolved by misuser or abuser (ƒ). But by the statute 11 Geo. 1. c. 4. the neglect to chuse officers on the day appointed by charter or usage, shall not create a dissolution of the corporation.

When a corporation has but an integral part, or is so far reduced, that it cannot continue the succession, it is dissolved without any legal proceeding. "A scire facias is proper," says Mr. Justice Ashhurst, "where there is a legal existing body capable of acting, but who have been guilty of an abuse of the power entrusted to them; for as a delinquency is imputed to them, they ought not to be condemned unheard; but that does not apply to the case of a non-existing body. A quo warranto is necessary where there is a body corporate, de facto, who take upon themselves to act as a body corporate, but who, from some defect in their constitution, cannot legally exercise the powers they affect to use." If, in a prosecution against a corporation, the judgment be for the defendants, the form of it

(a) Admitted in the King v. Amery, 2 T. R. 515. post. chap. 16. s. 5.

(b) 2 Kyd. 465, 6. 1 Bla. Com. 485. (c) Salk. 191. 12 Mod. 247. 4 East, 327.

(d) 4 East, 17.

(e) Bac. Ab. Corporation, G. 3 Burr. 1866. 3 T. R. 199; 241. 14 East, 357, note a.

(Л) Bac. Ab. Corporation, G.