BINNEY'S CASE.—2 BLAND, 133

have been authorized by the express provisions of their Act of in-
corporation.

The validity of the first of these grounds of defence must de-
pend* upon the extent to which the resolutions of this cor-
poration are to be deemed final and conclusive; or, how far 141
this Court can exercise over bodies politic of this, or any other
description, a superintending and controlling authority. It must
be constantly borne in mind, that all corporations are artificial
beings who have all the capacities and faculties of natural beings
to the full extent of the powers vested in them by the express
terms of their incorporation; and also of such other powers as are
necessarily incident to those expressly granted. Each corporation,
whether sole or aggregate, or however constituted, is and must be,
from its nature, an artificial being, in itself altogether separate
and distinct from that of any one, or any aggregation of natural
persons of whom it is constituted. The internal government of
many of the corporations of England is exercised subject to the
superintendence and control of the visitor, who is, most commonly,
the private founder or donor of the funds with which it deals.
This visitatorial power, in the hands of private persons, is exer-
cised in a summary or arbitrary manner, and being liable to abuse,
is therefore never encouraged or extended. Attorney-General v.
Middleton, 2 Ves. 328. But where there is no special visitor, which
is commonly the case with all civil corporations, the visitatorial
power is exercised in England, by the Court of King's Bench, by
means of a mandamus or information; 1 Blac. Com. 481; and here,
in like manner, by the Courts of common law having original
jurisdiction.

In this instance, the object is to control this company in the dis-
bursement of its corporate funds, on the ground, that they are not
applied to corporate purposes, or in the manner authorized by the
Act of incorporation. It is said, that according to the civil law,
the rights of bodies politic over their corporate property is like
that of minors; and that they cannot be permitted to dispose of it
in any way to the prejudice of the institution. Vattel, b. 1, s. 247.
But, according to the common law, it is otherwise; for it is laid
down as an incident of all bodies politic, that corporate property
may be encumbered, applied, or aliened, by its full and regular
assent, in any manner, and for any purpose whatever; the will of
the artificial body, as of a natural body, in all such cases, being
the law, and standing in the place of any reason for so doing.
This uncontrollable right of alienation, in the case of ecclesiasti-
cal corporations, in England, * was productive of such evils,
as occasioned a check to be put upon it by what are, there, 142
called the disabling statutes; but, as to all other corporations, the
common law rule is still in force. Co. Litt. 44, 300; Com. Dig, tit.
Franchise, F. 18. There are many cases to be met with, and some