given to it to other persons. With regard to the power of holding property, -if, for example, a grant of land should be made to twenty individuals not incorporated, the right to the land cannot be assured to their successors, without the inconvenience of making frequent and numerous conveyances. When, on the other hand, any number of persons are consolidated and united into a corporation, they are then considered as one person, which has but one will,- that will being ascertained by a majority of votes. The privileges and immunities, the estates and possessions of a corporation, when once vested, are vested forever, or, until the end of the period which may be prescribed for its duration; and this desirable object is effected without any new transfer to succeeding members. Persons, who are disposed to make appropriations for any useful purpose, can never fully obtain their object without an incorporating act of the government; and accordingly it has been generally the policy and the custom (especially in the United States) to incorporate all associations, which tend to the public advantage, in relation to municipal government, commerce, literature, charity, and religion. The public benefit is deemed a sufficient consideration of a grant of corporate privileges; and hence, when a grant of such privileges is made, (being in the nature of an executed contract,) it cannot, in case of a private corporation, which involves private rights, be revoked.' The object in creating a corporation is, in fact, to gain the union, contribution and assistance of several persons for the successful promotion of some design of general utility,

1 See Black Comm. vol. 1, p. 467; Dartmouth College v. Woodward, 4 Wheat. (U. S.) R. 637.

though the corporation may, at the same time, be established for the advantage of those who are members of it. The principle is, and has been so laid down by Domat, that the design of a corporation is to provide for some good that is useful to the public.1

§3. PUBLIC AND PRIVATE CORPORATIONS. There are various kinds of corporations, which are distinguished by their degrees of power and the object and purpose of their creation; and the members of some corporations are subject to certain liabilities which do not attach to the members of others. It is, therefore, proper, after having explained the meaning and general object of a body corporate, to clear the way to private corporations, and perhaps at the same time gratify the curiosity of some readers, by a preliminary notice of corporations of a different kind. The word corporation is, we know, oftentimes significant of a community clothed with extensive civil authority; and a community of that kind is sometimes called a political, sometimes a municipal, and sometimes a public corporation. It is generally called public, when it has for its object the government of a portion of the state; and although in such a case it involves some private interests, yet, as it is endowed with a portion of polipower, the term public has been deemed appropriate. Another class of public corporations are those which are founded for public, though not for political or municipal purposes, and the whole interest in which belongs to the government. The bank of the United States, for example, if the stock belonged exclusively,

tical

1 2 Domat, Civil Law, 452.

to the government, would be a public corporation; but inasmuch as there are other and private owners of the stock, it is a private corporation.' The distinction between public and private corporations will be somewhat more fully explained, in the commencement of the treatise. All municipal corporations are clearly bodies public and political.

The analogy

§ 4. HISTORY OF MUNICIPALITIES. between the creation, constitution, mode of government, &c., between municipalities and private corporations is so great, and the effects of the former upon the destinies of mankind have been of so much importance, that we should hardly be excused in passing them over, without, at least, some attention to their rise and progress.

The origin of municipal corporations may be referred to the earliest institution of civil police; or, in other words, to the first collection of individuals united for the purpose of a common government. Nations, or states, are denominated by publicists bodies politic; and are said to have their affairs and interests, and to deliberate and resolve in common. They thus become as moral persons, having an understanding and will peculiar to themselves, and are susceptible of obligations and laws. In this extensive sense, the United States may be termed a corporation; and so may each State singly; so the king of England is a corpo

' Dartmouth College v. Woodward, 4 Wheat. 668; 2 Kent, Comm. 222. The first kind of corporations, we have mentioned, are denominated by the Civil Code of Louisiana political corporations. Tit. 10, ch. 1, art. 420. But see post, ch. I.'§ 1.

* Vattel, 49.

ration; and so is Parliament. The plan of forming, or incorporating inferior and subordinate communities, imperia in imperio, such as cities and towns, may be referred to a period nearly as remote. "The same cause," says Domat, "which has linked men together in society, for supplying the wants of every one by the concourse and assistance of many others, has produced the first societies of villages, of boroughs, and of towns.' "2 We read, too, in the sacred writings, of salt being thrown on the ground where cities had stood; 3 and Pausanias has described the form of founding cities. among the Greeks."

When the Roman arms had achieved the conquest of any foreign country, a colony was established by the authority of the parent State; and it was an imperative duty of those persons who proceeded to their place of destination, to found a colony, to arrange for the foundation and erection of a city, (an urbs.) Such cities were called municipia. Some of these municipia possessed all the rights of Roman citizens, except such as could not be enjoyed without residing in the city of Rome. Others enjoyed only the privilege of serving in the Roman legion, but had not the right of electing civil officers. They used their own laws and customs, which were called Leges Municipales, nor did they receive any Roman laws unless by their own free consent nisi fundi fieri vellent. When a city was to be built in a newly established colony, the founder, dressed in a Gabinian garb, marked out its compass by a furrow made with a plough, leaving a space wherever

1 10 Co. 29 b.; 1 Shepard's Abr. 431. * 2 Domat, Civil Law, 457.

3

Judges, ix. 45.

Adam's Rom. Antiq. 73.

5 Ibid. 71.

it was intended to erect a gate or porta; which opera tion was attended with certain imposing ceremonies, that are supposed to have been borrowed from the Etrurians. Sylla, to reward his military officers, first introduced the custom of settling military colonies, which was imitated by Julius Cæsar, Augustus, and others. To these colonies whole legions were sent, with their officers, their tribunes and centurions.2 The colonies, it is said, differed from the free towns in this, that they used the laws prescribed by the Romans, but they were governed by similar magistrates. Their two chief magistrates were called Duumviri; and their senators Decuriones, the latter deriving their name from the circumstance, that when a colony was settled, every tenth man was made a senator.3

Sir James Mackintosh, in describing the government of Britain, when subject to Roman power, tells us, that thirty-three townships were established in that island from Winchester to Inverness, with various constitutions, to the magistrates of which was given the local police, and also a certain share of judicial power. The inhabitants of those townships, it is true, though they had the privileges of Roman citizens, could only exercise them within the walls of Rome, which, says the same elegant writer, "was the sole remaining dignity which seems at last to have distinguished the conquering city from the enslaved world."

24

It is a fact worthy of observation, and one which has been rendered clear by the acuteness and erudition of

1

Ibid. 72, 3; Liv. viii. 16, i. 44; Virg. Æneid, v. 755.

'But this custom afterwards fell into disuse. Tacit. Annals, xiv. 72.

3 Adam's Roman Antiquities, 73, 4.

4 History of England, by Sir James Mackintosh, vol. i. p. 30.