CHAPTER X. Of Corporations. X. BESIDES the former division of persons con- CHAP. sidered in their natural and civil capacities, there are also artificial persons, called in the Civil law Universitates and Collegia. Roman corporations are considered to have had Origin. their origin as early as the time of Numa. If the authority of Plutarch be doubted, it is certain that they existed in all their vigour during the Republic, and the law relating to them must have been copious; yet we have only two meagre titles in the Digest, and nothing in the Code, for our information. A corporation is a fictitious legal person recog- Definition. nized by the State as the subject of civil rights and privileges. This legal person among the Romans consisted of a body of individuals united for some permanent object, and invested with the power of acting as a single person; but this legal person must be considered as entirely apart from the physical persons who constitute the corporation. They were called Universitates', Corpora, Universiand Collegia". tates, cor pora, col Corporations were constituted by public au-legia. thority. This was done by a law, or a Senatusconsultum, or by an Imperial constitution*. Three persons at least were required to consti- How contute a Corporation, though it could subsist if the stituted. community were afterwards reduced to one: "Tres I. BOOK faciunt collegium, ait Neratius Priscus, et hoc magis sequendum est'." But if reduced to one member, the rights, privileges, and liabilities, would still vest in him: "Si Universitas ad unum redit, magis admittitur posse eum convenire et conveniri, quum jus omnium in unum recideret, et stet Character nomen Universitatis." One of the chief characistics, teristics of corporations, and at the same time privileges. the main object of their establishment, is their powers and perpetuity, whereby they are not liable to the instability and fluctuation incident to private partnerships. Hence their peculiar fitness for the promotion of religion, learning and commerce. Corporations, when once duly constituted, are invested with all powers necessary to effectuate the objects for which they were created. They can make their own Statutes, or bye-laws, provided they be not contrary to the laws of the State, which provision appears to be as old as the Twelve Tables. They have a common chest, and can sue or be sued, and do all other corporate acts by their actor or syndicus. Two thirds of the members were necessary to make their acts valids; for though the authorities here referred to concerned the Decuriones in particular, there is no reason to suppose that other corporations were not guided by the Obligations same law. The obligations or liabilities of a Corand liabi- poration affected it in its corporate capacity only, for "si quid universitati debetur singulis non debetur; nec quod debet universitas singuli debent"." A Corporation as such cannot commit crimes or How dis offences. It ceases to exist when the last member dies, or when it is dissolved by the State. In such a case the remaining property belonging to the corporation, if it were one designed for public purposes, becomes the property of the state; but if lities. solved. 1 D. L. 16. 85. 3 D. XLVII. 22. 4. 5 C. X. 31. 45; D. L. 9. 3. 2 D. III. 4. 7. 2. 4 D. III. 4. I. I. 6 D. III. 4. 7. I. X. the corporation were designed for private purposes, CHAP. when it is dissolved by the State, its property is divided among the last remaining members. In the case of a corporation constituted for private purposes, when it is extinguished by the death of the last member, the remaining property would vest in his heirs. |