Corporations in the American Colonies
by Joseph S. Davis
from Essays in the Earlier History of American Corporations
Harvard University Press
1917.


Chapter One

The Legal Basis of Corporate Powers

    The modern corporation is of ancient lineage. A thoroughly
adequate account of its ancestry and early development has yet to
be written. This, however, is not peculiarly a task for an
American student. For by the time this continent was discovered
the corporation had attained a definite status in the social
constitution of England. During the first century of European
contact with the New World the number of uses to which the
corporate form was put was considerably enlarged. Before the
English had made their first permanent settlements in America
their ingenious merchant adventurers had combined with this
developed institution their well-tested device of a joint stock
or common capital contributed in shares, and so paved the way for
its most extensive application, in the domain of business.(1*)
From the founding of Jamestown to the days of the Revolution,
successive shiploads of British subjects brought with them larger
and larger familiarity with the corporation, -- for plantation
and town organization, for charitable, religious, or literary
foundations, for trading and local business purposes. The
institution was well matured in England during the American
colonial period.
    It is therefore not surprising that from a very early date
the corporation should have played a prominent rôle in American
life. "In fact," says a keen student of English and American
history, "the whole advance of English discovery, commerce, and
colonization in the sixteenth and early seventeenth centuries was
due not to individuals, but to the efforts of corporate
bodies."(2*) It was a corporation to which Sir Walter Raleigh, in
1587, entrusted the colonization of Virginia. The first permanent
English settlements, both in Virginia and in New England, were
made on the initiative and at the expense of corporations
modelled after the contemporary joint stock compares for foreign
trade. For over a century before the Revolution the colonies of
Connecticut and Rhode Island were each governed by a "Governor
and Company," incorporated by charter from the English crown. The
colony of Georgia was founded, and for twenty years had its
destinies directed, by a group of charitable English gentlemen
who constituted a typical English eleemosynary corporation. The
London and Edinburgh missionary societies, incorporated, were
important factors in promoting the religious development in
several colonies.
    Furthermore, as fast as the plantations grew into communities
their inhabitants naturally reproduced the corporate institutions
with which they and their fathers had been familiar in the mother
country. The earliest of these to spring up in America were of
the type which we should now designate as public corporations,
such as towns, boroughs, and cities; but before the end of the
colonial period a considerable number of truly private
corporations had been established, for ecclesiastical,
educational, charitable, and even business purposes.
    It is the purpose of this essay to set forth the
naturalization of the corporation in the New World; in other
words, to summarize briefly the available evidence regarding
these American colonial corporations, especially in so far as it
concerns their number, classification, method of incorporation,
and distribution among the several colonies. As an almost
indispensable preliminary to this summary the legal basis upon
which their powers rested will be first considered.
    A corporation was then, as now, a group of individuals
authorized by law to act as a unit, though the term was extended
to include corporations sole (as well as corporations aggregate),
in which the corporation consisted of an individual and his
successors. Much was said about its being a person, -- a
"fictitious person" indeed, intangible, but no less real; and of
its perpetuity, even "immortality," -- despite the mortality
which overtook many, especially those for business purposes.
Certain attributes, at all events, this person or unified group
was recognized as possessing. It had a name distinct from the
names of its members, in which it could sue and be sued. It had a
"common seal," peculiar to itself, which was required to evidence
its acts. It had "perpetual succession," that is, members might
come and members might go, but it went on forever -- provided of
course no internal or external forces terminated its existence:
the death, insanity, withdrawal of old members and the entrance
of new ones in no way affected its legal existence or constituted
more than incidents in its legal life. It had the right of
holding property as its own -- which was not the property of any
of its members or of all of them together -- and to dispose of
such estate. Normally this property was not liable for
obligations of members, and their private property was likewise
not subject to be taken to pay debts of the corporation -- so
distinct were the "persons" kept. Moreover, this body had a
well-defined constitution, with power to regulate minor matters
by by-laws not inconsistent with its basic act or the laws of the
land. Such were the common characteristics of corporations, for
whatever purpose they came into existence. Features peculiar to
particular corporations were set forth in the document which
normally evidenced its right to enjoy these high powers and
privileges. All this was equally true in England and in America.
    Now the English law of this period laid great stress upon the
necessity for a proper legal foundation for the exercise of
corporate rights.(3*) To be a corporation was a special
privilege, not an inherent right, of a group of individuals. And
unless a would-be corporation had been "created" or "erected" in
due form and by a competent authority, its position was at all
times subject to attack, and it was liable to be suddenly and
ruthlessly shorn of the powers and privileges it was enjoying.
    In England the normal mode of conferring corporate rights was
by an issue of "letters patent" or charter from the crown,
formally designating the body of individuals a corporation and
specifying appropriate privileges.(4*) It was admitted that
corporations might be created by act of Parliament, to which the
king's assent was given, but Parliament seldom exercised this
right directly and generally confined its acts relating to
corporations to confirming royal charters, prescribing certain
features of charters to be granted, and setting limits on the
privileges which the crown might confer.(5*) Some bodies which
had long exercised corporate powers, moreover, were recognized as
corporations "by prescription" in view of their long existence as
such, even though they could show no specific grant.(6*) There
were also certain groups which were deemed corporations by the
common law without express grant of corporate powers; such were
the "Parishioners or Neighbors in a Parish, Village or Town, &
the Church Wardens of every Parish."(7*) Even in the case of
corporations "by prescription" or "at the common law" the assent
of the king was held to be implied. Neither class, however,
formed an important one among seventeenth and eighteenth century
corporations; and the dictum of Lord Coke pronounced in 1612,
that "none but the King alone can create or make a
corporation,"(8*) was quoted as substantially accurate throughout
this period.
    These principles of law applied to the English colonies in
America, as part of the realm of England. The earliest colonial
corporations, and occasional later ones, therefore possessed
charters granted directly by the crown, which were issued in the
same form, by the same process, and under the same conditions as
charters for corporations to operate in the British Isles.(9*)
But as soon as the colonial governments had attained a slight
degree of development the great majority of American corporations
were erected by grants from colonial proprietors, governors, or
assemblies, and not by letters patent issuing from the English
crown or by act of Parliament.(10*) Such methods of incorporation
were not specifically provided for in the common law. It is
necessary, therefore, to inquire with some care into the nature,
extent, and limitations of the right to incorporate as it was
enjoyed by these various colonial authorities.
    In legal theory such rights of incorporation as were
possessed by colonial authorities were presumed to be delegated,
explicitly or by implication, from the ultimate source of that
right, -- the sovereign. Such a delegation of the prerogative,
though once prohibited, was by this time sanctioned by the common
law, and was occasionally illustrated in English practice. Thus
by special grant the chancellor of the University of Oxford was
employed to erect corporations within his jurisdiction.(11*)
Likewise by special authorization, in particular cases, the final
act of erecting a charitable corporation was sometimes left to
the founder.(12*) And by ancient custom the power to incorporate
was counted among the "jura regalia" enjoyed by the Bishop of
Durham within his "county palatine."(13*) In England proper such
incorporation by delegated authority was of relatively minor
importance. In the colonies, on the other hand, practically all
the corporations that were strictly American in origin and
control were thus created.
    The delegation of the right to incorporate was seldom
explicit and practically never comprehensive in terms.(14*) As a
rule it had to be inferred from more or less general grants or
relationships, It was perhaps least inadequately expressed in the
grants to the proprietaries, In the first place, most of the
proprietary patents contained an authorization, in more or less
definite terms, to incorporate municipalities. Thus William
Alexander, upon whom James I bestowed the province of New
Scotland (1621), is invested "cum potestate civitates, liberos
burgos, liberos portus, villas et burgos Baroniae,
erigendi..."(15*) The charter of Maryland (1632) confers the
right

"Villas item in Burgos et Burgos in Civitates ad Inhabitantium
Merita et Locorum Opportunitates cum Privilegiis et Immunitatibus
congruis erigendi et incorporandi...."(16*)

Substantially the same clause is to be found in the charters of
Carolana (1629), New Albion (1634), and Pennsylvania (1681),(17*)
In Maine, Sir Ferdinando Gorges is given

"power to erect, rayse, and builte, from time to tyme, in the
province, teretory, and coasts aforesaide.... soe many forts,
fortresses, platforms, castells, citties, townes, and viladges,
and all fortificacons whatsoever, and the same and every of them
to fortifie...; And to the said citties, boroughs, and townes, to
graunt Letters or Charters of incorporacon, with all the
liberties and things belonging to the same;..."(18*)

Practically the same provision appears in the Carolina grants of
1663 and 1665, though here it is expressed with slightly greater
definiteness, in part:

"... and to the said cities, buroughs, towns, villages, or any
other place or places within the said province, to grant 'letters
of charters of incorporation,' with all liberties, franchises,
and priviledges requisite and usefull, or to or within any
corporations, within this our kingdom of England, granted or
belonging."(19*)

The Carolana (1629), Maryland,(20*) and Pennsylvania grants,
moreover, contain a further clause which seems broad enough to
include the entire power in question: the proprietary is
authorized

"to doe all and every other thing and things touching the
premises which to him or them [his assigns] shall seeme requisite
and meete albeit they be such as of their owne nature might
otherwise require a more especial commandment and warrant, then
in these presents is expressed."(21*)

    Furthermore, it is not unreasonable to infer that the power
to erect corporations was included among the prerogatives granted
by the "Bishop of Durham clause" which most of the proprietary
charters contain. This confers (to quote the grant of Maine)

"all and singuler, and as large and ample rights, jurisdicons,
priviledges, prerogatives, royallties, liberties, imunities,
fraunchisses and hereditaments, as well by sea as by land, within
the said Province and premisses..., as the Bishop of Durham
within the Bishopricke and Countie Palatine of Duressme in our
Kingdome of England, now hath, vseth, or inioyeth, or of right
ought to have, vse, and inioy within the said Countie Palatine,
as if the same were herin perticularly menconed and
expressed..."(22*)

Inasmuch as none of the charters contains any specific
restriction upon the exercise of this power, the courts would
almost certainly have upheld the proprietaries in a general
exercise of it; and at least negative testimony to the truth of
this view is given by the fact that no proprietary charter of
incorporation seems to have been contested.
    The power of incorporation was even less definitely conferred
upon the colonial governors. The nearest approach to an express
delegation of this prerogative appears in a section which was
inserted in substantially the same form in most of the
commissions issued to royal governors after 1680. In the
commission appointing Sir Edmund Andros governor of New England,
Connecticut, Rhode Island, New York, and New Jersey (1688), this
section reads:

"And Wee do hereby give and grant unto you full power and
authority to erect raise and build within our Territory and
Dominion aforesaid, such and so many forts platformes, Castles,
cities, boroughs, towns, and fortifications, as you shall judge
necessary; and the same or any of them to fortify... for the
security & defence of our said territory; and the same again or
any of them to demolish and dismantle as may be most
convenient."(23*)

And at least one royal governor, Seymour of Maryland (1708),
relied definitely upon this section in upholding his right to
erect a municipal corporation.(24*)

    In general it is not evident that the governors had this or
any other particular clause distinctly in mind, or indeed that
they thought any specific authorization needful. For such a
feeling there was ample basis. The royal governor was the direct
representative, the general agent, of the crown in the colonies.
By virtue of this office he was capable of exercising the royal
prerogative within his jurisdiction, subject only to the
limitations imposed by his commission and instructions;(25*) and
this part of the prerogative was among those upon which no
limitations were placed. The general practice, therefore, among
the royal governors was a somewhat free exercise of this power.
    To this statement a few exceptions must be made. In at least
one instance a royal governor questioned his competency to
charter corporations. Lord Cornbury, governor of New York and New
Jersey, refused in 1704 to issue a new charter to the rector and
vestry of Trinity Church, New York City. "I told them," he wrote
to the Lords of Trade, "I did not perceive that by my Commission
I have any power to grant Charters of incorporation, and that I
would not venture to do it without such a power."(26*) In the
same year a charter prepared for St. Mary's Church in Burlington,
New Jersey, failed to receive his consent, presumably for the
same reason.(27*) In each of these cases, it will he observed,
the proposed charter was for a private corporation. It does not
appear that Cornbury was confronted with a request to charter a
municipal corporation.(28*) Inasmuch, however, as his New Jersey
commission, and probably the New York one as well, contained the
usual clause relating to "castles, cities, boroughs,"(29*) he
might have felt justified in granting charters for public
corporations of this sort, despite the general terms in which he
couched his refusal to the church "managers." Cornbury's caution,
however, won him no particular commendation from the Lords of
Trade;(30*) and neither his predecessors nor his successors
scrupled to erect either public or private corporations,(31*)
without encountering interference from the crown on this account.
    Another royal governor, Sir Francis Nicholson, may have been
haunted by a similar uncertainty as to his right to incorporate.
While governor of Virginia after the Revolution of 1688, he was
active in the movement to establish a college in that colony. But
he seems to have had no thought of issuing its charter of
incorporation, and to have entered cordially into the plan to
have "Commissary" Blair go to England to solicit a charter direct
from the crown.(32*) A little later, (1696), as governor of
Maryland (then temporarily under royal control), he looked to the
assembly to incorporate "the Commissioners and Trustees for the
Porte and Town of Annapolis;"(33*) and in the same year he
approved a "Petitionary Act" by which the assembly prayed the
crown to erect into a corporation, with powers humbly suggested
in the act, "the Rectors, Governors Trustees and Visitors of the
ffreeschools of Maryland."(34*) Again, when in 1722 he was
governor of South Carolina, Nicholson had the colony agents in
England instructed to obtain leave from the crown for the
incorporation of Charles Town into a city; and, when impatient of
delay in securing this authorization, he procured from the
assembly the passage of an act granting corporate
privileges.(35*) There seems to be no direct evidence in
Nicholson's case, however, that these actions were due to his
uncertainty as to his power to grant charters; and it is not at
all improbable that considerations of practical policy were
responsible for them.(36*)
    Finally, Thomas Hutchinson, who was governor of Massachusetts
just prior to the Revolution, inquired of the Lords of Trade in
1771 and 1772 whether he was not entirely competent to grant
charters of incorporation without the intervention of the
assembly, by virtue of his position as the crown representative.
The question there at issue was merely whether the existing
"Province Charter" abridged the prerogative in this particular.
And on this point the solicitor of the Lords of Trade, Richard
Jackson, remarked that in that colony

"the Governor though appointed by His Majesty nevertheless
derives his power immediately from the Charter, which in many
respects qualifies the power usually intrusted to his Majesty's
Governors in other Colonies."(37*)

    Besides these instances of skepticism on the part of the
royal governors themselves in regard to this power, the colonists
in a few instances contested the right of the governor to
exercise it. The first of these, apparently, was in Maryland, in
1708. Seymour, the royal governor, had issued a new charter
erecting Annapolis into a city. The assembly, which met not long
after, unanimously resolved that the governor had no power "to
grant the charter in Manner and fform as it is granted;" and the
Annapolis delegates elected under the charter were excluded from
the house. The governor indignantly denounced such "an
Extrajudicial Way" of presuming "to construe her most Sacred
Majesty's Royal Commission to me...," and stated that he looked
"on this Aukward Step as Derogatory to her Sacred Majesty's Royal
Prerogative." The assembly protested that they intended no
"disrespect to your Excellency or any desire to lessen the
prerogative of the Crown or the power that her Majesty has
invested your Excellency with;" but, observing that the power was
not clearly expressed in the governor's commission, they prayed
that he would "leave the Granting of Charters undetermined till
Her Majestys pleasure therein be further known."
    The governor forthwith dissolved this assembly. When another
had been convened, it took up the question and inquired if the
governor had received any special instructions in the matter.
Seymour responded with heat that he was already well satisfied
that he had ample authority from the crown "to erect cities and
boroughs as well as castles and forts, and that the first are to
be erected by privileges and grants from the crown, neither are
boroughs seldom or ever walled and fortified."(38*) Thereupon,
after a conference between committees representing council and
lower house, it was decided that with some modifications the
charter would be acceptable. An act was accordingly passed which
coded the charter with certain explanations and alterations which
were desired by the assembly. Thus the incident was closed, the
assembly virtually admitting the governor's legal right to grant
the charter.(39*)
    About half a century after this Maryland dispute a similar
objection was raised in Massachusetts. The General Court had
refused the petition of certain gentlemen in the western part of
the province for a charter for a new college in that section.
When Governor Bernard was appealed to for a charter in the name
of the crown without any act on the part of the assembly, he was
about to accede to the request when the cry was raised that he
had not the requisite power. The governor (according to his own
account) insisted that he possessed the right to grant charters
of incorporation, as the representative of the crown, but he did
not choose to force the matter to an issue.(40*) Hutchinson,
Bernard's successor, did a few years later take the trouble to
refer the question to the Lords of Trade, as we have seen, and in
this case their solicitor upheld the objection raised by the
colonists in view of the existence of the charter.(41*)
    In the royal colonies in general, however, where there were
no colony charters to complicate matters, no such objection
arose. For the most part the royal governors were troubled by no
doubts as to their competency to charter corporations; in the
main the colonists acquiesced in this as the normal procedure;
and the official correspondence of the English authorities
affords no indication that they took exception to this view.(42*)
It was by charters thus granted, usually with the consent of the
provincial councils, running in the name of the crown,(43*) and
sealed with the provincial seals, that most of the colonial
corporations were erected.
    The right of proprietary governors to incorporate was
presumably similar to that of the royal governors, except as the
proprietary patents from the crown may have contained limitations
on the proprietary's power at this point. In the cases of North
Carolina and New Jersey, as will be mentioned below,(44*) some
limitation on the right of the governor to incorporate was placed
by grants to the colonists and their assemblies. In New Jersey,
however, this limitation, if indeed it was ever effective,(45*)
was soon removed at least as far as East Jersey was concerned;
for in 1674 Sir George Carteret sent out an order that henceforth
"the Granting & confirming of Corporations shall bee in the power
of the Governor & his Councill."(46*) Elsewhere there seems to
have been neither specific authorization nor express limitation.
    In the charter colonies, finally, the governor possessed no
independent powers. In Rhode Island there appear a few instances
in which, as in England, the executive issued the actual charters
of incorporation at the bidding of the legislature. In general,
however, in these colonies the incorporating agency was the
"Governor and Company." which acted simply by the regular passage
of an act. And in any case the authority was to be traced through
the charter granted by the crown.
    The right of colonial legislatures to grant corporate
privileges was expressly bestowed, apparently, only in the
"Concessions" which the proprietors of Carolina and New Jersey
issued to prospective settlers in 1665. In these cases the
assembly was specifically empowered

"to erect raise and build within the said Province or any part
thereof such and soe many forts fortresses Castles Citties,
Corporat'ons Burroughs, Towns, Villages, and other places of
Strength and defence, and them or any of them to incorporate with
such Charters and Priviledges as to them shall seem good and the
Grant made unto us will permitt...."(47*)

Like other acts of the assemblies, such action was of course
subject to approval by the governor and council and to review by
the proprietary. A slight limitation on this power appears in the
"Fundamental Constitutions" which were promulgated for the
Carolina colony in 1669, wherein an article stipulates:

"All towns incorporate shall be governed by a Mayor, twelve
Aldermen, and twenty-four of the common Council. The said common
council shall be chosen by the present householders of the said
town; the Aldermen shall be chosen out of the common council, and
the mayor out of the aldermen, by the palatine's court."(48*)

    Obviously the section quoted has reference only to municipal
corporations. Even this limited power was soon curtailed, and
then withdrawn, in New Jersey. In 1672 the Lords Proprietors sent
out a "Declaration of the True Intent and Meaning" of the
Concessions, -- a document which was in part interpretative and
in part amendatory. Here the order is given that "no more
Corporations be confirm'd but by or with the special order of us
the LORDS PROPRIETORS."(49*) And two years later, after the
temporary reoccupation by the Dutch had ended and Lord Berkeley
had sold his share in the province to Fenwick and Byllvnge,
Carteret issued a new "Declaration" which, as we have seen,
withdrew from the assembly all powers relative to incorporation
so far as his jurisdiction extended.(50*) The various
"fundamental constitutions" which were issued by the later
proprietaries contain no mention of this power. In fact it is of
interest to observe that those issued in 1683 by the successors
to Carteret's title to East Jersey(51*) contain almost verbatim
the section in the Concessions from which the statement above (p.
16) has been quoted, minus the part specifically relating to
corporations.(52*)
    Except in these cases, therefore, the colonial assemblies
which undertook to create corporations were forced to rely upon
an implied power so to act; and the question whether this
implication was justified remained somewhat unsettled throughout
nearly the entire colonial period.
    The power, even though unexpressed, was least dubious in the
proprietary and royal colonies. Here the acts of the assemblies
could not become laws until approved by the representatives of
the proprietary or the crown, and they were further subject to
annulment by these ultimate authorities. Hence it might well be
argued that the essential consent of the final authority was as
truly obtained to charters originally granted on the initiative
of the popular representatives as to those issued directly by the
governors.
    Certainly the passage of acts of incorporation was sometimes
looked upon with favor in such colonies by governors, colonists,
and even crown ministers. Thus, for example, Cornbury in New York
and Nicholson in Maryland and South Carolina two governors who
were chary of exercising directly this part of the royal
prerogative -- both recommended and sanctioned acts of
incorporation passed by the assemblies.(53*) In Pennsylvania this
was the common method, at least after 1740, and when in 1751 the
proprietary offered to grant a charter to the new hospital for
which subscriptions were being obtained, his proffer was declined
on the ground that the assembly charter was preferred.(54*) And
when Increase Mather was in England after the Revolution of 1688,
the "great ministers of state" with whom he spoke countered his
suggestion that a "particular charter" be granted to Harvard
College by the crown: as he reported,

"Answer was made that it should be so if I desired it, but that a
better way would be for the General Court of the Massachusetts
Colony by a law to incorporate their College, and to make it an
University, with as ample privileges as they should think
necessary."(55*)

    The expediency of this method of incorporation was
occasionally, indeed, called in question. Governor Hutchinson of
Massachusetts thus wrote to the Lords of Trade in 1772 concerning
the erection of corporations:

"If there is nothing in the Constitution [i.e., the Province
charter] to abridge or restrain the Prerogative which is in the
Crown of creating Corporations it may be more eligible to make
them in that way than by a Legislative Act. The frequent passing
such Legislative Acts will strengthen the exception that is taken
to this part of the Prerogative."

And Solicitor Jackson, to whom the Lords of Trade referred the
question submitted by Hutchinson, admitted that the Massachusetts
acts directly under consideration were

"similar to some that Your Lordships and Your Predecessors have
objected to in other Colonies because they were passed for a
purpose which the power of the Crown was by itself competent to
effect...."(56*)

The Board of Trade had earlier once declared that "Incorporation
should arise from the bounty of the Crown by letters patent,
rather than by act of Assembly."(57*) Yet they repeatedly allowed
acts of incorporation. Indeed, of the many that must have been
passed upon, only five seem to have been disallowed. Three of
these -- two would-be charters for Harvard College, of 1692 and
1697, and a Maryland law relating to free schools were rejected
because "no power is reserved to his Maty to appoint visitors for
the better regulating the said Colledge" or schools.(58*) The
others, for Charles City, South Carolina (1722), and an Indian
missionary society in New England (1762), were disallowed on
grounds of the expediency of the incorporation.(59*)
    Precautions were sometimes taken in the colonies to avoid the
accusation of lack of deference to the royal prerogative. Thus in
South Carolina, after 1730, most of the acts of incorporation are
cast in the form of memorials to the crown, "praying his most
sacred Majesty that it may be enacted," and so forth; commonly
with the addition of a clause postponing the operation of the act
until the royal approval shall have been communicated to the
governor.(60*) The Maryland "petitionary act" of 1696, relative
to the establishment of a corporate board of visitors for the
proposed free schools in that colony, is couched in similar
language.(61*) It is not unlikely that this form was adopted
because the governors considered applicable to incorporations a
certain section frequently embodied in the governor's
instructions, which provided that no bills of an unusual or
extraordinary character by which the royal prerogative might be
prejudiced should be permitted to go into effect unless a draft
of the bill had previously received the royal approval, or unless
the operation of at least the extraordinary provisions was
suspended till the act had passed the royal scrutiny.(62*) This
practice, however, was by no means general in the royal colonies,
and it was not uniformly followed in South Carolina.(63*)
    On the whole, therefore, it may be concluded that in the
royal and proprietary colonies the legal right of the assemblies
to incorporate "under the negative of the governor" and subject
to disallowance by the higher powers was recognized. This method
of incorporation was the common one in Massachusetts (under the
province charter), Pennsylvania, Maryland, and South Carolina;
and in a few instances it was resorted to in other colonies of
these types.
    In the "charter colonies" -- Massachusetts till 1684,
Connecticut, and Rhode Island -- the situation was somewhat
different. These colonies were themselves corporations existing
by virtue of crown charters.(64*) Their powers of legislation
were technically based, at bottom, upon their right and power as
corporations to pass by-laws for their better government. Now it
was an established principle of English law that "one corporation
cannot make another corporation." This is the unqualified
declaration that appears in the first English book devoted to the
law of corporations, which was published in 1659;(65*) and it was
repeated in two decisions concerning the City of London, rendered
about 1700, which were probably known or cited in the
colonies.(66*) In presuming to pass acts of incorporation,
therefore, these colonies were acting in direct contravention of
this principle.
    In view of this fact, and the eagerness with which
unwarranted acts by the governing bodies of these colonies were
seized upon by their enemies to justify the cancellation of their
charters, it is not surprising that they acted cautiously in the
matter of incorporation. It is worthy of note that the only
corporations chartered in Massachusetts under the colony charter
were incorporated during the English Civil War.(67*) It may also
be significant that the act of 1650, by which Harvard College was
incorporated, was not included in the Book of the General Laws
and Liberties of the colony, published in 1660, nor in the
revised edition of 1672; while the original act of 1642, which
contained no incorporating clauses and which was in fact
superseded by the act of 1650, was included in each
collection.(68*) It is in Connecticut, however, that the
necessity for caution was most expressly recognized, notably in
the case of Yale College and again in the case of a trading
company.
    Yale College was founded at a time when the charter of
Harvard College was in an extremely uncertain position. It was
generally assumed that this charter had become void when the
colony charter, by the authority of which it had been granted,
was annulled, even assuming that authority to have been
originally adequate.(69*) Its officers were therefore seeking for
a new charter, and had not yet succeeded in drafting one to meet
the approval of the General Court, the governor, and the English
authorities; nor had the suggestion that a charter be obtained in
England met with favor.(70*) The promoters of the new institution
thought it wiser, therefore, not to seek an act of incorporation.
Their dilemma is well expressed in a letter of Oct. 6, 1701, from
Judge Samuel Sewall and Isaac Addington of Boston, who had been
appointed to draft the authorizing act. Thus they wrote to the
trustees, when enclosing a few "Hints" for the act:(71*)

"There is another cause which makes us slow and feeble in our
Progress; Not knowing what to doe for fear of overdoing.... We on
purpose, gave the Academie as low a Name as we could that it
might better stand in wind and wether; nor daring to incorporate
it, lest it should be served with a Writt of Quo-Warranto."

