The Kimball graphic. (Kimball, Brule County, Dakota [S.D.]) 1883-1905, 1884-11-07
The Law Of Corporations

SoAPOA"oiO hi concern
created by law, and empowered to do
certain specific things.
1t is like a partnership, and both are
commonly called companies, but they
are really very different.
Each partner in q firm is liable for
all the debts of the firm, while q stock
holder in most corporations of the pres
emit day, formed under the principle Of
limited liability, o only lose what he
puts in.
A member of a corporation cannot
make q bargain for it, but one partner
can bind his firm.
A corporation a only do such busi-
ness, and make such contracts, as its
charter allows, while a firm can do all
kinds of business.
While a corporation may not do bus
mess outside of the limits Of its charter.
some discretion is permitted.
A glass manufacturing company NAV
buy glass of another company to sell
again, at q profit. A ferry boat COM
pany, having an extra boat, may rent il
to another company.
A fire insurance company, however,
cannot go into life insurance, nor can q
railroad company 60 into the banking
business, or run o stage line.
They q make such c~antracts only
as are really adapted to the object stat
ed IN theircharter.
When o corporation has made con-
tract that it had no right to make, il
may refuse to fulfill its part to the agree
ment ven when it has received the full
advantage of it.
For example, il q mining company
should hire men to build q railway, Il
could refuse to pay for the road after
it wa built. The rule oflaw WAS prob
ably in the mind of the old law writer
who said that 20 CORPORATION hath Meth.
or q body to be kicked nor . soul to be
lost"
Corporations make their bargains
through such officers as they authorize.
This power is given either BY the char.
ter or by q vote Of the stock-holders.
The seal OF the company must be at
tached to its contract, since the seal il
considered by the law as the signature
of the corporation.
There is another kind of corporation.
States, countries, cities. towns and
school districts are called quasi or muni-
cipal corporations. They are not al
ways chartered, but are recognized az
corporations.
Their powers are limited to making
and performing agreements that pro-
mote the welfare of the people.
They can erect public buildings, and
appoint public officers with salaries.
But they cannot buy land IN s~peculass
ton, nor can they build theatres or
places OF amusement.
In Massachusetts, cities can celebrate
Independence Day. but towns are not
allowed to spend money on fireworks
for that day.
During the Civil war towns we're not
able to pay the men who enlisted in tho
army, until q law wa made to permit
it. &1
Municipal corporations cannot make
contracts for the benefit Of private per-
sons. For example, towns often vote
to exempt . man from taxation, il ha
will set up Q factory in their place.
This vote does not bind the town. A
still harder case occurred at the time Of
the great Boston FIRE in 1879. "A law
was made allowing the city to lend
money on mortgage to owners Of land
In the burnt district. The law was de-
clared unconstitutional, and the city
was ordered moi to lend its money.
Corporations are strictly confined "a
the objects of their charters in order to
prevent them from becoming too pow
erfus for the safety i'll the public.