or more Heads are and may be Incorporated by the names of the Master or the Guardian of the Hospitall of c. The Master and Assembly or Convention of the Hospitall St. Mary of B. The Master and Brethern of c. 5. A Corporation may have Of two Names two Names or be Incorporated with a power to sue and be sued by one Name and to grant and purchase by another Name 6. A Corporation may change its name it may be Incorporate at the first by one name and it may afterwards by another Charter be Incorporated by another name And this without any prejudice at all to themselves or others onely if they be sued or sue give or take care must be had it be by their New or last name SECT V. In what place a Corporation may be made 4. THe place there must be a place certain where to fix and bottome the Corporation As for a Corporation of a City Town or Parish The City For a City or village of New-Sarum in the County of Wilts The Burrough and Village of Malmsbury in the County of Wilts The Village of Maiden-head in the County of Berks. The Town and Parish of Leeds in the County of York The honest persons now exercising the Trade of c. within the Town and Burrough of G. For a Colledge or Hospitall For a Colledge or Hospital A house in Oxford called D. wherein one T. S. now dwelleth and whereof T. S. hath an Estate in Fee The house called Charter house lying within the Parish of K. in the City of London A parcel of ground called the Savoy lying within the Parishes of St. Clemens and St. Mary le Strand c. and the like And it is usual also and safe in this case for a Town or Village to describe the Limits of the Corporation and how far it shall extend it self And yet we read of very many grants of Corporations allowed to be good that were not so exactly described and ascertained as The Hospital of St. Lazer of Ierusalem in England Masters of the Knights of the Temple and their brethren of the Temple of Ierusalem in England And the like Coo. 10. 32 33. But the safe way is to describe the place truly and certainly as it is SECT VI. By what words a Corporation may be constituted IF it be constituted and made 5. Apt words of Constitution by Charter there must be apt words therein for the making thereof which are the words commonly used in Charters for this purpose For a For a City or Village Town or Village That the same Town or Village and all the Inhabitants thereof be in Deed and Law one body perpetuall Cominalty or Corporation and Incorporated by the name of c. Or thus That the said Town of B. be and remain for ever a free Town of it self And that the said Warden c. and their Successours for ever be and shall be as now they are one body c. Or thus That the said Burrough and Village of M. in the County of W. be from henceforth and shall be a free Burrough Corporate in thing deed and name of a Mayor and Burgesses of the Burrough and Village of M. in the County of W. And that the Mayor and Burgesses of that Burrough and Village be from henceforth one Cominalty or Body Politick in deed and name for ever by the name of c. And for a Colledge or Hospital For a Colledge or Hospital thus That the Hospital of the said City commonly called c. and the poor people thereof be and from henceforth and for ever shall be governed and ruled by the Mayor and Burgesses of the said City and their Successours And that the said Mayor and Burgesses and their Successors be shall be Masters and Governours thereof And that the said Mayor and Burgesses together with the poor of the said Hospital for the time being shall be from henceforth and for ever hereafter continued and remain one Body Politick c. by the name of the Masters and poor people Or thus That the said Governours of c. shall be incorporated and have a perpetual succession for ever in deed fact and name by the name of c. And there is no necessity that there should be the words Fundo Erigo or Stabilio used for the Erection of the Corporation in any case but it may be done by other apt words also All these 5 things every Charter by which any Corporation is well made must have within it For the further Illustration of all these things we shall give you some Examples and Presidents of Charters allowed by Law to be good The Act of Parliament prepared for Sutton's Hospital did give him power first of all to build such a house in such a place for such an use and end for poor people a Preacher and School-master And that the same should have such a name certain That such men therein named and those whom he during his life and that the greater part of them after his death should choose in their Rooms should be alwayes Governours thereof That the Governours and the Hospital should be incorporated by such a name Give and Grant Sue and be sued c. receive and hold for ever the Mannors and Lands in the Act named have and change their seal That he for his life and afterwards the Governours should place and remove Officers and poor people visit the same Hospital make Ordinances for Government thereof not Repugnant to the Lawes in force Stat. 7 Iac. The Charter for Sutton's Hospital by which it was erected did first license him to found an Hospital in such a place to appoint the Governours thereof gave power to those Governours to place and displace Officers and others and order all things Afterward did grant and ordain That there should be 16 persous named in the Charter and the Master of the Hospital for the time being and their Successours alwayes Governours hereof That they should choose their Successours And that those 16 persons and the Master should be incorporate choose new Governours Officers Schollers poor and make Orders and Ordinances not repugnant c. And did licence them to hold Lands in Mortmain Edw. 6. declared That Bridewell Hospital of Ed. 6. in London in London should be an Hospital And for this end by his Letters Pattents willed and ordained That the said Hospital when it should be erected and established should be called The Hospital of Ed. 6. King of England of Christ Bridewell and of St. Tho. the Apostle for ever And that the Mayor Comminalty and Citizens of the City of London should be Governours c. And that they should be for that purpose a Body Corporate by the name of the Governours of the Possessions c. Coo. 10. 31. King H. 8. granted by his Colledg of Physitians Letters Pattents to divers Physitians then being by name That they and all men of