Nor would it have been only the college which might have been
served with such a writ, if the act had purported to create a
corporation, but the colony as well. Accordingly the so-called
first charter of Yale College merely authorized certain
"trustees, partners, or undertakers" to take the necessary steps
to establish and manage "a collegiate school."(72*) Later acts
relating to the affairs of the "school" were frequent, but nearly
half a century elapsed before it was formally incorporated.(73*)
    The case of the trading company is of special interest in
that it concerns a business enterprise. In October, 1729, the
assembly convened at New Haven was memorialized by "the New
London Company for Trade," asking for a "patent" allowing the
petitioners "to be a company" according to the tenor of certain
articles and covenants recently agreed upon. They asked besides
for power to issue bills of credit, "as we may see occasion at
any time for promoting or maintaining our trade," and that
forgeries of these should be punished as the law had prescribed
for those of the colony itself. But the "patent" was not
granted.(74*)
    In 1732 a more conservative petition was presented by the
same group. This represented that

"for the promoting and carrying on Trade and Commerce to Great
Britain and His Majesties Islands and Plantations in America, and
other of His Majesties Dominions, and for encouraging the
Fishery, &c, as well for the common good as their own private
interests,... they have agreed and united themselves together to
be a society, and have one common stock; also observing that, for
want of authority to act and proceed in the business aforesaid,
by votes, &c., as societies do, they labor under great
disadvantages in carrying on and promoting the business and ends
aforesaid."

They therefore prayed for the "countenance" of the assembly, "in
putting them into a politick capacity as a society."(75*) This
petition was favorably received. An act was passed which
constituted the petitioners "one society in fact and in name, by
the name of the New London Society united for Trade and
Commerce," and gave to them "and their successors" power to have
continual succession and to be "persons capable by law to sue or
be sued, by their name aforesaid, as other societies are by the
laws of this government."(76*) The officers, to be chosen
annually, were to consist of a moderator, a clerk, and a
treasurer. The moderator was to be "endowed and vested with
authority as other moderators in other societies by law are." And
a committee of three was to be appointed "for ordering the
prudentials of the society, and for the putting in execution the
orders, agreements and rules of the society, and carrying on and
promoting the affairs and interests thereof."(77*)
    It would seem that the society thus authorized was to all
intents and purposes a corporation, unless the assembly
positively lacked the right to grant corporate privileges. But
the elaborate precautions taken to disguise it appear in the
obvious endeavor to make it conform to the structure and follow
the principles of the contemporary ecclesiastical societies, and
in the utter absence of all such terms as "incorporate,"
"corporation," "body corporate and politic," "charter," "patent,"
and even "company."
    The later history of this "Society" throws still further
light on the attitude of the Connecticut government. Trading
operations may have been begun,(78*) but funds were raised in a
way not endorsed by the act. The members paid in their
subscriptions in mortgages,(79*) and upon these as security an
issue of £30,000 of bills of credit was provided for, about half
this amount actually printed, and a large number put in
circulation.(80*) Thus the company soon virtually established
itself as a "land bank," -- a favorite scheme of the period.(81*)
The governor, however, regarded this action as an abuse of the
privileges granted and summoned the company to appear before the
assembly at a special session which he called for February,
1733.(82*) There the society were desired

"to shew by what authority they had emitted some thousands of
pounds, in like manner with the bills of publick credit on this
and the neighboring Provinces, and to shew cause why they should
not refund to the possessors of them according to the face of the
said bills in a proper currency, and why they should not be
amerced for their mismanagement, and cease to be a society."

    The society pleaded that the assembly had no jurisdiction;
that the bills emitted were merely in the nature of bills of
exchange, which they had a right to issue;(83*) and further
claimed "that they were a fraternity and not dissolvable."(84*)
Nevertheless the assembly resolved that the society had forfeited
its privileges and repealed the act which had granted them.(85*)
    At the regular session of the assembly the following May
(1733) the members of the now legally defunct society endeavored
to obtain an act which should constitute them a company with
explicit power to issue bills of credit. The assembly thereupon
took into consideration the question whether it possessed the
power "to make a company or society of merchants," and after due
deliberation resolved,(86*)

"That although a corporation [such as the Governor and Company of
Connecticut] may make a fraternity for the management of trades,
arts, mysteries, endowed with authority to regulate themselves in
the management thereof:(87*) yet (inasmuch as all companies of
merchants are made at home by letters patents from the King, and
we know not of one single instance of any government in the
plantations doing such a thing,) that it is, at least, very
doubtful, whether we have authority to make such a society; and
hazardous, therefore, for this government to presume upon it."

And the new charter was refused, not least, however, as it was
then resolved, because such acts as it contemplated would be
contrary to the "peace and health of the colony."
    Connecticut did not again authorize such a company or society
of merchants until long after the Revolution. It was not many
years, however, before her assembly became bold enough to pass an
undisguised act of incorporation in behalf of Yale College
(1745). Yet in May, 1758, the governor and council negatived the
bill passed by the lower house on petition of Eleazar Wheelock,
for incorporating the Indian School so dear to his heart, "upon
the ground that their action would not be valid if ratified in
England, beyond this Colony, and that a corporation within a
corporation might be troublesome as Yale College had sometimes
been." Six years later a like appeal to the same colony again
proved unavailing.(88*) There were, however, a number of other
corporations similarly created both in Connecticut and in the
other charter colony -- Rhode Island.(89*) Nor was there any
effort, apparently, to attack the validity of such charters or to
undermine the colony charters because of the action. In the
latter part of the colonial period, therefore, the power of the
colonial assemblies to incorporate was at least acquiesced in not
only in the royal colonies, but in the charter colonies as
well.(90*)
    This acquiescence by the royal authorities is especially
significant in view of an act of 1741 by which Parliament
extended to the colonies the operation of the principal
provisions of the "Bubble Act" of 1720.(91*) This act forbade

"particularly the acting, or presuming to act, as a Corporate
Body or Bodies, the raising or pretending to raise transferrable
Stock or Stocks, the transferring or pretending to transfer or
assign any Share or Shares in such Stock or Stocks without legal
authority, either by Act of Parliament or by any Charter from the
Crown, to warrant such acting as a Body Corporate, or to raise
such transferrable Stock or Stocks, or to transfer Shares
therein...."

    The particular occasion for the passage of this extending act
was the floating in 1740 of the famous "Land Bank or Manufactory
Scheme" in Massachusetts;(92*) and the act was manifestly aimed
primarily to suppress or to prevent the formation of joint stock
enterprises of this general character which did not have the
sanction of crown or Parliament. The wording of the act, however,
is far more comprehensive. "Acting... as a corporate body...
without legal authority... by act of Parliament or by... charter
from the crown" was to be penalized. Now in the colonies there
were hardly any corporations which had been authorized by
Parliament;(93*) only a very few enjoyed charters direct from the
crown;(94*) and of the other colonial corporations only those
chartered by royal governors, in the name of the crown (including
perhaps the majority of the whole number, but by no means all),
could, strictly speaking, be said to be authorized by "charter
from the crown." Especially in the charter colonies, therefore,
where acts of the assemblies were not subject to approval by a
royal agent or to review by royal authorities, and where no clear
grant of power to incorporate could be shown in the colony
charter, it would seem to have been potentially a simple matter
to subject to the penalties of this act the soCieties or
companies whose only authorization or incorporation had been
secured from these legislatures. However, the act was never
invoked against any corporation formally created by any colonial
assembly. It is probable that there was no thought of affecting
colonial methods of incorporation when the act was extended to
America; the clause, "either by Act of Parliament or by any
charter from the Crown," is copied verbatim from the act of 1720,
in which its limiting significance was practically nil, inasmuch
as these were the only two methods by which corporate powers were
regularly bestowed in England. Moreover, the act was not utilized
to attack unincorporated joint stock companies, several of which
appeared in America before the close of the colonial period.(95*)
The act may possibly have hindered the development of colonial
joint stock companies, corporate or unincorporate. Certainly
resort might have been had to it if companies distinctly
objectionable to the royal authorities had been formed. But its
actual significance may easily be exaggerated. Virtually it seems
to have become a dead letter in the colonies, as the act of 1720
became a dead letter in England. There is no evidence that it was
of any consequence in the colonies after 1750.
    A few more words may well be said concerning the opinions of
Solicitor Richard Jackson rendered to the Lords of Trade on the
questions submitted by Governor Hutchinson, to which brief
reference has already been made.(96*) These opinions are
significant as being perhaps the only instances in which the
right of a colonial legislature to incorporate, and the
corresponding powers of a royal governor, were definitely passed
upon by a crown official.
    The Massachusetts General Court, in 1771, passed an act to
incorporate a marine society at Salem, similar to one established
at Boston and incorporated in 1754.(97*) After the manner of
Parliament the legislature prescribed the terms of incorporation
and empowered the governor to issue the formal charter.
Hutchinson refused assent to the act, because he believed
probably erroneously(98*)) that the disallowance of an act of
1762 incorporating a missionary society in New England had been
due in part to

"the tendency of such an act to call in question the power of the
Crown by the Governor to grant Charters of Incorporation, without
the aid of the General Assembly."

He therefore inquired of the Lords of Trade his rights in the
matter.(99*) No answer being forthcoming, Hutchinson gave his
assent to this act when it was repassed in May, 1772, and
likewise to a similar act incorporating the Overseers of the Poor
of Boston; but he did not issue the formal charters and wrote
again to the Lords of Trade that he would withhold them till he
knew "the King's Pleasure" on the question of incorporating in
this fashion.(100*)
    On July 14, 1772, Mr. Jackson reported his opinion that both
acts were "certainly proper legislative Acts," and strongly
intimated that the charter limitations in Massachusetts were in
that colony a legal bar to incorporation by the governor without
the support of an act of assembly.(101*)
    Nine months later, apparently not wholly satisfied with this
opinion, the Lords of Trade requested Jackson's opinion on the
question

"whether by the Principles and provisions of the Charter of the
Province of Massachusetts Bay, the power of granting Patents of
Incorporation is or is not thereby vested in the General
Court."(102*)

To this Jackson answered:

"I have reconsidered the said Acts and have perused the said
Charter and am of opinion that the power to incorporate, not by
Patent but by Act of Legislature is vested in the General Court,
under the negative of the Governor by the Principles and
Provisions of the said Charter, inasmuch as the said Charter does
not only grant full powers of Legislature to the General Court,
of which the power to incorporate is a part, but has obviously in
view the old Charter which it recites and under which this power
was exercised frequently, for the constituting of Townships as it
was evident it must still continue to be by somebody under the
new one."(103*)

    Whether this opinion would have been upheld in an English
court may be doubted: for, in the first place, as will be pointed
out below , the erection of townships could hardly be regarded as
a precedent for the creation of true corporations;(104*) and, in
the second place, it is by no means clear that the power to
incorporate would have been included among general powers of
legislation, -- for even in England Parliament exercised the
right


only infrequently and the crown lawyers repeatedly pointed out
that the exercise of certain powers by Parliament implied nothing
as to colonial powers of legislation.(105*) Jackson's opinion may
possibly have been the more favorable to the colonists because he
had lately served (1760-71) very acceptably as the English agent
of Connecticut, one of whose corporations -- Yale College -- had,
in the interim between the two opinions, conferred on him the
degree of LL.D.(106*) But whether or not this pronouncement, or
the grounds upon which it was expressly based, is to be regarded
as legally correct, its existence without a counter-opinion is
indicative of the liberal way in which the right of incorporation
was regarded as belonging to the colonial legislatures.
    It would appear, then, that not only Parliament and the
crown, but colonial proprietors, governors, and legislatures as
well, possessed, within limits which were not always clear but
which were for the most part wide, the right to erect
corporations for operation in America. To what extent was this
right exercised?


NOTES:

1. The first joint stock corporation was chartered in 1555. W. R.
Scott, The Constitution and Finance of English, Scottish and
Irish Joint Stock Companies to 1720 (Cambridge, Eng., 1910-12),
ii, 37.

2. Edward P. Cheyney, "Some English Conditions Surrounding the
Settlement in Virginia," in Amer. Hist. Rev., xii, 512 (1907).

3. The English law of corporations during this period is
presented in Lord Justice Coke's decision in the Case of Sutton's
Hospital (1612), 10 Coke; William Shepheard's Of Corporations,
Fraternities and Guilds... (London, 1659); Anon., The Law of
Corporations... (London, 1702); and William Blackstone,
Commentaries on the Law of England (1st ed., Oxford, 1768), i,
467-485.

4. Blackstone, Commentaries, i, 472-473.

5. Ibid. Note the wording of the preamble of the act of 6 Geo. I,
c. 18 (1720), which authorized the crown to grant charters, on
specified conditions, to two insurance companies: "... whereas
the sole Right and Prerogative of granting Charters of
Incorporation (not being such as are repugnant to any Law or
Statute of this Realm) doth belong to your Majesty." After the
Revolution of 1688, however, it was recognized that the crown
could grant no exclusive or monopoly privileges without authority
from Parliament.

6. Blackstone, Commentaries, i, 473.

7. Shepheard, Corporations, 3; Blackstone, Commentaries, i, 472;
E. H. Warren, in Harvard Law Review, xxi, 308 (1908).

8. Case of Sutton's Hospital, 10 Coke 33 b (1612). Cf.
Blackstone, Commentaries, i, 472-474.

9. See Charles Deane, "The Forms in Issuing Letters Patent by the
Crown of England," in Mass. Hist. Soc. Proc., 1st Series, xi,
166-174 (1869).

10. It is not clear that there were in the colonies any
corporations existing "by prescription" or "at the common law."
In 1833, however, a judge of the federal Circuit Court stated (in
the Case of Sarah Zane, reported in Hazard, Register of Pa., xiv,
esp. 308-309): "The view which we feel constrained to take of the
Constitutions of 1701, 1776, and 1790, all of which remain in
force, so far as respects the rights of property, conscience, and
religious worship, is this: that all bodies united for religious,
charitable, or literary purposes -- though without a written
charter or law -- are to be considered as corporations by
prescription, or the usage of the common law of the State, with
all the attributes and incidents of such corporations, and
entitled to all rights which are conformable to the customs of
the Province." It is to be doubted whether this was "good law."
Cf. Dillingham v Snow et al., 5 Mass. 547, 568, where it was held
that a corporation might be proved to be such without showing the
act of incorporation.

11. Blackstone, Commentaries, i, 474,

12. Case of Sutton's Hospital, 10 Coke 33 (1612),

13. G. T. Lapsley, The County Palatine of Durham... (New York,
1900), 35-36.

14. A. M. Davis, "Corporations in the Days of the Colony," in
Col. Soc. of Mass. Pubs., i, 185-190 (1895).

15. Ebenezer Hazard, Historical Collections: Consisting of State
Papers and Other Authentic Documents... (Philadelphia, 1792-94),
i, 136.

16. Ibid., i, 333,

17. The Colonial Records of North Carolina.... Ed. by W. L.
Saunders (Raleigh, 1886-90), i, II; Hazard, State Papers, i, 166;
Pa. Colonial Records (Minutes of the Provincial Council of
Pennsylvania.... Harrisburg, 1838-52), i, 22.

18. Hazard, State Papers, i, 448.

19. N. C. Col. Recs., i, 30, III.

20. Edward McCrady, The History of South Carolina under the
Proprietary Government (New York, 1897), 54-58, points out that
both the Maryland and Carolina charters were based on the Heath
patent for Carolana.

21. Quoted from the Pennsylvania charter, in Pa. Col. Recs., i,
22 (ed. 1858). For corresponding clauses in the other patents,
see N. C. Col. Recs., i, 11; J. L. Bozman, History of Maryland...
(Baltimore, 1837), ii. 17.

22. Hazard, State Papers, i, 444. For corresponding clauses in
other charters, see ibid., i, 162 (New Albion), 329 (Maryland),
and N. C. Col. Recs., i, 22, 103. Cf. also E. B. Greene, The
Provincial Governor in the English Colonies of North America (New
York, 1898), 8-9, and H. L. Osgood, The American Colonies in the
Seventeenth Century (New York, 1904-07), ii, 4-7.

23. N. Y. Col. Recs. (Documents Relative to the Colonial History
of the State of New York.... Ed. by E. B. O'Callaghan, Albany,
1856-61), iii, 540. For similar clauses in other commissions, see
N. H. Province Papers (Documents relating to the Province of New
Hampshire.... Ed. by Nathaniel Bouton, Concord, etc., 1867-71),
i, 439, ii, 6-7, 60, 309, 370-371; N. Y. Col. Recs., iii, 377,
827; N. J. Archives (Documents relating to the Colonial History
of the State of New Jersey, 1st Series. Ed. by W. A. Whitehead,
F. W. Ricord, and W. Nelson, Newark, 1880-92), ii, 497, iii, 298,
iv, 1, vi, 9, vii, 2-4, ix, 30, 194-195, 272, 368-372; N. C. Col.
Recs., vi, 529. Commonly the advice and consent of the council is
stipulated. Note the resemblance to the clause in proprietary
charters; see supra, 8-9.

24. See infra, 13-14.

25. See Greene, Provincial Governor, 92-93; Edward Channing,
History of the United States, ii, 245-248.

26. Letter of June 30, 1704, in N. Y. Col. Recs., iv, 1114-1115.

27. N. J. Arch., xiii, 396n; W. S. Perry, ed., The History of the
American Episcopal Church... (Boston, 1885), i, 601.

28. The instrument which is sometimes referred to as the
"Cornbury charter" of New York City was merely a "patent" for
some land on Nassau Island: Documentary History of the State of
New York, ed. by E. B. O'Callaghan (Albany, 1849-51), iii, 425;
N. Y. Council Minutes, x, 148 (Calendar, 217).

29. N. J. Arch., ii, 497. The New York commission is not
accessible.

30. See letter in reply from Lords of Trade, Aug. 24, 1704: N. Y.
Col. Recs., iv, 1117-1118. The action does not appear to have
been mentioned again.

31. Numerous instances of New York corporations are given below,
and all of them were chartered by royal governors, except Trinity
Church, whose second charter, at Cornbury's recommendation, was
procured from the assembly. Bellomont, Cornbury's immediate
predecessor, protested against two particular charters, one of a
public and the other of a private corporation, which his
immediate predecessor had granted; but his action can hardly be
interpreted as questioning the governor's right to incorporate;
see infra, 53, 76. Cornbury's doubt was repeated in much the same
form about 1766 in connection with a request for a charter for a
Presbyterian church, but here the legal question was outweighed
by the ecclesiastical one; see infra, 77.

32. See infra, 45-46.

33. Archives of Maryland, (Baltimore, 1893-1912), xix, 452, 498
f.

34. Ibid., 420-426. See infra, 72.

35. See infra, 58-59.

36. On Nicholson, see the sketch in the Va. Mag. of Hist. and
Biog., vii, 154 (1900).

37. Acts... of the Province of Massachusetts Bay... 1692-1780
(Boston, 1892-96), v, 190-191; and see further infra, 27 29.

38. Obviously he has reference to the clause quoted supra, 8.

39. Md. Arch., xxvii, 213, 216, 191-193, 229-230, 232-234,
272-273, 275-276.

40. Letter of Bernard to Lords of Trade, April 12, 1762: Mass.
Prov. Acts, iv, 562-563; Josiah Quincy, History of Harvard
University (Boston, 1860), ii, 105-112, 464-479.

41. See Supra, 13, and infra, 27-29.

42. No exhaustive study of the records has been made as a basis
of this assertion, but it seems highly probable that evidence to
the contrary would be prominent if it existed at all.

43. For this reason the charters thus granted are frequently
termed "royal charters." They should be distinguished, however,
from those which were granted in England, directly by the crown;
for the crown authorities in England had even less supervision
over the charters granted by the colonial governors than they had
over colonial acts of incorporation, which at least were subject
to review in England.

44. See infra, 16.

45. See infra, 67.

46. N. J. Arch., i, 174.

47. N. J. Arch., i, 33; N. C. Col. Recs., i, 83. The Duke of
York's leases and releases to the New Jersey proprietors do not
mention this right: N. J. Arch., i, 8-14. Compare proprietary
charters and commissions to royal governors, quoted supra, 9, 10.

48. N. C. Col. Recs., i, 202. These were formally abrogated in
1693, and were never fully in force.

49. N. J. Arch., i, 100. Cf. Penn to the Provincial Council, Jan.
2, 1691-92: "And ffor all New Towns or Charters or Counties &c
Nothing to be done but by my Knowledge and Consent...." Pa. Mag.
of Hist. and Biog., xxxiii, 425.

50. N. J. Arch., i, 174. See supra, 15.

51. These were never in force: E. P. Tanner, The Province of New
Jersey, 1664-1738 (New York, 1908), 88-90.

52. N. J. Arch., i, 399-400.

53. See infra, 58-59, 70, 72, 76-77.

54. See infra, 83.

55. Quoted by A. M. Davis (Corps. in Col., 206) from "Brief
Account concerning Several of the Agents of New England, their
Negotiation at the Court of England, with some Remarks, etc.
[Increase Mather.] London, 1691, p. 21."

56. Mass. Prov. Acts, v, 190-191.

57. Quoted, apparently from a letter of Aug. 2, 1750, in E. B.
Russell, The Review of American Colonial Legislation by the King
in Council (New York, 1915), 178.

58. Russell, Review of Amer. Col. Legis., 177. Mass. Prov. Acts,
i, 38-39, 288-290; and infra, 77, 84-85.

59. See infra, 58-59, 80-81; and Russell, Review of Amer. Col.
Legis., 178.

60. See, e. g., S. C. Stats. at Large, iii, 431-436, viii,
106-114. Cf. N. C. Col. Recs., ix, 818, for Governor Martin's
postponement of granting a new charter requested by the
Wilmington freeholders, in 1774, till the previous sanction of
the crown officials could be received.

61. See supra, 12.

62. The South Carolina instructions are not available for the
time of the passage of these acts. The clause appears at least as
early as 1708 and was probably generally included thereafter.
See, e. g. the commission of Lovelace in New Jersey: N. J. Arch.,
iii, 320.

63. Cf. N. Y. Col. Laws, i, 564-569 (Trinity Church), and Edward
McCrady, The History of South Carolina under the Royal Government
(New York, 1899), 42-43 (Charles City).

64. See infra, 39-41.

65. Shepheard, Of Corporations, Fraternities and Guilds, 9, 112.

66. Robinson v. Groscot, Comberbach 372 (1696), and Cuddon v.
Eastwick, 1 Salkeld 192 (1704).

67. In addition to Harvard College there was authorized in 1652 a
corporation for providing a water supply on Conduit Street,
Boston, which because of the lack of a corporate name may not
have been a legal corporation: cf. infra, 89. At various times,
beginning as early as this, efforts were made to secure a
municipal charter for Boston, without success; but the records do
not indicate that the doubt of power to grant the charter
prevented the passage of the act desired. Josiah Quincy,
Municipal History of Boston (Boston, 1852), 16-18.

68. A. M. Davis, Corps. in Col., 199. Judge S. E. Baldwin states
(Private Corporations, 266-267 and elsewhere) that the grant of
the Harvard College darter was a ground for attack upon the
colony charter; but I have been unable to find evidence to
support his statement.

69. Quincy, Hist. of Harvard Univ., i, 58, 276, and passim; A. M.
Davis, Corps. in Col., 203-210. See also the letter of Governor
Cranfield of New Hampshire to the English authorities, June 19,
1683, quoted in Palfrey's History of New England (Boston,
1859-75), iii, 412 n. Acting on a similar assumption, many of the
colonial corporations which had been chartered by royal governors
sought, after the Revolution, for acts confirming old charters or
granting new ones.

70. Quincy, Harvard Univ., i, 81-109, 151, 158-159; and cf.
Supra, 18.

71. Letter Book of Samuel Sewall (Mass. Hist. Soc. Colls., 6th
Series, Boston, 1886-88), i, 263 264; Forrest Morgan, Connecticut
as a Colony and as a State... (Hartford, 1904), i, 427-429.

72. The Public Records of the Colony of Connecticut... Ed. by J.
H. Trumbull and C. J. Hoadley (Hartford, 1850-90), iv, 363-365:
October, 1701.

73. In 1745. See infra, 85.

74. Connecticut MSS. Archives (Trade and Maritime Affairs), i,
No. 161: quoted in A. M. Davis, Currency and Banking in the
Province of Massachusetts Bay, part ii, Banking (New York, 1901),
105. This company is best discussed in this chapter by Davis.

75. Quoted from the preamble of the act: Conn. Col. Recs., vii,
390-391.

76. Cf. act of May, 1705: ibid., iv, 500-501.

77. Ibid., vii, 390-392.

78. F. M. Caulkins, History of New London. (New London, 1852),
243.

79. See proceedings for dissolution: Conn. Col. Recs., vii,
421-422.

80. Talcott Papers (Hartford, 1892, 1896), i, 269-270; A. M.
Davis, Mass. Bay Banking, 112, 118.

81. Cf. A. M. Davis, Mass. Bay Banking, passim, and infra, 90-91
(New Jersey scheme, 1740).

82. Talcott Papers, i, 268-270.

83. Conn. Col. Recs., vii, 420-421. Note the judicial character
of the proceedings.

84. Conn. MSS. Arch. (Trade and Maritime Affairs), i, No. 168:
quoted by A. M. Davis (Mass. Bay Banking, 108 n).

85. Conn. Col. Recs., vii, 421-422.

86. Ibid., vii, 449.

87. See Robinson v. Groscot, Comberbach 372 (1696); Cuddon v.
Eastwick, 1 Salkeld 192 (1704). Massachusetts had already done
this: Mass. Col. Recs. (Records of the Governor and Company of
the Massachusetts Bay.... Ed. by N. B. Shurtleff, Boston,
1853-54), iii, 132-133, 135 (1648).

88. John M. Shirley, The Dartmouth College Causes, and the
Supreme Court of the United States (Chicago, 1895), 22-23. In the
latter instance the petitioners desired permission to locate
anywhere. For trouble with Yale College, see Benjamin Trumbull, A
Complete History of Connecticut... (New Haven, 1818), ii, chap.
12.

89. See infra, 78-79, 83, 85, 88-90, 100.

90. The growing strength of the colonies and the growing
complexity of England's own problems probably help to account for
this acquiescence.

91. Statutes at Large, 14 Geo. II, c. 37. Cf. act of 1720: ibid.,
6 Geo. I, c. 18, esp. sects. xviii-xxviii. Cf. also A. M. Davis,
"Provincial Banks, Land and Silver," in Col. Soc. of Mass. Pubs.,
iii (Boston, 1900), 27-28, and ibid., Mass. Bay Banking, 152,
160-163.

92. A. M. Davis, Mass. Bay Banking, chap. 7.

93. See infra, 38.

94. See infra, 32, 34, 35, 38, 39-41, 46.

95. See infra, 91-98.

96. See supra, 13, 18.

97. See infra, 101.

98. See Supra, 18, and infra, 80-81.

99. Letter of May, 1771: Mass. Prov. Acts, v, 190.

100. Letter of May, 1772: Mass. Prov. Acts, v, 190-191.

101. Ibid., v, 191: quoted supra, 13.

102. Mass. Prov. Acts, v , 191.

103. Opinion dated April 13, 1774: ibid., v, 191.

104. See infra, 61-63.

105. George Chalmers, Opinions of Eminent Lawyers on Various
Points of English Jurisprudence. (London, 1814), i, 263-264, 296.

106. Conn. Col. Recs., xi, 357, xiii, 518; S. E. Baldwin,
"American Business Corporations before 1789," in Amer. Hist.
Assoc. Report, 1902, i, 261.

