such company are members of the exchange in good standing [pp. 230-2].

The case sought to be made by the complainant is presented under two aspects: First, it is claimed that, either by itself or through its general manager, the complainant is or is entitled to be admitted a member of the exchange, and it accordingly prays for an injunction restraining the exchange from taking any steps to try the complainant for a violation of its rules, or to impose upon the complainant's privileges as a member any illegal or unreasonable restraints, and it also prays that the certificate of membership in Roger's hands be issued to the complainant. Secondly, it claims that if it is not a member and entitled to the privileges of membership, the exchange should be restrained from putting in force certain rules it has adopted for the government of its own members, and particularly its amendments to rules 8 and 9.

We are unable to see upon what principle it can be justly claimed that the complainant is a member of the exchange or entitled to the privileges of membership, or that it is in a position where it can insist upon being admitted to membership as a matter of right. Whatever may have been its rights while Rogers, its manager, was a member, those rights no longer exist, as by its own admission Rogers is no longer its manager, and is no longer a member of the exchange. Nor can there be any just pretense that the complainant itself is a member or has ever applied for membership. The exchange is a corporation, having rules or by-laws determining the qualifications for membership and prescribing the mode in which members may be admitted, and there is no pretense that the complainant has ever brought itself within the terms of said rules or by-laws, so as to be entitled to membership. Rule 8 of the exchange provides as follows:

"On and after May 1, 1884, any person of good character and credit and of legal age, whose interests are centered at the Union Stock Yards, on presenting a written application indorsed by two members, and stating the name and business avocation of the applicant, after ten days' notice of such application shall have been posted on the bulletin of the exchange, may be admitted to membership in the association upon approval by at least seven affirmative ballot-votes of the board of directors, and upon payment of an initiation fee of $500, or on presentation of a certificate of unimpaired or unforfeited membership duly transferred, and by signing an agreement to abide by the rules, regulations and by-laws of the association, and all amendments that may in due form be made thereto."

Said association had an undoubted right to adopt this rule, and as it prescribes the mode and the only mode in which membership in the exchange can be obtained, no one can justly claim to be a member who has not been admitted in the mode thus prescribed.

It may well be questioned whether, under this rule, a corporation in its corporate character can be admitted to membership in the exchange, as said rule seems to contemplate only the admission of natural persons. But even if that were otherwise, there is no pretense

that the complainant itself has ever made application for membership, or that any of the subsequent steps necessary to vest an applicant with the character and rights of membership have been taken, or that they have resulted favorably to the complainant. Nor is it pretended that since Rogers ceased to be the complainant's manager, and thereby ceased to be its representative on the exchange, any formal application for membership has been made by Titus, its general manager, or by any other person in its behalf, but the evidence, on the other hand, is clear and undisputed that no such application has been made. The fact alleged in the bill, if it be a fact, that the complainant has requested the exchange to issue the certificate of membership formerly held by Rogers to Titus avails the complainant nothing, as the exchange is under no obligation to admit a member upon such request, but can, in conformity with its rules, admit to membership only upon formal application duly presented and approved in the manner in said rules prescribed. The equitable or even legal ownership of the unimpaired or unforfeited certificate of membership formerly issued to Rogers and duly transferred to it, does not constitute it a member, or entitle it to any rights as such. The only way in which the complainant can avail itself of such certificate, is by tendering it in lieu of the prescribed initiation fee in case the complainant or its representative, on proper application, shall be admitted to membership, or, in case such application should not be granted, then by selling it for a consideration to some other person who may desire to become a member.

It may also be noticed, in immediate connection with the point now under consideration, that a court of chancery has no power to order the exchange to issue the certificate of membership formerly held by Rogers to the complainant or its general manager, so as to constitute it or him a member. Before an applicant can become a member his application must, among other things, be indorsed by two members, and must receive the approval of at least seven members of the board of directors, voting by ballot. Members and directors of such corporations, in acting upon applications for membership, are necessarily entitled to a freedom which is not subject to judicial compulsion. No two members can be compelled to indorse an application, nor can any seven members of the board of directors be compelled to vote in its favor, but both are entitled to act upon their own judgment and according to their own choice. In other words, a court of chancery will not undertake to force upon a corporation of this character a member against the will of those whose duty it is to pass upon applications for membership.

The complainant then, not being a member of said exchange, nor entitled, either directly or indirectly, to any of the rights arising from membership therein, the question is presented whether it can complain of any of the rules adopted by the exchange for the government of the conduct of its own members, or invoke the aid of a court of equity to restrain their enforcement [pp. 227-230].

Held, it can not.
Judgment affirmed.

Sec. 183. Same. (2) Stock companies.

(A.) By subscription.

(1) Statutory contract.

See Sedalia, etc., Co. v. Wilkerson, supra, p. 459; Philadelphia Savings Institution, supra, p. 464; Coppage v. Hutton, supra, p. 469.

Sec. 184. Same. (2) Common law contracts.

1. Agreements to subscribe.

See Thrasher v. Pike, supra, p. 471; Strasburgh v. Echternacht, supra, p. 473.

