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CHAPTER I.

OF THE NATURE OF CORPORATIONS.

SEC. 1.-DEFINITION.

SEC. 2.-CLASSIFICATION OF CORPORATIONS.
SEC. 3.-SAME.

SEC. 4.-CORPORATIONS SOLE.

SECTION 1--DEFINITION,

A corporation is an artificial person [C. C. P. 17, Touchard v. Touchard, 5 Cal. 307-1, born of the law, to live for any length of time the law prescribes, and having certain powers and duties of a natural person. C. C. 283.

The right to be a corporation is itself a franchise; one conferred by government on individuals, and which does not belong to the citizens generally at common law. Spring Valley W. W. v. Schottler, 62 Cal. 69; People v. Selfridge, 52 Cal. 331.

In the strict sense of that term, there were no common law corporations [Green v. Beckman, 59 Cal. 545]; in California incorporation is a matter of right available under general laws. Smith v. Eureka Flour Mills, 6 Cal. 1. Speaking of the nature of California corporations, the Supreme Court said in a dictum in an early case, "the corporation is little more, under our laws, than a joint stock com,

CORP, LAW 2

pany under the English laws, indeed in its true nature more nearly resembling a limited partnership under special articles than a corporation at common law."

Sugar Co., 19 Cal. 212.

Chater v. S. F.

Although our constitution provides [Art. XII, Sec. 4] that "the term corporations as used in this article, shall be construed to include all associations and joint stock companies having any of the powers or privileges of corporations not possessed by individuals or partnerships," there is no intention to declare that the mere association of individuals, no matter how numerous, creates a corporation; for example, the people (the inhabitants taken collectively) of a county are not a corporation. [People v. Myers, 15 Cal. 33.] The object of this section appears to be to include within the constitutional provisions regulating corporations, all "persons" other than human beings and all associations other than partnerships -no matter how such associations or persons may be styled or named; but it does not mean that all such persons or associations are corporations.

SECTION 2-CLASSIFICATION OF CORPORATIONS.

Corporations are of two kinds, public and private, and the Civil Code [Sec. 284] furnishes a simple test, based on the purpose for which the corporation is formed, to determine in each case to which of these classes the corporation belongs. "Public corporations are formed or organized for the government of a

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