Chapter 2

Colonial Corporations Chartered in England

    The corporations chartered for activity in the American
colonies were created, for the most part, by charters from
authorities in the colonies. On the other hand there were several
corporations whose primary concern was with this section of the
New World that were chartered in England, nearly all by the
crown. About half of these maintained the seat of the corporation
in England and remained distinctly English in complexion and
control; among these are to be counted the earliest colonization
companies and several famous missionary societies. The other half
were from the outset or quickly became distinctly American in
control and in the location of their governing bodies; of these
the most noteworthy were the "companies" whose destinies were
linked with those of the colonies of Massachusetts, Rhode Island,
and Connecticut. Inasmuch as both of these classes of
corporations were English at least in charter, and especially
since many of them were concerned with the founding of colonies,
they may well be considered before those which developed entirely
in the colonies and which were throughout definitely American in
origin, charter, control, and location.
    The first of these English corporations to be formed
primarily for an American enterprise was erected in January,
1587, by an "indenture of graunt" given by Sir Walter Raleigh,
now by royal patent "chiefe gouvernour of... Virginia," to John
White and twelve others, "of London, Gentlemen."(1*) These were
constituted a body corporate with the title of the Gouernour and
Assistants of the Citie of Ralegh in Virginia;(2*) and to them
was granted "free libertie to carrie with them into the late
discouered barbarous lande, and countrie, called... Virginia...
such, and so many of her Maiesties Subiects, as shall willingly
accompany them,... and also diuers and sundrie other
prerogatiues, iurisdictions, royalties and
preheminencies...."(3*) These were then the leaders of the
expedition which set out for Virginia in May, 1587.(4*)
    Two years later Raleigh made a new indenture with certain of
the original associates (most of whom were still "lying in
Virginia") and nineteen "merchants of London" "aduenturers...
purposing and intending to be made free of the corporation,
companie and societie lately made by the sayd Sir Walter Raleigh,
in the Citie of Raleigh, intended to be erected and builded in...
Virginia...." These agreed to "adventure divers and sundry sums
of money, merchandises, and shiping, munition, victual, and other
commodities into the said forraine and remote country of...
Virginia...." In consideration whereof Raleigh assigned to the
combined company privileges for seven years of freedom of trade
to and from the colony and freedom from rents and taxes; and as
further evidence of his "zeale of planting the christian
Religion, in... the sayde barbarous and heathen countries, and
for... the common vtilitie and profite of the inhabitants
therein, as also for the incouragement of the sayde" adventurers,
he liberally gave the company the sum of £100 to use as they
should see fit. Furthermore, Raleigh covenanted for himself,

"his heyres and assignes vpon sufficient and reasonable request
made to him by the persons aforesayd, or any of them, their
heires or assignes,... at any time, or times hereafter, to
ratifie, affirme, and approue by his deede, or deedes, or by any
other conueiance, or conueiances in lawe, the corporation
heretofore made, by him the sayd Sir Walter Raleigh, consisting
of the Gouernor, and twelve assistance as by his sayd indenture
made to John White and others, more plainely doth appeare, for
the more perfect, and better assurance, and sure making of the
sayd corporation, if any imperfection, and want in law thereof
bee. And further that hee the sayde Sir Walter Raleigh, his
heyres, and assignes, shall, and will, as much as in him or them
lieth, procure, and indeuor to obtaine, the Queene's maiesties
letters patents, for ratification, approbation, and more sure
confirmation, of the sayde corporation, and societie, with al
prerogatiues, commodities, iurisdictions, royalties, priuiledges,
and preheminences, whatsoeuer graunted and conueied by her
maiestie to the saide Sir Walter Raleigh...."(5*)

    It would appear from this document that the corporation was a
joint stock company or business corporation rather than the
municipal corporation which the name suggests.(6*) But what its
development might have been cannot be surmised, for it probably
did not survive Governor White's return from Virginia in 1591
with the news that the colonists had disappeared.
    The Raleigh corporation had better known successors. The
first of these was known as the Virginia or London Company,
which, though twice reorganized on a new basis and with somewhat
different membership, may be regarded as a single company.(7*)
This was first constituted by a grant from James I in 1606, but
by its first "charter" no corporate privileges seem to have been
given.(8*) Charters of 1609 and 1612, however, formally confer
upon the grantees the privileges of a corporation, with the title
of The Treasurer and Company of Adventurers and Planters of the
City of London, for the first Colony in Virginia.(9*) This
company was frankly a business corporation. It was organized on
the model of the East India Company. It attracted over a hundred
of the same shareholders, and prominent business men were leaders
in both.(10*) Business motives were dominant; as Crashaw lamented
in a sermon to the company in 1610: "Tell them of getting XX. in
the C. [20 per cent]. Oh how they bite at it, oh how it stirres
them? But tell them of planting a Church, of converting 10,000
souls to God, they are senseless as stones, they stirre no more
then if men spoke of toies and trifles."(11*) The business
motives were indeed necessary to raise the capital requisite to
plant the colonies, though religious motives were also appealed
to in raising funds: "the number of investors large and small
rose to thousands; general collections were taken up and
lotteries carried on for its expenses."(12*)
    The company was active for a time. It sent out numerous
expeditions and considerable supplies and made strenuous efforts
to develop the country agriculturally, industrially, and
commercially. Especially energetic were the efforts to develop
the tobacco cultivation and on this basis to secure a monopoly of
the tobacco trade in England. Incidentally efforts were made to
keep the colonists in good spirits, and subsidiary joint stock
companies were formed, not alone for setting on foot a glass
furnace to make glass and beads, and fishing and trading
ventures, but also "for Transporting 100 Maids to Virginia to be
made Wives."(13*)
    But the company, like its predecessor, was short-lived. Its
problems of management were much larger and more complicated than
even its capable business men were prepared to solve. Many of its
enthusiastic subscribers got lukewarm or colder and failed to pay
up their subscriptions. The colonists were poorly selected and
were unsuccessful both from their own standpoint and from that of
the company. The expected trade did not materialize. The company
therefore was not financially successful. Furthermore -- in part
doubtless because of this it was racked with internal
dissensions, and it got into the bad graces of the sovereign and
some of his powerful ministers. Such a combination of adverse
influences it could not withstand. In 1624 it became insolvent
and did not survive the steps taken in that year by the attorney
general to have its charter annulled, though judgment was not
finally entered until 1632.
    The next company affecting the territory of the future United
States was like its predecessors essentially a business
undertaking, incorporated in 1620 by a crown charter naming it
the Councill established at Plymouth, in the County of Devon, for
the planting, ruling, and governing of New-England, in
America.(14*) Here the corporate body did not consist, as in the
cases of the Virginia Company and the East India Company (1600),
of the body of stockholders, but of a "Councill" of forty
persons. This corporation maintained its existence for fifteen
years. It promoted the fishing industry and established some
temporary fishing settlements; and it was the source of numerous
grants for colonizing ventures in New England, including notably
those of the Plymouth colony and of the more famous Massachusetts
Bay Company.(15*) But its efforts were not long successful; in
1623 it was well-nigh moribund, and in 1635 it surrendered its
charter.(16*)
    Mention may be made, in passing, of some other English
business corporations which were concerned in the New World,
though not with that part of it which separated from the mother
country at the Revolution.(17*) Thus in 1610 a charter, probably
similar to that of the Virginia Company, was granted to the
Treasurer and Company of Adventures and Planters of the Cities of
London and Bristol for the Colony or Plantation in
Newfoundland.(18*) In 1612 a group of "undertakers" purchased the
rights of the Virginia Company to the Bermuda Islands, and
succeeded so well in the exploitation of the islands that in 1615
they applied for and secured a charter as the Governor and
Company of the City of London for the Plantation of the Somers
Islands, with Sir Thomas Smythe, treasurer of the Virginia
company, as first governor.(19*) In 1627 a crown charter was
obtained for the Governor and Company of Noblemen and Gentlemen
for the Plantation of Guiana.(20*) In 1630 there was erected a
corporation for printing what are now known as the Mosquito
Islands, off the coast of Nicaragua, which constituted "in
several respects the most important and progressive English
settlement, in the islands off the coast of America during the
reign of Charles I."(21*) Probably the most famous of all was
chartered in 1670 as The Governor and Company of Adventurers of
England trading into Hudson's Bay, which has yet not ended its
long and generally prosperous career.(22*) Finally in 1692 a
group of London merchants obtained from Parliament a
fourteen-year charter, with exclusive privileges in the fisheries
of the North Atlantic waters, for what is known as the "Greenland
Company." This enterprise was poorly managed, unsuccessful, and
soon fell through.(23*)
    None of these corporations, however, had any great
significance for that part of America which became the United
States, and most of them were short-lived and ineffective.
    One other of the "original thirteen" colonies was founded
and, for a time, governed by a completely English corporation.
This was the one in which James Oglethorpe was the moving spirit
and for which he obtained, in 1732, a charter from George II
incorporating himself and nineteen others as the Trustees for
establishing the Colony of Georgia.(24*) This corporation,
however, belongs to a distinctly different type from the ones
which have just been mentioned. Here the dominant motive was not
profit-making, but charity'. and in consequence the charter bears
close resemblance to those of the eleemosynary corporations of
its day. But it was no more successful than its predecessors of a
business nature; and in 1752, a year before its charter was to
expire by limitation, the trustees voluntarily gave over their
rights to the crown.(25*)
    Besides these English companies a few of other nationalities
must be mentioned. Henry Hudson was sailing in the service of the
Dutch East India Company (formed 1602) when in 1609, searching
for a westward passage to India and Cathay, he discovered New
York.(26*) But this company took no interest in America and did
not follow up this discovery.
    A Dutch West India Company had been a favorite project since
1592 with Willem Usselinx, Antwerp born, and bred a merchant in
Antwerp, Siam, and the Azores.(27*) The States-General issued a
charter early in 1607, but owing to rivalries of cities and
parties and capitalist backwardness, no use was made of it.(28*)
Under the stimulus of an offer (1614) of exclusive privileges to
discoverers of new places who should make four voyages thereto, a
group of Dutch merchants formed in 1614 The United New Netherland
Company and secured a special grant for four years for the
purposes of trade, apparently without corporate powers. A renewal
of its grant was refused.(29*) After repeated failures the
promoters of the West India Company procured a new charter in
1621, authorizing a capital of six million florins
(£500,000).(30*) Its fundamental purpose was to injure the
Spaniards and rob their treasure fleets, but in 1623 it began
trading operations in New Netherland. The early years were
markedly successful from the pecuniary viewpoint, chiefly because
of its conquests. But the basis for permanent prosperity was not
laid; the directors allowed their private interests to take
precedence over the company's interest; politics, domestic and
international, proved an opposing factor; and in 1638 the
company's monopoly was abolished.(31*) Opposition to the
Portuguese and jealousy of the English supplemented its internal
troubles, and for many years the company had been in sore
financial straits and accomplishing little in the New World, when
in 1664 the English seized New Netherland. Thereafter the company
did not appreciably affect the province, Despite the brief
reoccupation by the Dutch a few years later.
    Dissatisfied with the charter of the Dutch West India
Company, Usselinx went to Sweden and obtained from Gustavus
Adolphus in 1626 a twelve-year charter for the General Commercial
Company of the kingdom of Sweden, known as the South
Company.(32*) Delays, reorganizations, amplification of the
charter, but slight activity and none at all relative to America,
characterized the next few years. By 1646 the company was
practically dead. In 1636 a small "New Sweden" company was formed
and chartered, led by Peter Minuit and Peter Spiring, and in 1638
its first expedition landed in the Delaware. Other expeditions
followed, colonists were planted, and a modest trade developed.
Reorganized in 1642, it continued to enjoy privileges from the
crown and sent out more colonists and trading expeditions. In
1652, however, its privileges were materially curtailed by
throwing open the tobacco trade, and the definite establishment
of Dutch supremacy soon after reduced its importance. In
reorganized form it continued connection with the colony for many
years, despite political changes, but it was no longer of
particular significance.
    These companies belong in the same category with the English
companies for trade and colonization, although they are not
precisely analogous to the English corporations in essential
powers and privileges.
    Another important group of corporations active in America
secured charters in England and had both their origin and their
seat in the British Isles. These were the missionary societies,
which aimed at the evangelization of the Indians.
    The first was the President and Society for the propagation
of the Gospell in NEW ENGLAND, frequently known as "the New
England Company." This was incorporated by act of Parliament in
1649, during the suspension of the royal power.(33*) After the
Restoration (1662), however, despite its distinctly Puritan
complexion, the society secured from Charles II a new charter,
which confirmed it in the possession of corporate powers.(34*)
    Near the end of the seventeenth century a Presbyterian
society was founded in Edinburgh with a similar purpose, and two
years after the Parliamentary union with England (1709) this was
incorporated as The Society in Scotland for Propagating Christian
Knowledge.(35*)
    Most important of all, perhaps, was the missionary organ of
the Established Church, known as The Society for the Propagation
of the Gospel in Foreign Parts, which was incorporated in 1701,
with its seat in London.(36*)
    All three of these, while retaining their bases in the mother
country, carried on active operations in America down to the
Revolution; and although their efforts were expended elsewhere
thereafter, the war and its consequences did not end their
corporate existence.
    Besides these incorporated bodies there were several similar
missionary and charitable organizations which operated without
charters. Such, for example, were "a society of noblemen and
gentlemen in London, for the relief and instruction of poor
Germans, and their descendants, settled in Pennsylvania, and the
adjacent British Colonies..."(37*) and certain associates for the
conversion of adult negroes and the education of their
children.(38*)
    In contrast with these corporations, which are to be called
American only in the sense that in America lay the primary sphere
of their operations, there were a few which in spite of their
European charters were more thoroughly American corporations.
Foremost among these were the three which were identified with
the more important New England colonies.
    The first obtained in 1628 a grant from the Council for New
England, and a year later secured from the crown not only a
confirmation of this grant, but also an independent charter of
incorporation with the title of the Governour and Company of the
Mattachusetts Bay in Newe-England. This company, while in the
form of a business corporation like the East India and Virginia
companies, was not actuated to any great extent by the hope of
pecuniary profit, and it soon lost what little financial
character it originally possessed. It was rather dominated by the
desire to establish in the New World a colony in which certain
ways of thinking and living might find an unhampered expression.
As such it was more successful than its contemporaries and
predecessors of a business nature. Soon after its organization
its leaders took the bold step of transferring its seat to
America. There established it gradually lost its private
character, and out of its corporate organization it evolved the
political system of the chief New England colony.(39*) In 1684,
indeed, the Massachusetts Bay Company was deprived of its
corporate charter, by scire facias proceedings, and the "province
charter" granted in 1691 did not reestablish the corporate form
of organization. But in the struggle of half a century to
maintain the first charter the corporate organization had made an
indelible impression on the governmental machinery; and the
province charter, while it did not rebuild the corporate
structure, contained many of the important features which the
corporation under its earlier charter had developed.(40*)
    Soon after the opening of the English Civil War three towns
to the south of the Massachusetts Bay colony petitioned
Parliament for a charter granting them powers of self-government.
Accordingly the Commissioners of American Plantations, acting by
authority of an act of Parliament, granted in 1643

"to the aforesaid Inhabitants of the Towns of Providence.
Portsmouth, and Newport, a free and absolute Charter of
Incorporation, to be known by the Name of the Incorporation of
Providence Plantations, in the Narragansett Bay, in
New-England."(41*)

This "charter," which the towns accepted in 1647 and to which
they conformed until the Restoration, may not technically have
created a corporation. It is not in the usual form and it does
not specifically grant any of the general powers customarily
belonging to corporations, except "to make and use a public
seal."(42*) Uncertainty on this point might well have existed at
the time, for there was no recognized sovereign to give assent to
the grant and no substitute for the crown had vet been evolved.
    After the Restoration, however, Charles II was prevailed upon
to replace this charter, whose validity was no longer to be
relied upon, with another. The new charter, granted in 1663, was
quite definite in its terms and, besides specifying the usual
general powers which appertained to corporations, it provided
that the petitioners

"shall be... forever hereafter, a body corporate and politick, in
fact and name, by the name of the Governor and Company of the
English Colony of Rhode-Island and Providence Plantations, in
New-England, in America."(43*)

    A year before (1662) Charles II had granted a like charter
making the towns of Connecticut a corporate province.(44*)
    Both of these charters, in general form not dissimilar to
that of the Massachusetts Bay Company, were the fundamental law
in these two colonies down to the Revolution; and indeed it was
not until 1842 that Rhode Island's charter was definitely
replaced by a new state constitution.(45*) Here, then, were two
important public corporations in the colonies which long
maintained a corporate existence by virtue of charters from the
English crown.
    In addition to these "charter colonies" at least two other
corporations, of a somewhat less public character, were organized
under English charters for establishment in America -- a
Pennsylvania trading company and the college in Virginia.
    The Free Society of Traders in Pennsylvania (46*) was
chartered by William Penn early in March, 1682, a few months
before his departure for his province.(47*) Penn had earlier
refused an offer of

"six thousand pounds, and pay the Indians for six shares, and
make the purchasers a company, to have wholly to itself the
Indian trade from south to north, between the Susquahanagh and
Delaware Rivers, paying me two and a half per cent.
acknowledgment or rent."(48*)

In contrast to this the preface to the articles of settlement of
the Free Society remarks:

"It is a very unusual Society, for it is an Absolute Free One,
and in a free Country: A Society without oppression; wherein all
may be concerned that will; and yet have the same Liberty of
private Traffique, as though there were no Society at all."(49*)

    In May of the same year, by one of the "laws" agreed upon in
England by the "governor and freemen" of the province to be
founded, the charter was in some sense ratified.(50*) In England
its articles of association were drawn up (March 25), most of its
stock subscribed, and the first "General Court" or organization
meeting held (May 29).(51*)
    In spite of this distinctly English origin, however, the
society was intended from the outset to be a thoroughly American
institution in activity and control, and it was designed to play
an important part in the province. Its base of operations was to
be promptly removed to America; and its articles provided that
after that event each stockholder not resident in Pennsylvania
was restricted to a maximum of a single vote unless he should own
at least one thousand acres of inhabited land in the province,
while those who had this much of a stake in the success of the
province or who had gone thither to settle were allowed two votes
for two shares and three votes for six shares or more (Arts. I,
II).
    In addition to its charter Penn granted the society a city
lot running from river to river and containing one hundred acres,
and twenty thousand acres of land in the country, including four
hundred in the "City Liberties," with the privileges of a manor,
including the right to representation in the provincial
legislature.(52*) Plans were made for a variety of operations
besides ordinary trade and commerce: during the first year, for
example, the society was to send over two hundred servants, "of
such Trades and Capacities as may be most for the benefit of the
Society;" mines were to be operated; and the society was to
assist the Indians in making settlements (!) (Arts. VIII, XIX,
XXII). It was required that the officers and servants of the
society should dispose of their private purchases of furs through
the society, and others were permitted to do similarly, the
society's English factors attending to the entire business. The
advantages of this phase of its activities were especially
stressed in the roseate preface to the articles.(53*)
    The early days of the society were bright. On April 26, 1682,
the subscription book showed subscriptions of £5400, made by over
two hundred persons, in sums ranging from £25 (a half share) to
£400. Within the next few weeks these may have been materially
increased.(54*) It may perhaps be presumed that the original
deposit of five per cent of the subscriptions was paid in at this
time as required. At the meeting in May it was directed that the
first instalment of one quarter should be completed within one
month,(55*) and this constituted the original capital. Before
Penn left London letters to the "Emperor of Canada" were
prepared, with a view to establishing friendly relations for
trade.(56*) Its first president, Nicholas More, was honored with
provincial offices: in May, 1683, he became secretary of the
council; a year later speaker of the assembly; and in August,
1684, one of the five provincial judges.(57*) A number of
artisans were imported as "servants to ve Society."(58*) A
tannery and a grist mill were erected in 1683, a saw mill and a
"glass house" in 1684. At first the English cargoes in which
considerable sums were invested were profitably disposed of.(59*)
    Penn continued his favor and interest. He wrote a committee
of the society in London in August, 1783:

"I am sure, I have not turned my back upon any offer, that tended
to its prosperity; and though I am ill at projects, I have
sometimes put in for a share with her officers, to countenance or
advance her interest:... I... assure you, that I am heartily
inclined to advance your just interest, and that you will always
find me Your kind cordial friend."

And he seconded the urging of the officers in Pennsylvania that
some thousands of grapevines, "with some able Vinerons," be sent
out from France, and Frenchmen for establishing the linen
manufacture.(60*)
    Genuine prosperity, however, never was realized. The
Pennsylvania assembly failed to ratify the charter, to the
disappointment of the London members. Claypoole, the treasurer,
wrote Penn April 1, 1683:(61*)

"we are likely to suffer both in our stock and reputation when it
comes among the people. I am afraid they will say they are all
cheated, for the charter or Patent which thou signed was a great
inducement to many to subscribe and to others to pay in their
money... get all things done in relation to the company to answer
our engagements, and the people's expectations, if the charter be
uneasy let it be mended if it cannot be mended lay it aside, and
make another for a charter there must be, or the company cannot
subsist."

The proprietary charter seems not to have been regarded as
sufficient, for later suits were brought against officers of the
company rather than against the company itself, and its lands
were held by trustees.
    The president, More, proved impossible to get along with, was
replaced in 1684 by Benjamin Chambers, and in his capacity as
judge fell into disgrace, without yet being clear of the
society's business.(62*) The Indian trade failed to develop as
had been expected. Goods were sold on trust, and the society
found itself unable to collect on them. As early as May, 1684,
the condition of its affairs was such that the secretary wrote
that the society had neither money nor credit, and added: "I am
so weary of the Society's business that I will get clear as soon
as I can."(63*) Penn wrote earnestly to the council, from
England, in 1686:

"The society is a great Reproach to ys Province, & in nothing
more then not sending an account of the debts & credr which I
stayd there so long & lett so often for, & saw effected. That
itself was mislay'd or lost or designedly kept back after all yt
pains, so yt my own credit, yt I saw it & ys totall of debt 6000
lbs. odd hundred & ye credt 9000 lb. odd hundred pounds, was all
they had to rest upon, & certainly merchands & traders yt trust
in themselves, but their books, had little reason to give me that
respect pray call the President or chief officer before you on my
complaint, order him to transmitt a faithful account. I writt to
them to transmitt ye govermt of it hether, wch would serve the
Province, content the present rich members here, & encourage
others to come in for fresh stock can only save it with fresh and
other methods."(64*)

The society in the province became involved in acrimonious
disputes and exhausting litigation. Early in 1687 Penn felt
impelled to write Thomas Lloyd:

"This quarrel about the society has made your great guns heard
hither: I blame nothing, nor the society here, to be sure; but I
could wish Dr. Moore and P.[atrick] R.[obinson] could have been
softened, and that J. Cl.[aypoole] had been more
composed...."(65*)

    Active operations were soon suspended. Efforts, seconded by
Penn, continued to be made by stockholders in England to have an
accounting made by the officers, and the affairs of the society
were several times before the provincial council.(66*) The
efforts were long in vain. By 1704 the society was referred to as
"ye old Pensilvania Compa."(67*) In 1721, however, the assembly
passed a bill providing for its dissolution and the distribution
of its assets; and in 1723, when Governor Keith had satisfied
himself that such measures would operate with justice, an act
appointing trustees for this purpose was approved.(68*) Thus,
after an existence extending over a period of forty years, the
company came to an end.
    Finally must be mentioned the College of William and Mary,
which enjoys the distinction of being the only colonial college
to be incorporated directly by royal charter. The agitation for a
college in Virginia had begun almost with the founding of the
colony and had continued sporadically throughout the seventeenth
century. It was not until the last decade of the century,
however, that the movement became effective, then largely through
the energetic efforts of Rev. James Blair. This gentleman,
commonly known as "commissary Blair" because of his office in the
Established Church, was sent to England in 1691, to seek a
charter from the crown, with the warm support of Governor
Nicholson and the House of Burgesses.(69*) In England he
encountered some opposition, chiefly on financial grounds, and a
great deal of inertia. However, after spending nearly three years
and some £360 he left for Virginia in 1693 with a charter from
William and Mary and financial support to boot.(70*)
    The college did not fulfil all the high expectations which
had been aroused, but it succeeded in maintaining its corporate
existence and serving to some extent the educational needs of
Virginia to the end of the colonial period.
    Numerous other colonial requests from the colonies for crown
chapters failed. Increase Mather sought one for Harvard, by
vigorous exertions extended over several years. Similarly Samuel
Davies exerted himself on behalf of the New Jersey College at
Princeton, Eleazar Wheelock for his Indian school (later
Dartmouth College), and George Whitefield for the orphan school
which he wished erected into Bethesda College.(71*) Petitions for
charters for companies to deal in naval stores, particularly by
the Byfield and Dudley groups, met with a like fate early in the
eighteenth century.(72*)
    Charters direct from the crown were sought partly to attract
financial support from England, partly to secure a standing which
would better bear attacks in the colonies and in England, partly
to secure the counsel of more experienced and wiser English
heads. William Smith, a New York lawyer, writing to Eleazar
Wheelock's agent there, March 30, 1767, remarked:

"An incorporated body will not only acquire rights maintainable
by law in the courts of justice, but command the favor of the
government, who without that sanction, may at such distance from
the crown oppress the undertaking a thousand ways and utterly
destroy it."(73*)

    The reasons for failure to secure such charters were various.
Opposition from the colonies was sometimes a factor, as in the
case of the naval stores companies. Unwillingness to move unless
the wheels were oiled with more liberality than colonial
petitioners were in a position to do played a part. Eleazar
Wheelock wrote, April 7, 1769, telling of his failure to get a
charter for his school, that the board of trust told him that

"Experience... has fully taught them that by means of an
incorporation, such designs became jobs, and are soon ruined
thereby. They choose to hold the monies collected there in their
own hands for this purpose...."(74*)

In the main, however, it was probably the pressure of other
business, the caution against taking unnecessary steps, and mere
inertia that prevented the granting of more charters for local
American corporations.
    In some cases not a charter but an order for a charter was
all that was requested. William Smith, for instance, advised in
1767 with reference to Wheelock's Indian school:

"A petition should be proffered to his majesty, for a mandamus to
the governor and council and all subordinate persons, to pass a
charter according to a form annexed in hoc verba, under the great
seal of the province; and at the same time a standing instruction
should be procured to the governor and secretary for Indian
Affairs, to aid countenance and protect the corporation in the
execution of the powers and privileges granted to them by the
charter, as they will answer to the x x x x x at their
peril."(75*)

It is not clear that any request of this nature was granted.
    In all, then, there seem to have been active in the territory
of the thirteen colonies prior to the Revolution more than a
dozen corporations, each of which possessed one or more charters
granted in England, most of them by the crown, and several more
with charters from other European states. Most of them were
concerned with trade, colonization, and government, three,
however, with evangelistic effort, one primarily with trade, and
one with higher education. The large majority were dominated by
business motives. These were perhaps least successful, though the
lack of a common basis of comparison makes such an assertion of
little weight. At all events none of the business corporations
had a continuous active existence of more than a score of years
and all ended in discouragement; while six of the other eight
survived as corporations to the Revolution. Three of these
survivors had from the beginning maintained the seat of the
corporation in America, while the other three -- the missionary
societies -- conducted their operations from a British base. As a
class these corporations were among the most important of those
active in the American colonies.



NOTES:

1. Hazard, State Papers, i, 42-43.

2. Richard Hakluyt, The Principal Navigations, Voyages,
Traffiques, and Discoveries of the English Nation, ed. by Edmund
Goldsmid (Edinburgh, 1885-90), xiii, 358.

3. Hazard, State Papers, i, 42-43.

4. See list of members of this expedition in ibid., i, 40-41.

5. Hazard, State Papers, i, 42-45. Apparently the only evidence
of this corporation now extant is the paragraph in Hakluyt's
Voyages and the indenture of 1589, printed by Hakluyt (ed. 1589,
p. 815) and reprinted by Hazard.

6. Cf. W. R. Scott, The Constitution and Finance of English,
Scottish and Irish Joint Stock Companies to 1720 (Cambridge,
Eng., 1910-12), ii, 244-245, contra. Different writers have had
various interpretations of these documents.

7. See esp. the account in Scott, Joint Stock Cos., ii, 246-258,
266-289; Alexander Brown, The First Republic in America (New
York, 1898), and documents in Alexander Brown, The Genesis of the
United States (Boston, 1890); Channing, Hist. of the U. S., i,
157-226; Osgood, Amer. Cols. in the Seventeenth Century, i,
23-97; Mag. of Amer. Hist., xxix, 371; "Discourse of the Old
Company," 1625, urging a new charter, in Va. Mag. of Hist. and
Biog., i, 155-167, 287-309 (1893-94); and L. D. Scisco, "The
Plantation Type of Colony," in Amer. Hist. Rev., viii, 260-270
(1903).

