Individuals who form themselves together into a voluntary associa tion for a common object may agree to be governed by such rules as they think proper to adopt, if there is nothing in them in conflict with the law of the land; and those who become members of the body are presumed to know them, to have assented to them, and they are bound by them (Innes, v. Wylie, 1 Car. & Kir. R. 262; Brancker v. Roberts, 7 Jur. N. S. 1185; Hopkinson v. The Marquis of Exeter, London Times, Dec. 31st, 1867, Law R., 5 Eq. Ca. 63).

Stich an organization may prescribe the conditions upon which persons will be admitted to membership, as well as the conditions upon which the continuance of membership will depend; and where they have no regulation upon the subject, they may expel a member by a vote of the majority, if he has been notified of the charge against him, and afforded an opportunity of being heard in his defense (Innes v. Wylie, 1 Car. & Kir. R. 262). Voluntary bodies of this kind will be held to the fair and honest administration of the rules which are in force when any proceeding is instituted against a member; but where a member is expelled in conformity with the rules, and the proceedings are regular and in good faith, it is final, and no judicial tribunal can interfere. (The Commonwealth v. The Pike Beneficial Society, 8 Watts & Serg. 250). The only question, therefore, that can arise in the present case is whether the plaintiff was suspended from the privileges of a member of this Open Board of Stock Brokers in accordance with the constitution and by-laws which that body has adopted for its government; for if he was, he has no ground of complaint.

[The court held that plaintiff was expelled in accordance with the by-laws, and so affirmed the decree dissolving the injunction.]

Note. 1887, Davison v. Holden, 55 Conn. 103, 10 Atl. Rep. 515; 1881, Ash v. Guie, 97 Pa. St. 493, 39 Am. Rep. 818; 1855, Pipe v. Bateman, 1 Iowa (1 Clarke) 369; 1893, Burt v. Oneida Community, 137 N. Y. 346, 33 N. E. Rep. 307, 19 L. R. A. 297; 1893, McDowell v. Joice, 149 Ill. 124; 1888, Liggett v. Ladd, 17 Ore. 89, 21 Pac. Rep. 133; 1891, Crawford v. Gross, 140 Pa. St. 297, 21 Atl. Rep. 356; 1891, Wicks v. Monihan, 130 N. Y. 232, 14 L. R. A. 243, 29 N. E. Rep. 139; 1889, Lawler v. Murphy, 58 Conn. 294, 8 L. R. A. 113, 20 Atl. Rep. 457; 1896, Cheney v. Goodwin, 88 Maine 563, 34 Atl. Rep. 420; 1895, Society of Shakers v. Watson, 68 Fed. Rep. 730, 15 C. C. A. 632, 37 U.S. App. 141; 1893, Grand Rapids Guard v. Bulkley, 97 Mich. 610, 57 N. W. Rep. 188; 1883, Ray v. Powers, 134 Mass. 22; 1883, Burt v. Lathrop, 52 Mich. 106; 1883, Heath v. Goslin, 80 Mo. 310, 50 Am. Rep. 505; 1843, Eichbaum v. Irons, 6 Watts & S. (Pa.) 67, 40 Am. Dec. 540; 1841, Todd v. Émly, 7 M. & W. 427, s. . 8 M. & W. 505.

Sec. 36. (7) From state institutions.

NEIL v. THE BOARD OF TRUSTEES OF THE O. A. & M. COLLEGE.1

1876. IN THE SUPREME COURT OF OHIO. 31 Ohio State, 15-23.

Motion for leave to file a petition in error to reverse the judgment of the district court of Franklin county.

[Action in lower court by the college board of trustees to collect subscription made by Rudisill and others and guaranteed by Neil, to contribute to a fund to be raised in order to secure the location of the college in Franklin county, the sums subscribed to be paid to the treasurer of the college at the times indicated. The college was located in Franklin county, as proposed, and the board sued for the sums so subscribed. Neil demurred to the petition on the ground (among others) that the board of trustees had not the legal capacity to sue.]

BOYNTON, J. It is claimed by the plaintiff that the board of trustees of the college has not legal capacity to sue, and, therefore, that the judgment was improperly rendered in its favor. It is not, however, denied that the fourth section of the act establishing the college (67 Ohio L. 20) expressly confers upon the board the "right of suing and being sued, of contracting and being contracted with;" but it is contended that such act, "in so far as it attempts to constitute the defendant in error the board of trustees of said college, and clothe it with the power therein mentioned," is in conflict with the first section of the thirteenth article of the constitution, which declares that the "general assembly shall pass no special act conferring corporate powers," the claim being that the board is, to all intents and purposes, created a corporation and clothed with corporate functions and privileges. We are not able to yield our assent to this construction of the statute. The act is entitled "An act to establish and maintain an agricultural and mechanical college in Ohio." It creates a board of trustees, to be appointed by the governor, by and with the advice and consent of the senate, and commits to such board the government, control and general management of the affairs of the institution; and while the statute authorizes the board to make contracts for the benefit of the college, and to maintain actions, if necessary, to enforce them, and to exercise other powers similar to those conferred on bodies corporate, it does not assume to, nor does it in fact, create or constitute such board of trustees a corporation, and hence does not clothe it with corporate functions or powers. The State, ex rel. the Attorney-General, v. Davis, 23 Ohio St. 434. The college is a state institution, designed and well calculated to promote public educational interests,

