multiform duties which are confided to their agency and management, requiring the delegation of corresponding powers and provisions for their execution. Some of these powers are civil or political, and not peculiar to the people of the municipality; others are purely local, of which some concern all the inhabitants and some affect only, or mainly, the property owners, on whom, exclusively, the burden of their exercise, or administration, falls. In the ordinary municipal charters, the essential differences between these powers have not been regarded, and, in consequence, adequate checks upon their abuse have not been provided.

The general right of suffrage will remain, and, in the author's judgment, ought to remain as extensive in the municipality as in the state, and all schemes of municipal reform based upon restricting it are simply impracticable. But if special or extra-municipal powers be granted, not affecting civil, political, or other rights which concern all, but which involve directly the expenditure and payment of money, it is but just that the project should be required to have the support of a majority of those who must pay the expense.

No small proportion of corruption and abuse in municipalities has had its source in their authority to make public and local improvements. The power is usually conferred without sufficient care, and the rights of the property owners .(often made liable for the whole cost of the improvement or amount of the expenditure) not sufficiently respected and guarded.

As it is the part of wisdom to organize municipal corporations under general laws, so that defects and abuses, being generally seen and felt, will be the more speedily and better remedied by the legislature, so municipal corporations should be shorn of the power to grant special privileges, except under ordinances, general in their character, and which, on equal or fair terms, will make them available to all.

The courts, too, have duties, the most important of which is to require these corporations, in all cases, to show a plain and clear grant for the authority they assume to exercise; to lean against constructive powers, and, with firm hands, to hold them and their officers within chartered limits.

But with all the drawbacks we have mentioned (many of

which are remediable) our system of popular municipal organization and administration is, beyond controversy, the fairest to the individual citizen, and, on the whole, the most satisfactory in its operations and results of any that has yet been devised. Any other conclusion would be equivalent to admitting that the people are incapable of enlightened selfgovernment; that holders of property ought alone to be respected, and alone be endowed with political and municipal rights; that the few should govern the many, and that our representative system, the flower of modern civilization, based upon the equal right of every man to a voice in the local and general government, is a failure. It is not improbable that we sometimes over-estimate the shortcomings in the practical workings of our municipal system, for the system is an open one, in which all are interested to bring its abuses into the light of day. The fine observation of Lord Bacon fitly applies: "The best governments are always subject to be like the fairest crystals, wherein every icicle or grain is seen, which in a fouler stone is never perceived."

CHAPTER II.

CORPORATIONS DEFINED AND CLASSIFIED.

§ 9a. A corporation is a legal institution, devised to con fer upon the individuals of which it is composed powers, privileges, and immunities which they would not otherwise possess, the most important of which are continuous legal identity and perpetual or indefinite succession, under the corporate name, notwithstanding successive changes, by death or otherwise, in the corporators or members of the. corporation. It conveys, perhaps, as intelligible an idea as can be given by a brief definition to say, that a corporation. is a legal person, with a special name, and composed of such members, and endowed with such powers, and such only, as the law prescribes. The most accurate notions of complex subjects come not from definition, but description; and in the course of the present work we shall describe the class of corporations with which it deals, by their creation, constitution, faculties, powers, duties, liabilities, and purposes. Some of the definitions and deductions in the earlier reports amuse by their quaintness, but are without much practical value. "As touching corporations," says Lord Coke, "the opinion of Manwood, chief baron, was this: that they were invisible, immortal, having no conscience or soul; and, therefore, no subpoena lieth against them; they cannot speak, nor appear in person, but by attorney.""