8. Hazard, State Papers, i, 50-58.

9. Ibid., i, 58-81, esp. 64.

10. Thomas Smythe, Richard Hakluyt, and others of Raleigh's
corporation were members. Smythe was at the same time governor of
the Muscovy and East India companies, treasurer of the Virginia
Company, and a member of the Levant Company. Cheyney, English
Conditions Surrounding the Settlement in Va., 514.

11. Brown, Genesis of the U. S., i, 362.

12. Cheyney, English Conditions Surrounding the Settlement in
Va., 511-512, 527; G. L. Beer, Origins of the British Colonial
System (New York, 1908), 29.

13. Scott, Joint Stock Cos., iii, 466-467.

14. Charter in Hazard, State PaPers, i, 103-1 18, esp. 107. 

15. See ibid., i, 298-304, ii, 597-605 ; Scott, Joint Stock Cos.,
ii, 303-304; Miller Christy, in Amer. Hist. Rev., iv, 685-702
(July, 1899). 

16. For its history, see Scott, Joint Stock Cos., ii, 301-306;
Osgood, Amer. Cols., i, 98-103, 239-255; Amer. Antiq. Soc. Proc.,
1867, pp. 97-131.
 
17. Cf. also C. M. Andrews and F. G. Davenport, Guide to the
Manuscript Materials for the History of the United States to
1783, in the British Museum, in Minor London Archives and in the
Libraries of Oxford and Cambridge (Washington, 1908), 21, 32, 33,
283, 395, for various proposals which bore no fruit. 

18. Scott, Joint Stock Cos., ii, 317-318. 

19. Scott, Joint Stock Cos., ii, 261-262. Cf. ibid., 263-297,
passim. 

20. Ibid., ii, 325. 

21. Ibid., ii, 328-330.

22. Ibid., ii, 228-237; George Bryce, The Remarkable History of
the Hudson's Bay Company (London, 1900). 

23. Scott, Joint Stock Cos., ii, 379. The fact that monopoly
privileges were granted explains the presence of an act of
Parliament. Henry Elking, A View of the Greenland Trade and
Whale-fishery (London, 1722). 

24. Charter in Poore, Charters.and Consts., i, 369-377. 

25. For its history, see Jones, Hist. of Ga., vol. i, esp. chaps.
4, 5, 27; and "A Brief Account of the Establishment of the Colony
of Georgia under Gen. James Oglethorpe, Feb. 1, 1733," reprinted
in Peter Force, Tracts... (Washington, 1835), i, No. II.

26. H. C. Murphy, Henry Hudson in Holland... (reprint, The Hague,
1909), treats briefly of the origin of the company and more fully
of Hudson's connection with it.

27. J. F. Jameson, Willem Usselinx, Founder of the Dutch and
Swedish West India Companies (New York, 1887), deals in detail
with its projection and promotion, though but slightly with its
American activities.

28. Ibid., esp. 31-35.

29. E. B. O'Callaghan, History of New Netherland... (New York,
1848), i, 70-85.

30. Cf. Jameson, Willem Usselinx, esp. 34-47, 54-76; O'Callaghan,
New Netherland, i, 71, 86-93, and Appendix A (the charter). G. M.
Asher, in his Bibliographical and Historical Essay....
(Amsterdam, 1854-67), pp. xviii-xix, compares it with the East
India Company, O'Callaghan with English colonizing companies.

31. O'Callaghan, New Netherland, bk. I, chaps. 2-6; J. R.
Brodhead, History of New York (New York, 1853), chaps. 5-20.

32. Jameson, Willem Usselinx, 93-100; Amandus Johnson, The
Swedish Settlement on the Delaware... (Philadelphia. 1901), i,
52-58. For the Swedish companies I rely largely on Johnson's
lengthy account. Cf. also Hazard, Register of Pa., iv, 373-374.

33. Charter in Hazard, State Papers, i, 635-636. See esp. account
in Vening, New England Company. This is probably the organization
referred to by Edward Randolph in a letter of March 26, 1684, to
the Archbishop of Canterbury, in which he says it was chartered
by letters patent about 1643 as "The Governor and Company for
Evangelizing the Indians in New England": Toppan, Edward
Randolph, iii, 287-291. See also Briggs, Amer. Presbyterianism,
97-99, xxxvi-xxxix; Hazard, State Papers, ii, 438, 453; John W.
Ford,... Correspondence.... of the New England Company....
(London, 1898); Pa. Mag. of Hist. and Biog., xxv, 134, 286;
Andrews and Davenport, Guide, 66, 70, 299, 330.

34. Vening (New England Company, 294) states that Sir Robert
Boyle was largely influential in securing this charter.

35. Briggs, Amer. Presbyterianism, 297-303; Chase, Dartmouth
College, i, 8; A Summary Account of the Rise and Progress of the
Society. (Edinburgh, 1783). Cf. Conn. Col. Recs., x, 97-98;
Andrews and Davenport, Guide, 66, 67.

36. Perry, Amer. Epis. Church, i, 197-205; C. F. Pascoe, Two
Hundred Years of the S. P. G., 1701-1900 (London, 1901).

37. Cf. William Smith, A Brief History... (1755), mentioned in
Andrews and Davenport, Guide, 292-293; Charles Evans, American
Bibliography... (Chicago, 1903- ), iii, 124, No. 7569.

38. Hazard, Register of Pa., i, 428-429 (1828).

39. Charter in Hazard, State Papers, i, 239-255. Cf. Scott, Joint
Stock Cos., ii, 312-315; Osgood, Amer. Cols., i, 128-223;
Channing, Hist. of U. S., i, 322-323. Cf. Emory Washburn,
"Transfer of the Colony Charter of 1628 from England to
Massachusetts," in Mass. Hist. Soc. Proc., 1st Series, iv,
154-167 (1859); Mellen Chamberlain, in Mass. Hist. Soc. Proc., 2d
Series, vii, 109-112 (1893); articles by Joel Parker and Charles
Deane, in ibid., 1869.

40. Charles Deane, "The Struggle to Maintain the Charter of King
Charles the First, and its Final Loss in 1684," in Winsor,
Memorial History of Boston (Boston, 1980), i, 329-382. The 1691
charter is in Poore, Charters and Consts., i, 942-954.

41. Hazard, State Papers, i, 539-540; R. I. Col. Recs., i,
143-144. The petition seems to have called for "a free Charter of
Civil Incorporation and Government."

42. Cf. A. M. Eaton, "The Right to Local Self-Government," in
Harvard Law Rev., 1900, esp. xiii, 570-573.

43. Hazard, State Papers, ii, 612-623.

44. Ibid., ii, 597-605. Cf. N. P. Mead, Connecticut as a
Corporate Colony (Lancaster, Pa., 1906).

45. Poore, Charters and Consts., vol. ii, "Rhode Island."

46. A good account of the history of this company is given in
Judge S. E. Baldwin's Amer. Bus. Corps. before 1789, pp. 257-262.
Its articles, published in London, 1692, are reprinted in the Pa.
Mag. of Hist. and Biog., v, 37-50 (1881).

47. An abstract of the charter is in Scharf and Westcott, Hist.
of Phila., i, 89.

48. Penn to Robert Turner, 25th 6th mo., 1681, in Armstrong,
Hist. Soc. of Pa., Memoirs, i, 212-213.

49. Pa. Mag. of Hist. and Biog., v, 39. The comment is highly
significant as to the typical trading corporations of the day.
Penn is said to have aided in drafting the charter and
constitution: Scharf and Westcott, Hist. of Phila., i, 85.

50. Pa. Col. Recs., i, 40 (No. 31).

51. Hazard, Register of Pa., i, 394-397; letters of James
Claypoole, treasurer, in R. B. Graff, Genealogy of the Claypoole
Family of Philadelphia (Philadelphia, 1893), 23, 26-32.

52. Pa. Arch., i, 44; Baldwin, Bus. Corps., 260-262; Penn to the
committee, Aug. 16, 1683, in Robert Proud, The History of
Pennsylvania... (Philadelphia, 1797), i, 264.

53. Pa. Mag. of Hist. and Biog., v, 39, 47.

54. Ibid., xi, 175-180. Cf. Art. IV. £25 was the minimum
subscription permitted, but five men might subscribe together in
one man's name. James Claypoole, the treasurer, wrote his brother
in this month: "wee have about £8000 subscribed, and do expect it
will bee made up £10000 the 1/2 of wch we take in at present: and
ye other 1/2 as wee shall have occasion next year or
afterwards...": Graff, Claypoole Family, 31.

55. Hazard, Register of Pa., i, 394.

56. Ibid., i, 397, ix, 112.

57. Pa. Col. Recs., i, 73, 105, 119, 121.

58. Cf. Pa. Mag. of Hist. and Biog., viii, 328, 339, 439.

59. Baldwin, Bus. Corps., 262.

60. Proud, Hist. of Pa., i, 264.

61. Graff, Claypoole Family, 38.

62. Claypoole to Penn, April 1, 1683; Proud, Hist. of Pa., i,
295-298; Proprietor v. Moore, in Pennypacker, Pa. Colonial Cases,
39-48; Pa. Col. Recs., i, 135-137, 139-141, 145-146, 153.

63. Baldwin, Bus. Corps., 262, quoting Claypoole's MSS. Letter
book.

64. Pa. Mag. of Hist. and Biog., xxxiii, 308-309.

65. Proud, Hist. of Pa., i, 298-299, quoting also letter of June
6, 1687, along the same line; Pa. Col. Recs., i, 112, 146-147,
149, 189; Pennypacker, Pa. Colonial Cases, 86-88.

66. Pa. Col. Recs., ii, 136-137, 160; Penn-Logan Correspondence,
ii, 108.

67. See letter of Penn to governor and council, Dec. 15, 1703:
Pa. Col. Recs., ii, 136-137.

68. Ibid., iii, 138-139; Pa. Charters and Acts, i, 91-95.

69. P. A. Bruce, Institutional History of Virginia in the
Seventeenth Century (New York, 1910). esp. i, 380-401. Bruce says
Nicholson was the "chief promoter and chief supporter." The house
of Burgesses voted £200 for expenses and drew up an address to
the king and queen.

70. Bruce, loc. cit.; Doyle, Eng. Cols., i, 270-272; Tiffany,
Prot. Epis. Church, 33-35; Perry, Amer. Epis. Church, i, 115 122;
Va. Mag. of Hist. and Biog., esp. vii, 165, 391 (1899-1900); L.
G. Tyler, Williamsburg (Richmond, 1907), 110-124; and for both
history and charter, Hist. of the College, 1693-1870.

71. Diary of Samuel Davies (MSS.); Shirley, Dartmouth College
Causes, 21-27; infra, 82.

72. E. L. Lord, Industrial Experiments in the British Colonies of
North America (Baltimore, 1898). 6-7, 15-39; Hist. Soc. of Pa.
Memoirs, iv, 255, 347, 352, 382 (1850); Ashurst to Winthrop,
Sept. 9, 1704, in Hinman, Letters..., 318-319; Andrews and
Davenport, Guide, 399, 402.

73. Shirley, Dartmouth College Causes, 24.

74. Ibid., 27.

75. Ibid., 24.


Chapter 3

Public Corporations with American Charters

    With the exception of the few which have just been discussed,
all of the corporations which were active in the territory which
was to become the United States may be said to have been American
in origin and charter as well as in other important respects. In
considering these distinctly American corporations, numerous as
they are, some classification is desirable. Such a
classification, however, is difficult to make. The law of the
period, even as presented by Blackstone on the eve of the
Revolution, did not differentiate the various types; and the
charters do not admit of ready grouping in all cases, even when
they are accessible. For convenience, nevertheless, we may
somewhat arbitrarily set off the public corporations from the
private ones, applying a distinction then unrecognized. Within
the group of public corporations we may attempt to distinguish
the corporate boroughs and cities from the "corporate towns" of
lesser dignity, and to notice separately such miscellaneous
public corporations as those charged with administering poor
relief or public education. And among the private corporations it
is possible to distinguish particularly those which were
organized for religious, charitable, educational, and business
purposes.
    Of the public corporations the chartered municipalities which
were known as "boroughs" and "cities" belong first in order of
prominence.(1*) As we have seen, most of the proprietary grants
and the commissions to royal governors, not to mention other
colonial documents, bear indications that the growth of these
institutions and lesser corporate towns in America was looked
upon as a matter of course.(2*) In treating of these corporations
the difficulty of terminology is serious. In Virginia, for
example, the boroughs were merely election districts from which
burgesses were sent to the colonial assembly. they do not seem to
have been corporate entities.(3*) In the same colony some of the
first settlements were named "James City," "Charles City,"
"Henrico City," and so forth;(4*) but there seems to be no
evidence that they were ever accorded corporate privileges. In
Pennsylvania, furthermore, where the corporate borough has since
become an important unit of local government, the borough charter
of Chester (1701), while it grants certain powers of
self-government, seems to lack entirely the "words sufficient in
law" which were necessary to create a corporation; and the
charter of Bristol (1720) is only slightly more definite.(5*) So
far as the distinction between corporate boroughs and corporate
cities is concerned, indeed, the difficulty of classification may
be neglected. Even in England, where a city was generally a
borough which sewed as the seat of a bishop, the line was not
sharply drawn;(6*) and in America, where this mark of distinction
was not available, no more can be truly said than that the city
was, or was expected to be, of greater importance than the
borough.
    The first of the score or more incorporated boroughs and
cities was chartered in Maine by the proprietor, Sir Ferdinando
Gorges, in 1641. "The Planters and Inhabitants of Acomenticus"
were ordained into "one bodie politique and corporate... by the
name of the Maior Aldermen and ---- (7*) of the Towne of
Acomenticus within the Province of Maine...." To the mayor and
aldermen was given power not only to hold courts, build
fortifications, etc., but to make and execute "such by lawes
orders and ordinances as are accustomed to be made in Townes
Corporate in England," as should be "wholesome and necessary" and
"consonant vnto the Lawes orders and ordinances vsed in England;"
and further "to make as many free Burgesses of the said towne as
they shall think fitt, and to disfranchise any of them for iust
and reasonable Cause...."(8*)
    A year later (March 1, 1641-42), specifically reciting the
"Citties Burroughes and Townes" section of his charter, Gorges
made a new grant for the erection of a "Cittie or Towne,"
"Corporacon," or "Incorporacon," by the name of Gorgeana,(9*)
whose mayor, twelve aldermen, and twenty-four common councilmen
should constitute a body corporate. It appears that, whether or
not their limits were precisely coextensive, the new "Citty"
supplanted the older "corporate Towne," and thus the first
American city was formally established.
    Unfortunately the city hardly justified the dignity which was
thus thrust upon it, though it seems to have operated under its
charter for a time. In 1652 it was one of the settlements rudely
annexed to the Massachusetts Bay by the commissioners sent from
Boston, and it was at that time reduced in form to the level of
the ordinary (unincorporate) Massachusetts town, with the simple
name of York.(10*)
    The second American municipality was New York.(11*) In 1650,
while the province was under Dutch control, a committee of the
States-General recommended a municipal government for New
Amsterdam;(12*) and in 1652 it was accorded privileges similar to
those enjoyed by the "free cities" of Holland.(13*) When the
English came into possession, Governor Nichols revoked (1665) the
earlier form of government and proclaimed that the officials
henceforth "shall be knowne and call'd by the name & Style of
Mayor Aldermen & Sherriffe, according to the Custome of England
in other his Maties Corporacons;" and by a supplementary
commission ordered that the inhabitants of Manhattan Island
should "bee for ever accounted, nominated and Established, as one
Body Politique and Corporate."(14*) Except for the period of the
Dutch reoccupation, 1673-74,(15*) this proclamation remained the
basis of the city's privileges until 1686. In 1683 the mayor and
aldermen petitioned the governor, Dongan, for a confirmation of
their "ancient privileges," with certain additional ones, and he
communicated the request to the Duke of York.(16*) It is to be
presumed that at least he received no unfavorable response,
despite James's jealousy of municipal corporations, for three
years later (1686) he issued a formal charter of incorporation
which elaborately expressed the details of the municipal
government.(17*) The validity of this charter was brought in
question, inasmuch as James, though he had been a year on the
throne when the charter was issued, had neglected to provide his
governor with a new seal appropriate to his more exalted
position, and Dongan accordingly had to use the out-of-date
instrument.(18*) Finally, in 1730, Governor Montgomery issued a
charter which quieted all these uncertainties, established the
validity of acts under the Dongan charter, and continued the
government in much the same form.(19*)
    The province of New York boasted two other municipalities
with seventeenth century charters. The Dutch burghers of Albany
received a charter from Governor Dongan in 1686, a few months
after he had issued the one for New York; and despite the same
danger because of the inadequate seal, the charter remained the
foundation of the government there down to the Revolution.(20*)
Ten years later (1696) the inhabitants of the little village of
Westchester secured from Governor Fletcher a charter which
constituted them a borough or city.(21*) Fletcher's successor,
Bellomont, protested vigorously against the extravagant nature of
this charter, saying that although the "city" consisted of only
about twenty houses, it enjoyed greater privileges than any other
town in America.(22*) The Lords of Trade admitted that the
charter looked extravagant in some particulars;(23*) but it seems
to have survived the agitation against it.(24*)
    The third city in America, in order of chronological
sequence, was the seat of government in the province of Maryland,
which Lord Baltimore incorporated as St. Mary's City in
1667.(25*) The town was never large. In 1678 Lord Baltimore
himself described it as containing no more than thirty houses,
and those far apart.(26*) In 1694, when the "capital" was removed
to embryonic Annapolis, the importance of St. Marys was
practically wiped out. It continued to be represented in the
assembly, however, until 1708, when the sheriff of the county
reported that he could find no inhabitants upon whom to serve the
writ of election.(27*) It is hardly hazardous to assume that the
corporation, whatever it had become, had been virtually extinct
for some time.
    The two remaining municipal charters of the seventeenth
century were granted by William Penn to Philadelphia and
Germantown. Shortly before Penn returned to England in 1684, to
defend his rights against Lord Baltimore, a committee of the
council was appointed to draw up a borough charter for
Philadelphia;(28*) and if the preambles of the later charters are
to be trusted, some sort of a borough government was then
established. In 1691 Penn issued a formal city charter, which
apparently went into effect, but lost its force when, in 1692,
Penn was temporarily ousted from the control of his province by
reason of the turn in English politics.(29*) In 1701, however, he
issued a new one, similar in the main to the charter of 1691, and
this continued in force till the Revolution.(30*)
    The proprietor also granted a borough charter to the settlers
of Germantown, dated in London, 1689, which formally "passed the
seals"(31*) in the province in 1691. This charter survived the
change in government which disturbed the Philadelphia government,
but it aroused little enthusiasm among the German inhabitants of
the borough, and in 1707, when it was found impossible to fill
the offices provided for by its terms, it was formally
surrendered.(32*)
    During the seventeenth century, therefore, seven different
incorporated boroughs and cities were chartered in America. In
the eighteenth, prior to the Revolution, more than twice that
number were added. All of these were south of New England, whose
lone representative in the earlier period had been ill-fated
Gorgeana; but each of the other colonies, except Georgia, counted
at least one of the number.
    Of these eighteenth century municipal corporations, New York
contributed only one. This was the "Borough town of Schenectady,"
whose charter passed the seals on Oct. 23, 1765, in the face of
strenuous opposition by the Albany authorities.(33*) It is not
certain that the charter ever went into effect.(34*) During the
succeeding years there was some agitation for a new charter, and
the council, in 1767 and 1770, took some steps, though apparently
inconclusive ones, in this direction.(35*) At all events, there
seem to be no satisfactory records of corporate activity there
until the legislature newly incorporated the town in 1798.(36*)
    In Pennsylvania three new boroughs were established, though
the corporate character of two of them is not beyond question.
Lancaster was clearly incorporated a borough, in 1742, by charter
from the governor: there is a cLause specifically creating the
grantees a body corporate and politic; the customary general
powers of a corporation are specifically conferred; and a section
is added providing for construing the charter "most favorably and
beneficially for the said corporation."(37*)
    The grant erecting "The Borough of Bristol" is less definite,
but is probably to be regarded as creating a true corporation.
This grant was sought in 1718, when the minutes of the provincial
council record a petition of the inhabitants

"requesting that for Relating their Streets and Preserving the
better Order among the Inhabitants, The sd. town might be Erected
into a Borough by Charter of Incorporation, which Request being
considered of by the Board, It is their unanimous opinion that
the sd Town be Erected into a Burrough accordingly, and the
Persons Petitioning are Directed to apply to the Attorney General
for suitable Draught for that Purpose."(38*)

The draft was next read, apparently, only after the lapse of more
than a year, and was not agreed to in council till July 19,
1720.(39*) On Nov. 14, 1720, the governor issued the formal
patent, in the name of the crown.(40*) The preamble recites the
petition to

 "William Keith, Esq., with our royal approbation governor of
said province of Pennsylvania, for our letters patents under the
great seal of our said province of Pennsylvania, to erect the
said town into a borough, and to incorporate the freeholders and
inhabitants of the same with perpetual succession... as also to
grant such immunities and privileges as may be thought necessary
for the well ordering and ruling thereof."

There is no question, therefore, as to whether incorporation was
requested. The charter does not in so many words confer corporate
powers, though it does provide at some length for the government
of the borough. The concluding section, however, may perhaps be
broad enough to support a claim of corporate powers:

"And further we have, and by these presents do, for us and our
successors. give, grant, ratify and confirm, unto the said
Burgesses, Constables and Inhabitants of the said town of
Bristol, and to their successors, from henceforth, all lawful
privileges, immunities, franchises, powers and jurisdictions,
hereinbefore granted, or that are hereby intended to be given or
granted unto the said Burgesses, Constables, and Inhabitants of
the town of Bristol aforesaid, as if the said powers,
authorities, liberties, immunities, privileges and franchises
were herein or hereby more fully expressed, according to the
intent and meaning of these presents."

Finally it should be remarked that after the Revolution the state
legislature passed "An Act to establish the ancient Corporation
of the Borough of Bristol in the County of Bucks," in which the
town seems clearly to be regarded as a corporation.(41*)
    The charter granted to Chester was given by Penn himself,
under date of Oct. 31, 1701, -- the day before his final
departure from the province.(42*) This document apparently served
as the model for the Bristol "draught," and it likewise lacks
unmistakable incorporating clauses or sections, although the
charter given by Penn to the Philadelphians in the same year
contains such clauses in much the customary form.(43*) There is
no such concluding section in the Chester document, moreover, to
correspond to the one quoted from the Bristol charter. In the
post-Revolutionary act erecting Chester into a borough there is
no mention of the earlier incorporation.(44*) Nevertheless,
Chester was almost certainly regarded as a truly corporate
borough, and its title might have been maintained.
    Governor Keith granted at least one other charter besides
that of Bristol, as appears from a three-page leaflet published
in Philadelphia in 1724. Its introduction runs thus:

    "Newcastle upon Delaware, May 28. 1724. This being the
anniversary of his Majesty's birthday, Sir William Keith... came
to the Court-House,... and after having caused the King's Charter
to be publish'd for erecting the same into a body corporate and
politick, wvith many valuable privileges, by the name of the City
of Newcastle, he made the following speech to the
Corporation."(45*)

The town was small, and the corporation probably died a natural
death before many years and was forgotten.
    Five of these eighteenth century municipalities were
chartered by the royal governors of New Jersey.(46*) The first
three, termed "cities," included the respective capitals of East
and West Jersey, -- Perth Amboy (1718)(47*) and Burlington (1732)
-- and the town of New Brunswick (1730). The later ones,
Elizabeth (1740) and Trenton (1746), were called "boroughs." But
as usual the variation in "style and title" was of no
significance.(48*) With one exception all of these charters
outlived the colonial period. That of Trenton aroused opposition
almost immediately, apparently from inhabitants of the district
which had been erected into the borough. This opposition promptly
crystallized into a bill to "vacate" the charter, which passed
the lower house of the assembly. The council, however, refused to
countenance such a method of procedure, pronouncing it
"Extraordinary & unprecedented" and liable to "Subvert the Laws
of the Land;"(49*) but four years later (1750), when Belcher had
succeeded Morris in the governorship, the citizens of Trenton
quietly surrendered the charter, having found it "not to answer
the good and salutary purposes of his late Excellency."(50*)
    South of Pennsylvania and New Jersey the only incorporated
cities and boroughs of the type we are now discussing were, with
a single exception, provincial "capitals."(51*) Annapolis, which
had been made the seat of the Maryland government in 1694 and
provided with a commission government (incorporated) in
1696,(52*) was erected into a city by the much disputed charter
of Governor Seymour in 1708.(53*) In June, 1722, the South
Carolina assembly passed an act incorporating "Charles City and
Port," the chief town of that colony.(54*) A month later Governor
Spotswood of Virginia granted a charter to the newly built
capital of Williamsburg;(55*) and fourteen years later one of his
successors, Governor Gooch, incorporated similarly the borough of
Norfolk.(56*) In 1739 the borough of Wilmington, Delaware,
received a governor's charter;(57*) and in 1760 the North
Carolina town of the same name was likewise accorded similar
privileges.(58*) The Charles City charter, alone of this number,
was shortlived. Here, as in the case of the Trenton charter, the
primary reason for the fall of the charter was the opposition of
inhabitants themselves. It is true, as we have already
noted,(59*) that the agents of the colony had been instructed to
secure leave from the crown to incorporate the town, and that the
legislature did not wait until this permission had been obtained.
But this lack of authorization received apparently little
attention. The Lords of Trade were informed, by divers petitions
and affidavits, that the majority of the townspeople were
"against the act."(60*) And accordingly the Lords Justices in
Council, on June 27, 1723, annulled the act and forced the
dissolution of the corporate government that had been in
operation for more than a year.(61*)
    In passing it may also be mentioned that at several different
times during the colonial period there was a movement to
establish a corporate government for the town of Boston, but
local opposition was so strong that advantage was not taken of
the apparent willingness of the General Court to give the
requisite authority.(62*) Charles City was therefore the only
municipality of importance to be incorporated by act of assembly
during the colonial period.
    Despite their comparative insignificance as the source of
corporate privileges for this type of corporations, the colonial
legislatures were not entirely silent on the subject. In 1705 the
Virginia House of Burgesses imitated parliamentary practice to
the extent of passing an act directing the governor to grant a
charter to Williamsburg,(63*) -- which he eventually did, in
1722. At least three charters -- those of Annapolis,(64*) New
York (Montgomery charter),(65*) and Norfolk(66*) -- were
confirmed by legislative act, with greater or less modification;
and efforts were made through several years, in vain, to obtain
similar action on the Wilmington, N. C., charter.(67*) Such acts
presumably were desired as additional guaranties of the charters,
but it may be doubted whether they affected the legal status of
the corporations concerned.
    There were thus some twenty-four municipal corporations of
the more pretentious type created in the American colonies.
Nearly three-fourths of this number were located in the middle
colonies, chiefly in New York, New Jersey, and Pennsylvania.
Except the short-lived Acomenticus or Gorgeana, none were to be
found in New England. Almost all were incorporated by royal
governors in the name of the crown, the few exceptions being
mostly chartered by colonial proprietaries. Of the whole number
sixteen or seventeen survived until the Revolution, the cause of
dissolution of the others being chiefly, apparently in every
instance, internal opposition to the charter.
    In Maine, Pennsylvania, Delaware,(68*) South Carolina, and
Georgia no municipal corporations of any kind except those
mentioned seem to have been erected during the colonial period.
In the case of the other colonies, on the other hand, certain
evidence points to the existence of towns which may have been
corporations in the true sense -- that is, legal persons, capable
of maintaining a continuous existence despite changes in
membership, capable of holding property separate from the
property of their members, of suing and being sued and otherwise
acting (by the aid of a "common seal") as a unit distinct from
the personalities of their members, and empowered to make
regulations, through their members or through persons chosen by
them, for their government(69*) -- and yet which hardly deserve
to be ranked with those already discussed. The line between the
true corporations and those which are improperly so designated is
exceedingly difficult to draw. Suffice it to say at the outset
that the terms "incorporate," "corporation," "body politic," and
"charter" are used in this connection both by contemporaries and
by later writers with the greatest looseness; and that it is not
always safe to infer that a town in connection with which such
terms have been used actually possessed the characteristics of a
legal corporation.(70*)
    We may pass over quickly the "bodies politic" which were
created by solemn compact by the early settlers of Plymouth and
several towns of Rhode Island and New Hampshire.(71*) Whatever
may have been the verbal usage or the expectations of the
founders, such towns are clearly not to be classed as
corporations in the accepted sense: for according to the law of
the period, no corporation could come into existence without
"lawful authority of incorporation;"(72*) and no mere voluntary
agreement, however solemn, could suffice to make a "lawful
incorporation."(73*)
    The case of the towns of the Massachusetts Bay colony is
somewhat more difficult. As we have seen, the solicitor of the
Lords of Trade in 1774 put on record his opinion that the acts of
the General Court, even under the colony charter, "for the
constituting of townships," were an example of the exercise of
the right to incorporate.(74*) Yet with all due respect to Mr
Jackson's opinion, its accuracy is decidedly questionable.
    In the first place, while the word "incorporate" or a
derivative (though seldom "corporation") is occasionally to be
found in the language of these acts, they do not specifically
purport to create a "corporation" or "body corporate and
politic," or to confer the privileges customarily accorded a
corporation. The acts commonly do no more than describe the
limits of the new town, specify the name by which it shall be
known, and authorize the owners or inhabitants to manage their
local concerns in a certain specified manner, and in some cases
to send delegates to the General Court.(75*) If this is
incorporation, it would seem to be such only in the generic sense
of the term, such as is well illustrated in the royal patent of
1629 to Sir Robert Heath:

