In the United States, and in Pennsylvania, corporations can only exist by the common law, or by virtue of legislative authority. This authority, however, may be exer must be through the degenerating influence of a blunted morality. In the third Philippic Demosthenes said: "But what is the cause of the mischief? There must be some cause, some good reason, why Greeks were so eager for liberty then, and now eager for servitude. There was something, men of Athens something in the hearts of the multitude then, which there is not now, which overcame the wealth of Persia and maintained the freedom of Greece, and quailed not under any battle by land or sea, the loss whereof has ruined all and has thrown the affairs of Greece into confusion. What is this? Nothing subtle or clever; simply that whoever took money from aspirants for power, on the corruptors of Greece, were universally detested; it was dreadful to be convicted of bribery. . . . But now all such principles have been sold in open market; and those imported in exchange, by which Greece is ruined and diseased-what are they? Envy when a man gets a bribe, laughter if he confesses it. Mercy to the convicted, hatred to those that denounce the crime-all usual attendants upon corruption." The language of the late Justice Miller in a comparatively recent case in the United States court refers to the same principles. In a republican government, like ours, where political power is reposed in representatives of the entire body of the people, chosen at short intervals by popular elections, the temptations to control these elections by violence and by corruption is a constant source of danger. Such has been the history of all republics, and, though ours has been comparatively free from both these evils in the past, no lover of his country can shut his eyes to the fear of future danger from both sources. If the recurrence of such acts as these prisoners stand convicted of are too common in one quarter of the country, and give omen of danger from lawless violence, the free use of money in elections, arising from the vast growth of recent wealth in other quarters, presents equal cause for anxiety. Ex parte Yarbrough, 110 U. S. 666. To suggest a remedy is not beyond the capacity of most men, but to apply one in the face of the present state of the division of power is another question. The corporations are created by law; the future creation of them should, like the naturalization of aliens, be hedged about by every safeguard and limitation put upon their period of existence and power to hold property. While it may have been wise to be extremely liberal in the granting of public franchises, the danger point has been passed and the private corporations should no longer be permitted to do, even under public supervision, what the public can as well perform, and lighten the burden of the people at large. cised by a power delegated by the legislature; as has been done, in this commonwealth,' with regard to churches. Upon the same principle, the king, in England, may communicate to a subject the power of erecting corporations, and may permit him to name the persons of whom they shall be composed, and the authority which they shall enjoy. Still, however, it is the king, who really erects them; the subject is only his instrument; and the act of the instrument becomes the act of its mover, under the well-known maxim, "qui facit per alium, facit per To every corporation a name must be assigned; and by that name alone it can perform legal acts.3 When a corporation is duly established, there are many powers, rights, and capacities, which are annexed to it tacitly and of course. Under the present system public franchises are the instruments of enriching individuals at the public expense, or by what amounts to the same thing, permitting the exaction of a charge for services largely in excess of the cost, and allowing the profit to become the property of the individual. Thus the infant industry, which was to serve and enrich the people, exacts tallage from them, corrupts their representatives and makes fat the individual managers, very frequently profiting nothing to the shareholders. What with watered stock and manipulated markets, the history of our corporations dealing with the public is rank with corruption. The whole course of the development of these institutions is strewn with the wrecks of great men, who by their talents might have become high in the ranks of statesmen, but have fallen under the blight of the corrupting influence of these unnatural children who despoil those who create them. "What shall it profit a man ?" The facts connected with the corporation problem are very ably presented by Wm. W. Cook in a little work bearing that title, which derives additional value from the fact that he is the author of a very able legal treatise upon corporation law, and is a corporation lawyer of high standing and a very wide reputation. The writings of Professor Richard T. Ely are full of valuable facts and interesting views upon this question.] 13 Laws Penn. 40. 2 10 Rep. 33 b. 1 Bl. Com. 474. 3 10 Rep. 122. It has perpetual succession, unless a period of limitation be expressed in the instrument of its establishment. This succession is, indeed, the great end of an incorporation; and, for this reason, there is, in all aggregate bodies politic, a power necessarily implied of illing vacancies by the election of new members.1 The power of removing any of its members for just cause, is a power incident to a corporation. To the order and good government of corporate bodies, it is adjudged necessary that there should be such a power.2 Another and a most important power, tacitly annexed to corporations by the very act of their establishment, is the power of making by-laws. This, indeed, is the principal reason for erecting many of the bodies corporate. Their nature or their circumstances are peculiar; and provisions peculiarly adapted to them cannot be expected from the general law of the land. For this reason, they are invested with authority to make regulations for the management of their own interests and affairs. These regulations, however, must not be contrary to the overruling laws of the state; for it will be remembered, that these smaller societies, though moral persons, are not in a state of natural liberty. Their private statutes are leges sub graviore lege. "Sodales, legem quam volent, dum nequid ex publica lege corrumpant, sibi ferunto," is a rule as old as the twelve tables of Rome.4 The general duties of every corporation may be collected from the nature and design of its institution: it should act agreeably to its nature, and fulfil the purposes for which it was formed. But corporations are composed of individuals; those individuals are not exempted from the failings and frailties of humanity; those failings and frailities may lead to a 11 Bl. Com. 475. 3 Ld. Ray. 498. Hob. 211. 1 Bl. Com. 475. 21 Burr. 539. deviation from the end of their establishment. For this reason, as has already been observed, they ought to be inspected with care. The law has provided proper persons with proper powers to visit those institutions, and to correct every irregularity, which may arise within them. In England, it has, by immemorial usage, appointed them to be visited and inspected, in the court of king's bench, according to the rules of the common law. We have formerly seen,2 that the powers of the court of king's bench are vested in the supreme court of Pennsylvania. ensues. A corporation may surrender its legal existence into the hands of that power, from which it was received. From such a surrender, the dissolution of the body corporate An aggregate corporation is dissolved by the natural death of all its members.3 By a judgment of forfeiture against a corporation itself, it may be dissolved but not by a judgment of ouster against individuals. God forbid such is the sentiment of Mr. Justice Wilmot 1____ that the rights of the body should be lost or destroyed by the offences of the members. Suffice it to have said thus much concerning corpora tions, or subordinate societies established within the society at large. 1 Id. 481. $3 Burr. 1867. 2 Ante, p. 97. • Id. 1871. CHAPTER XI. OF CITIZENS AND ALIENS. LET us proceed to investigate still farther the component parts of which civil government and all its subordinate establishments consist. They consist of citizens. 1 I have already observed that the social contract is a contract of a peculiar kind; that when correctly analyzed, it is found to be an assemblage of agreements equal, in number, to the number of individuals who form the society; and that, to each of those agreements, a single individual is one party, and all the other individuals of the society are the other party.2 The latter party I have considered heretofore; and have called it the people. The former party I am now to consider; and, in order to avoid confusion, I call it, in this discussion, the citizen; and when I shall have occasion to refer to more subordinate agreements than one, I shall call the individuals, parties to them, by the name of citizens. I know that the term citizen is often applied to one of the more numerous party-to one of the people and I shall be obliged to take the description of a citizen from the character which he supports as one of the people. But 1 Ante, p. 168. 2 This raises again the question who are the people, and illustrates the consequences which flow from an erroneous assumption of a first principle. See Appendix. Note A. |