Chief Justice Marshall's description of a corporation is remarkable for its general accuracy and felicitous expression : "A corporation is an artificial being, invisible, intangible, and existing only in contemplation of law. Being the mere creature of the law, it possesses only those properties which the charter of its creation confers upon it, either expressly or as incidental to its very existence. These are such as are supposed to be best calculated to effect the

2 Bulst. 233; Willc. Corp. 15.

object for which it is created. Among the most important are immortality [in the legal sense that it may be made capable of indefinite duration], and, if the expression may be allowed, individuality-properties by which a perpetual succession of many persons are considered as the same, and may act as a single individual. They enable a corporation to manage its own affairs, and to hold property without the perplexing intricacy, the hazardous and endless necessity of perpetual conveyances for the purpose of transmitting it from hand to hand. It is chiefly for the purpose of clothing bodies of men, in succession, with these qualities and capacities, that corporations were invented and are in use. By these means a perpetual succession of individuals are capable of acting for the promotion of the particular object like one immortal being." Thus, though the members change, the corporation itself remains, in its legal personality, the same, all of its members, past and present, constituting, in law, but one person, in the same manner as the Thames, or the Mississippi, is still the same river, though the parts composing it are constantly changing.' The above observations are, in general, applicable to all corporations, private as well as public and municipal.

§ 9b. Municipal corporations are bodies politic and corporate of the general character above described, established by law, to share in the civil government of the country, but chiefly to regulate and administer the local or internal affairs of the city, town, or district which is incorporated.'

'Dartmouth College v. Woodward, 4 Wheat. 636, 1819. Other definitions: 4 Black. Com. 37; 1 Kyd Corp. 13; Grant Corp. 3, 4; Angell & Am. Corp. sec. 1; Glover Corp. 3, 6. Willcock declines to define, but describes corporations: Munic. Corp. 15. The last author observes that " A corporation continues the same body politic from its creation to its dissolution, unaltered by the revolution of ages or the successive changes of its members, so that it is unnecessary to make grants to them and their successors, or to declare their obligations binding on their successors." Ib. 16; Glover, 8; Grant, 5; 7 Vin. Abr. 358, 363.

3"A pody politic," says Lord Coke, "is a body to take in succession, framed as to its capacity by policy, and therefore is called by Littleton (sec. 413) a body politic; it is called a corporation, or body corporate, because the persons are made into a body, and are of capacity to take, grant, &c., by a particular name. Viner's Abr. Corp. (a 2). A municipal corporation is also

Like other corporations, they must be created by statute. They possess no powers or faculties not conferred upon them, either expressly or by fair implication, by the law which creates them, or other statutes applicable to them. Persons residing in or inhabiting a place to be incorporated, as well as the place itself, are both the persons and the place-indispensable to the constitution of a municipal corporation. Artificial succession, also, is of the essence of

such a corporation. Municipal corporations are created and exist for the public advantage, and not for the benefit of their officers or of particular individuals or classes. The corporation is the artificial body created by the law, and not the officers, since these are, from the lowest up to the councilmen or mayor, the mere ministers of the corporation. Even the council, or other legislative or governing body, constitutes, as it has been well remarked, neither the corporation, nor in themselves a corporation.' It is quite impossible, in any brief space, to convey an adequate idea of the exact nature and properties of a municipal corporation. There is nothing in the law more complex and abstruse. Although the inhabitants of a place be incorporated, they do not constitute the corporation; neither, as we have just observed, is it constituted by the governing body. Notwithstanding Mr. Kyd's criticism, the corporation is invisible, for, although we may see all the inhabitants, or all of the officers, we do not see the legal body which makes the corporation as we see an army; but this is a property common to all corporations. An additional complexity in municipal corporations arises out of the various and diverse powers usually conterred, giving them an extremely composite character. The primary and fundamental idea of a municipal corporation is an agency to regulate and administer the internal concerns of a locality in matters peculiar

defined to be "An investing the people of a place with the local government thereof." Salk. 183. "This latter description," says Mr. Justice Nelson, in the People v. Morris, 13 Wend. 325, 334, 1835, "is the most appropriate, and is justified by the history of these institutions, and the nature of the powers with which they were, and are, invested." It is also quoted by Campbell, C. J., in the People v. Hurlburt, 24 Mich. 44, 1871. Reg. v. Paramore, 10 Ad. & El. 286; Reg. v. York, 2 Q. B. 850; Grant, 357; Glover, 4; Harrison v. Williams, 3 Barn. & Cress. 162.

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