"Know that we of our free grace... doe thinke fit to erect the
sayd Region Territory & Isles into a Province & by the fulnes of
our power & Kingly Authority..., we doe erect & incorporate them
into a province & name the same Carolina."(76*)

It seems that contemporaries did not regard these towns as full
corporations.(77*) It is true indeed that the province charter of
1691 confirms all grants

"which any person or persons or bodies politique or Corporate
towns villages colleges or schools doe hold and enjoy or ought to
hold and enjoy within the bounds aforesaid by or under any grant
or estate duly made or granted by any general court formerly
held"

in accordance with the earlier charter.(78*) On the other hand,
in 1694 the General Court passed an act "to enable Towns Villages
and Proprietors in Common and Undivided lands, etc., to sue and
be sued,"(79*) -- an action which, so far as the towns were
concerned, would seem to have been unnecessary if the towns were
corporations. Governor Bernard, writing to the Lords of Trade in
1762, said that up to that time only two corporations had been
established by the General Court,(80*) -- a statement absurd if
the towns were incorporated. And there is no unmistakable
conferring of corporate powers upon these towns until 1785.(81*)
    The towns are perhaps best designated not as corporations,
but as quasi-corporations, bodies which

"although recognized by various statutes and by immemorial usage,
as persons or aggregate corporations, with precise duties which
may be enforced, and privileges which may be maintained by suits
at law, are yet deficient in many of the powers incident to the
general character of corporations."(82*)

Thus Governor Hutchinson, who approved acts relating to towns,
but doubted the expedience of permitting corporations to be
created by act of the General Court,(83*) wrote in his History of
Massachusetts:

"Not only the town of Boston, but every town in the old colony,
were to many purposes a corporate body: they could sue and be
sued, might choose their own officers for managing what they
called the prudential affairs of the town, and the selectmen were
judges of the breach of the bylaws of the town...."(84*)

Such bodies closely resembled, if they were not identical with,
those known to the English law as "corporations of common right,"
or "corporations at the common law."(85*) As the trustees of Yale
College said in a petition to the assembly in 1717, referring to
"Towns, Proprietors, Owners of Ships," etc.:

"... these are not bodies corporate yet as ye common law allows
are as it were incorporate to do some things without which they
could not well manage."(86*)

And it is in this category rather than in the category of
complete corporations that the Massachusetts towns seem to
belong; the emphasis should be placed on the qualifying clauses,
"to many purposes," "as it were," and the like, rather than on
the terms "incorporate" or "corporate body." In this conclusion
the judicial authorities are in general, if not entire,
accord.(87*)
    What was thus true of Massachusetts was true also of Maine,
which was incorporated with the larger colony in 1652, and
likewise of Connecticut.(88*)

    In Rhode Island and New Hampshire slightly different
conditions prevailed. In the former colony the first "charter"
had been granted on petition of the towns, and in 1647 it was
formally accepted by representatives of four of them.(89*) One of
the earliest general assemblies convened under the charter (1649)
received a petition from the "freemen of the Towne of Providence"
requesting "libertie to incorporate themselves into a body
politicke."(90*) After due deliberation the assembly voted to
grant them (following the terminology of the colony charter)

"a free and absolute charter of civill incorporation and
government to be knowne by the [name of the] Incorporation of
Providence Plantation in the Narragansett Bay, in
New-England."(91*)

Like the colony charter which it resembles, this document does
not clearly purport to create a corporation. The terms
"corporation," "body corporate and politic," and most of the
usual formal phrases are lacking; and beyond the power to make
the necessary local relations to govern their town affairs --
corresponding to the by-laws of a corporation -- the only power
commonly distinctive of a corporation which was specifically
granted was the right to have a common seal. It is clear that the
assembly intended to confer or confirm to the Providence settlers
certain powers of local government, but it is by no means certain
that they intended to create a municipal corporation; and it
seems not improbable that the Providence charter was so phrased
that this intention might be left uncertain -- especially since,
in the absence of any specific grant of authority to incorporate,
the assembly's power to create a corporation was open to doubt.
An act of May 3, 1682, confirmed these earlier grants, but did
not more distinctly constitute the towns bodies corporate.(92*)
    It is said that Warwick, Portsmouth, and Newport - the other
three original Rhode Island towns - were given by the assembly
privileges similar to those of Providence, about the same
time.(93*) In 1669, after the new colony charter had been secured
from Charles II (1663), Westerly was constituted the fifth town,
with "all the rights, immunities, privileges and powers as other
towns of this State generally have and enjoy."(94*) Later towns
were, in general, simply accorded privileges like those of their
predecessors, without further ado.(95*) In a few cases, however,
especially in the next decade after Westerly was "incorporated,"
charters which may have been more definite seem to have been
issued to new towns by the governor at the direction of the
assembly.(96*)
    In New Hampshire, moreover, as early as 1693, the township of
Newcastle was created a "town corporate" by a formal document
given by the governor in name of the crown and under the seal of
the province, which has some of the distinctive earmarks of a
charter of incorporation.(97*) This appears to have been a common
method of establishing townships in that colony.(98*) Some
instances, however, of acts of incorporation appear; such, for
example, as those for Rumford (1733) and Concord (1765).(99*)
    In New York the colonial records contain occasional mention
of town corporations.(100*) In the early days of New Netherland
the Dutch governor, Kieft, granted a number of town charters. The
earliest of these were issued to companies of English individuals
who had made a settlement and formed an agreement. Such were
Mespath (Newtown) (1642), Hempstead (1644), Flushing (1645), and
Gravesend (1645). "The... charters gave the settlers power to
form a 'bodye politique and ciuill combination' to which they,
and their associates, heirs and successors were to belong," very
much on the model of the New England town. Within a few years
several charters were granted to Dutch towns, notably Brooklyn in
1646, and Flatbush, Beverwyck, Amersfoort, and New Utrecht before
1660. These established close corporations "modelled after the
seventeenth century town-corporations of Holland."(101*) The
language of an act of 1691, which was passed to settle the
uncertainties about privileges formerly granted, implies that
there were other corporations besides the two cities of New York
and Albany.(102*) Here as elsewhere, however, it is unsafe to
place too much reliance on such expressions. In New York, as in
Massachusetts and Connecticut, the trend of judicial opinion has
been to the effect that the colonial towns were
quasi-corporations and no more.(103*)
    To this statement there is at least one possible exception.
In 1672, while the province still extended to the borders of
Maryland, the governor and council convened at Fort James
"erected into a Corporacion by the name of a Balywick" the
settlement at the head of Delaware Bay known as Newcastle, and
established there a governing body composed of a bailie and six
assistants.(104*) Whether or not this was a true corporation, it
apparently did not long survive.
    In New Jersey, almost at the beginning of its history as a
separate colony, the proprietary governor granted "charters" to
the settlers at Bergen (1668)(105*) and Woodbridge (1669),(106*)
which charters the Lords Proprietors later (1672)
confirmed.(107*) These documents refer to the settlements as the.
"Towne and Corporation of Bergen," the "Towne and Corporation of
Woodbridge;" throughout the colonial period they are customary
spoken of as "the Corporation of Bergen," etc.,(108*) and as such
they were represented in the assembly.(109*) On the other hand
the charters contain none of the incorporation clauses which
appear in the ordinary charters of incorporation of this period,
and none of the general powers of corporations is specifically
given.
    The historian of East Jersey says that Middletown,
Shrewsbury, and Piscataway enjoyed similar "charters,"(110*) and
a draft of an agreement of Berkeley and Carteret with the Duke of
York in 1669, contemplating an exchange of territory, mentions
"the Corporations of Bergen, New Barbadoes, Newark,
Elizabethtown, Woodbridge, Shrewsbury, Middletown and New
Piscata. way."(111*) It has been asserted, though without good
authority, that Perth Amboy was chartered under the proprietary
government.(112*) Burlington and Salem, in West Jersey, are not
infrequently referred to as corporations. Provision was early
made by the assembly for holding fairs and markets there.(113*)
In 1682 it was enacted

"that the town of Burlington, have liberty, and are hereby
impowered, to chuse amongst themselves, some persons who have
power to regulate the affairs of the town, in such matters as
relate to fences, cattle, highways, and all such things, as
usually fall within the compass of ourselves, in corporations in
England."(114*)

In 1693 power was given to the freeholders of the same town to
elect annually a burgess or chief magistrate who, with the
consent of a majority of the freeholders, should make orders and
laws for the benefit of the town and appoint such subordinate
officers as appeared necessary.(115*) And a supplementary act of
1695 refers (apparently) to this and a corresponding act relative
to Salem as "the late acts for incorporating the towns of
Burlington and Salem."(116*) Again, however, the phraseology of
the act leaves room for doubt as to its precise intent and
effect.
    An item in the minutes of the provincial council of East
Jersey implies that all the towns were regarded as corporations.
The council argued, in objecting to a bill of the lower house
giving towns certain powers "to make local and prudential
orders," (1683) that

"the Deputies calling those Agreemts Orders as they Doe in their
Bill is imp'per, the word orders being not p'perly appropriable
to agreemts of any Towne or Incorporated body of people, but only
to the Councill Board and Courts of Justice - all other
Determinac'ons in Townships are called By Lawes and so are
agreemts this Day of all the Corporac'ons in England, so much as
the great City of London."(117*)

That this view did not prevail in West Jersey is indicated by the
West Jersey assembly's act of 1697 erecting Fairfield into a
township, which guaranteed it only "the same priviledges as any
other townships in this Province..., that are not towns
incorporate."(118*)
    It is clear, then, that the term "corporation" was applied to
a number of New Jersey towns, which had received "charters" from
the proprietary or proprietary governor or acts of privilege from
the legislature. Perhaps they were thereby erected into full and
complete corporations. I think it more probable that the term was
used loosely, that the dignity of the privileges was exaggerated,
and that the "corporations" in fact were no more than
quasi-corporations.
    Under the royal government in New Jersey two charters were
panted to towns other than the five boroughs and cities mentioned
among the more pretentious municipal corporations. The first of
these was apparently no more than a new charter for Bergen. We
learn of it through "An Act for Confirmeing a Pattent granted by
his Excellency Robert Hunter for the incorporation of the town of
Bergen," which passed the legislature in March, 1713.(119*) The
second was granted by the same governor a month later to the
inhabitants of Newark, who, after vain efforts beginning as early
as 1677, had lately renewed their petition for a "Charter or
Pattent of Privilidges."(120*) Both of these apparently
constituted genuine corporations, but neither set up the
elaborate municipal government provided for the cities and
boroughs, And no others of this type seem to have been granted.
    In Virginia the term "corporation" was not infrequently
applied to many of the earliest settlements, after the ill-fated
city of Raleigh,(121*) but it is not clear that the term had any
special significance. Both in Maryland and Virginia there were
repeated efforts, through a good part of the colonial period,
encouraged or commanded by the royal authorities in England,
which were directed toward the building of towns.(122*) In only
one instance, however, does incorporation seem to have been a
feature of this policy. This was in the case of the last of the
series of Virginia acts by which efforts had been made to create
towns in wholesale fashion. Here provision was made that the
elective officers, so-called "director and benchers" of the guild
hall, who should be chosen in the sixteen towns for whose
establishment the act provided, should be a "body corporate and
politic," and the act specified the powers customarily enjoyed by
corporations. Here at least was an attempt to create genuine
municipal corporations. But this act, like the others of similar
purpose, had no significant influence. Indeed it seems unlikely
that any corporations traced their origin to it, since by its
terms its operation was suspended for three years after its
passage in 1705, and in 1710 a royal proclamation repealing it
was published in the province.(123*)
    The common method, in these colonies, by which towns were
actually laid out, established, and managed during their early
years, was through the agency of a board of justices,
commissioners, or trustees who acted by virtue of an act of the
assembly; and in both colonies there were a number of special
acts constituting such boards.(124*) These boards were not as a
rule incorporated. In fact apparently the only instance of such
an incorporation appears in the case of Annapolis. The seat of
government had been moved there from St. Marys, in 1694, and in
1696 the Maryland assembly passed an act incorporating certain
influential men of the colony, including the governor and other
officials, as the Commissioners of the Porte and Town of
Annapolis; and to them it entrusted the control of the affairs of
the new capital.(125*) The town was thus managed until its
establishment under Seymour's city charter in 1708.(126*)
    In North Carolina towns were first established either by
order of the governor and council or by legislative act.(127*)
But while some of these, if not all, were given representatives
in the assembly after the manner of the English boroughs, it is
not clear that they were made corporations any more than were the
Virginia "boroughs."(128*) About 1754, however, most of the acts
establishing both towns and counties were repealed by order of
the crown authorities, and the governor was instructed "to
confirm by Charters of Incorporation, all the Rights and
Privileges derived to certain Towns and Counties" by the acts
repealed. In 1755 this instruction was revoked, "at the humble
request of the Assembly." Nevertheless in 1760 Governor Dobbs
reported to the Lords of Trade that nearly all had applied for
charters of incorporation, which he had granted; and that he had
disallowed the writs of election for representatives in the
assembly for those which had not sought charters, until he should
receive instructions.(129*) The letter in reply, dated June 13,
1760, took the governor to task for this action, saying:

"As to granting Charters of Incorporation to those Towns, the
acts for establishing of which had been repealed, it was meant
only as a more regular mode of re-establishing in them those
powers and offices of Corporations which had been taken away by
the Repeal of the Laws..."

It further intimates that charters are not essential in view of
the revocation of the former instructions.(130*) Meantime in May,
1760, the two recalcitrant towns -- Edenton and Newbern -- and
Halifax, a new one, applied to the governor and council for
incorporation, with success.(131*) Possibly others may have
received similar charters. The incompleteness of the records
available makes it impossible to ascertain accurately the
significance of these "corporations," and whether they belong
with the more pretentious or the less pretentious municipalities.
    Such, then, from our narrow viewpoint, were the towns of the
colonies: a few formally erected corporate municipalities with
the titles of borough or city, as in the England known to the
settlers; a considerable number of lesser units of local
government, which in some cases clearly possessed corporate
powers, but in the great majority of cases were doubtfully
possessed of those powers, or were at the most properly to be
regarded merely as quasi-corporations. It was not until after the
Revolution that the practice became general to confer corporate
privileges upon counties(132*) and townships or upon their
highest officials as such, and it is safe to say that in the
colonies as a whole the true municipal corporation was decidedly
an exception.
    Besides the municipalities there appeared in certain of the
colonies a few other public corporations which were concerned
either with education or with charity.
    The first of these was provided for in an act of the Maryland
assembly passed in 1696, which was in the form of a memorial to
the crown urging that there should be established in the
province, with powers and duties set forth in the act, a body
corporate to be known as the Rectors, Governors Trustees and
Visitors of the ffreeschools of Maryland. The act was disallowed
because it did not reserve to the crown the right of visitation.
None the less, the board came into existence and went so far as
to establish the "King William School" in Annapolis in 1701, and
in 1704, when the laws of the province were revised, this act was
among those declared to be in force.(133*)
    In 1723 this policy was extended in Maryland by the creation,
by simple act of assembly, of similar boards of visitors for each
county, each board constituting a corporation;(134*) and these
continued throughout the colonial period.(135*)
    In 1718 the Pennsylvania assembly made provision for the
building of workhouses and houses of correction in each county
and "corporate town," and declared that the boards of
administration, which were to be selected by and accountable to
the justices of the peace, should be bodies corporate.(136*)
Apparently this act was not entirely effective,(137*) and it is
possible that none of these corporations was actually created. In
1749, however, new provisions of a similar nature were made for
all of the townships, boroughs, and cities of the province, the
administrative boards being known as the "Overseers of the
Poor."(138*)
    In 1768 the Maryland assembly incorporated "The Trustees of
the Poor" in four of its counties, by an act resembling in
general the act creating county school boards above
mentioned;(139*) and five years later the same provision was
extended to two other counties of that province.(140*)
    Besides these there were several public corporations charged
with administering public charity or correction which were
established singly. In Bristol, Pennsylvania, the officers in
charge of this function were in 1746 incorporated by the assembly
as The President, Treasurer and Assistants, of the Borough of
Bristol.(141*) By an act of 1754 the New Jersey assembly
incorporated a similar body with the title of The Managers of the
Poor-House of the Free Borough and Town of Elizabeth.(142*) In
1772 the Massachusetts General Court incorporated the Overseers
of the Poor in the Town of Boston....(143*) And in 1773 a
somewhat similar body was chartered by the Pennsylvania assembly
as the Commissioners for the County of Philadelphia.(144*)
    In 1773, furthermore, the Trustees of the General Loan Office
of the Province of Pennsylvania, first appointed by an act of
March 2, 1722-23, were first incorporated.(145*) As early as 1723
New Jersey, in her first act to emit bills of credit, provided
for the incorporation, in each county, of "Commissioners of the
Loan Office" to administer the business. The later frequent acts
on the subject often refer to the commissioners, but not to their
corporate capacities, until 1774, when the statute repeats the
provisions of the act of 1723.(146*) There may have been similar
bodies corporate in some other provinces.
    If each of these bodies be counted, the number of public
corporations of this type would be greater than that of the
higher type of municipalities. Throughout the colonies as a
whole, however, the officers performing such functions were
generally unincorporated, and those which have just been
mentioned are to be regarded as exceptions to the rule.
    The public corporations of colonial origin and charter
comprise, then, a group of fairly pretentious municipal
corporations, most in evidence in the middle colonies; a larger
but much less distinct group of "corporate towns" (and, in the
case of North Carolina, corporate counties), whose title to the
term "corporation" is perfectly clear in but few instances; and a
relatively small group of administrative boards charged with the
oversight of public education, public charity, and the like, on
behalf of local units of government, which were apparently
confined largely to Pennsylvania and Maryland. The corporations
of the first of these three groups were almost exclusively
erected by royal governors or proprietaries; those of the second
and third, for the most part by the colonial assemblies.

NOTES:

1. J. A. Fairlie, "Municipal Corporations in the Colonies." in
Municipal Affairs, ii, 341-381 (1898), gives a list of these (not
entirely accurate) and discusses them from the standpoint of
municipal government.

2. See supra, esp. 8-10, 16.

3. Fairlie, Munic. Corps. in Cols., 343.

4. See Brown, First Republic, 194, 205, 254, and passim.

5. Charters in Hazard, Register of Pa., iii, 264-265, iv,
312-314. Cf. infra, 55-56.

6. Pollock and Maitland, Hist. of Eng. Law, i, 625.

7. The blank is left in the charter as printed in Hazard.

8. Charter in Hazard, State Papers, i, 470-474. The town is not
specifically called a borough or a city.

9. Ibid., i, 480-486.

10. Ibid., i, 575. Cf. G. A. Emery, Ancient City of Georgeana and
Modern Town of York (York Comer, 1904); Williamson, Hist. of Me.,
i, 287-290, 346; Palfrey, Hist. of New Eng., i, 222. Kittery has
likewise been said to have received a borough charter; but this
upon doubtful authority.

11. See esp. J. F. James, "The Origin and Development of the
Municipal Government of New York City," in Mag. of Amer. Hist.,
viii, 315-329, 598-611 (1882).

12. N. Y Col. Recs., i, 391.

13. Doc. Hist. of N. Y., i, 387.

14. Doc. Hist. of N. Y., i, 602-604.

15. Ibid., i, 604-610. Cf. A. E. McKinley, "The Transition from
Dutch to English Rule in New York," in Amer. Hist. Rev., vi,
692-724 (1901).

16. Council Min., v, 16, 27, 32, 58, 148, 155, 206 (see
Calendar); N. Y. Col. Recs., iii, 337-339, 412.

17. N. Y. Col. Laws, i, 181-216; James W. Gerard, "The Dongan
charter of the City of New York," in Mag. of Amer. Hist., xvi,
30-49 (1886).

18. See letters of Governors Bellomont and Hunter: N. Y. Col.
Recs., iv, 812, v, 369. As to the colony seals, cf. ibid., iii,
365, 427, 546, 567.

19. N. Y. Col. Laws, ii, 575-639. As mentioned supra, II n, the
"patent" for some land on Nassau Island, given in 1708, is
sometimes confusingly referred to as "the Cornbury charter." Cf.
Doc. Hist. of N. Y., iii, 425; Council Min., x, 158 (Calendar,
217).

20. Charter in Munsell, Annals of Albany, ii, 62-87. Cf. also
ibid., ii, 37, 88, 90.

21. Council Min., vii, 180 (Calendar, 113); N. Y. Col. MSS., xl,
143 (Calendar, 250).

22. Letters to Lords of Trade of Nov. 12, 1698, and Oct. 17,
1700: N. Y. Col. Recs., iv, 427, 719.

23. Letter of Aug. 21, 1699: ibid., iv, 548.

24. See incidental references in N. Y. Col. MSS., xlvii, 178-181,
l, 118, 123, 124 (Calendar, 313, 337-338); N. Y. Col. Laws, i,
586-587, iv, 683-684, v, 304-314.

25. Charter quoted in part in McKim v. Odon (1829), 3 Bland Ch.
Rep. (Md.) 416 n.

26. Md. Arch., v, 265-266.

27. Ibid., xxvii, 62, 197, 202, 209-210.

28. Pa. Col. Recs., i, 117.

29. Charter in Pa. Mag. of Hist. and Biog., xviii, 504-509. See
note by Pennypacker. ibid., xv, 344-345.

30. Charter in Hazard, Register of Pa., i, 440-443. There was a
lapse after the Revolution till 1 789. These early charters are
discussed in E. P. Allinson and B. Penrose, Philadelphia,
1681-1887: A History of Municipal Development (Philadelphia.
1887), chaps. 1, 2.

31. I. e., had the seal of the province affixed, with the consent
of the governor and council.

32. Charter in Pa. Arch., i, 111-115. See also Pennypacker,
Settlement of Germantown, for discussion of the early history of
the town, with reprints of early records including the charter.
Cf. also Pa. Stats. at Large, vii, 262-263 (1769).

33. Jonathan Pearson and others, The History of the Schenectady
Patent (Albany, 1883), 426-432; N. Y. Col. MSS., xcii, 104-105
(Calendar, 747); Council Min., xxiii, 469, xxix, 8, 17, 95
(Calendar, 412, 509, 515, 532).

34. Pearson, Schenectady Patent, 431.

35. N. Y Col. MSS., xciv, 115, xcvi, 69 (Calendar, 769, 783);
Council Min., xxix, 246 (Calendar, 532).

36. Session Laws, 1798, pp. 359-379; Pearson, Schenectady Patent,
432.

37. Charter in Hazard, Register of Pa., iv, 397-398.

38. Pa. Col. Recs., iii, 57: Oct. 17, 1718.

39. Ibid., iii, 102.

40. Hazard, Register of Pa., iv, 312-314.

41. Session Laws, 1785, p. 642.

42. Hazard, Register of Pa., iii, 264-265.

43. Ibid., i, 440-443.

44. Session Laws, 1795, p. 667. Cf., however, James Logan to John
Penn, Nov. 17, 1729, in Pa. Mag. of Hist. and Biog., xxxiv, 252
253, and Pa. Stats. at Large, ix, 41-45 (Feb. 5, 1777).

45. Evans, Amer. Bibliography, i, 382, No. 2542.

46. A careful account of these is given in Austin Scott's "The
Early Cities of New Jersey," in N. J. Hist. Soc. Proc., 2d
Series, ix, 151-173 (1887). The only one of the charters in
print, that of Elizabeth, is given almost in full in Nicholas
Murray's Notes, Historical and Biographical, concerning
Elizabeth-Town... (Elizabethtown, 1844), 28-44. Curiously enough,
the published records of the provincial council contain no
evidence of action by that body upon these charters, -- a fact
perhaps to be explained by the incompleteness of the records.

47. The incorporation of this town had been recommended before
New Jersey became a royal colony, but apparently without result:
Aaron Leaming and Jacob Spicer, The Grants, Concessions, and
Original Constitutions of the Province of New Jersey, the Acts
passed during the Proprietary Governments, and Other Material
Transactions... [1664-1702] (Philadelphia, 1758), 185.

48. With some revisions: cf. Scott, Early Cities of N. J., 170.

49. N. J. Arch., xv, 619-620, 634.

50. Quoted by Scott (Early Cities of N. J., 158). Liber AAA,
Commissions, 266-280, 306, in N. J. State Library., N. J. Arch.,
1st Series, xii, Oct. 3, 1745, April 3, 1746, April 17, 1748,
Oct. 13, 1748, April 10, 1750.

51. There is a legend that Camden, S. C., was incorporated in
1750 or after, but supporting evidence is not to be had: T. J.
Kirkland and R. M. Kennedy, Historic Camden (Columbia, S. C.,
1905).

52. See infra, 70.

53. See supra, 13-14.

54. The act has not been preserved. See McCrady, S. C. under
Royal Govt., 40-41; S. C. Stats. at Large, iii, 179.

55. Referred to in the act of May, 1723: Stats. at Large
(Hening), iv, 138-139. Cf. L. G. Tyler, Williamsburg, The Old
Colonial Capital (Richmond, 1907), 26.

56. Charter in Ingle, Local Insts. of Va., 121-126. Cf. Stats. at
Large (Hening), iv, 541-542; W. S. Forrest, Historical and
Descriptive Sketches of Norfolk,... (Philadelphia, 1853), 50-54.

57. Scharf, Hist. of Del., ii, 635-637. Conrad, Hist. of Del.,
300-301. Cf. also act of June 13, 1772.

58. N. C. Col. Recs., vi, 331. Cf. ibid., ix, 818, for the
attempt of the freeholders, in 1774, to surrender it and get a
new charter.

