traitor's or a felon's punishment, for it is not liable to corporate penalties, nor to attainder, forfeiture, or corruption of blood. It cannot be executor or administrator, or perform any personal duties. It cannot be seised of lands to the use of another; neither can it be committed to prison, and therefore cannot be outlawed. It cannot be excommunicated or summoned into the ecclesiastical courts on any account; but an aggregate corporation may take goods and chattels for the benefit of themselves and successors, which a sole corporation cannot do. In ecclesiastical or eleemosynary corporations, the King or founder may mark out the rules and ordinances they shall observe; but corporations instituted for civil purposes are only subject to the common law, and their own bye-laws not repugnant to the laws of the realms. Aggregate corporations, also, that have by their constitution a head, as a dean, warden, or master, cannot do any acts during the vacancy of the headship except only appointing another; but there may be a corporation aggregate without a head, as the governors of the Charter-house. In aggregate corporations also the act of the major part is esteemed the act of the whole. Formerly, by an express exception in the 32 Hen. 8, c. 1 (see p. 219), no corporation of any description could take a devise of lands, except by 43 Eliz. c. 4, for charitable uses, which exception was narrowed by the 9 Geo. 2, c. 36, commonly called the Mortmain Act. But as the new Wills Act (p. 220) has repealed the 32 Hen. 8, c. 1, and corporations are not excepted, they can now take lands as devisees, subject to the 9 Geo. 2, c. 36 (p. 190), and to the obtaining the crown's license to enable them to hold same (c).

Visitors of corporations.-The ordinary is the visitor of all ecclesiastical corporations; and the

DISSOLUTION OF CORPORATIONS.

113

founder, his heirs and assigns, of all lay corporations of the eleemosynary kind. As to a civil lay incorporation, it has strictly no visitor, but its abuses may be corrected in the Court of Queen's Bench (d).

The determination of a visitor is final, and is not examinable in any court (e).

Dissolution of corporations.]-A corporation may be dissolved-I. By act of Parliament. 2. By the natural death of all its members, in cases of an aggregate corporation. 3. By failure of members to the extent requisite to the validity of corporate elections according to the charter. 4. By surrender of its franchises into the hands of the King. 5. By forfeiture of its charter through negligence or abuse of its franchises, in which case the law judges that the body politic has broken the condition upon which it was incorporated, and thereupon the incorporation is void; and the regular course is, to bring an information in nature of a writ of quo warranto, to inquire by what warrant the members now exercise their corporate power, having forfeited it by such and such proceedings (f).

Particular provisions are made for the dissolution of trading corporations.

Municipal corporations.]-There are two kinds of corporation of so peculiar and important a nature as to require separate notice. These are municipal corporations and trading or joint-stock companies. Municipal corporations are regulated by the 5 & 6 Will. 4, c. 76, as explained and amended by subsequent acts. The corporate towns, or, as they are now denominated, boroughs, of England and Wales are (with certain exceptions) placed under one uniform constitution. There is to be elected

annually a mayor, and periodically a certain number of aldermen and of councillors, who together constitute the council of the borough. The council meet once a quarter (or oftener), for transaction of the general business of the borough, to make bye-laws, elect auditors and assessors, &c. The council may petition for a separate court of quarter sessions, in which case the Crown appoints a recorder, and the council a coroner and a clerk of the peace. The council cannot in general sell or mortgage the land as public stock of the borough, or demise them for more than a certain term. The rents and profits of all corporate property are to be paid to the treasurer, and applied to corporate purposes-the surplus (if any) being expended for the public benefit, whilst any deficiency is to be made up by a rate (g).

Trading corporations.]-By the 7 Will. 4, and 1 Vict. c. 73, the Queen is empowered by letters patent to grant to any company or body of persons associated for any trading or other purposes certain privileges, and by 7 & 8 Vict. c. 100, commonly called the Joint-Stock Companies Act, trading companies, when completely registered, are to be considered as completely incorporated for many purposes, but individual shareholders are to be held liable, if the corporate property do not suffice, though not after three years from ceasing to be a shareholder. By 7 & 8 Vict. c. 111, such and other like companies are to be liable to a fiat in bankruptcy, and may be dissolved (h).

CHAP. XII.

MASTER AND SERVANT.

[See 1 Black. Com. ch. 14; 2 Steph. Com. Bk. III., ch. 1.]

We have now to consider persons in the relative capacities of master and servant, husband and wife, parent and child, guardian and ward. And, firstly, of master and servant :

Servants are of several kinds. The first sort are menial servants, so called from being intra mania, or domestics living within the walls of the house. The contract or relation arises from the hiring; and if a master retains a clerk or servant (not being a menial one) generally, without expressing any time, the law construes it to be for a year, but the contract may be for a longer or shorter term. If the servant be a menial one, and there be no express agreement to the contrary, either party may determine the service upon a month's warning or upon payment of a month's wages (a). By various statutes, all single men between twelve years old and sixty, and married men under thirty years of age, and all single women between twelve and forty, not having any visible livelihood, are compellable by two justices to go out to service in husbandry, or

certain specific trades; and on every general hiring for a year, a quarter's warning must be given before the contract can be dissolved, unless upon reasonable cause, to be allowed by a justice of the peace; but they may part by consent, or make a special bargain. Justices are also empowered to determine differences arising between such labourers and their masters (b).

The second kind of servants are apprentices, who are bound by indenture, with their own consents, or by the agreement of their friends, to serve for a certain number of years in some trade, upon condition that the master shall, during the time, instruct them in his art or mystery. By several statutes the children of poor persons may be apprenticed out by the overseers, with the consent of two justices, till twenty-one years of age, to such persons as are thought fitting, who are compellable to take them; and gentlemen of fortune and clergymen are equally liable with others to such compulsion, for which purposes the statutes have made the indenture obligatory, though such parish apprentice do not execute them. By the statutes, justices have power to discharge apprentices to trades, either at the request of themselves or masters, and to direct restitution of a rateable share of the money given with the apprentice; and parish apprentices may be discharged in the same manner by the justices (c).

Another species of servants are, stewards, factors, and bailiffs, for these persons are considered by the law as servants, with regard to such of their acts as affect their masters' or employers' property. More commonly, however, they are looked on and treated as agents (d).

A master may correct his apprentice, so that it be done with moderation, but not any other servant.