so any man might for twenty years after the making of the Act of 39. Eliz. Ch. 5. have built an Hospital or House of Correction for twenty years after the Act of 39. Eliz. and had it Incorporated without How a Corporation may be claimed and had Licence of the King 3. By prescription That which hath been and continued time out of mind a good Corporation and hath had all the By Prescription Incidents and Badges of a good Corporation shall continue so albeit they cannot shew any Charter for it For this doubtlesse was by Charter at first the which hath been since lost But they that will have a Corporation by this Title must have all the necessary Requisites to a good Corporation in their prescription 4. By Charter or Letters Patents of the Kings And so most By Charter of the Corporations have been made And so they may and must be made at this day or by Act of Parliament And so by Charter the Lord Protector may make what Corporation he pleaseth and without this none can be Erected at this day And so he may erect a Corporation or Society of Marchants or other Trades-men for the better Government of their Trade or any other Corporation he pleaseth to make observing herein the Rules by Law layd down And by Charter the Lord Protector may make many Corporations in one Town as in the Corporation of the City of London and many other places they have as they may have many lesser Corporations within it And so many Corporations may be in one place but they must all be made by Charter of the Lord Protector For one Corporation cannot make another Corporation much lesse may it make many Corporations out of it self Coo. 10. Suttons Hospitall's case Stat. 39. Eliz. 5. SECT III. Of the Persons to be Incorporated 2. THere must be persons to be Incorporated and as to this point these things are to be known 1. In the case of a City Burrough In a City or Village c. Town Village or Parish Incorporated The Citizens and Inhabitants or the Citizens Burgesses and Inhabitants or The Inhabitants or The Inhabitants and good people of the place Or the whole City Town Burrough or Village may be Incorporated 2. Or a part of the City as the Burgesses of the Burrough or the Free-men of the City onely may be Incorporated 3. Trades-men of the City or the men of such a Trade only in the Town may be Incorporated 4. The Head Officers and Governours only chosen and to be chosen from time to time in the place may be Incorporate 5. In the case of Colledges the In Colledges persons Incorporated may be either the Governours alone as Masters and Fellowes and the like or the Governours and Governed together as Masters Fellowes and Schollers of the Colledge 6. In case of Hospitalls and In Hospitals and Almes-houses Almes-houses the persons Incorporate may be the Governour or Governours as Masters or Guardians or Masters and Guardians or them and the rest of the Officers and poor as the Founder shall desire and the Lord Protector grant it 7. A Corporation may be made up of natural persons or it may be made up of persons or bodies incorporate and political And so a New or another Corporation may be granted to an old Corporation or body politick So Ed. 6. granted to the Major and Cominalty of London the House called Bridewell to be an Hospital And that the same Major and Cominalty should be Governours thereof and Incorporated by the name of the Governours of the possession of the Revenue and goods of the Hospital c. The persons Incorporated in Suttons Hospital were the Governours thereof only In the case of the Colledge of Physitians in H. 8. his time the Physitians named and all others of that profession of and within the City of London were the persons Incorporated H. 7. 10. Broo. Corporations throughout Coo. 10. the case of Suttons Hospitall SECT IV. By what Names such persons may be Incorporated THe third thing required to the essence of a Corporation is that it be constituted and made by apt words not that there are any certain words for Corporations for they may be made by almost any intelligible words importing the matter intended And as to this these things are to be known 1. That Cities Town-ships and Villages may be and are In a City or Village Incorporated some by one and some by another name Some by the name of Major and Cominalty of c. in the County of G. Some by the name of the Major Bayliffs and Cominalty of c. Some by the name of the Major Aldermen and Cominalty Some by the name of Major Aldermen and Common-Councel Some by the name of Major Citizens and Cominalty Some by the name of the Major and Aldermen Some by the name of Major and Burgesses Some by the name of Major and Bayliffs Some by the name of Bayliffs and Burgesses Some by the name of Bayliffs and Sheriffs Some by the name of Citizens Some by the name of Citizens and Cominalty Some by the name of Cominalty onely Some by the name of Citizens and Burgesses Some by the name of Burgesses Some by the name of Aldermen Bayliffs and Sheriffs Some by the name of the Burgesses Citizens and Cominalty Some by the name of Master and Wardens Some by the name of Master and Brethren Some by the name of the Major Sheriff and Citizens Some by the name of the Major and Sheriff Some by the name of the Warden Burgesses Bridg-Masters and Cominalty Some by the name of the Inhabitants or good men or the men of date And some by other names 2. The Companies that are Companies of Tradesmen Corporations are and may be Incorporated thus The Master or Governours and Cominalty of the Mystery of Cooks of London The Masters and Wardens of the Company of Pewterers in the City of London The Company of Merchant-Taylors in London The Guardian and Fellowship of weavers in Newbery The Wardens Cominalty and Fellowship of Drapers Taylors Mercers and ware-men and Coopers in D. The Masters and Guardians and Cominalty of Taylors and Work-men of Cloth of D. The Masters or Wardens and Fellowships of the Crafts of Clothiers Drapers c. or the Guild and Fraternity or by any other such like Names 3. The Colledges and Halls In Colledges of Universities and other like places are and may be Incorporate by the names of Warden and Fellowes of c. in the County of c. Or Provost and Fellowes or Provost Fellowes and Schollers or President and Fellowes or President and Scholers or Master and Fellowes or Principall and Fellowes or Warden Fellowes and Schollars or Wardens and Schollers or Masters Fellowes and Schollers or Master and Schollers or keepers of the Colledge and the Schollers of the same Colledge or any other such like Names 4. The Hospitals whether In Hospitalls or Almes-houses made up of one
moderate Fines c as is before set downe in the like cases And so to continue to make voyd the election c as before All which said Fines so to be set and imposed We will and grant by these presents for us c shall be and shall remaine and belong unto and shall be put into the possesion and seisin of the Mayor and Comonalty of the said City for the time being and their Successors to be levied and taken by warrant under their Common Seale and by distress and sale of the goods and Chattells of the severall persons so refusing or denying as aforesaid if such Goods and Chattels may be found within the City Libertyes and Precincts aforesaid rendring to the partyes the overplus or by any other wayes or lawfull meanes whatsoever to the only use of the said Mayor and Comonalty of the said City of N. and their Successors without any account to be rendred made or done to us or our Successors for the same And further of our more ample grace c We do by these presents for us c. Grant and That they shall not serve in Iewries Confirme to the said Mayor c. That the Citizens of our said City or any of them shall not at any time hereafter be distrained or compelled to go out of the said City or the Libertyes or Precincts thereof to serve upon or touching any pleas Assises Juries or Inquests to be taken unlesse the same do concerne us or our Successors or the Comonalty of the said City as hath been there accustomed And we do likewise by these presents for us c. Grant unto the said Mayor and Comonalty of our said City of N. and their Successors That the Mayor and Recorder of the said City or either of them for the time being shall by vertue of these