1 Arguments of counsel and opinion of court on other points omitted. Statement of facts condensed.

established for the people of the whole state, to be managed and controlled by such agencies as the legislature in its wisdom may provide. Similar powers, but perhaps less extensive, because less required, are conferred on the trustees of the various hospitals for the insane (73 Ohio L. 8o), and on the board of managers of the Ohio Soldiers' and Sailors' Orphans' Homes (67 Ohio L. 53), and other institutions of the state. The powers thus conferred are essentially necessary to accomplish the objects for which these institutions were established. The power to establish them is found clearly granted in the seventh article of the constitution.

Leave refused.

Note. There is considerable difficulty in determining the character of these institutions, whether they are corporations or not. Several cases hold they are, and several hold they are not. Perhaps, it is not improper to call them public corporations, but they are obviously not the same as municipal corporations, or public quasi corporations such as counties, townships, school boards, etc. (See infra, pp. 214, 221, 222, 229.) They have, in the case of banks, at least in one state, been held to be private corporations. (See infra, p. 221.) The fullest information to be had on the character of these institutions is to be found in a note to State v. Regents of Univ. of Kan., 55 Kan. 389 (1895), in 29 Lawyer's Rep. Ann., p. 378. Here information is given under the heads Banks, Educational Institutions, Other State Institutions-Liabilities of Such, and Directors, Trustees and Officers of Such.

1. Universities, etc. Regents of University of Maryland v. Williams, 9 Gill & J. (Md.) 365, 31 Am. Dec. 72; Oklahoma Agr. & M. Coll. v. Willis (Minn.), 40 L. R. A. 677; State v. Carr, 111 Ind. 335 (University of Indiana is not a public corporation); State v. White, 82 Ind. 278, 42 Am. Rep. 496 (Purdue University is subject to mandamus); State v. Regents of University, 55 Kan. 389 (subject to quo warranto); Weary v. State University, 42 Iowa 335 (University is not a corporation); University of Alabama v. Winston, 5 Stew. & P. (Ala.) 17 (University of Alabama is a public corporation); Lewis v. Whittle, 77 Va. 415 (Medical College of Virginia is a public corporation); Tulane Ed. Fund v. Board of Assessors, 38 La. Ann. 292 (University of Louisiana is a corporation); Regents of University of Michigan v. Det. Bd. of Ed., 4 Mich. 213 (University is a public corporation); to same effect, Regents of University of Michigan v. Y. M. Society, 12 Mich. 138; Sterling v. Regents of University of Michigan, 110 Mich. 369, 34 L. R. A. 150; Regents of University of Nebraska v. McConnell, 5 Neb. 423 (University of Nebraska is a public corporation); University of North Carolina v. Maultsby, 43 N. C. (8 Ir. Eq.) 257 (University of North Carolina is a public corporation); State v. Knowles, 16 Fla. 577 (Florida Agricultural College is a public corporation); Dunn v. University of Oregon, 9 Ore. 357 (Directors of University of Oregon are a corporation); State v. Lindsley, 3 Wash. 125 (University of Washington is a state institution); Butler v. Regents of University of Wisconsin, 32 Wis. 124 (University is a state institution); State Institutions, 9 Colo. 626 (Agricultural College and School of Mines are state institutions by the constitution and can not be moved); Lundy v. Delmas, 104 Cal. 655, 26 L. R. A. 651 (Regents not individually liable for damages).

2. Banks, state. See Bank of Tennessee v. Woodson, 5 Coldw. (Tenn.) 176; Bank of Kentucky v. Wister, 27 U. S. (2 Pet.) 318; Briscoe v. Bank of Commonwealth of Kentucky, 36 U. S. (11 Pet.) 257; Woodruff v. Trapnall, 51 U. S. (10 How.) 190; Darrington v. Branch Bank of Alabama, 54 Ü. S. (13 How.) 12; Curran v. Arkansas, 56 U. S. (15 How.) 304; Barings v. Dabney, 86 U. S. (19 Wall.) 1; Jones v. Bank of Tennessee, 8 B. Mon. 122, 46 Am. Dec. 540; McFarland v. State Bank, 4 Ark. 44, 37 Am. Dec. 761; Linn v. State, 2 Ill. 87, 25 Am. Dec. 71.