59. See supra, 12.

60. McCrady, S. C. under Royal Govt., 42-43; S. C. Hist. Soc.
Colls., ii, 264-267, 274-275; Chalmers, Opinions, 395-397.

61. McCrady, S. C. under Royal Govt., 43.

62. Josiah Quincy, A Municipal History of the Town and City of
Boston. (Boston, 1852), 16-17; Thomas Hutchinson, History of...
Mass. Bay (ed. 1765), i, 175; A. M. Davis, Corps. in Col., 194,
202, 219, and references cited.

63. Stats. at Large (Hening), iii, 419, 427.

64. Dec. 17, 1708: Md. Arch., xxvii, 232-234.

65. Oct. 14, 1732: N. Y. Col. Laws, ii, 752-753.

66. August, 1736: Stats. at Large (Hening), iv, 541-542.

67. N. C. Col. Recs., vi, 180, 194-196, 400, 443, 454, 486, 487,
495, 850, 913, 916, 1096, 1106, 1107, 1159, 1161, 1170, 1173,
1175, 1176, 1179, 1182.

68. Cf., however, infra, 66.

69. Blackstone, Commentaries, i, 47 5-476.

70. Among the papers presented before the Society for Political
inquiries, of Philadelphia, in 1787, was " An Essay on the
incorporations of Towns," by Mr [Thomas?] Paine: Hist. Soc. of
Pa. Memoirs. ii, 48 (1830). This might throw light on the
question here presented, but I have been unable to find the
essay.

71. See Plymouth compact in Hazard, State Papers, i, 1 19. For
other examples, see ibid., i, 486; R. I. Col. Recs., i, 14
(Providence, 1636). i, 52 (Portsmouth, 1639), i, 93 (Newport,
1639); N. H. Prov. Papers, i, 126 (Dover, 1640).

72. Case of Sutton's Hospital (1612), 10 Coke 29 b.

73. A. M. Eaton maintains a view of corporations which enables
him to say that " in Rhode island... towns have always been
corporations." He is obliged, however, to take issue with the
theory of incorporation which prevailed throughout the entire
colonial period. See his Local Self-govt. and Origin of Munic.
Incorp. Cf. also Osgood, Amer. Cols., i, 290-300, esp. 291.

74. See supra, 28.

75. For random examples of such acts, see Mass. Col. Recs., i,
259, 291, iv, pt. i, 237, iv, pt. ii, 408-409; and Mass. Prov.
Acts, v, 327, 329.

76. N. C. Col. Recs., i, 7.

77. cf., however, Wrentham Proprietors v. Metcalf, Quincy's
Reports, 36-37 (1763).

78. Poore, Charters and Consts., i, 948.

79. Mass. Prov. Acts, i, 182-183.

80. The Boston Marine Society (1754) and the Society for
Propagating Christian Knowledge among the Indians of North
America (1762): ibid., iii, 708, iv, 520. Bernard evidently
overlooked, for the moment, Harvard College, whose charter (1650)
was not of recent origin.

81. Session Laws, 1785, p. 611.

82. Rumford v. Wood, 13 Mass. 193 (1816).

83. See supra, 13.

84. 2d ed., i, 175 n.

85. E. H. Warren, in Harv. Law Rev., xxi, 308; Anon., Law of
Corps. (1702), 213.

86. Conn. MSS. Archives, Colleges and Schools, i, 192: quoted by
S. E. Baldwin, in "The Ecclesiastical Constitution of Yale
College," New Haven Hist. Soc. Papers, iii, 412 (New Haven,
1882).

87. Rumford v. Wood, 13 Mass. 193 (1816); Hill v. Boston, 122
Mass. 349-351 (1877) (Gray, C. J.); Commonwealth v. Roxbury, 75
Mass. 496 500 (1857) (Shaw, C. J.); Bloomfield v. Charter Oak
Bank, 121 U. S. 129 (1887) (Gray,J.); Goodnow, Comp. Admin. Law,
i, 172. Cf., however, Eaton, Local Self govt., passim, esp. 27,
122; Boston v. Sears, 39 Mass. 130 (1839) (Shaw, C. J.); and also
Joel Parker. "The Origin, Organization, and Influence of the
Towns of New England." in Mass. Hist. Soc. Proc., ix, 14-63
(1866); Baldwin, Priv. Corps., 266, and Mod. Pol. Insts., 184; H.
W Rogers, "Municipal Corporations, 1701-1901," in Two Centuries'
Growth of American Law (Yale Bicentennial Series, New York,
1901), 219.

88. Bloomfield v. Charter Oak Bank, 121 U. S. 129 (1887) (Gray,
J.). Cf. also Supra, 62, and note 5. In 1705 Connecticut passed
an act corresponding to the Massachusetts act of 1694: Conn. Col.
Recs., iv, 500-501. Rogers (Munic. Corps., 227) seems to me to be
in error in calling an act of 1639 (Conn. Col. Recs., i, 36-39) a
"general incorporation act."

89. See supra, 40, and Eaton, Local Self-govt., 570-573.

90. This implies a desire to have some higher authority to
validate the voluntary agreement formerly entered into, as
mentioned supra, 60-61.

91. R. I. Col. Recs., i, 214-216.

92. R. I. Acts and Laws (ed. 1730), 30-32; H. C. Dorr, The
Proprietors of Providence and their Controversies with the
Freeholders (Providence, 1897).

93. Eaton, Local Self-govt., 576-577.

94. R. I. Pub. Laws (ed. 1798), 89. The preamble of this act
adverts to "the power of his Majesty given to this assembly to
order and settle towns, cities, and corporations, within this
said jurisdiction, as shall seem meet," but the words of the
charter do not literally warrant the inclusion of the
"corporations."

95. Ibid., 92-100. Cf. 1730 acts relating to Smithfield,
Scituate, and Gloucester: "erected" and incorporated a Town, to
be called and known by the name of -----

96. Ibid., 89-92.

97. N. H. Prov. Papers, ii, 107-108. Cf. ibid., ii, 92-98.

98. Ibid., ii, 620, 672; Pawlet v. Clark, 9 Cranch (U. S.) 292
(1815). Cf. also George Hodges, Holderness. (Boston, 1907), 26;
J. Q. Bittenger, History of Haverhill, N. H. (Haverhill, 1888),
36-39.

99. Nathaniel Bouton, The History of Concord... (Concord, 1856),
141-143, 747-749; N. H. Town Papers. vols. xxiv-xxix.

100. See, e.g., N. Y. Col. MSS., xc, 72, xci, 85 (Calendar, 728,
737); Council Min., xxv, 176, 461 (Calendar, 425, 459).

101. Cf. esp. A. E. McKinley, "The English and Dutch Towns of New
Netherland," in Amer. Hist. Rev., vi, 1-18 (October, 1900).

102. "That all the Charters, Patents, Grants, made... and...
executed under the seal of this Province,... authorized by their
late Majesties the Kings of England,. unto the several and
respective Corporations of bodys politic of the Citys Towns and
Manors...... shall forever be deemed.... authentic in the Law
against their majesties..." N. Y. Col. Laws, i. 224-225.

103. Chancellor Kent, in Jackson v. Schoonmaker, 2 Johnson (N.
Y.) 231 (1807); followed in Jackson v. Cory, 8 Johnson (N.Y.) 388
(1811); Goodnow, Comp. Admin. Law, i, 113. Cf., however, N.
Hempstead v. Hempstead, 2 Wendell (N. Y.) 109, 134.

104. N. Y. Col. Recs., xii, 496-497; Scharf, Hist. of Del., ii,
862. Cf. the city charter granted to Newcastle in 1724: supra, 56
57.

105. E. J. Records (MSS.), Deeds, Liber I, 37-41: reprinted in
Charters and Acts Relating to Jersey City (1844), 8-14.

106. E. J. Records (MSS.), Deeds, Liber I, 51-56. The two
charters are very much alike.

107. Ibid., 144. Despite the provisions in the "Concessions" (see
Supra, 16) the assembly seems to have had no part in this
incorporation.

108. Cf. N. J. Arch., xxi, 8, 9, 18, 44, 46, 80, 87, 108; Leaming
and Spicer, 328.

109. Ibid., passim.

110. Whitehead, East Jersey under the Proprietary Government (ed.
1875), 48-49, 124.

111. Pa. Mag. of Hist. and Biog., v, 231-233 (1881).

112. Gordon, Gazetteer of N. J., 214. The twenty-four
proprietors, who in 1680 succeeded to Carteret's title in East
Jersey, suggested the village to Governor Lawrie as a fit subject
for incorporation, in the hope of building it into a rival of New
York; but he seems not to have followed the suggestion: Leaming
and Spicer, 185; W. A. Whitehead, Contributions to the Early
History of Perth Amboy... (New York, 1836), 50-53.

113. Leaming and Spicer, 433-434, 446, 453-454.

114. Leaming and Spicer, 454.

115. Ibid., 523-527.

116. Ibid., 542-543.

117. Journal of Gov. and Council of E. J., 1682-1703, p. 53.

118. Leaming and Spicer, 556-557.

119. N. J. Arch., xiii, 491, 504-505, 508, 541, 552; B. C.
Taylor, Annals of the Classis of Bergen... (New York, 1857), 57,
61-62.

120. Newark Town Recs., esp. 123-124, 159, 283-286.

121. See esp. Brown, First Republic, Index, title "Corporations."

122. See instructions of Charles II to Governor Berkeley: Hazard,
State Papers, ii, 607-608; and discussion in Bruce, Econ. Hist.
of Va., ii, 547-561; Blodgett, Free Burghs, 305-308; Wilhelm,
Local Insts. of Md., 102-108.

123. Stats. at Large (Hening), iii, 404-419, esp. 411; Ingle,
Local Insts. of Va., 105108.

124. See Md. Laws (Kilty), 1724, c. 16; 1732, c. 6, c. 14, c. 15,
c. 18, c. 21; Stats. at Large (Hening), iii, 56-59 (1691), iv,
234-239 (1727).

125. Md. Arch., xix, 498-504.

126. See supra, 13-14, 58.

127. See N. C. Col. Recs., iv, 43, v, 61, 63, 65.

128. Bath is said to have been incorporated in March, 1705: L. T.
Rodman, Panpticoe and Bath... (Raleigh, 1907), 177. The published
minutes of the council contain no reference to this, however, and
an act of December, 1705, by which Bath County was divided into
three precincts for election purposes, contains no suggestion of
it: N. C. Col. Recs., i, 629. Cf. ibid., v, 302, indicating that
no incorporation was effected.

129. Letter of Feb. 28, 1760: N. C. Col. Recs., vi, 226-229. Cf.
also ibid., 245, 288289, 411, 559-560, v, 1111.

130. Ibid., vi, 262-263.

131. Ibid., vi, 333-334.

132. In 1759-60 Governor Dobbs of North Carolina issued to the
counties, at £10 each, some sort of "charters" which he
considered requisite to enable them to be represented in the
assembly; but it is not clear that they effected a legal
incorporation: N. C. Col. Recs., vi, 5-6, 226-229, 301-302. Cf.
ibid., viii, 215, for a "charter" to the town of Hillsborough
(1770) which clearly did not create a true corporation.

133. Md. Arch., xix, 420-426, xxvi, 361-362; H. D. Richardson,
Side-Lights on Maryland History... (Baltimore, 1913), 170-176;
Scharf, Hist. of Md., i, 352-354.

134. Md. Laws (Kilty), 1723, c. 19; suppl. 1728, c. 8.

135. Cf. esp. Edwin H. Brown, "First Free School in Queen Anne
County," in Md. Hist. Mag., vi, 1-15 (1911). This continued to
1791.

136. Stats. at Large, iii, 167-171.

137. See act of March 1, 1745-46: ibid., vi, 31-38, 280-282.

138. Stats. at Large, v, 79-86; altered March 9, 1771: ibid.,
vii, 75-96.

139. Md. Laws (Kilty), 1768, c. 29.

140. Ibid., 1773, c. 18, c. 30.

141. Session Laws, 1746, pp. 44-53. This act apparently modifies
the act of 1718 slightly with respect to this town.

142. N. J. Laws (Allinson), 198.

143. Mass. Prov. Acts, v, 177, 187.

144. Stats. at Large, viii, 300-304.

145. Ibid., viii, 284-300, iii, 324-338.

146. Acts of N. J. (Nevill), i, 103, 109; ibid. (Allinson), 419,
428.

Chapter 4

Private Corporations with American Charters

    The private corporations of the colonies are to be
distinguished from the public corporations chiefly by the
prominent, if not exclusive, measure of private support and
control. In law the two were not sharply differentiated; no broad
distinctions appear in the form of the charters; and the
advantages to the community in general were urged in requests for
private grants as well as for public charters. Between different
classes of private corporations, moreover, no lines were drawn,
and it is only by an arbitrary division that we can single out
groups of ecclesiastical, educational, charitable, and business
corporations. But for the sake of clearness such an arbitrary
classification may be justifiable.
    The most numerous group of private corporations in the
colonies comprises those which were concerned with religious
worship. Of these there were, as in England, two distinct types,
-- the "corporation sole," consisting of a single person and his
successors, and the "corporation aggregate," consisting of
several persons and their successors; the latter of course being
the type which to-day has almost the entire claim to the term
"corporation."
    In a few colonies, if not in all, the common law principle
that the "parson" of the Established Church was a "corporation
sole"(1*) was in force. In South Carolina this was explicitly
provided by general acts of 1704 and 1706.(2*) A Georgia act of
1758 is equally explicit, although it relates only to a few
specified parishes.(3*) In Massachusetts substantially similar
powers were conferred by an act of 1755 upon all the Protestant
masters of that province;(4*) and although the term "corporation
sole" is not mentioned in the act, the Massachusetts courts have
held that it operated to create or confirm such corporations.(5*)
There is also judicial authority for the assertion that the same
principle was clearly the law of New Hampshire,(6*) and it may
have been recognized generally in the colonies at least so far as
the Established Church was concerned.
    Furthermore, religious corporations aggregate were erected in
several of the colonies. The first instance of this appears in
New York. Under date of May 11, 1696, Governor Fletcher and his
council granted a charter to the Minister Elders and Deacons of
the Dutch Protestant Congregation in the City of New York.(7*) A
year later a like favor was extended by the same governor to
Trinity Church (Episcopal) of the same city.(8*) Bellomont,
Fletcher's successor, thought the Dutch church charter, like that
of Westchester,(9*) "very extraordinary," and complained to the
Lords of Trade that it amounted to "setting up a petty
jurisdiction to fly in the face of government."(10*) Nevertheless
it survived his complaints and remained in force till supplanted
by legislative charter after the close of the Revolution.(11*) To
the other charter Bellomont appears to have raised no objection,
probably because it was given to a body within the Established
Church. There was, however, some doubt as to its validity, and
application was made to Governor Cornbury, in 1704, for a new
charter. Acting with extreme caution, as we have seen, he refused
to accede to the request on the score of lack of authority.
Instead he recommended an act from the assembly confirming the
rights originally granted, and such an act was duly passed and
approved.(12*)
    In the course of the eighteenth century, churches of the
Established faith were freely chartered by the royal governors of
New York, apparently finding no difficulty in securing corporate
privileges there.(13*) By the end of the colonial period probably
all, or nearly all, of this faith were incorporated.(14*) A few
of the Dutch Reformed denomination were also chattered, perhaps
out of respect to a clause in the treaty of 1664 by which New
Netherland had been surrendered to the English.(15*) Other sects,
on the other hand, -- notably the Presbyterians, the French
Protestants, and the Lutherans, -- sought frequently but in vain
for like advantages. The council was not especially opposed to
the issue of such charters, but the English authorities, upon
being consulted, sent back word (till near the close of the
colonial period) that such encouragement to dissenters was
unnecessary and inexpedient.(16*) In 1775 this restriction by the
home government was removed,(17*) and the council minutes seem to
indicate that at least one of these churches, the French
Protestant at New Rochelle, somehow secured a chatter even as
early as 1762.(18*)
    In New Jersey the first ecclesiastical corporation was St.
Mary's Church in Burlington (Episcopal), which almost succeeded
in obtaining a charter from Lord Cornbury in 1704, and was at
length chattered by Governor Ingoldesby in 1709-10.(19*) St.
Peter's in Perth Amboy was chartered in 1718,(20*) and at least
one dissenting church, a Presbyterian in Monmouth County,
received a charter (1734) before, in 1738, New Jersey was
separated from New York.(21*) The first royal governor of New
Jersey, Lewis Morris, seems to have granted no charters, partly,
it appears, for ecclesiastical reasons. Governor Belcher,
however, who was the chief executive from 1747 to 1757, pursued a
more liberal policy, perhaps because he himself was a
Presbyterian. In his administration three Presbyterian and three
Dutch Reformed churches were chartered;(22*) and at least seven
other similar charters, in these and other denominations, were
issued by his successors.(23*)
    In Pennsylvania several church charters were granted by the
proprietaries or their governors at least after 1760. Record
remains of Swedish and German Lutheran churches of Philadelphia
(1764, 1765), Presbyterian churches of Philadelphia and Carlisle
(1772 and ?), a German Reformed church in Lancaster (1771),(24*)
and an Episcopal church in Philadelphia (1765).(25*)
    In the last few years before the Revolution a number of these
corporations were erected in Rhode Island. Between 1769 and 1774
the "governor and company" incorporated the "Ministers,
Churchwardens, Vestry, and Congregations" of Episcopal churches
in Newport (1769) and Providence (1772);(26*) three
Congregational churches;(27*) two "societies," -- the Benevolent
Congregational Society (1770) and the Charitable Baptist Society
(1774), -- which were organized for the support of public worship
in certain churches of Providence,(28*) and a similar Catholic
Congregational Society in the Town of East Greenwich (1774).(29*)
    There were doubtless a few other incorporated churches in
these colonies. Elsewhere, however, either south of Pennsylvania
or in New England outside of Rhode Island, clear instances of
incorporation for religious societies do not appear.(30*) Certain
substitutes for incorporation do, indeed, exist. In Maryland and
Virginia, for example, there are numerous acts enabling church
officials to hold property for certain uses.(31*) In Pennsylvania
general acts for this purpose were passed in 1712, 1730-31, and
1760, but these are said to have been as often repealed by the
council.(32*)
    In Connecticut the religious "societies" were definitely
authorized by acts of the assembly and enjoyed certain privileges
of unified action, including the power to sue; but the acts
providing for them bear none of the earmarks of acts of
incorporation and it is not clear that the societies were so
considered.(33*)
    In Massachusetts an act of the General Court passed in 1755
provided that the deacons, churchwardens, and other governing
bodies of the several protestant churches should be

"deemed so far bodies corporate, as to take in succession all
grants and donations, whether real or personal, made either to
their several churches, the poor of their churches, or to them
and their successors, and to sue and defend in all actions
touching the same."(34*)

 A few years later (1761, 1762) two special acts were passed by
which, in the two parishes of Rehoboth, the "Committee of the
precinct" was constituted a board of trustees for the parish and
declared a body corporate for the special purpose of investing
the funds of the parish and paying the income thereof to the
parish minister.(3*) It is, however, very much to be doubted
whether these were true corporations. Neither Governor Bernard
nor Governor Hutchinson seems to have regarded the acts as
precedents for acts of incorporation. The bodies to which they
gave new dignity should probably be regarded as
quasi-corporations, or as common law corporations whose rights
the General Court wished to define and confirm.(36*)
    It would appear, therefore, that with the possible exception
of Massachusetts, most of the colonial churches were not
incorporated, at least as corporations aggregate; and that only
in New York, New Jersey, and Rhode Island was the number of such
corporations at all considerable in proportion to the whole
number of churches.(37*)
    Besides the local churches two other types of ecclesiastical
corporations are represented in the colonies. Mention has already
been made of the missionary societies with English or Scotch
charters and bases, which had their chief field in America.(38*)
A similar organization with colonial membership and control was
projected by some enterprising New Englanders, including the
president of Harvard College and the promoter of Dartmouth. They
succeeded in 1762 in securing an act incorporating them as the
Society for Propagating Christian Knowledge among the Indians of
North America.(39*) In the following year, however, this charter
was disallowed by the Privy Council on the recommendation of the
Lords of Trade, chiefly on the ground that the corporation would
carry on its operations beyond the limits of the province, and
might interfere with the general policy of the crown toward the
Indian tribes (!); and because, despite its extensive powers, it
was subject to no public audit or control.(40*)
    The remaining ecclesiastical corporations might from one
standpoint be classed rather as charitable corporations, or, from
another, as insurance companies. Their most prominent
representative was The Corporation for the Relief of Widows and
Children of Clergymen in the Communion of the Church of England
in America, on behalf of which charters were obtained, in 1769,
from the royal governors of New York and New Jersey and from the
proprietary governor of Pennsylvania.(41*) Ten years before, the
Presbyterians of Pennsylvania had secured a similar charter,(42*)
and in 1773, after considerable opposition on ecclesiastical
grounds, their brethren in New Jersey were favored in the same
way by Governor Franklin.(43*) The next year Franklin
incorporated a similar society in the Dutch Reformed church.(44*)
The second of these is still doing business in its narrow sphere,
though in 1875 its title was changed to The Presbyterian Annuity
and Life Insurance Company. The Episcopal corporation lost its
New Jersey funds in the Revolution through the malfeasance of a
loyalist treasurer. The New York and Pennsylvania funds were
separated in 1797, and the Pennsylvania corporation still
exists.(45*) Elsewhere there were similar funds, but in no other
instance, apparently, were corporate privileges secured.(46*)
    Next in numerical importance to the ecclesiastical
corporations stand those which were formed for charitable or
educational purposes. In the formation and control of these
institutions the influence of religion and the church was indeed
frequently present. The church was interested in having an
educated ministry; hence it was natural that schools and colleges
should be founded with a view to providing educational
facilities, and that the clergy should have a prominent, or even
a dominant, voice in their management. The church organization
was commonly charged with the administration of charity as well
as the inculcation of its importance; hence it was to be expected
that in some communities the parish vestry should be the body
incorporated to administer bequests for founding schools for the
poor.(47*) Considering, however, the purpose in view as the basis
of classification, it is permissible to designate as educational
or charitable corporations those which were entirely composed of
ministers or ecclesiastical officials.
    The line between the charitable and the educational
corporations is even more difficult to draw. There were orphan
schools, for example, like the pet project of George Whitefield
in Georgia, which he wished to have erected into "Bethesda
College;"(48*) The South Carolina Society, formed in 1738, which
was incorporated by the assembly in 1751 for "erecting, endoeing,
and supporting proper schools and almshouses, for the maintenance
of poor and helpless orphans;"(49*) and the Win-yaw Indico
Society, incorporated for a similar purpose in the same province
in 1757.(50*) Alongside of these distinctly charitable
enterprises there were also a number of "free schools" or
"charity schools," established largely on private foundations,
which were certainly not wholly "charitable" in nature. One of
the earliest of these,(51*) since known as the William Penn
Charter School, was established in Philadelphia in 1689, given a
corporate charter. in 1697 or 1698 by the governor and council,
as The Overseers of the publick schoole founded in Philadelphia,
at ye request, costs & charges of the people of God called
Quakers, and in 1701, 1708, and 1711 charters by William
Penn.(52*) The Massachusetts General Court, in 1756, incorporated
The Feoffees of the Grammar School of the Town of Ipswich, to
administer a private bequest in the interest of public education
there.(53*) Somewhat similar were The Trustees of the Free
Schools of the Town of Woodbridge, incorporated by the governor
of New Jersey in 1769;(54*) and the "Trustees and Governors" of
Peasley's Free School (1756) and of Eaton's Charity School
(1759), which were incorporated by the Virginia assembly;(55*) as
well as the "academy and charitable school" chartered in 1753 in
Philadelphia, out of which the University developed.(56*) The
Union School in New London, incorporated by the Connecticut
assembly in 1774, was probably another of the same general
nature.(57*)
    There were some private charitable institutions with
corporate charters, however, which were not concerned with
education. Perhaps the first of these, as well as one of the most
important, was incorporated by the Pennsylvania assembly in 1750
as The Contributors to the Pennsylvania Hospital, "for the relief
of the sick poor of this province."(58*) Similar societies were
to be found in other provinces. Thus in 1769 the South Carolina
assembly chartered for the same purpose The Fellowship Society,
which had been in existence as a voluntary association since
1762;(59*) and in 1771 the governor of New York granted a charter
to The Society of the Hospital of the City of New York in
America.(60*) In 1766, moreover, the Pennsylvania legislature
entrusted the bulk of the municipal charity of Philadelphia to a
somewhat pretentious private corporation entitled The
Contributors to the Relief and Employment of the Poor in the City
of Philadelphia. With considerable public "encouragement;" this
body remained the responsible agency for this work till near the
close of the Revolution.(61*)
    The most important of the colonial educational institutions
were the colleges, of which no less than nine with corporate
charters were in existence at the outbreak of the Revolution.
    The first of these, founded in 1636, was incorporated as the
President and Fellows of Harvard College in 1650, by act of the
Massachusetts General Court. When the validity of this charter
was brought in question by the annulment, in 1684, of the colony
charter under which it had been granted, persistent efforts were
made to secure a new charter. It was found impossible, however,
to obtain, either in England or in Massachusetts, a charter which
would satisfy the college, the provincial, and the English
authorities; and the uncertainty was finally quieted by a resolve
of the General Court in 1707 which declared that the act of 1650,
not having been "repealed or nulled," should remain the basis of
the rights of the college.(62*) Even then some influential
members of the community who had the college interests at heart
regarded its status very insecure "for want of an Incontestible
Charter;"(63*) but it was never disturbed.
    The College of William and Mary, with its royal charter of
1693, has already been discussed.(64*) The third in the New
World, eventually known as Yale College, was established in 1701
with the modest title of "collegiate school," and provided with a
governing board of "undertakers" simulating the form of a
business partnership. Later acts increased its powers, and in
1745, when the danger of the loss of the colony charter had
diminished and the confidence in the practical power of the
assembly to incorporate had increased, the first corporate
charter of the college -- which was also the first corporate
charter granted by the Connecticut assembly -- was issued.(65*)
    In this same year (1745) a body of Presbyterians in New
Jersey sought to obtain from Governor Lewis Morris a charter for
a college in that province. He refused, probably on
ecclesiastical grounds.(66*) After his death in 1746, however, a
charter was obtained from the acting governor, Hamilton, and
steps were taken to establish the college.(67*) The validity of
this charter was called in question and it may not have been
entirely satisfactory to the grantees.(68*) In 1748, accordingly,
Governor Belcher, late of Massachusetts and a zealous
Presbyterian, issued a new charter which remained the legal basis
of the "College of New Jersey" as it developed into Princeton
University.(69*)
    The other five colleges of the colonial period were all
chartered in the two decades between 1750 and 1770. The
University of Pennsylvania traces its origin to the "academy and
charitable school" incorporated in 1753, by the governor and
council, with the special approval of the proprietors; to which
school, by a new charter issued two years later, power was given
to grant degrees and the right to be called a "college" was
extended.(70*) Columbia University grew out of the institution
commonly called "King's College," to which the governor's charter
of 1754 had given the corporate title of The Governors of the
College of the Province of New York in the City of New York.(71*)
Brown University was the outgrowth of a college incorporated by
the "Governor and Company" of Rhode Island, in 1764, with the
name of Trustees and Fellows of the College, or University, in
the English Colony of Rhode Island, and Providence Plantations,
in New England, in America.(72*) In 1766 a second college in New
Jersey was established, under Dutch Reformed auspices, and
chartered by Governor Franklin with the title of "Queen's
College," now Rutgers.(73*) Finally, in 1769, the earnest
endeavors of Eleazar Wheelock on behalf of an Indian school --
endeavors which had extended over a decade in time and in space
from New York through New England to old England -- were rewarded
by the incorporation, by authority of the royal governor of New
Hampshire, of Dartmouth College.(74*)
    In nearly every colony, therefore, is to be found at least
one corporate educational institution, operating under charter
from the crown direct, from royal governor, or from assembly.
Delaware, North Carolina, and Georgia alone are exceptions to the
rule.
    Business corporations which were colonial both in origin and
in activity were few, and on the whole of no great importance.
Only as the colonial period drew to a close did several come into
existence, and even these were hardly typical of present-day
business corporations.
    If the "Free Society of Traders in Pennsylvania" be excluded
because of its English origin and charter,(75*) The New London
Society United for Trade and Commerce in Connecticut (1732-33)
probably deserves to be called the first American business
corporation.(76*) Even in this case the title is not entirely
clear. The company was indeed a distinctly Connecticut
institution, both in its origin and in its act of authorization;
and whether its purposes actually included the carrying on of
trade as well as the issue of bills of credit, its business
nature is obvious. The only doubt arises on the question whether
it was really made a corporation. As we have seen, when the
question of overtly incorporating it was presented to the
assembly, particularly in 1733, that body decided that it had not
the authority requisite to incorporate such a "society;" and when
the company pleaded that it was a "fraternity" and not
dissolvable, the assembly denied the plea. The act of
authorization certainly bestowed many of the attributes of a
corporation, but its terminology is not absolutely convincing.
And the early demise of the company makes a final statement as to
its "corporateness" impossible.
    The second business corporation of Connecticut was concerned
with a New Haven enterprise -- like the first educational
corporation of the state. For a commercial seaport adequate
wharfage was as essential as good roads for inland towns.
Numerous wharves were early built, but one, known usually as
"Union Wharf" or "Long Wharf," stood out preeminent and
encouraged local capitalists to "a constant succession of
failures" in getting it put into and kept in serviceable shape.
Late in 1731 the assembly

"Voted, that so many of the proprietors of the town as incline to
do so, shall have free liberty to give what money they please, so
far as shall be needed towards the building of the wharf, to the
extent of three, four, or five hundred pounds."