presents have power to take Conuzance of Record and duely to enrole any deed or Deeds in writing made or to be made by any Conuzance of Deeds person or persons whatsoever Marryed Women excepted of for or touching any Lands Tenements Rents Hereditaments Debts Goods and Chattells whatsoever within the said City and the Libertyes and Precincts thereof which Acknowledgment and Enrolement there shall be and shall be adjudged reputed and taken to be as good and valid in the Law as if the same had been taken or acknowledged before any other person or persons authorized to take the acknowledgment of Deeds or Writings and inrolled in our Court of Chancery or in any other our Courts of Record c. And further know ye that we for the Government of oursaid City and for the well-fare of the Citizens Tradesmen and Inhabitants thereof do by these presents for us c. Give or Grant to the said Mayor and Comonalty of our said City and their Successors That the Mayor Recorder Aldermen and Assistants c. Or the Mayor and any eight or more of the Aldermen and 12. or more of the Assistants of our said City of N. for the time being shall from time to time and at all times hereafter have full power and Authority at any Common Councell to be held within the said City under the Common Seale to make free Citizens To make Freemen of the said City and Libertyes thereof And that no person or persons whatsoever other then such Free Citizens shall hereafter use any Art Trade Mistery or manuall occupation within our said City the Libertyes and Precincts thereof saving in the times of the Faires there to be kept and during the continuance of such Faires only And in case any person or persons whatsoever not being free Citizens of our said City as aforesaid shall at any time hereafter use or exercise any Art Trade Mystery or manuall occupation or shall by himself themselves or others sell or expose to salo any manner of Merchandâ—ze or Wares whatsoever in any house shop place or standing within the said City or the Libertyes precincts thereof no faire being then kept in the said City and shall persist therein after warning to him or them given or left by the appointment of the Mayor of the said City for the time being at the place or places where such person or persons shall so use or exercise any Art c. or shall sell or expose to sale any Wares or Merchandises as aforesaid then it shall be lawfull for the Mayor of the said City for the time being to cause such Shop-Windows to be shut up And also to impose such reasonable fine c not exceeding 10. s. every time c. And the same Fine and Fines so to be imposed to levie c as before And further we do by these presents for us and our Successors Grant to the Mayor and Comonalty of our said City That they and their Successors be for ever persons able and capable and shall have power to purchase have take Mortmaine and possesse in Fee simple Lands Tenements Rents and other possessions within or without the same City to them and their Successors for ever so as the same exceed not the yearly value of 1000. l. a yeare the Statute of Mortmaine or any other Law to the contrary notwithstanding Power to let Lands And the same Lands Tenements c. or any part thereof to demise grant Lease set over assigne and dispose at their own will and pleasure â—nd to make seale and accomplish any Deed or Deeds Lease or Leases evidences and writings for or concerning the same or any part thereof which shall happen to be made and granted by the said Mayor and Comonalty of the said City for the time being And further know ye c. That we of our more ample Grace c. Have given c. and by these presents for us c. do give and grant to the said Mayor c. and their Successors that the said Hospitall of our said City commonly called c. And the poore people there be and from thenceforth and for ever shall be governed and ruled by the Mayor c. of the said City and their Successors and that the said Mayor c. and their Successors be and shall be Masters and Governours thereof And we have Willed c. And by these presents for us c. do will that the Mayor c. together with the poore of the said Hospitall for the time being shall from henceforth and forever hereafter be continued and remaine one body Politick c by the name of the Master and poore people c As in other Cases for Corporations And that they and their Successors for ever may seek for and improve have enjoy and possesse And may Grant and demise all and singular Lands and Tenements Profits Hereditaments Goods Chattells and Rights whatsoever now belonging and which shall or may hereafter belong to the said Hospitall upon trust that all the same be employed for the benefit of the poore there as formerly and not otherwise And also we will for us
c That our said Return of Writs City of N. and the Libertyes Precincts and Circuits thereof be and from henceforth shall be a distinct Bayliwick and Liberty of it self and that the said Mayor of our said City for the time being and his Successors shall be the sole Bayliffe thereof And shall by his Serjeant or Serjeants at Mace have the sole power of executeing of all Writs and processe within the said Towne and the Libertyes thereof except processe of Execution And that the Sheriffe of the County of W. or any of his Officers shall not intromit themselves nor execute any Writ or Writs or other process thereof or make any Returne or Returnes thereof within the same Corporation or the Libertyes or Precincts of the same But in case of Omission and neglect of the said Mayor and his Officers in the Execution of the said Writs And further we will for us c. And Grant to the said Mayor c That they and their Successours Faires and Markets c. shall and may for ever hereafter hold and keep within the said City in every Week of the yeare two Market dayes the one upon Munday the other upon the Saturday as heretofore they have had and held and now have and hold the same within the City aforesaid And also three Faires there every yeare the first of them to begin yearly upon Wednesday c. and to continue for all that Wednesday and the two dayes next following the same to be held in a place there called N. The next to begin yearly upon Munday c. and to continue c. and to be held in the Parish of P. And the third c. set downe the particulars Together with a Court of Py-powders there the time of the Set downe said Faires and Markets to be held before the said Mayor of the said City for the time being and the Recorder or Town Clarke or any two Court of Py-powder of them whereof the Mayor to be one together with all Libertyes and Free Customes of Toll Stallage Piccage Fines Ameâ—cements and all other profits whatsoever from such Market and Court of Py-powders arising and happening or as thereunto belonging or appertaining so as the said Markets and Faires or any of them be not to the hurt of other Markets or Faires neare adjoyning And further we will for us c. and grant to Court of Record the aforesaid Maior and Commonalty and their Successours That they and their Successours shall and may have hold and keep within the said City and Liverties and Precincts thereof in every week in every year for ever upon Tuesday one Court of Common-Pleas for all Actions of Debt Trespass Trespass upon the Case and detinue wherein the Debt or Damage demanded