3. Other institutions. Cleaveland v. Stewart, 3 Ga. 283; Illinois Board of

Education v. Greenebaum, 39 Ill. 610; Downing v. State Board of Agriculture, 129 Ind. 443, 12 L. R. A. 664; Liggett v. Ladd, 23 Ore. 26 (Ag. Soc.); Selinas v. Vermont Agricultural Society, 60 Vt. 249; Hern v. Iowa State Agricultural Society, 91 Iowa 97, 24 L. Ř. A. 655. See, especially, the full notes upon the subject of state institutions generally, in 29 L. R. A. 378, and 40 L. R. A. 677.

ARTICLE VI. CLASSES OF CORPORATIONS.

Sec. 37. Every body politike, or corporate, is either ecclesiastical or lay; ecclesiastical, either regular, as abbots, priors, etc., or secular, as bishops, deans, archdeacons, parsons, vicars, etc.; lay, as maior or communaltie, baylifes and burgesses, And againe it is either sole, or aggregate of And this body politike, or corporate, aggregate of many, is by the civilians called collegeium or universitas

etc.

many.

*

Coke's Littleton, § 413, c. 1613.

(a) As to number of members, corporations are:

1. Sole.

2. Aggregate.

OVERSEERS OF THE POOR OF THE CITY OF BOSTON v. SEARS

ET Ux.1

1839. IN THE SUPREME JUDICIAL COURT OF Massachusetts. 22 Pickering (Mass.) Rep. 122-135.

[Writ of right by plaintiff against defendants to recover certain lands in Boston, claiming upon the seizin of their predecessors within the last forty years. Defendants demurred.]

SHAW, C. J., delivered the opinion of the court. It is a well-settled rule of law, applicable to real actions, that it is not necessary, as in personal actions, to plead a statute of limitations, and, therefore, if it appear, on the face of the record, that the action is not brought within the time limited by law, the tenant may avail himself of it by general demurrer. Holmes v. Holmes, 2 Pick. 23.

By statute 1786, ch. 13, § 3, no person or body politic shall sue or maintain any action, for any lands, upon his or their own seizin or possession therein, above thirty years next before the teste of the same writ. And by statute 1807, ch. 75, § 1, no person shall sue or maintain any writ of right to any lands, upon the seizin of his or their ancestor or predecessor, beyond the term of forty years next before the teste of the same writ.

1 Arguments and part of opinion omitted. Statement of facts condensed. 13-WIL. CASES.

It is therefore manifest that if this writ is taken to be one on which the plaintiff corporation count on their own seizin; or, if they constitute a corporation of such a character that they could have no predecessor in legal contemplation, and, of course, could not count on the seizin of predecessors, then this action can not be maintained. This distinctly presents the question for consideration. On the part of the tenants, it is contended, that this is a common case of a corporation aggregate, consisting of many persons, with the usual incidents of an aggregate corporation, that as such they must declare upon their own seizin within thirty years. On the contrary, it is contended by the demandants, that although the plaintiff corporation is composed of many persons, yet that is more analogous to the case of a sole corporation, particularly in this, that they do not elect the members of their own body, that they all go out at once and new members come in at once, as the necessary consequence of an annual election by others, and, therefore, that the corporation of one year and that of another, when an election has intervened, bear to each other the legal relation of predecessor and successor.

It becomes, therefore, necessary to distinguish with some care between these different kinds of corporations. "The first division of corporations," says Blackstone, "is into aggregate and sole. Corporations aggregate consist of many persons united together into one society, and are kept up by a perpetual succession of members, so as to continue forever. Corporations sole consist of one person only, and his successors, in some particular station, who are incorporated by law in order to give them some legal capacities, particularly that of perpetuity." We are not aware 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. 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 expressly provided by statute. "There are," says Chancellor Kent, 2 Commentaries (3d ed.), 273, 274, "very few points of corporation law, applicable to a corporation sole." "The corporations generally in use with us are aggregate or the union of two or more individuals in one body politic, with a capacity of succession and perpetuity."

It becomes then necessary to consider what are the distinctions established by law, between a sole and an aggregate corporation. The first and the most important is that a corporation aggregate has a perpetual existence without change, so that an estate once vested in it continues vested without interruption. Whereas, when a bishop or parson, holding estate as a sole corporation, dies or resigns his office, the fee is in abeyance until a successor is appointed. From this flows one necessary, but obvious legal consequence, which is that a grant to an aggregate corporation carries a fee without the word "successors"; but a grant to a corporation sole, without including successors, carries a life estate only to the actual incumbent, who is the first taker. Co.