The times dispatch. [volume] (Richmond, Va.) 1903-1914, 1903-07-17

ration and Its members. as well as the
conduct Of the former In many respects.
are defined in what are known as bylaws.
These are in the nature OF private
statutes enacted for its own government
by the corporation. and are binding upon
all concerned. provided they are con-
sistent with the laws Of the land. the
charter, and are not unreasonable in
themselves.
The body OF corporation Is exempt
also from change OF residence. Its youth
and vigor are perpetuated by a succession
OF fresh managers. while its funds can
neither become legally diverted frcx11 Its
business nor be withdrawn by personal
qualification or necessity. Its succession
Of members is kept UP by the shares of
stock being transferred from one person
to another. very simple matter.
The instrument or statute OF incorpora-
ton is known as the charter. This enact
ment constitutes the law OF its being.
Every corpora ton possesses one, and
must abide by 1t. Upon desiring to know
what a given corporation may or must
or is not permitted to DO, consult that docu-
ment; for 1t may do only those things
which are expressly or by Implication al
lowed by It's charter, restrictive In many
directions. Thus railroad corporation
would hardly be permitted to engage In
UuSlueSS, VI q UdIh III IdLu.
facture. And so on. In Virginia, 1t may
not hold more real estate than is proper
for the purpose of its Incorporation.
In this connection. we sometimes hear
the expression. ultra yires." which sig
miles what IS beyond the scope Of Its
powers. Ultra wires acts of corporations
are void.
Up to this point the writer has had in
mind and endeavored to have his Ian
guage apply to corporations Of every de-
scription. 1t Is now desired to exclude
from consideration all public corporations,
which are those having for their object
municipal government, or which belong
wholly to the government, as well as all
religious. educational and charitable In
stitutions, and give attention particularly
to those corporations which are estab-
llshed in our midst for commercial pur-
poses. In order to have created a corpo-
ration OF this latter kind. the persons
interested, any three or more, except In
the case of railroad. canal and turnpike
companies. where 1t is FIVE. may proceed
to draft a paper to be duly signed and
acknowledged, setting forth the name
by which they desire the proposed corpo-
ration to be known. its purposes and
chief business. the amount OF capital it
is proposed to be paid in. and how divided
into shares. the amount of real estate In
tended to be held, together with the
names and residences of the officers for
the first year of the company, and such
other particulars as they may desire to
include, which document Is to be present.
ed to the proper court. for certain infor-
nation to be endorsed thereon. thence
going to the State Corporation Commits
sion, who grant or refuse incorporation in
accordance with general law, Whereupon.
t,o ha erran fad the said
ment is recorded In various places and
finally lodged with the State Corporation
Commission. Thenceforth the certificate
Is become the charter and another corr
poration makes its debut, possessed OF all
the general powers, and subject to all the
general restrictions. provided by law.
The amount Of capital proposed to be
paid In, which may be in money or other
thing. Is called capital stock. A share OF
stock is right to partake In the surplus
profits OF the concern to an extent equal
to the proportion which such share bears
to the whole capital stock.
A few OF the reasons which influence
parties to form a corporation. rather than
a partnership or voluntary association,
have been already mentioned, The great
est. perhaps. is yet to be noticed. and
consists In the limited degree Of per-
sonal responsibility incurred. 1t Is thought
ralr TO presume nat lew OF tne great
enterprises of the country would be un.
tdertaken were the individuals interested
to be burdehed with unlimited personal
liability for failure or misfortune We
have this unlimited personal responsibility
In the case OF general partners and. al
though modification is provided for In
relation to so-called Special" partners
and what are known as limited" part
nerships, yet the corporation alone affords
practical opportunity to the shall Investor
to safely participate In the fruits of large
enterprise. few shares of stock are
bought, let us say. II the corporation be
successful In Its business, the buyer OBJ
tains his proper dividend OF profits, If;
failure or Disaster overtakes 1t, while he
may, indeed lose the property which has
been thus invested, there his liability
ceases. The big creditors OF the CORPORA
ton may not swoop down upon his pri,
yate fortune, as in the case Of. general
partners.
AS intimated IN previous statement.
corporation has no legal existence out
side Of the sovereignty which created it,
This does not, however, prevent its exist.
ence within its own State from being rec
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