do not exceed one hundred pounds the same to be held before the Maior Recorder and Town-Clerk or any two of them whereof the Maior to be one who shall have power to hear and determine the same Pleas or Actions according to the Rules of the Common-Laws of the Nation and the course of other Courts of Corporations in the like nature And whereas we have received Information that the said circuit of Ground commonly called by the name of the Close of N wherein the Cathedral Church there now standeth is and hath been in times past reputed to be parcel of the said City of N within the Ward there commonly called New-street Ward and that the same hath been heretofore under the Rule and Government of the same City until of latter times that the same hath been under some colour taken from the said City whereby there hath been a failer of Justice there Know ye therefore that we for the remedy thereof have granted and do hereby for us and our Successors for the more orderly Government of the people now and hereafter to be residing within the same Close ordain declare and appoint and grant to the said Maior and Commonalty and their Successors that the aforesaid Close called N. S. with the Liberties and Precincts thereof be and shall be for ever hereafter esteemed and taken to be parcel of our said City of N. And we do for us c. by these Presents unite and annex the same and every part thereof unto our said City of N. for ever and do will that the same shall be reputed and taken for ever hereafter to be part of the said City And we do further for us and our Successors give and grant to the said Maior and Commonalty of our said City of N. and their Successors by these Presents And we do will constitute declare and ordain that the Metes Limits and Bounds of our said City of N. shall extend unto and through the said Close and into and through all the Scite Circuit and Precincts thereof and from such a place c. bound it And we do further by these Presents for us c. give and grant to the said Maior c. And we do hereby will ordain and appoint that the Inhabitants of and within the said Close and the Precincts thereof shall be for ever hereafter ordered ruled rated taxed and governed from time to time and at all times hereafter with and as the rest of the Citizens and Inhabitants of the said City of N. are or shall be ordered ruled rated taxed and governed according to the Laws and Statutes of England and according to the lawful Grants Customes and Usages of the said City and that the said City of N. together with the Close aforesaid with the Liberties Precincts thereof shal be for ever hereafter a free City called known by the Name of the city N. in the county of W. And that the said Maior and Commonalty and their Successors shall for ever hereafter have hold exercise and enjoy within the said Circuit of Ground called the Close of N. such and the same Liberties Priviledges Franchises Rights Royalties Free Customs Jurisdictions and Immunities as by vertue of these Presents or otherwise they may or might have hold exercise and enjoy within the said City or any part thereof And we will for us c. and do by these Presents grant to the Maior and Commonalty of General Words our said City of N. and their Successors that the said Maior and Commonalty of our said City and their Successours that they shall have and enjoy all the lawful Priviledges Franchises Powers that they have and use or that any their Predecessors at any time within sixty years last past had took or enjoyed or ought to have had by reason or under pretence of any of their former Charters Or by Prescription or any other Right Custom or Usage And all Priviledges and Benefits that by the Common-Laws or by any Statute-Law is given to or conferred upon Corporations although the same have been forfeit or lost or have been ill used or not used or abused or discontinued albeit they be not particularly named herein and
OF CORPORATIONS FRATERNITIES AND GUILDS Or a Discourse wherein The LEARNING of the LAW touching Bodies-Politique is unfolded shewing the USE and NECESSITY of that Invention the Antiquity various Kinds Order and Government of the same Necessary to be known not only of all Members and Dependants of such Bodies but of all the professours of our Common Law WITH Forms and Presidents OF Charters of Corporation By William Shepheard Serjeant at Law London Printed for H. Twyford T. Dring and J. Place and are to be sold at their Shops in Vine-Court Middle-Temple at the George in Fleet-Street and at Furnivals Inne-Gate in Halborne 1659. TO HIS Dear Country-men My good Friends THe Soveraignty which is placed in Man over the rest of the Creatures is deriv'd from the sole advantage of his Reason for in Corporeal power he is much inferiour to many The Excellency of Reason consists in fitting Laws and Polities for our better Government and the best of Polities is that Invention whereby men have bin fram'd into Corporations Guilds or Fraternities For whereas other Laws are adapted but for the benefit of Individuals this has a more noble end and if it were possible would preserve the Species and although Art cannot altogether arive at the perfection of Nature yet has it in this shew'd a fair Adumbration and given to man the nearest resemblance of his maker that is to be in a sort immortal And for the Utility that has by this Invention accrued to mankind it may be collected not only from the frequent usage of it amongst the Greeks Romans and afterwards in the German Empire but also which is best known to English men from our own Practise How many Cities and Burrouhgs are there in this Nation whose flourishing estate depends merely upon the antiquity of their Incorporation I thought therefore that nothing would be more acceptable to my Country men than a discourse in this kind of Learning the rather because no mans pen amongst us has bin employ'd on this subject before but I have the confidence to think it has something to commend it besides the Novelty and it is the opinion also of those that deserve the greatest Credit Your affectionate Country man W. S. THE Contents of the Book SECT I. WHat Corporation is and the kinds thereof SECT II. Who may make it and how it is to be made SECT III. What persons may be Incorporated SECT IV. By what name such persons may be Incorporated SECT V. In what place a Corporation may be made SECT VI. By what words a Corporation may be made SECT VII The Charter for Corporations divided in two parts and opened SECT VIII What Ordinances a Corporation may make SECT IX The nature of a Corporation And what it may have hold and do And how OF Corporations SECT I. Of a Corporation or an Incorporation what it is and the kinds of it A Corporation or an Incorporation which is all one is a Body in fiction of Law or a Body Politick that indureth in perpetuall succession And herein we are to know That our Law doth take notice of a Body Naturall and a Body Politick The Bodies politick whereof the Law hath taken notice are some of them gone as Abbeys Priories Deaneries and the like And some do continue still They are said to be some of them Ecclesiastical or spiritual And some of them are said to be Civil or Temporal and some of them are said to be Mixt. And this politick body is either of Single or of one person one person onely and