assembly is a segregated association, which, though it is the reproductive organ of corporate succession, is not itself a member of the body.'

§ 6. SOLE AND AGGREGATE CORPORATIONS. Before proceeding to treat of private aggregate corporations, it is proper to mention another general division of corporations, which has relation to the number of persons of which the corporation is composed; and that is, sole and aggregate.

A sole corporation, as its name implies, consists only of one person, to whom and his successors belongs that legal perpetuity, the enjoyment of which is denied to all natural persons.2 Corporations of this kind were not known to the civil law, the maxim of the Roman lawyers being "tres faciunt collegium." Yet, even among the Romans, if a corporation originally consisting of three persons was reduced to one, (si universitas ad unum redit,) it could still subsist as a corporation, "et stet nomen universitatis." 3 The King of England is an example of a sole corporation, and so also, it is considered, are the bishops and vicars in that country. Thus, the parish minister of a church, in England, is said to be seized, during his incumbency, of the freehold of the land, with which his church is endowed, as persona ecclesiæ; and he is deemed capable, as a sole corporation, of transmitting the land to his successors.1

1 Commonwealth v. Green, 4 Whart. (Penn.) R. 531.

1 Black. Comm. 469.

'Ibid.

* Baron Gilbert, in his treatise on Tenures, says that anciently abbots and prelates were supposed to be married to the church, inasmuch as the right of property was vested in the church, and the possession in the abbot or bishop. Gilb. Ten. 110.

Fitzherbert and Brook both say, upon the authority of the Year Books, (11 Hen. 4,) that if a grant be made to the church of such a place, it shall be a fee in the parson and his successors.1

It is stated by Kyd, that, in England, there are two kinds of sole corporations: the one when the person has the corporate capacity for his own benefit; the other when he acts only for the benefit of others as trustee. Of the former kind are, the king, a bishop, a parson, &c. &c. Of the other, says he, the most familiar is the chamberlain of the city of London, who may take a recognizance to himself and his successors, in trust for the orphans.2

Sole corporations, it is believed, are not common in the United States. In those States, however, where the religious establishment of the Church of England was adopted, when they were colonies, together with the common law on that subject, the minister of the parish was seized of the freehold, as persona ecclesiæ, in the same manner as in England; and the right of his successors to the freehold, being thus established, was not destroyed by the abolition of the regal government, nor can it be divested even by an act of the State legislature. This was held by Mr. J. Story, in giving the opinion of the Supreme Court of the United States, in the case just referred to in the note below. In Massachusetts it has been held, that a minister seized of parsonage lands, in the right of the parish, is a sole

1 Fitz. Feofft. pl. 42; Bro. Estate, pl. 49; cited by Mr. J. Story, in Town of Pawlet v. Clark, &c., 9 Cranch (U. S.) R. 328.

21 Kyd, 29 to 32. Cro. Eliz. 464. For distinction between one who has a corporate capacity for his own benefit, and when he acts in trust for another, see Jansen v. Ostrander, 1 Cow. (N. Y.) R. 670.

corporation for this purpose, and holds the same to himself and his successors.1

"We are not aware," says the learned Chief Justice of Massachusetts, "that there is any instance of a sole corporation in this Commonwealth, except that of a person, who may be seized of parsonage lands, to hold to him and his successors in the same office, in right of his parish." He adds: "There are some instances in which certain public officers are empowered by statute to maintain actions as successors, such as judges of probate, county and town treasurers; but it is only where it is expressly provided by statute." A supervisor of a town in the State of New York is a quasi sole corporation, and his successor in office, who has taken a collector's bond, may sue upon it in his own name.3

There are very few points of corporation law appli cable to sole corporations. They cannot, at least as a general rule, take personal property in succession; and their corporate capacity of taking property is confined altogether to real estate."

The grant of corporate powers to one person, and his associates, does not require of such person that he should take associates, before the act can take effect, or corporate powers be exercised; but virtually confers on him alone the right to exercise all the corporate powers thereby granted. It cannot properly, however,

1 Brunswick v. Dunning, 7 Mass. R. 447; Weston v. Hunt, 2 Mass. R. 501.

2 Overseers, &c. v. Sears, 22 Pick. (Mass.) R. 125.

* Jackson v. Ostrander, 1 Cowen, (N. Y.) 670.

* Terret et al. v. Taylor et al. 9 Cranch (U. S.) R. 43.

"Penobscot B. Corporation v. Lamson, 4 Shep. (Me.) R. 224.

be said that one person, in such case, is created a sole corporation, because, if so, he could not of himself make it aggregate. The act under which he derives his authority to act alone, has in view an aggregate corporation, for it expressly provides for associates.

An aggregate corporation, as its name will readily suggest, consists of several persons, who are united in one society, which is continued by a succession of members. Of this kind are the mayor and commonalty of a city, the heads and fellows of a college, the members of trading companies, &c.1

1 1 Kyd, 76; 2 Kent, Comm. 221.

Α

TREATISE

ON

PRIVATE CORPORATIONS.

CHAPTER I.

MEANING, SEVERAL KINDS, AND HISTORY OF PRIVATE CORPORATIONS,

1. ACCORDING to the several definitions we have in our introduction offered of a corporation, it means an intellectual body, composed of individuals, and created by law; a body which is united under a common name, and the members of which are so capable of succeeding each other, that the body (like a river) continues always the same, notwithstanding the change of the parts that compose it. Within this definition, we have seen, are included private, as well as public corporaations. The latter have been already explained in our introduction; and it has been shown therein, to what extent private corporations may be deemed "persons;" and also that there may be private, as well as public, quasi corporations.

The main distinction between public and private corporations is, that over the former, the legislature, as the trustee or guardian of the public interests, has the exclusive and unrestrained control; and acting as such, as it may create, so it may modify or destroy as public exigency requires or recommends, or the public interest will be best subserved. Private corporations, on the other hand, are created by an act of the legislature which is regarded as a contract, and one which, so