from interruption
for their accomplishment. For instance, no one would dare to assume
personal responsibility for the debts of a railroad, nor could such an
enterprise be managed if every transfer of interest dissolved the company.
The desired limitation of responsibility and facility of transfer of
interest are secured by the formation of _corporations_.
Nature.--But responsibility there must be, or the combination could
transact no business. And responsibility depends upon personality--a
_thing_ cannot be held responsible. As this personality does not exist
aside from the persons of those uniting their resources, it must be
created. The creative power is the legislature. The personality created is
the corporation. [Footnote: From the Latin _corpus, corporis,_ a body.] A
corporation is, therefore, an artificial or fictitious person, created
under general law or by a special act of the legislature, [Footnote: This
special act defining the powers and duties of the corporation is called
its _charter_.] and capable of acting within prescribed limits as if it
were a natural person, but beyond those limits incapable of acting at all.
Management.--The persons who contribute to the capital of the corporation,
or company, receive certificates of stock, that is, pieces of paper
certifying that said persons own so many shares in the company. The
capital, be it remembered, is the property of the corporation, not of the
individuals. The number of these stockholders may be large or small, a
dozen or a thousand. The general management of corporate business is
necessarily entrusted to a small number of persons called directors. These
are elected by the stockholders, each share having one vote. The directors
select from their own number a president, a secretary, and other necessary
officers. These persons and the other agents of the corporation carry out
the policy determined upon by the directors.
Why Limited in Powers.--The question suggests itself, Why can a
corporation do only certain things? The most obvious answer is, that this
is consequent upon its mode of creation. Being a creature of the
legislature, it can have only those powers which are specifically or
impliedly granted to it. But pushing the matter farther, it may
pertinently be asked, Why doesn't the legislature endow it with power to
do anything that may properly be done by a natural person? Two reasons, at
least, appear. First, from the corporation's standpoint, i
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