so the King was and Lord Protector is a Body politick So the Bishops Deans Prebends and Canons of Churches were and the Heads of some Hospitals and Alme-Houses which go by succession in one person and some Chaplains of Chappell 's and all Parsons and Vicars at this day are Bodies Politick Or it is Aggregate of many persons of many persons together So Majors and Cominalties and all such kind of Corporations Masters and Fellowes of Colledges and some Guardians and Masters of Hospitals and divers others where the succession is in many persons are said to be Bodies politick So also the Parishioners or Neighbours in a Parish Village or Town and the Church-wardens of every Parish some purposes are in the eye of the Law Corporations aggregate of many persons Our purpose here is not to say any thing to any bodies politick in one person or gone but only to Corporations aggregate of many persons and yet continuing as Major and Cominalties Masters and Fellows of Colledges and Houses Masters and Guardians of Hospitals their Houses and such like persons Houses and Places and especially of the first sort of bodies politick Majors and Cominalties and such Corporations And so we say A Corporation is a body politick Authorized by the Lord Protector 's Charter to have a Common Seal Head-Officer or Officers and Members all which together are able by their Common consent to grant give receive or take any thing within the Compasse of their Charter or to sue and be sued as any one man may do or be Or they are said to be An Assembly or Cominalty of many men gathered or joyned together in a City Town or Burrough into one fellowship Brotherhood or Mind by mutual consent to support the Common Charge each of other and to live under such Laws as they shall agree upon to make to be governed by for their mutuall good and advantage in a perpetuall succession These are also sometimes more general as where a whole Town is Incorporate and many Franchises granted to it Or more special as where a Company of Trades-men onely in a Town is Incorporate and some one or few special Franchises are granted to them for the better ordering of their Trade These and such like Corporations of Cities and Towns are called Guilds Fraternities Companies Companies Corporate Companies Incorporate Brotherhoods Fellowships and Bodies Corporate Coo. 10. 29. 11. 66. Coo. upon Littl. 250. 94. 95. 34. 14. H. 8. 3. Coo. 11. 20. 67. 7. 75. Plow 457. 102. 409. 537. 12 H. 7. 29. Coo. Inst part 1. 66. 6. 3. SECT II. What things are Requisite to the making of a good Corporation and are of the Essence of it There are certain things said to be of the Essence and requisite to be had and found in the case of every Corporation well made and without which it cannot be a good Corporation As 1. There must be a good and Lawful Authority and Warrant Lawful Authority for it for the Erecting of it And for this we are to know that a Corporation or body politick may be made four manner of wayes or by four meanes 1. By the Common Law so the King was and Lord Protector By Common Law is and many others are Bodies politick 2. By Authority of Parliament so the Colledge of Physitians By Parliament in 14. H. 8. Chap. 5. was made a Corporation And so Suttons Hospital was intended to be made And
the same faculty of and in the said City of London should be one Body and perpetual Community or perpetuall Colledge of Physitians for London and the Suburbs thereof That there should be a President over them by their own choise yearly That they should buy and sell sue and be sued That they should make Assemblies and Ordinances for Government with divers other provisions Stat. 14 H. 8. chap. 5. H. 4. by his Letters Patents Chauntry house in London recited That Rob. Ramsey was seised of a house in the Parish of St. Margarets in London called the Sunne and that he notwithstanding the Statute of Mortmain de gratia speciali and for 20 l. did give license to R. Ramsey that he should give 20 Marks of Rent issuing out of the said house cuidam Capellano c. to a certain Chaplain at the Altar of the blessed Mary in the Church of St. Magn. London alwayes pro salubri statu that is for the health of the soul of the said Rob. and Ioane his Wife To have and to hold to the said Chaplain and his Successors Chaplains of Chantrie aforesaid in the Church and at the Altar aforesaid and for the health of the soul c. according to the Ordination aforesaid of the said Rob. on this behalf to be done and celebrated for ever This was resolved to be good Coo. 10. 27. Some Charters run thus After a Recital of the present state of the Corporations names of the Officers c. there is a grant to them and those that shall alwayes be the elect head-Officers that they shall be Incorporate by such a name and buy and sell sue and be sued make Ordinances c. and govern after such a manner and describe the whole form of their Government So Sacum in Wilts After many Recitals The Charter runs thus Know ye That c. we name and Constitute A. B. of c. to be the present Mayor C. D. Recorder c. and the Aldermen and so all the Common-Councell-men and then say And c. That the Mayor Recorder Aldermen c. within the same City for the time being and their Successours for ever be Incorporate by the name of of Mayor and Cominalty King Ed. 3. by his Charter Queens Colledg in Oxford gave license to T. S. his Chaplain That he in such a house in Oxford should erect and set up a Colledg-Hall of Schollers Chaplains and others to continue for ever under the name of the Hall for the Schollers for the Queen at Oxford which shall be governed by one President of the said Schollers according to the appointment of the said T. S. And that the said T. S. may grant the said house to the said President and Schollers for ever And that thereby they shall be enabled to hold it for ever in succession This was admitted a good Corporation Stat. 39 Eliz. 5. gives power to any man to erect an Hospital Hospital or House of Correction or house of Correction without License and endow it with Lands not lesse then 10 l. nor more then 200 l. a year for ever That it shall be Incorporate by the Founder and by what name he or his heirs shall give it and so buy sell sue and be sued have a Seal That he shall place and remove the Head and Members for his life-time at his pleasure And be ordered and visited by such persons as he or his heirs shall name And by such Rules and Orders not repugnant to the Laws c. as the founder or his heirs shall set down under his hand and Seal The Executors of H. 7. Reciting Savoy They had bought a piece of ground called the Savoy c. to such an end to build an Hospital upon it H. 8. thereupon licensed them a certain Hospital of one Master and 5 Chaplains to erect and found in and upon the said piece of ground called the Savoy And the same so founded shall be Incorporated by the name of the Master and Chaplains of the Hospital of H. late King of England 7. of the Savoy Coo. 10. 