The Portland daily press., 1896-03-30
WOMEN's COUNCIL.
Hon. C. #. Libby Gives an Interesting Talk
on Corporations.

The last lecture of the course of inform
al talks upon business subjects which
have been given before the Woman's
Council was given Saturday afternoon in
the Second Advent church. Hon. Charles
+. Libby was the lecturer and his sub
ject was Corporations
Mrs Margaret Z. W. Merrill presided
sorrow that had come into the life of he
vice president, Mrs. Hunt.a gracefully
introduced the lecturer Of the day. Mr..
Libby said in part:
In accepting the invitation CT the
Ladies Council to give an informal talk
on corporations have realized the diff
Guilty of the task on account of the ex-
tent of the field to be traversed and can
hardly hope to enter sufficiently into de-
tail to make the subject interesting.
A corporation is defined by Chief JUS
tice Marshall as IAN artificial being, in
visible, intangible, and existing only in
contemplation of law" 1t possesses
such powers as the sovereign power may
confer upon it. But one of its pecullari-
ties is that of perpetual succession not
affected by change of membership, and
the capacity of acting in many respects
as an individual. The word corpora
tion" is applied to widely dissimilar
classes of institutions. Thus we have cor
porations aggregate and corporations
sole; but the most important distinction
is that between public corporations and
private corporationss, both of which fall
under the denomination of "civil" cor
porations, the former being political in
stitutions created fer the purposes of OWL
governments, while the latter are volun-
tary associations and for private purposes
Among the latter are also included &C.
clesiastical and charitable corporations
The juristic conception of a corporation
dates back to the early history of oiviliza-
| tion, and in the form in which it is reoog
nized under the English law has It's
source in the Roman or Civil law, al
| though it is claimed that the Romans de-
rived it from the earlier Greek jurispru-
| dence.
| In the brief time permitted me I can
only consider some Of the salient features
of the law of corporations, such as are
created for variety of purposes, and for
| pecuniary gain to members composing
them, such as banking, insurance, rail-
roads, canal, manufacturing, and other
| business corporations Membership in
public corporation is generally dependent
upon residence within certain territorial
| Limits. Mem bership iu a private corpora
| tion primarily exists by virtue of accept
| ing the provisions of charter or by COM
plying with the rules governing its mem
bership aud more particularly relating to
| ownership of stock.
| Public corporations have only such
powers and inmunities as are conferred
upon thom by the legislature, and re-
main always subject to legislative oon-
troll. AS governmental agents, they are
not liable to suit on the part of private
| individuals, unless the right OF action
has been conferred by the legislature, ex-
cepting such matters as they act as pri-
| gate individuals in relation to property
owned by them and not devoted to gov
ernmental uses. An illustration of this
popularity of public corporations Is
shown in the limitations.which are placed
| by the legislature upon the right of prj-
vate individuals to bring suit on account
of injuries received from defects in nigh
ways. Certain preliminary conditions
must in all cases be satisfied before such
suit can be maintained. and the legisla-
ture has seen fit in many cases to limit
| the amount that can be recovered In such
suits AS illustrating this point further.
the courts have decided that the driver
of steam fire engine used for fire pur-
| poses, who conducts his engine SO un-
skillfully as to do damage to persons up
on the higwhay, does not make the city
| liable for his acts, as, in maintaining
this department., the city Is performing
simply governmental duty, and while
the driver may be liable for his tort, the
city as principal is not liable unless such
liability has been imposed by the legisla-
ture. The legislature may also subdivide
munici palities without the consent of
the Inhabitants, OF abrogats municipal
charters, as the sovereign power having
control of municipal agencies, may de-
termine in It's own discretion, their ex-
tent, franchises, etc.
The source of ali corporate authority is
| = x,sr aAf ftn Cfofn nd ho
tendency Of modern life is nowhere more
shown than Ia ths disposition to establish
general laws for uhe creation of private
corporations, rather than by granting
| special charters.
Mr.. Libby continued at length dsfln-
ing the scope of private and public cor
porations. rights and privileges, rights
Of majority and minority stockholders,
liability of stock holders, methods of Or
ganization, with especial reference to the
statutes of the stats of Maine whose poll
cy, which the speaker said he approved,
was one of libsrality to corporations, say
ing to the public, You must investigate
and examine into the standing and credit
of corporations as you would in dealing
with private individual, and upon your
own Judgment act.
Mr.. Libby spoke for over an hour and
held the closest attention of the audience.
giving remarkably clear and compre-
hensive lecture upon subject SO vast in
its scope.
These were some of the questions the
ladies asked:
Why is the amount of property which
charitable organizations are allowed to
hold limited Dy the state?
Why do people from other states come
here to organizef
Are there any restrictions on the bish-
ops of the churches at corporation salei
What causes the tendency Of firms OF
the present day to incorporate?
Why is it that men will do some dis
honorable things in corporations which
they would not stoop to do in private
business?
All of these questions were answered