In 1736 a new set of proprietors commenced work energetically,
and by Nov. 11, 1738, "the Wharf extended into the harbor almost
twenty-six rods," and an undivided twentieth share in it was sold
at the rate of £530 for the whole. The earliest regular record of
the company, dated February, 1745, indicates that it was still
necessary to "carry on said wharf with the utmost expedition." In
1748 it yielded a revenue of £181 14s. 1d., but this and later
income was invested in its extension. Despite all this
investment, in 1752 half a right, or one-twentieth, would not
sell for £20. At last, after a period of discouragement and
inactivity, during which the owners had increased in number but
not in strength, a few of the more hopeful proprietors secured a
charter from the assembly, May 22, 1760, as The Union Wharf
Company of New Haven. As a corporate body the company continued
its career of feverish industry alternating with discouraged
inactivity. The historian of the wharf cannot find that up to
1799 "any dividends had ever been paid to the owners of the
wharf. Every dollar of its earnings had been expended toward
repairing the wharf and in its extension."(77*)
    A similar company, The Proprietors of Boston Pier, or the
Long Wharf in the Town of Boston in New England, was chartered by
the Massachusetts General Court in 1772.(78*) Its history, prior
to and after incorporation, was not greatly different from that
of the New Haven company.
    The business corporation with colonial charter which was of
the greatest lasting significance was a mutual insurance company,
formed in 1752, which was incorporated by the Pennsylvania
assembly Feb. 20, 1768, as The Philadelphia Contributionship for
the insuring of Houses from Loss by Fire.(79*) There seems to
have been no expectation of direct pecuniary gain on the part of
the "contributors," but the present custom of counting mutual
insurance companies among business corporations may justify its
inclusion here. The company prospered, and until the year 1786
was without a rival in Philadelphia. Alone of the colonial
business corporations it has had a continuous existence to the
present day.(80*)
    Apparently the only other business corporations of the
colonies were companies for supplying water. As early as 1652 the
Massachusetts General Court voted that certain specified
inhabitants of Conduit Street, Boston, "shall be a corporation,
and incorporated into one body or company," to provide water for
daily use in their families and to secure their properties from
danger by fire. The proprietors were to elect annually two of
their number to be "wardens or masters of the said waterworks for
the ensuing year;" and these wardens were virtually managers of
the whole business on behalf of the company. Other proprietors of
lands on the same street or elsewhere were to be permitted to
enter the corporation, with the consent of the wardens and
company, and on condition of paying their reasonable share of the
expense. This body, like the preceding one in being a mutual
company, has not been mentioned earlier because, in spite of the
phraseology quoted above, it lacked a corporate name, which was
one of the formal requisites for adequate incorporation. It never
accomplished the objects intended.(81*)
    In 1772 and 1773 three such water supply companies were
chartered by the Rhode Island assembly. These were called
"fountain societies," -- respectively, "Field's" and "Rawson's"
in Providence and "Cooke's" at East Greenwich.(82*) The first of
these had built by contract, in the summer of 1772, a wooden
aqueduct three-fourths of a mile long, conveying fresh water to
"that Part of Providence called the Point;" and despite the
expense the proprietors felt well repaid at being the "first in
English America who ever attempted and effected an Affair of this
Nature...."(83*) The other companies doubtless sprang up in
imitation. The first two, at least, survived the Revolution;(84*)
they cannot, however, have been notably successful.
    The charters definitely convey all the customary general
powers of corporations. Provision is made for the annual election
of necessary officers, always including a committee charged with
"the whole ordering and management of every matter and thing
respecting said works." Power is given to dig in the highways to
lay aqueducts and pipes. The necessary funds for general expenses
are to be met by assessments, and the individual members were
permitted to convey the water from the main aqueducts to their
houses or manufactories at their own expense. It is not clear
that the original intention was to furnish water to other persons
than the members themselves, or that direct pecuniary profit was
anticipated; but these were certainly within the powers of the
proprietors.
    It is possible that an exhaustive search of the colonial
records would reveal other examples of business
corporations,(85*) but the number would still be small. Even the
demand for such charters seems to have been relatively slight.
Perhaps the following examples from New Jersey history may be
regarded as typical suggested or solicited grants of corporate
privileges which did not materialize.
    In May, 1740, Benjamin Smith, representative from Hunterdon
County, prayed the assembly for leave

"to bring in a Bill to establish two Trading Companies, to make
them Bodies Politick and Corporate, in Succession, the one to be
held at Burlington, and the other at Amboy, and enable them to
carry on a Foreign Trade, by making current Twenty Thousand
Pounds of Paper Money for their Use, to continue the full Term of
Ten Years."(86*)

The plan was to secure subscriptions payable in the course of ten
years, taking mortgages on lands and buildings as security, and
to have the province issue to each company the £20,000 in bills
of credit redeemable within the ten years. The bill was
deliberated upon and even printed, "for the consideration of the
Members and their Constituents, until some future Assembly of
this Province;"(87*) but it never was further considered. In
1759, again, when Governor Bernard was urging upon the New Jersey
assembly the expediency of cementing the friendly relations
lately established with the Indians by making provision for a
well-regulated trade with them, he wrote:

"This trade... may be either managed by commissioners on account
of the province,(88*) or by an incorporate company on a joint
stock with an exclusion of private traders."(89*)

But the danger of Indian hostilities soon passed, and the
recommendation was not acted upon.
    Alongside of these corporations, and indeed preceding them,
were a large number of unincorporated associations, partnerships,
societies, groups of "undertakers," "companies," formed for a
great variety of business purposes. Certain of these have been
spoken of as corporations. Many were popularly or even formally
designated "companies;" several of them sewed from the assemblies
more or less substantial privileges; and, especially in the case
of the drainage associations of Pennsylvania and New Jersey,
elaborate acts were passed defining their mode of organization
and activity. But in the eye of the law all of them were probably
mere partnerships or tenancies in common. Corporate privileges
for business purposes were so uncommon in the colonies that
without fairly definite and reliable data the presumption must be
against their existence. Mention may be made of some of these to
reveal the forerunners of the business corporation. Fishing and
whaling companies were numerous. Usually they were not joint
stock companies in the ordinary sense, but such as Crèvecoeur
described in his Letters from an American Farmer: "They have no
wages; each draws a certain established share in partnership with
the proprietor of the vessel; by which economy they are all
proportionately concerned in the success of the enterprise, and
all equally alert and vigilant."(90*) Of this nature, in all
probability, were two whale-fishing ventures centering early in
Elizabethtown, New Jersey, which in 1668 and 1678, respectively,
secured certain monopoly privileges by grant of the governor for
a term of three years;(91*) and several companies established at
Philadelphia as early as 1687.(92*) It was a typical joint stock
company, with £10 shares, however, that was set on foot in New
York in January, 1675, and given recognition by the council.(93*)
    There were a number of mining companies, chiefly for
producing iron or copper. One of the earliest was the Undertakers
of the Iron Works, near Lynn, Massachusetts, formed in 1642 by
John Winthrop, Jr., and Robert Bridges, with the aid of British
capital.(94*) In 1660 another "company," was at work similarly at
Concord.(95*) A company was formed in 1679, largely by
Bostonians, to work a lead mine near Northampton, Massachusetts.
In a few years work was abandoned, to be resumed by a New York
company in 1765, succeeded in 1768 by a Boston company headed by
William Bowdoin.(96*) The Principio Company, composed chiefly of
British merchants, iron masters, and other capitalists, erected
iron works near Port Deposit, Maryland, about 1715 and was active
and, with interruptions, fairly prosperous up to the
Revolution.(97*) The Patapsco Iron Works near Baltimore, founded
1731, with a capital in 1764 of some £50,000 and an output of
£400 sterling, continued even after the war.(98*) New Jersey iron
mines near Trenton attracted attention in the 1720's and were
worked with English capital. About 1760 the Andover mines were in
use. In 1764 Peter Hasenclever, a German merchant, formed a
Company in London, imported some five hundred German miners, and
opened iron mines at Charlottenberg, Ringwood, and Long Pond, New
Jersey.(99*)
    What has been called "the first incorporated mining
company... in the United States" was formed in 1707 to work
copper ores discovered at Simsbury (East Granby), Connecticut,
about 1700. An act for its encouragement was passed by the colony
in 1709, considerable capital secured from London and Holland,
and work was carried on intermittently for some sixty
years.(100*) As early as 1730 Robert Carter and sons, with Mann
Page, were endeavoring to work a copper mine in Virginia.(101*)
About 1748-50 a copper mining company leased lands and began work
near New Brunswick, New Jersey; and about 1768 the Schuyler mine
near Belleville, where the first steam engine in America was soon
set up, was opened.(102*) A royal charter was drafted, but
probably not secured, for a Lake Superior Mining Company
concerned chiefly with copper, in 1771-72.(103*)
    Joint stock companies for manufacturing were less common, but
still existed in several instances. By almost invisible
gradations they merge into a group of societies to promote useful
economic ends and, perhaps incidentally, serve charitable
purposes. Examples of the earlier type are the Vndertakers of the
Glass Works, formed in Massachusetts about 1642,(104*) a paper
mill company in Pennsylvania, about 1706,(105*) and a saw mill
company in Centerdale, Rhode Island, about 1750.(106*) Toward the
end of the colonial period, if not earlier, flour milling
companies appear, at least in Rhode Island.(107*)
    Several of the wider sort may be mentioned briefly. In 1748
some £2300 was subscribed by Boston citizens, in £50 and £100
shares, to promote the linen manufacture. No results were
immediately achieved. In 1750, however, the United Society for
Manufactures and Importation was formed for the same purpose and
began manufacturing linen. The next year the Society for
Encouraging Industry and Employing the Poor was organized. To it,
in 1753, the General Court voted £1500 "to encourage the
Manufacture of linnen," and for its use erected a "Manufactory
House."(108*) In New York a Society for the Promotion of Arts,
Agriculture, and Economy was formed late in 1764, "To advance
husbandry, promote manufactures, and suppress luxury," and
especially to establish the linen manufacture. Several hundred
pounds were subscribed and paid in. The minimum subscription was
20s., the minimum for a vote £5. The society planned holding
"monthly conventions" and the bestowal of premiums.(109*) About
1764 a joint stock company, apparently of a purely business
nature, with £100 shares, was formed "for erecting and carrying
on a LINEN MANUFACTORY, in or near the city of Philadelphia,"
with a view "to import the brown linens of Europe to be bleached
here for the supply of our markets." Its members announced
themselves, however, as "desirous of encouraging the poor."(110*)
In 1770 the American Philosophical Society set on foot a
subscription for promoting the culture of silk in America,
considerable sums were raised ("near a thousand pound.... in a
few days"), and a society formed, and a grant of £1000 secured
from the assembly. Something was done before the war
interrupted.(111*) In 1775 the United Company of Philadelphia for
Promoting American Manufactures was formed, with shares of £10,
planning to invite manufacturers from Europe, give employment to
the poor, and erect additional barriers to the encroachments of
tyranny, by establishing manufactories of woollen, cotton, and
linen. This continued bravely, despite the outbreak of
hostilities, manufacturing chiefly linens. In April, 1777, a
manager reported some £5000 capital employed, and each share
having a book value of £17 6s. 6d.(112*)
    Banking institutions were represented notably by the "Bank of
Credit Lumbard" promoted in Boston by John Blackwell and
authorized by the General Court in 1686,(113*) and by the "Land
Bank or Manufactory Scheme" in the same colony in 1739-41.(14*)
There were a few insurance companies. Thus in October, 1757,
Thomas Willing (later president of the Banks of North America and
the United States) and five other merchants formed the
partnership of Thomas Willing & Co. to underwrite policies of
marine insurance, their preamble reciting that "the Insurance of
Vessels and Merchandize has proved a great Encouragement to
Trades, and that by Companies is most secure to the Insurer...."
A year later Robert Morris took the place of a retiring partner.
No capital was contributed, and policies were issued on the joint
credit of the members. Hence incorporation was unnecessary.(115*)
Fire fighting companies were numerous at least in
Pennsylvania,(116*) and existed in several other colonies;(117*)
but these cannot be considered business associations.
    For the Indian trade a number of companies were formed and
others projected. Among the active ones were two "free companies
of adventurers" in Massachusetts, 1644 and 1645,(118*) and a
Virginia company which early in the eighteenth century "by
opening a Trade Settled a good correspondence with the Southern
Indians."(119*) Among those merely proposed were ones in
Pennsylvania (1707)(120*) and New Jersey (1759).(121*) Most
important among these was the Ohio Company, which also was a land
company. It has frequently been called a corporation, with a
crown charter; but I have been unable to verify these statements.
It was a joint stock company with twenty shares and originally as
many members, formed by Thomas Lee of Stratford, Virginia, and
John Hanbury of London, and composed of Virginians and Londoners.
A grant of five hundred thousand acres of land between the
Monongahela and Kanawha was secured from the crown March 16,
1749. Cargoes of goods were sent out, a fort built, and a few
families settled. It was not prosperous, and the outbreak of the
French and Indian War killed its prospects, all persons concerned
being heavy losers. George Mercer went to London in 1763 and
remained six years vainly endeavoring to wind up its affairs,
which were not finally settled till after the war.(122*)
    There were numerous other land companies, large and
small.(123*) This was the nature of the West Jersey
Society,(124*) the Cape Fear Company and the Corporation of
Barbados Adventurers of early Carolina,(125*) and the Frankfort
Company of early Pennsylvania.(126*) A Pennsylvania Land Company
was involved in litigation in 1706.(127*) There were The
Proprietors of the Kennebec Purchase from the Late Colony of New
Plymouth (1753) and several other Maine land companies.(128*) The
Susquehanna Company was a Connecticut organization formed in
1753, which made a large purchase from the Indians and sought in
vain a crown charter confirming the grant and incorporating
them.(129*) The Mississippi Company, of which Washington was a
member, petitioned in 1768 for a 2,500,000 acre grant between 38°
and 42°.(130*) Not long before the Revolution an Indiana Land
Company secured a large tract of land in what is now West
Virginia.(131*)
    In the nature of a development company was the twenty-one
share Great Dismal Swamp Company, which in 1762 took up forty
thousand acres in the richest part of the swamp and worked,
albeit not very effectively, at the task of reclaiming the land,
till the burning of Norfolk by the British.(132*)
    There were also a number of associations for erecting
bridges, building or repairing roads, and improving navigation of
small streams or rivers. These are often hardy to be regarded as
business associations, but rather as groups of subscribers for a
local public benefit which they were given some power to manage
and control. An early instance of this is a company authorized in
1700 to build a toll bridge in Pennsylvania.(133*) More typical
are two Pennsylvania acts of March, 1771, appointing
commissioners to receive voluntary subscriptions and apply them
to the improvement of navigation of the Delaware and Lehigh
rivers, and other commissioners to apply similar subscriptions to
opening a road from Reading to the Susquehanna.(134*) Such acts
were numerous toward the end of the colonial period, from
Pennsylvania to South Carolina, and constitutes important
forerunners of the most numerous class of business corporations
in the period after the Revolution.(135*)
    Lotteries were frequently authorized to supplement voluntary
subscriptions. In some instances, also, associations were formed
to receive subscriptions and apply them to such purposes, and
received authority from the legislatures to collect on promises
made. In some cases tolls were even permitted. But a search of
the colonial statutes has revealed no instance of a highway
company incorporated for the pecuniary benefit of the
proprietors;(136*) and the attitude of the promoters of such
companies after the Revolution indicates that the idea of
business corporations in this field was a novel one.
    A semi-public corporation for such purposes was, however,
constituted by act of the New Jersey assembly June 20, 1765, by
the name of The Trustees of the Road and Ferries from Newark to
the Road leading from Bergen Point to Paulus Hook (later Jersey
City).(137*) The corporation consisted of a self-perpetuating
body of nine trustees. To them was entrusted the duty of putting
and keeping in good condition this difficult part of the highway
between Philadelphia and New York; and to this end they were
empowered to receive donations and to take tolls and rentals,
subject to regular accountability to a county board of
review.(138*) In 1776 they were invested with the perpetual title
to the ferries over the Passaic and Hackensack rivers along this
route.(139*) The corporation remained in existence at least until
1815, but after the completion of the bridges over these rivers
in 1795 the ferries became of no importance and the corporation,
though under protest, virtually became a nonentity.(140*)
    In the same category with the highway companies there were,
at least in New Jersey and Pennsylvania, a number of associations
of neighboring landowners, which were organized in accordance
with legislative act to undertake at common expense the draining,
diking, or otherwise improving of the lands owned by the members
in severalty. After the Revolution several of these were
incorporated, but no instance of this sort appears prior to the
war.(141*)
    A few other colonial corporations, hardly to be classed as
ecclesiastical, charitable, educational, or business
corporations, remain to be mentioned.
    In several colonies incorporated libraries antedated the
Revolution. One of the earliest of these was the Library Company
of Philadelphia, formed in 1731 and incorporated by proprietary
charter in the spring of 1742.(142*) The Union Library Company of
Philadelphia was chartered in 1759, after an existence of several
years. Ten years later it was merged into the earlier
company.(143*) Another early one, The Company of the Redwood
Library, was chartered in Rhode Island in August, 1747.(144*) In
South Carolina, in 1754, The Charlestown Library Society, which
had been organized six years before, was the subject of an act of
incorporation.(145*) In 1757 and 1765 two "library companies',
were chartered by the royal governors in New Jersey, for
Burlington and Bridgetown (Mt. Holly).(146*) The Juliana Library
Company in Lancaster was chartered in Pennsylvania in 1763 by the
proprietaries or their governor.(147*) And in 1772 The Trustees
of the New York Society Library were chartered, probably by the
governor of New York, after having been active for at least
fourteen years.(148*)
    There were also a few "marine societies," which had been
formed for the purpose of bringing together the "mariners" of a
particular port with a view to increasing the common stock of
knowledge in matters of navigation and serving as an organization
for mutual aid. Three such societies were incorporated by the
Massachusetts General Court, at Boston (1754),(149*) Salem
(1772),(150*) and Marblehead (1773);(151*) and one in New York
City was chartered by the governor and council of that province
(1770).(152*) The Fellowship Club, of Rhode Island, formed in
1752 and chartered in 1754, was of the same nature.(153*) A
similar society was formed in Newburyport, Massachusetts, in
1772, but not incorporated till 1777.(154*) Similar, but slightly
more specialized, was The Society for the Relief of Poor and
Distressed Masters of Ships, their Widows and Children, organized
in 1765 and incorporated by the Pennsylvania assembly in
1770.(155*)
    A number of similar organizations did not secure corporate
powers, at least in colonial days. Such were The Carpenters
Company of Philadelphia, formed in 1724

    "for the purposes of obtaining instruction in the science of
architecture and assisting such of their members as should by
accident be in need of support or the widows and minor children
of members...,"(156*)

which was incorporated in 1790; and a musical St. Cecilia
Society, of Charleston, S. C., formed in the fifties but first
incorporated in 1784.(157*) In 1766 or 1767 Dr Morgan applied to
the proprietor for a charter incorporating a medical society he
had organized in Philadelphia, but none was issued, probably
because of personal dissensions among the physicians of the
city.(158*)
    Somewhat more important, especially in view of its later
development, was a "society of merchants" which was formed in New
York City in 1768, with the name of The New York Chamber of
Commerce and with the purpose of

"promoting and encouraging commerce, supporting industry,
adjusting disputes relative to trade and navigation, and
procuring such laws and regulations as may be found necessary for
the benefit of trade in general."

In 1770 the society found no difficulty in persuading the
governor to grant a charter of incorporation,(159*) and it thus
became probably the first incorporated Chamber of Commerce in the
world.(160*) Three years later the assembly showed its confidence
by making the Chamber a grant of £200 per annum to be
administered in premiums "for the encouragement of a fishery on
this coast, for the better supplying the markets of this city
with fish."(161*) The published records of its early years show
that even before the Revolution it led an active existence, and,
like but few of its contemporary corporations, it has maintained
that existence uninterruptedly to the present day. There was at
least one other colonial Chamber of Commerce in Charleston as
early as 1774,(162*) but no other seems to have been
incorporated.
    Finally it may be remarked that the military companies
organized in Rhode Island, in especially large numbers on the eve
of the Revolution, have some of the earmarks of corporations.
They petitioned for "charters of incorporation." They were given
perpetual succession; they were empowered to make rules and
orders for their government; they were given a formal "company"
name; and they were authorized by a "charter" issued by the
governor in accordance with an act of the assembly, which charter
was properly signed and sealed. The question of their legal
status does not appear to have been passed upon, but it would
seem that a strong argument might have been made to prove them
genuine corporations, despite the fact that the acts do not
specifically so call them.(163*)
    There were, then, in the colonies private corporations
representing a considerable number of different types, alongside
of unincorporated associations more numerous and varied. Most of
the incorporated bodies, it will be noted, were engaged in
promoting ends which appeared to be of general public utility.
This is true whether we consider the churches, which were so
important elements in the social fabric of the day, the schools
and hospitals, mutual benefit societies like the marine societies
or the insurance and water supply companies, or even the most
business-like of the business corporations. There are hardly any
to be found which were so thoroughly "private" as probably the
majority of corporations in the present day. Yet it is not
without significance that so many, of so many different aims,
should have arisen in the colonies as private undertakings and
been carried on under private control.


NOTES:



1. Blackstone, Commentaries, i, 469.

2. S. C. Stats. at Large, ii, 239, 286.

3. The Colonial Records of... Georgia. Ed. by Allen D. Candler
(Atlanta, 1904-10), xviii, 258-272.

4. Mass. Prov. Acts, iii, 778.

5. Weston v. Hunt, 2 Mass. 500 (1807); Brunswick v. Dunning, 7
Mass. 447 (1811); cf. Boston v. Sears, 125 Mass. 125-126 (1839)
(Shaw, C. J.).

6. Pawlet v. Clark, 9 Cranch (U. S.) 334 (1815).

7. Cited in ratifying act of Dec. 12, 1753: N. Y. Col. Laws, iii,
983-992.

8. Cited in confirmatory act of April 17, 1784: Session Laws,
1784, pp. 42-44. Cf. Minutes of Vestry, 1697-1717, reprinted in
part in The Historical Magazine, 3d series, i, 10-14 (1872).

9. See supra, 52-53.

10. Letter to Lords of Trade, Nov. 12, 1698: N. Y. Col. Recs.,
iv, 426-427.

11. Session Laws, 1784, p. II.

12. See petition in Doc. Hist. of N. Y., iii, 409-410, and
confirming act in N. Y. Col. Laws, i, 564-569. Cf. also N. Y.
Col. Recs., iii, 1114-1115, and supra, 11.

13. Letter of Governor Colden to Lords of Trade, Dec. 7, 1763: N.
Y. Col. Recs., vii. 585-586; N. Y. Council Min. (Calendar, index:
"Churches").

14. An estimate made in 1789 of the New York churches in 1773
shows 21 Episcopal, 23 Dutch Calvinist, and 48 Presbyterian
active: Amer. Museum, vi, 302 (October, 1789).

15. See references in note 2, above; also Munsell, Annals of
Albany, ii, 105-113, vi, 64; Doc. Hist. of N. Y., iv, 362, 371.

16. N. Y. Col. Recs., vii, 585-586, 642; Doc. Hist. of N. Y.,
iii, 460-465, 489-508, Cf. C. W. Baird, in Mag. of Amer. Hist.,
iii, 593-628 (1879); Andrews and Davenport, Guide, 181, 182, 405.

17. N. Y. Col. Recs., viii, 573-574.

18. Council Min., xxiii, 403, xxv, 448 (Calendar, 407, 458).

19. N. J. Arch., xiii, 396; charter quoted in part in G. M.
Hills, History of the Church in Burlington... (Trenton, 1885),
97-100. Confirmatory act of Nov. 17, 1784, in Session Laws, 126.

20. Whitehead, Perth Amboy, 217-219.

21. MSS. copy of charter among John Rutherfurd Papers, listed in
N. J. Hist. Soc. Proc., 2d series, iii, 171 (1874).

22. N. J. Arch., xvi, 221, 429; Nicholas Murray, Notes...
concerning Elizabethtown... (Elizabethtown, 1844), 62-69; John
Hall,... Presbyterian Church in Trenton... (New York, 1859),
154-155.

23. N. J. Arch., xvii, 380-381, xviii, 13, 25, 30, 520-521;
Murray, Eliz. Notes, 129;, Session Laws, 1783, pp. 6, 25; Pa.
Mag. of Hist. and Biog., xxiv, 521-522 (1901). S. A. Clark, The
History of St. John's Church, Elizabeth Town, New Jersey...
(Philadelphia, 1857), 88-96.

24. Confirmatory acts in Pa. Stats. at Large, x, 82-90, xii,
244-250, 272-275, 496-499. The Lancaster church, at least, did
not act under its charter.

25. Perry, Amer. Episcopal Church, i, 660; G. H. Fisher, in Pa.
Mag. of Hist. and Biog., xxvii, 279 (1903).

26. Session Laws, 1769, pp. 74-76; ibid., 1772, pp. 71-73.

27. Ibid., 1771, pp. 31-35; ibid., 1774, pp. 27-30, 73-78.

28. Session Laws, 1770, pp. 64-68; ibid., 1774, pp. 7-12.

29. Ibid., October, 1792, pp. 11-13, referring to the charter as
granted August, 1774.

30. The Maryland chancellor stated in 1829 (McKim v. Odom, 3
Bland Ch. 418) that there were no such corporations in that
province. Cf. Md. Hist. Mag., iv, 228-235 (1909), for petition
(1774) not granted.

31. Md. Laws (Kilty), 1727, c. 10, 1730, c. 9; Va. Stats. at
Large (Hening), v, 76-77, 251, 390.

32. Pa. Stats. at Large, ii, 424, iv 208-211; Session Laws, 1760,
pp. 90-93. Cf. Case of Sarah Zane (U. S. Circuit Court, Pa.), in
Hazard, Register of Pa., xiv, 322, 324 (1833).