31. If a Charter be made to the Inhabitants of Dale to give them power to choose a Mayor and to sue and be sued by the name of the Cominalty of Dale or by the name of the Cominalty onely It is said That this without more words will make it a Corporation For the Reforming of the abuses in the making of Cloath in Norwich and Norfolk That there be and shall be a Corporation of Presidents Wardens and Assistants of the Warsted Weavers of the City and County of Norwich and County of Norfolk Corporation within the City and County of Norwich and County of Norfolk consisting of two Presidents 12 Wardens and 40 Assistants All which are to be Master-Weavers within the places aforesaid And one of the said Presidents and six of the said Wardens and 20 of the said Assistants shall be yearly chosen upon the last Wednesday in the moneth of November at some publike place by the Master-Weavers or the greater part of them present of the said City and County of Norwich and the other of the said Presidents six Wardens and 20 Assistants shall be chosen on the same day in some publike place by the Master-Weavers or the greater part of them present of the County of N. And the said 12 Wardens shall within 14 dayes c. take the Oath set down in the Act. And that the said Presidents Wardens and Assistants for the time being shall for ever hereafter in name and fact be one Body Politick and Corporate in Law to all intents and purposes and have a perpetual succession and be called by the name of the Presidents Wardens and Assistants of the Worsted Weavers of the City and County of Norwich and County of Norfolk and Sue or Plead c. See the rest for power to purchase keep Courts make By-laws Act. 12 Novemb. 1653. and 1656. Act of 27 July 1649. There Corporation of the president and Society for the Propagation of the Gospel in New-England is a Modell for the making of a Corporation for the Propagation of the Gospel in New-England to this purpose That from henceforth for the furtherance of this Work there should be a Corporation in New-England consisting of 16 persons viz. a President Treasurer and 14. Assistants And that A. B. C. D. c. be the first 16 persons whereof the Corporation shall consist out of whom the said 16 persons at such time and place as they shall think sit by themselves or the greater number of them shall clect and choose one of the said 16 persons to be President and another of them to be the present Treasurer And that they or the greater number of them shall choose a new President Treasurer or Assistants so ofr as any of them shall dye or be amoved Which said President Treasurer and Assistants for the time being shall be for ever hereafter in Name and Fact one
of c. Have ordained and granted And by these presents do grant That the same City For a City or Town Town and Parish of G. from henceforth for ever shall and may be and is hereby made tuted and Ordained to be for ever a free Burrough and Village of it self And that all and singular the Inhabitants of the same City and Town and the Parishes thereof and their Successors from henceforth and for ever may and shall be one Body Corporate and Politick in Deed Action and Name of the Mayor and Aldermen of the Burrough of G. in the County of G. Or thus That the same Mayor Cominalty and City shall for ever hereafter stand and be Incorporated established and founded in name and in Deed a Body Politick and Corporate to have continuance for ever by the name of the Mayor and Aldermen c. And that they by the said name shall and may have power ability and capacity to grant let acquire and get sue and be sued and to do perform and execute all and every other lawful Act and thing good necessary and profitable for the said Incorporation in as full and ample manner to all Intents Constructions and Purposes as any other Incorporation or Body Politick or Corporate fully and perfectly founded and Incorporated may do And We do erect make ordain create constitute and declare for Us and Our Successors the same to be one Body Corporate or Politick in Deed Action and Name really and fully by these presents Or for an Hospital thus That For an Hospital the same Governors and Hospital shall for ever hereafter stand and be Incorporated established and founded in name and in deed a Body Politick and Corporate to have continuance for ever by the name of the Governours of the Hospital of c. And that the said Governours may have a perpetual succession And by that name be and shall be and continue persons able and capable in the Law from time to time c. Or thus And that for the maintenance and continuance of the said Hospital c. And that the same may take the better effect That the said persons c. be one Body Corporate and Politick to have perpetual Succession for ever to endure We do by these presents for ever hereafter fully and really Incorporate c. to have capacity and ability to take c. This part of the Charter hitherunto is the main part as that wherein all the necessary Clauses of the Charter And wherein the five things of the essence thereof as we have shewed is comprehended That which followeth is not so essential It is usuall to give the limits and bounds of the Corporations by some such words as these That all the houses and buildings Lands Water Water-courses soyl and ground scituate lying and being within the City or Town of G. and the Parishes within the same from henceforth and for ever are and shall be within the limits metes bounds and Jurisdiction of the said City of G. and the Incorporation aforesaid Or thus We declare and appoint That the said City of G. and of the Corporation and the compasse precincts and limits thereof and the Jurisdiction of the same shall from henceforth extend and reach itself and may and shall be able to extend it self as well in length and breadth as in circuit to such and the like bounds and limits as the same from the time whereof the memory of man c. hath extended itself that is to say From c. Or thus That the Limits and Jurisdiction of the said Corporation shall be as followeth that is to say c. And as to this we are to know 1. That the Lo. Pro. cannot extend it to prejudice any other man's interest but however it is very good and safe to describe it by some such like words as before 2. It may be enlarged beyond its former limits and something more united to it There are divers other Clauses besides the words of Incorporation usually inserted into Charters for Corporations The which we shall name by particulars and then give our Observations upon them as they lye It is usual to insert the Clause To Sue or be sued to Licence and authorize the Corporations to sue and be sued by some such like words as these And that they by the name of Mayor and Cominalty of G. may sue and be sued implead or be impleaded before any Judge in any Courts or places that are or shall be within this Nation and in all manner of Suits and Actions whatsoever and of what nature soever the same shall be As to which we shall observe Observation That this Clause is needlesse in Law For this power to sue and be sued is incident to every good Corporation and yet it is not amisse to expresse it It is usual to put in a Clause To hold in Mortmain that they may buy and hold Lands Goods and Chattels to this purpose And that the said c. and Successours shall be for ever persons able and capable to purchase have take and possess in Fee-simple Lands and Tenements Rents and other possessions whatsoever within or without the same City or Corporation to them and their Successours for ever without any other Licence so as the same exceed not the yearly vaâ—ue of 200 l. a year the Statute of Mortmain or any other Law to the