2. Agreements subscribing.

Bryant's Pond, etc., v. Felt, supra, p. 474; Hudson Real Estate Co. v. Tower, supra, p. 478; Peninsular Co. v. Duncan, supra, p. 482; Tonica, etc., Ry. v. McNeely, supra, p. 491; Minneapolis Co. v. Davis, supra, p. 492.

3. Agreement with promoter.

Minneapolis Co. v. Davis, supra, p. 492; San Joaquin Land Co. v. West, supra, p. 497; West v. Crawford, supra, p. 500.

4. Underwriting.

In re Licensed Victuallers, supra, p. 502.

5. Application, allotment, etc.

In re Florence Land & Pub. Works Co., supra, p. 504.
1..

Sec. 185. Same. (B.) Transfer, see infra, p. 1654, et seq.

Sec. 186. Same. (C.) Estoppel, see supra, p. 510.

ARTICLE II. INTEGRAL PARTS.

Sec. 187. In general.

"Many aggregate corporations are composed of distinct parts, which are called integral parts, without any one of which the cor

poration would not be complete, although none of them are by themselves a corporation. Thus, where a corporation consists of a mayor, alderman and commonalty, the mayor, the alderman and the commonalty are three integral parts; but neither of them has any corporate capacity distinct from the other two, and, therefore, the mayor can not, in his political character of mayor, take in succession anything as a sole corporation; nor the aldermen, as a select body, take anything to them and their successors as an aggregate corporation. In many aggregate corporations there is one particular person, who is called the head, and who forms one of the integral parts; such is the mayor of a city corporation, and the chancellor in the general corporations of the English universities. The corporation of St. Mary's church, in Philadelphia, consisting of three clerical and eight lay members, was considered by the court to be a corporation, composed of two distinct classes or integral parts."" Angell and Ames, Corporations, § 97.

Sec. 188. Same.

"A corporation was founded by the name of Brothers and Sisters, and all the Sisters are dead, and the Brothers make lease, and held void, for then it was no corporation." Manwood v. Lovelace, Time of Queen Eliz., 6 Viner's Abr. 282, 12.

Sec. 189. Same. Directors are not integral parts.

ROSE v. TURNPIKE CO.

1834. IN THE SUPREME COURT OF PENNSYLVANIA. 3 Watts (Pa.) Rep. 46-49.

[Action of assumpsit by the Turnpike Company against Rose. By the act of incorporation a president, six managers and a treasurer were to be elected for one year and until such other officers should be chosen; and meetings were to be held on the first Monday of June of each year for that purpose, and at such other times as they shall be summoned by the managers, in such manner and form as shall be prescribed by their by-laws." The first election was held September 4, 1827; the next August 28, 1828; the next September 8, 1829, and afterward on the first Monday of June, 1830, 1831 and 1832, and suit was brought after the last date. The defendant contended that in consequence of the neglect to elect officers on the day fixed by the 17 Serg. & R. 517.

2 Statement of facts abridged. Arguments and parts of opinion omitted.

charter previous to 1830, the corporation was dissolved, and the suit could not be maintained.]

SERGEANT, J. The principle seems to be settled in England that a corporation is dissolved when an integral part is gone and the remaining parts are incapable of restoring it or of doing any corporate act. The question seems chiefly to have arisen in relation to municipal corporations composed of mayor, alderman and burgesses, instituted for the government of towns in their judicial concerns, police or trade. When these corporations have fallen into such a state by the loss of an integral part that they are incapacitated from continuing their succession or accomplishing the purpose for which they were created, the crown has treated them as dissolved and granted a new charter. To prevent the occurrence of a dissolution, when the mayor or head officer was an integral part, and there was a failure to elect, the statute 11 Geo. 1, ch. 4, was passed, providing for an election on another day.

Our corporations bear little resemblance to the English municipal corporations, either in design or constitution. The present, like many of our corporations for civil purposes, either by special act of assembly or under the act of 1791, is not a corporation composed of several integral parts. The stockholders constitute the company, and the managers and officers are their agents, necessary for the conduct and management of the affairs of the company, but not essential to its existence as such nor forming an integral part. The corporation exists per se, so far as is requisite to the maintenance of perpetual succession and holding and preserving its franchises. The non-existence of the managers does not imply the non-existence of the corporation. The latter is dormant during that time; its functions are suspended for want of the means of action, but the capacity to restore its functionaries by means of elections remains.

The total dissolution of a body politic, its political death and resolution into its original elements, would be attended with such momentous consequences that it ought not lightly to happen. Not only would it affect its property right and responsibilities, but the beneficial purposes for which it was created would be frustrated, and the community as well as individuals holding stock be injured. No class of corporations would be exempt. Whether religious, charitable or literary; whether for turnpikes, bridges, banks, insurances, canals, railroads or any other purpose, all must be embraced within the rule, and if by accident, inadvertence or design there is one omission to elect managers on the day appointed, or the election made is void, the whole edifice of the corporation falls into ruins, and can only be constructed by legislative interference; even then, perhaps, after a lapse of time, and with some doubts as to its power to revest former rights and to restore its identity. I see no reason why the company may not retain all their rights, powers and privileges, though there be a suspension of the power of action; nor why this power of action, though dormant for a time, may not be revived by a new election of 44-WIL. CASES.