hospital a name, he does it only as
godfather; and by that same name the king baptizes the incorporation[x].
[Footnote u: 10 Rep. 122. [Transcriber's Note: Footnotes v and u are
in this order in the original.]]
[Footnote w: Gilb. Hist. C.P. 182.]
[Footnote x: 10 Rep. 28.]
II. AFTER a corporation is so formed and named, it acquires many
powers, rights, capacities, and incapacities, which we are next to
consider. Some of these are necessarily and inseparably incident to
every corporation; which incidents, as soon as a corporation is duly
erected, are tacitly annexed of course[y]. As, 1. To have perpetual
succession. This is the very end of it's incorporation: for there
cannot be a succession for ever without an incorporation[z]; and
therefore all aggregate corporations have a power necessarily implied
of electing members in the room of such as go off[a]. 2. To sue or be
sued, implead or be impleaded, grant or receive, by it's corporate
name, and do all other acts as natural persons may. 3. To purchase
lands, and hold them, for the benefit of themselves and their
successors: which two are consequential to the former. 4. To have a
common seal. For a corporation, being an invisible body, cannot
manifest it's intentions by any personal act or oral discourse: it
therefore acts and speaks only by it's common seal. For, though the
particular members may express their private consents to any act, by
words, or signing their names, yet this does not bind the corporation:
it is the fixing of the seal, and that only, which unites the several
assents of the individuals, who compose the community, and makes one
joint assent of the whole[b]. 5. To make by-laws or private statutes
for the better government of the corporation; which are binding upon
themselves, unless contrary to the laws of the land, and then they are
void. This is also included by law in the very act of incorporation[c]:
for, as natural reason is given to the natural body for the governing
it, so by-laws or statutes are a sort of political reason to govern
the body politic. And this right of making by-laws for their own
government, not contrary to the law of the land, was allowed by the
law of the twelve tables at Rome[d]. But no trading company is, with
us, allowed to make by-laws, which may affect the king's prerogative,
or the common profit of the people, unless they be approved by the
chancellor, treasurer, and chief justices, or the judges of assise in
th
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