contrary notwithstanding As to this we observe 1. That by this Licence to Observ alien there is no power added or given nor is it needfull for they may do it without leave And this Clause is therefore superfluous for it is incident to the Corporation And this Body may buy sell give and grant take and have as well as any natural body or single man by Law may so do 2. Onely this for Land of Inheritance if the Corporation purchase of this without License of the Lo. Pro. it is in danger to lose the Land upon the Statute of Mortmain therefore this Clause is necessarily to be inserted by some such like words as those before spoken of It is usuall to insert a power Common Seal to make keep and use a Common Seal by some such like words as these And we further will c. That the said Mayor and Cominalty for the time being and their Successours shall have and enjoy for ever a Common Seal wherein shall be engraven the Name and Arms c. whereby the same Corporation shall or may seal any manner of Instrument touching the same Corporation Or the Mannors Lands Tenements Hereditaments Annuities Goods Chattels and other things thereunto belonging And which they may make and use for the doing of all things in any wise touching or concerning the same Incorporation And that it shall be lawfull for them and their Successours at any time hereafter to break alter or change the same at their pleasure It is usual in these Charters The Order of Government by way of
are in The Frame of the Corporation the said City there should be one Mayor one Recorder 24 Aldermen and eight and fourty Assistants Now for as much as we are informed that our said City of N. is lesse populous then heretofore whereby Trade and Commerce there is of late decayed so that the aforesaid number of Aldermen and Assistants there cannot with Conveniency to the present Government of the said City be had and continued as in times past We therefore for us and our Successors do will ordaine and grant to the Mayor and Comonalty of our said City of N. and their Successors by these presents that for the better Government of our said City Libertyes and Precincts thereof The Officers to be in the Corporation there shall be for ever hereafter within the said City a Mayor and Recorder 15. Aldermen and 24. Assistants to be nominated chosen and sworne as is herein after mentioned who shall be for ever hereafter called the Mayor and Comonalty of the City of N. And that there shall be for ever hereafter two Chamberlaines one Bayliffe one Town-Clark one Coroner A Clarke of the Market foure high-Constables thirteene sub-Constables and three Serjeants at the Mace within the said City to be chosen in manner and forme herein after mentioned And of our like spetiall grace certaine knowledge and meere motion we do by these presents for us and our Successors Will Ordaine Declare Constitute grant and appoint that the Mayor Recorder Aldermen and Assistants of our said City of N. for the time being And they which The making of the Corporation hereafter shall be the Mayor Recorder Aldermen and Assistants within the same and their Successors for ever hereafter be and shall be by force of these presents one body Corporate and politique in Deed Fact and Name by the name of the Mayor and Comonalty of the City of N. And them by the name of the Mayor and Comonalty of the City of N. One body politique and Corporate in Deed Fact and name We do for us and our Successours really and fully create ordaine make Constitute and confirme by these presents And that by the same name of the Mayor and Comonalty of the City of N. they may have perpetuall Succession And that they and their Successours for ever by the name of the Mayor Comonalty of the City of N. be shall be forever hereafter persons able and in Law capable to have get receive and possesse Lands Tenements Rents Liberties Jurisdictions Franchises and Hereditaments to them and their successors in Fee-simple or for terme of life lives or years or otherwise and also goods and Chattells and also other things of what nature kind or quality soever And also to give grant let set and assigne the same Lands Tenements Hereditaments Goods and Chattells and to do and execute all other things about the same by the name aforesaid And also that they be and shall be for ever hereafter persons able and in Law capable to plead and be impleaded answer and be answered unto defend and be defended in all or any the Courts of Sue and be Sued us and our Successors and other places whatsoever And before any Judges Justices and other person or persons whatsoever in all and all manner of Actions Suits Complaints Demands Pleas Causes and matters whatsoever of what nature kind or quality soever in the same and in the like manner and forme as other people of England being persons able and in Law capable may plead and be impleaded answer and be answered unto defend and be defended by any Lawfull waies or meanes whatsoever And that the said Mayor and Comonalty of the City of N. and their Successors shall and Seale may for ever hereafter have one Common Seale to serve for the sealing of all and singular their affaires matters and businesses touching and concerning the said Corporation And that it shall and may be lawfull to and for the said Mayor and Comonalty of the said City of N. and their Successours at their will and pleasure from time to time to break change and alter and new make their said Common Seale when and as often as to them it shall seeme most convenient And further know ye that we have The present Officers named assigned named ordained and constituted And by these presents for Us and our Successors do assigne name ordaine and constitute our well beloved W. S. now Mayor of our said City of N. to be the present Mayor of our said City And that he the said W. S shall remaine and continue The Mayor in the Office of Mayor there untill another fit person shall be chosen and sworne into the said office according to the usage and custome of the said City and as in and by these presents is hereafter mentioned and directed And we have assigned named ordained and constituted And by these presents do assigne name ordaine and constitute create and declare our well beloved H. â— Esq to be the present Recorder of The Recorder our said City to do and execute all things which unto the office of Recorder of the said City doth or may any wâ—y appertaine and belong And also we have assigned named constituted and made and by these resents do assigne name constitute and make our wellbelowed I. I. I. A. c Citizens and Inhabitants of our said City of N. to be the present 15. The Aldermen Aldermen of our said City And also we have assigned named constituted and made And by these presents do assigne name constitute and make our well-beloved N. B. S. R. c. Citizens and Inhabitants of the said City of N. to be the present 24. Assistants of the said City Assistants And also we have assigned chosen named and constituted our well-beloved A. G. D. M. Citizens and Inhabitants of the said City to be the Chamberlaines present Chamberlaines of the City aforesaid And we have assigned named constituted and appointed and by these presents do assigne name constitute and appoint our well-beloved Th. C. one other of the said Citizens there to be the present Bayliffe of our said City who shall continue in that office untill another fit person Bayliffe be chosen and sworne in his place And also we have assigned chosen named and constituted our well-beloved E. F. R. W. S. N. and I. L. Citizens and Inhabitants of the High-Constables said City to be the present High-Constables of the said City who shall continue in that office of High-Constables of the said City untill other fit persons be chosen and sworne in their places And also we do assigne choose nominate and constitute our well-beloved D. R. L. T. c also Citizens and Inhabitants of the said City to Sub-Constables be the present sub-Constables of the said City who shall continue in the said office untill other fit persons be chosen and sworne in their places And also we have assigned
