BINNEY'S CASE. 141

pend upon the extent to which the resolutions of this corporation
are to be deemed final and conclusive; or, how far 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 incor-
poration; and also of such other powers as are necessarily inci-
dent to those expressly granted. Each corporation, whether sole
or aggregate, or however constituted, is and must be, from its na-
ture, 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 superinten-
dence and control of the visitor, who is, most commonly, the pri-
vate founder or donor of the funds with which it deals. This visi-
tatorial power, in the hands of private persons, is exercised in a
summary or arbitrary manner, and being liable to abuse, is there-
fore never encouraged or extended, (c) But where there is no
special visitor, which is commonly the case with all civil corpora-
tions, the visitatorial power is exercised, in England, by the Court
of King's Bench, by means of a mandamus, or information; (d) 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, (e) 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 uncontrolable right
of alienation, in the case of ecclesiastical corporations, in England,

(c) Attorney-General v. Middleton, 2 Ves. 328.--(d) 1 Blac. Com. 481.—(e) Vat-
tel, b. 1, s. 247.

19 V.2