chosen nominated constituted And by these presents do assigne choose nominate and constitute our well-beloved R. H. Citizen of the said City to be the present principall Serjeant at Mace within our said City And F. W. and G. H. Citizens and Serjeant at Mace Inhabitants there to be the two other present Serjeants at Mace And we will and by these presents for us and our Successours do grant to Sword and Cap of Maintenance the said Mayor and Comonalty of the said City of N. and their Successors That the Mayor of the said City for the time being shall and may have a sword to be borne before him and a Cap of Maintenance in such sort as is used before any other Mayor of any of our Cityes in England And that for ever hereafter there be and shall be an Officer of the said City who shall be called Sword-bearer the Sword-bearer and to weare a Cap of Maintenance before the Mayor of the said City for the time being And we have assigned chosen nominated and constituted And by these presents do assigne choose nominate and constitute our well beloved R. F. Citizen and Inhabitant of our said City to be the first and present Sword bearer of our City And do hereby appoint that the said Officer shall have precedency of place before the Serjeants at Mace of the said City Also we will and by these presents for us and our Successors do grant to the Common Councell said Mayor and Comonalty of our said City of N. and their Successours That the Mayor Recorder Aldermen and Assistants of the said City for the time being Or the Mayor and any eight or more of the Aldermen and twelve or more of the Assistants for the time being be and shall be called the Common Councell of the said City And that they or the greater part of How called them shall or may have full power and Authority by vertue of these presents from time to time to call and hold Common Councell within the Common Counsell House of the said City And Making of Orders and Ordinances there as occasions shall be to make Lawes Orders Ordinances and Constitutions in writing and to add alter diminish or reforme them from time to time as to them shall seeme necessary and convenient not repugnant to the prerogative of Us or our Successors or to any of the Stâ—tutes or other the Lawes of England for the good rule oversight Correction and Government of the City and Libertyes of the same And all the Officers thereof and of the severall Companyes of Merchants and other Tradesmen and of Victuallers Arrifieers and of all other the people and Inhabitants of the said City Libertyes and Precincts aforesaid and for the better preservation government and disposall of all the Lands Tenements and Hereditaments goods and Chattells of the said Corporation Which said Lawes Ordinances Orders and Constitutions shall be binding to all and every the Inhabitants of the said City Libertyes and Precincts aforesaid And further we will and grant that the said Common Councell of the said City for the time being as often as they make ordaine and Establish such Lawes Orders Ordinances and Constitutions as aforesaid shall or may make ordaine limit provide set impose and taxe reasonable Fines and Amercements against and upon all persons offending against such Lawes Orders Ordinances and Constitutions or any of them to be made ordained and establâ—shed as aforesaid And the same Fines and Amercements shall or may require demand levy take and receive by Warrants under their Common Sâ—ale to and for the use and behoofe of the Mayor and Comonalty of the said City and their Successors either by distresse and sale of the goods and Chattells of the offenders therein if such goods and Chattels may be found within the said City Libertyes and Precincts thereof rendring to such offender or offenders the overplus or by any other lawfull wayes or meanes whatsoever And we do by c. appoint and ordain the Election of the Mayor of the said City and of Election of the Officers how to be the Aldermen and Assistants of the said City that it shall be as followeth viz. And we do c. give grant full power and authority unto the Major Recorder Aldermen and Assistants of the said City of N. or any 8. or more of the Aldermen and 12 or more of the Assistants the Major and Recorder for the time being or either of them being present as aforesaid on the Wednesday before the Feast of c. yearly in the Councel-house of the said City if they shall think fit to nominate elect and choose out of the Inhabitants of the said City fit and able persons to be in the respective Offices and places of Maior Aldermen and Assistants of the said City And that such person as shall be so elected and chosen Maior as aforesaid Oath of the Maior shall on the Wednesday moneth next after the Feast of Sâ— c. then next following in the Councel house aforesaid take his Oath before the Recorder Aldermen and Assistants for the time being or before any five or more of the Aldermen for the due execution of his Office And that the said Maior so to be chosen as aforesaid shall remain and continue in the said Office until another fit person shall be chosen and sworn in his place of Maior of the said City in manner as aforesaid Which Oath the said Recorder Aldermen and Assistants or any five or more of the Aldermen shall and may lawfully administer and have hereby power to administer unto the said Maior so elected from time to time accordingly And further we will that the Recorder c. name all the Officers and all other Officers of the said City before they or Oath of all Officers any of them shall be admitted to enter upon and execute their respective Offices shall be sworn to execute the same before the Maior or any three or more of the Aldermen of the said City for the time being And we do by these Presents c. give power and authority to the Maior of the said City for the time being or any three of the Aldermen of the said City for the time being to administer the said respective Oaths unto them accordingly And further we will and by these Presents for us c. do grant Justices of the Peace That the Maior and Recorder of the said City for the time being and five or more of the Aldermen of the said City not exceeding the number of 8 Aldermen being such as have born the Office of Maior there shall be Justices and Keepers of the Peace of us and our Successors and Justices of Oyer and Terminer of us and our Successors within the said City and the Liberties and Precincts thereof And that they or any three or more of them whereof the Maior Power to keep Sessions and Recorder of the said City for