33. Cf. Conn. Col. Recs., v, 552, vi, 33-34, 380-381, 427, vii,
74, 211.

34. Mass. Prov. Acts, iii, 778, 818. The same act conferred
corporate powers upon the ministers: Supra, 75-76.

35. Mass. Prov. Acts, iv, 463, 518-519, 542-543, 560.

36. Letters to Lords of Trade: ibid., iv, 562-563, v, 190. Cf.,
however, A. M. Davis, Corps. in Col., 211.

37. Baldwin's statement (Priv. Corps., 273, 266) that these "were
freely incorporated both by the royal governors and the colonial
assemblies" seems too sweeping a generatization, although in all
probability there were others besides those mentioned.

38. Supra, 38.

39. Mass. Prov. Acts, iv, 520-523, 560-564. Cf. Chase, Dartmouth
College, i, 30-31.

40. Mass. Prov. Acts, iv, 562-564. There seems to have been some
uncomfortable experience, perhaps with the Presbyterian
corporation next mentioned, which was at the moment in the minds
of the Lords of Trade. Cf. also The Society of the United
Brethren for Propagating the Gospel among the Heathen, formed
1740, incorporated Feb. 27, 1788: Pa. Stats. at Large, xiii,
12-15.

41. N. Y. Council Min., xxix, 312-334 (Calendar, 541-543); N. J.
Arch., ix, 341342, xviii, 2-3; Perry, Amer. Epis. Church, i,
647-653; William Smith, Some Account of the Charitable
Corporation... (2d ed., Philadelphia, 1770); J. W. Wallace, A
Century of Beneficence... (Philadelphia, 1870); Pa. Stats. at
Large, xi, 419-421 (1785).

42. Baldwin, Bus. Corps., 268; Briggs, Amer. Presbyterianism,
cxii-cxviii; N. J. Arch., x, 342, xviii, 277. Charter in Address
of the Corp. (1827), 14-16.

43. N. J. Arch., xviii, 269, 276-278, 283-284, x, 339-360, 404,
407, 409.

44. Ibid., xviii, 520.

45. Zartman and Price, Readings in Personal Insurance -- Life
Insurance, 77-80.

46. See Evans, Amer Bibliog., v, 33, No. 13327, for mention of
"trustees and subscribers to a fund for the relief of the poor
widows and orphans of clergymen in Virginia," 1774; ibid., iv,
317, No. 12406, "The Plan of a Society for making provision for
widows, by annuities for the remainder of life; and for granting
annuities to persons after certain ages," published in Boston,
1772; and ibid., v, 27, No. 13283, "Rules and orders for
establishing a fund of charity, for the more effectual relief of
such members of the most ancient and honorable society of Free
and Accepted Masons, their widows and orphans...," published in
Boston, 1774. (For this society, see title in Evans, Amer.
Bibliog., iv, 310, No. 12345.)

47. See, e.g., the case of the vestry of St. Thomas' Parish,
Berkeley County, South Carolina, incorporated in 1736 by the
South Carolina assembly. S. C. Stats. at Large. iii, 431-436.

48. Perry, Amer. Epis. Church, i, 662-665; Whitefield to B.
Franklin, Jan. 21, 1768, in Franklin Papers (Univ. of Pa.), 1, 12
(Calendar, 400); A Letter to His Excellency Governor Wright,
Giving an Account of the Steps taken Relative to the Converting
the Georgia Orphan-House into a College. Together with the
Literary Correspondence That Passed upon That Subject, between
His Grace the Archbishop of Canterbury and the Reverend Mr George
Whitefield (Charles-Town, 1767). The last two I have not
consulted.

49. S. C. Stats. at Large, viii, 106-107.

50. Ibid., viii, 110-112.

51. The historian of the Roxbury Latin School (J. E. Greene, in
Amer. Antiq. Soc. Proc., New Series, iv, 348-366), established
1645, says that the General Court incorporated its "feoffees" in
1670; but the records hardly warrant such a construction: Mass.
Col. Recs., iv, pt. ii, 431, 444, 455-457.

52. Pa. Col. Recs., i, 531-533; Proud, Hist. of Pa. i, 343-345.

53. Mass. Prov. Acts, iii, 891 893, 951-953, iv, 806.

54. N. J. Arch., xviii, I, 6.

55. Stats. at Large (Hening), vii, 41-43, 317 320; Bruce,
Institutional Hist. of Va., i, chap. 7.

56. See infra, 86.

57. Conn. Col. Recs., xiv, 382.

58. Stats. at Large, v, 128-131; Hazard, Register of Pa., ii,
90-100 (1828); F. R. Packard, in Founders' Week Memorial Volume
(F. P. Henry, ed., Philadelphia, 1909), 593-612. It is worthy of
remark that the proprietors, besides subscribing to this
undertaking, proffered a charter in their own names, "which the
managers," says Hazard, "declined accepting, on account of some
objectionable clauses and considering the incorporation of the
assembly as the best that they could have."

59. S. C. Stats. at Large, viii, 112-114. Cf. Evans, Amer.
Bibliog., for three colonial editions of its rules.

60, N. Y. Council Min., xxix, 370, 403 (Calendar, 548, 550); N.
Y. Col. Laws, v, 367-368; Anon., An Account of the New-York
Hospital (New York, 1811).

61. Stats. at Large, vii, 9-17, ix, 357 359. x, 401-406; Roland
G. Curtin, in Founders' Week Memorial Volume (F. P. Henry, ed.,
Philadelphia, 1909), 422, 427, 429.

62. Quincy, Hist. of Harvard Univ., chaps. 4-6, 8; Catalogue of
Harvard Univ.: "History and Government," reprinting relevant
documents; Andrews and Davenport, Guide, 117.

63. Cotton Mather to Benjamin Colman, March 6, 1724-25, in Diary
of Cotton Mather, 1681-1724 (Boston, 1911-12), ii, 810.

64. See Supra, 45-46.

65. Conn. Col. Recs., iv, 363-365, ix, 113-118; Baldwin, Yale
College; Trumbull, Hist. of Conn., ii, chap. 12; and see Supra,
21-22.

66. J. Maclean, History of the College of N. J... (Philadelphia,
1877), i, 31, 34, J. DeWitt, Historical Sketch of Princeton
University (New York, 1898), 334-335. 42; Morris was a zealous
Episcopalian, and had been chief justice in New York when the
governor and council there refused a charter to the Presbyterian
church of New York City, in accordance with the orthodox policy
which was there in vogue. Cf. Supra, 77.

67. N. J. Arch., xii, 331, 386, xvi, 81.

68. Maclean, Coll. of N. J., i, 49-51; N. J. Hist. Soc. Proc., 2d
Series, xiii, 1 74 (1895).

69. N. J. Arch., xvi, 81; Fisher, N. J. as Royal Prov., 384-391;
DeWitt, Princeton Univ., 218-220; Session Laws, March 13, 1780,
Nov. 20, 1786, May 27, 1799.

70. T. H. Montgomery, A History of the University of Pa....
(Philadelphia, 1000), esp. 177-170, 209-211; Pa. Laws (Dallas),
i, 814-821.

71. Anon., Historical Sketch of Columbia College, 205-224; and
Cf. C. H. Levermore, "The Whigs of Colonial New York," in Amer.
Hist. Rev., i, 240-244 (1896).

72. R. A. Guild, Early History of Brown University...
(Providence, 1897), 510-549.

73. N. J. Arch., xviii, 24; Fisher, N. J. as Royal Prov.,
384-391; D. D. Demarest, in Murray's Hist. of Educ. in N. J.,
287-293; Session Laws, May 31, 1799, p. 518 (confirmatory act).

74. Chase, Dartmouth College, esp. i, 1-114, 639-648; McClure and
Parish, Memoirs of Rev. Eleazar Wheelock, 25; John M. Shirley,
The Dartmouth College Causes... (Chicago, 19o5), 21-23, 27.

75. Supra, 41-45.

76. Supra, 22-25.

77. Conn. Col. Recs., xi, 400-401; Thomas R. Trowbridge, "History
of Long Wharf in New Haven," in New haven Colony Hist. Soc.
Papers (New Haven, 1865), i, 83-103. The charter is cautiously
worded, like that of the New London Society. 

78. Mass. Prov. Acts, v, 200-202, 262-263; Mass. Centinel, March
18, 1789.

79. Pa. Stats. at Large, vii, 178-181; Pa. Col. Recs., ix, 566.
Confirmed by the king in council, March 6, 1769. 

80. Baldwin, Bus. Corps., 264, 267; Scharf and Westcott, Hist. of
Phila., iii, 2114-2115; and Essay IV, chap. 5.

81. Mass. Col. Recs., iv, pt. i, 99-100; A. M. Davis, Corps. in
Col., 202; N. B. Shurtleff, Topographical and Historical
Description of Boston (3d ed., Boston, 1891), 399-403.

82. Session Laws, May, 1772, pp. 8-11, October, 1772, pp. 55-57,
October, 1773, pp. 76-78.

83. See statement and resolutions, signed by Nathanael Greene,
Secretary, in Providence Gazette, Aug. 29, 1772.

84. Cf. act of Sept. 10, 1787, declaring the charter of Field's
Fountain Society fully operative, despite omission of the meeting
of May, 1785 : R. I. Recs., x, 252-253. Staples, Annals of
Providence, 620-622; Providence Gazette, Sept. 7, 1793.

85. Hood, Index of Corps. (N. J.), 161, 164, refers to two
concerned with ferries, at Egg Harbor and Gloucester; but a
glance at the acts of assembly cited makes it obvious that in
neither case did a corporation exist.

86. N. J. Votes of Assembly, 1740, p. 31.

87. N. J. Votes of Assembly, 1740, pp. 41, 47, 58-59; Whitehead,
Perth Amboy, 301302.

88. This method seems to have been pursued in Virginia: see
Stats. at Large (Hening), viii, 114-118, for an act of October,
1765, establishing The Trustees of the Indian Factory of
Virginia. Cf. also Mass. Prov. Acts, iii, 6, 642, for method used
in that colony. Cf. infra, p. 96.

89, N. J. Arch., xvii, 219-223.

90. Letter VI.

91. East Jersey Recs. (MSS.), Deeds, Liber III, 22, 152;
Whitehead, East Jersey (ed. 1875), 255; Hatfield, Elizabethtown,
128-129.

92. Letters to Penn, 1685, 1687, in Pa. Mag. of Hist. and Biog.,
ix, 75 (1885), iv, 453 (1878).

93. This is cited as the first American business corporation in
editor's note, N. Y. Col. Recs., iii, 234, and Baldwin, Bus.
Corps., 259; but the fact of incorporation is not clear.
Apparently the only record of it in the Council Minutes, which
would regularly include mention of the wanting of a charter, is
the following entry under date of Jan. 10, 1674 (i.e., 1675):
    "Upon proposall of Settling a Fishery in these Parts; It is
resolved, That ye best way will be, to be by a Company, and ten
pound to be a share: And Subscriptions made between this present
tim... ye 2d day of february next to be admitted. Up... which day
a generall Meeting is to bee, of... ubscribers, to choose
Officers and Sett.... e all things relateing to the said. Fishery
a..." N. Y. Council Min., iii, pt. 11, 10. (The MS. was mutilated
in the Albany capitol fire. 1911.) Cf. also the articles of
association in N Y. Col. MSS., xxiv, 67 (Calendar. 34); and Van
Rensselaer, Hist. of the City of N. Y., ii, 219.

94. Mass. Col. Recs., ii, 61-62, 81 82, 103, 125-129, 185-186,
and index to later volumes; Mass. Hist. Soc. Proc., 2d series,
vii, 12-17 (1892); Mass. Hist. Soc. Colls., viii, 36-37; Nathan
M. Hawkes, in Mag. of Amer. Hist., xxii, 404-410 (1889); E. P.
Robinson, in Essex Inst. Hist. Colls., xviii, 241-254 (1881). The
colony act of 1645 has been called, erroneously, a "charter."

95. Mass. Col. Recs., iv, pt. i, 429.

96. J. R. Trumbull, History of Northampton... (Northampton,
1898), i, 359-369.

97. W. G. Whitely, in Pa. Mag. of Hist. and Biog., xi, 63, 190,
288 (1887); Andrews and Davenport, Guide, 118-119; Md. Laws
(Kilty), April, 1782, c. 44.

98. Rowland, Charles Carroll of Carrollton, i, 23, 64, 92, 143,
203, ii, 73-75, 100, 171.

99. William Nelson, in Pa. Mag. of Hist. and Biog., xxxv, 228-243
(1911); J. W. Miller, "The Iron State," in N. J. Hist. Soc.
Proc., 1st series, vii, 75-78 (1853). Cf. also J. F. Tuttle, in
N. J. Hist. Soc. Proc., 2d series, vi, 148-173 (1880); E. J.
Halsey, History of Morris County, chaps. 7-9; and Acrflius, New
Sweden, 164-170.

100. McMaster, History, i, 99; Trumbull, Hist. of Conn., ii,
chap. 2; N. H. Eglfston, in Mag. of Amer. Hist., xv, 321-334
(1886); Conn. Col. Recs., v, 104-105, 154, 455-458, vii, 339;
Talcott Papers, i, 357, ii, 185.

101. Va. Mag. of Hist. and Biog., vi, 13-18 (1898).

102. Nelson, "Josiah Hornblower," in N. J. Hist. Soc. Proc., 2d
Series, vii, 175-247 (1883); Acrelius, New Sweden, 170-171;
Gordon, Gazetteer of N. J., 10-11; Stephen Wickes, History of the
Oranges, 60; N. J. Arch., ix, 318-321; Session Laws, 1782, p. 77.

103. Andrews and Davenport, Guide, 184.

104. Mass. Col. Recs., ii, 137, iii, 48.

105. H. G. Jones, "Rittenhouse Paper Mill," in Pa. Mag. of Hist.
and Biog., xx, 315-333 (1896).

106. F. C. Angell, Annals of Centerdale. (Centerfalls, R. I.,
1909), 21.

107. Session Laws, 1773, pp. 76-78.

108. Bagnall, Textile Industries, 28-38.

109. Ibid., 52-54; Doc. Hist. of N. Y., iv, 344-345; Rutherfurd,
Family Records and Events, 117. Cf. Evans, Amer. Bibliog., iv,
145, No. 11008; John Adams, Life and Works, ii, 235 n, 252.

110. Bagnall, Textile Industries, 51; stock certificate dated
Feb. 19, 1766, printed in Pa. Mag. of Hist. and Biog., xii, 500
(1889). Cf. Coxe, View of the U. S., 18-19, and Evans, Amer.
Bibliog., iv, 31, No. 10134.

111. A. Mackraby to Sir Philip Francis, May 4, 1770, in Pa. Mag.
of Hist. and Biog., xi, 493-494 (1888); Pa. Stats. at Large, x,
474-475 (April 15, 1782).

112. Bagnall, Textile Industries, 63-72; Amer. Museum, v,
175-177, 265-267, 581-584 (1789); White, Samuel Slater, 48 n.

113. Eliason, Rise of Banking in U. S., 10-11. The statement here
made that this was "the first chartered bank in the colonies: is
misleading.

114. A. M. Davis, Mass. Bay Banking, chap. 7.

115. Thomas H. Montgomery, History of the Insurance Company of
North America... (Philadelphia, 1885), 23 24.

116. Table of those in Philadelphia, showing twelve established
before the Revolution (the Union first, in 1736), in Hazard,
Register of Pa., viii, 110. See J. W. Jordan, "The Fellowship
Fire Company of Philadelphia, organized 1738," in Pa. Mag. of
Hist. and Biog., xxvii, 472-481. For others in Lancaster and
Germantown, see ibid., iii, 469 (1879), xviii, 429-448 (1895).

117. For mention of two in Newport, see R. I. Imprints...
1727-1800 (Providence, 1915), 12-13. Evans (Amer. Bibliog., ii,
165, No. 3749) mentions as printed in 1734 the laws of the
society first incorporated, Sept. 30, 1717, " for mutual aid in
case it should please almighty God to permit the breaking out of
fire in Boston (where we live)." The word "incorporation" is here
loosely used.

118. Mass. Col. Recs., ii, 60, 138; A. M. Davis, Corps. in the
Colony, 195-197. Hazard, State Papers, ii, 19-20; Winthrop,
Journal, i, 231, 322-323.

119. Council Proc., 1717-18, in Va. Mag. of Hist. and Biog., iv,
364-376 (1897); Andrews and Davenport, Guide, 327.

120. Proud, Hist. of Pa., i, 432 433.

121. See supra, 91.

122. Washington, Works (Sparks), ii, App. VI, 478-483; Franklin,
Works (Sparks), iv, 302-373, esp. 336; Kate Mason Rowland, "The
Ohio Company," in William and Mary College Quarterly, i, 160-168
(1893). Mag. of Amer. Hist., vi, 298 (1881); Va. Mag. of Hist.
and Biog., xii, 1 59-163 (1904); Mrs Corra Bacon-Foster, Patomac
Route, 9, 12, 16.

123. For local companies, see Mead, Conn. as a Corporate Colony,
72-73, and Edward Channing, "The Narragansett Planters," in Johns
Hopkins Univ. Studies in Hist. and Pol. Sci., 4th series. ii, 109
127 (Baltimore, 1886).

124. See Tanner, Province of N. J., passim, and J. R. Stevenson,
in N. J. Hist. Soc. Proc., 3d series, vi, 129-136 (1909).

125. N. C. Col. Recs., i, 36-42, 57-59.

126. Pennypacker, Settlement of Germantown, chap. 2; Pa. Mag. of
Hist. and Biog., xv, 205-211 (1891), reprinting the articles of
agreement.

127. Andrews and Davenport, Guide, 167. Evans, Amer. Bibliog., i,
328, No. 2502 (arbitration proceedings, July 31, 1723); Council
Minutes, in Pa. Col. Recs., ii, 160.

128. Robert H. Gardiner, in Maine Hist. Soc. Colls., ii, 276,
287, 293.

129. Pa. Arch., 2d Series, xviii, esp. 13, 22, 32-33, 36-37, 45;
Conn. Col. Recs., x, 378; Trumbull, Hist. of Conn., ii, chap. 24.

130. Andrews and Davenport, Guide, 183.

131. W. F. Lewis, in Pa. Mag. of Hist. and Biog., xiv, 218-219
(1890). Shares were £1 each.

132. See Essay IV, chap. 3. Washington owned two of its
twenty-one shares and valued them in 1793 at about £5000.
Washington, Works (Ford), xiv, 300.

133. Pa. Stats. at Large, ii, 124-126, iv, 35-37.

134. Ibid., viii, 32-36, 56-58.

135. Essay IV, chaps. 3, 4. Cf. also Thomas Jefferson, Notes on
Virginia, Query XV: "The inhabitants of the county are... laid
off into precincts, to each of which they [the county courts]
allot a convenient portion of the public roads to be kept in
repair. Such bridges as may be built without the assistance of
artificers, they are to build. If the stream be such as to
require a bridge of regular workmanship, the court employs
workmen to build it, at the expense of the whole county. If it be
too great for the county, application is made to the general
assembly, who authorize individuals to build it, and to take a
fixed toll from all passengers, or give sanction to such other
proposition as to them appears reasonable."

136. L. B. Parsons, in his History of the Town of Rye, N. H.
(Concord, 1905), 73-74, tells of a toll bridge constructed by a
corporation in that town, in 1759. I have been unable to verify
the statement and doubt whether the builders were incorporated.

137. N. J. Arch., xvii, 396, 403-404, 409; N. J. Laws (Allinson),
276.

138. For the organization of this board, see N. J. Laws
(Allinson), 24; ibid. (Nevill), 32. It was utilized for a variety
of purposes, notably to hold to account officials or commissions
charged with building courthouses and gaols.

139. N. J. Laws (Allinson), June 28, 1776, p. 14.

140. N. J. Assembly Minutes, May 31, 1790, p. 29, Oct. 31, Nov.
5, 1805, pp. 392, 400, 1814-15, p. 196; N. J. Session Laws, Nov
24, 1790, pp. 685-692; Atkinson, History of Newark, 153. Some of
the trustees became stockholders in the Passaic and Hackensack
bridges near Newark. See Essay IV chap. 4.

141. See references in Baldwin, Priv. Corps., 271, and John Hood,
Index of Laws (N.J.), 1702-76; Crèvecoeur Letters from an
American Farmer, XI. The last writer speaks of them as
incorporated, and they are so indexed in the Pa. Stats. at Large;
but the acts show that they cannot be regarded as corporations.
Defoe describes the English forerunners of these organizations in
his Essay on Projects (1694), under the head of "Friendly
Societies."
    Baldwin remarks: "These were really public agencies, created
on account of the interest of the state in regulating the use of
the land and water shared in by many under separate titles." This
statement seems to me to convey an erroneous impression. The
"companies" were essentially private, voluntary associations;
they dealt only with their own members and with those with whom
they contracted to make or maintain the improvements agreed upon;
and they were accountable to no outside or public authority. They
differed in essentials from an irrigation or reclamation
commission appointed by the state to carry out comprehensive
plans for such improvements and cannot properly, it seems to me,
be regarded as more than private associations possessing certain
privileges of common action conferred by the legislature.

142. See esp. S., " Notes for a History of the Library Company of
Philadelphia," in Hazard, Register of Pa., xvi, 201-208 (1835).

143. Pa. Mag. of Hist. and Biog., xxiv, 488-489 (1910). Evans,
Amer. Bibliography, iii, 89, No. 7295. The Association Library
and the Amicable of the same city seem not to have been
incorporated, and both were likewise merged with the Library
Company of Philadelphia before 1775. Evans, Amer. Bibliography,
iv, 32, No. 10137; Hazard, Register of Pa., xvi, 204.

144. Session Laws, 63-67. A new charter of October, 1790, was
granted at the request of the corporation: R. I. Recs., x,
399-401. Cf. Mason, Reminiscences of Newport, 260-264.

145. S. C. Stats. at Large, viii, 107-110. Like most of the South
Carolina acts of incorporation, this was subject to royal
approval before going into effect.

146. N. J. Arch., xvii, 140-141, 379, 381; Evans Amer.
Bibliography, iii, 189, No. 8096.

147. Confirmatory act of 1782 in Stats. at Large, xi, 107. Cf.
Evans, Amer. Bibliography, iv, 59, No. 10350.

148. Charter confirmed by act of Feb. 18, 1789, in Laws (ed.
1887), iii, 59-60. Cf. Evans, Amer. Bibliog., iii, 205, No. 8217.

149. Mass. Prov. Acts, iii, 708-709, 744.

150. Ibid., v 179-180, 190-191; Laws of the Marine Society, at
Salem as..list of amended, and agreed upon, July 29, 1784 (Salem,
1784), giving complete members, 1766-83.

151. Ibid., v, 295-296.

152. N. Y Council Min., xxix, 365, 379 (Calendar, 547-548); Mag.
of Amer. Hist., vi, 231 (1881), referring to recent anniversary.

153. R. I. Records, x, 113, giving a renewal of the charter
(1785).

154. W. H. Bagley and O. O. Jones, History of the Marine Society
of Newburyport... (Newburyport, 1906), 1, 5, 18-19.

155. Pa. Stats. at Large, vii, 341-346; cf. ibid., x, 91-97. A
similar society "for the Relief of Distressed and Decayed Pilots,
their Widows and Children" was formed in 1788 and incorporated in
1789: ibid., 387-392.

156. Pa. Stats. at Large, xiii, 501-504.

157. S. C. Stats. at Large, viii, 124-125.

158. William Smith to Thomas Penn, May 14, 1767, in Pa. Mag. of
Hist. and Biog., xxxi, 453-455 (1907).

159. J. A. Stevens, Colonial Records of the New York Chamber of
Commerce, 1768-1784... (New York, 1867).

160. Baldwin, Bus. Corps., 265, counts this a business
corporation. It was of course an association of business men, but
in no other sense could it be called a business corporation.
Baldwin's doubts as to its American origin seem to be groundless,
and his question as to the validity of its charter, because it
was waled with the provincial seal, is answered by the fact that
all the charters granted by royal governors were sealed with the
provincial seal.

161. N. Y. Col. Recs., viii, 453.

162. Evans, Amer. Bibliog., v, 16, No. 13194, lists its "Rules,"
published MDCCLXXIV.

163. The first appears to have been chartered Feb. 1, 1741 -- a
Newport artillery company. See act of August, 1792 (Session Laws,
6-7), reviving; and Mason, Reminiscences of Newport, 283-288. D.
H. Greene, History of the Town of East Greenwich... 1677 to 1877
(Providence, 1877), chap. 14, gives the charter and narrates the
activities of the Kentish Guards (1774). See also Session Laws,
1744, p. 39, 1755, p. 63, 1756, p. 66, 1774, pp. 36-39, 94-107,
121-148. Cf. J. S. Popkin, in Mass. Hist. Soc. Proc., 2d Series,
i, 250-251 (1884), for mention of Massachusetts companies. The
so-called Ancient and Honourable Artillery Company of Boston,
formed 1637, applied for a charter of incorporation and is
sometimes called a corporation, but the legislative grant is not
equivalent to an act of incorporation. Cf. O. A. Roberts, History
of the Military Company... (Boston, 1895),esp.i, 9-11.


Chapter V

Conclusion

    The foregoing review of corporations in the American colonies
is not exhaustive. The opinious arrived at, particularly on such
matter as the status of the lesser corporate towns and the power
of incorporation in the charter colonies, are confessedly subject
to revision. Further investigation will bring to light other
corporations, probably even other types of corporations, than
those to which reference has been made. Nevertheless a few
general facts are clear from the study.
    The right to incorporate, though seldom explicitly delegated
to colonial proprietaries, governors, or assemblies, was
exercised by all of these without significant interference from
the crown, often with its sanction and encouragement; and even
where there is no express delegation of this power, a possible
legal sanction for the possession of it by all of these colonial
authorities is not difficult to argue except in the case of the
"charter colonies," where it was actually exercised with caution
till near the close of the colonial period.
    Most of the corporations active in America during the
colonial period originated and were chartered in America by the
authorities here. There were indeed a dozen or more which acted
here under charter obtained in England. One of these,
incorporated by proprietary charter on the eve of the departure
of the proprietor's expedition for the province, and thenceforth
almost wholly American, is hardly an exception to the general
rule. Three -- the missionary societies -- drew their chief
resources of funds and laborers from the British Isles and were
accordingly almost under the necessity of keeping their bases
there rather than in America. The majority of this dozen were
either the original colonizing undertakings or had to do with the
government of an established colony, and for such it was
obviously inevitable that the corporate privileges should be
obtained from the supreme fountain of authority. The only
significant exception to the rule of colonial incorporation for
colonial corporations is that of the College of William and Mary.
There seems to be no particular reason why it should have been
granted a royal charter when similar endeavors on behalf of
Harvard, Princeton, Bethesda, and Dartmouth failed; the outcome
must be attributed to an unusual concourse of generally favoring
circumstances.
    Charters were almost invariably granted on petition of the
parties interested. In North Carolina, however, Governor Dobbs
forced charters upon towns and counties which were more than
willing to get along without them; and in the case of certain
other towns, notably Charles City (Charleston, S. C.) and
Trenton, the charters were not desired by the majority of the
inhabitants.(1*)
    The corporations chartered, while few when judged by
twentieth century standards, were by no means negligible in
number; and they were, moreover, fairly representative. Public
and private corporations of various types are included in the
list. The business corporations, indeed, were for the most part
of a decidedly elementary type; but the others, whether public
(cities and towns, school and poor boards) or private
(ecclesiastical, educational, charitable, social), represent
classes of corporations as familiar and important in our day as
in colonial days; and while differences appear in details of
organization and administration, the purposes served and the
general way of sering them are not dissimilar.
    A few further observations are warranted by the facts which
the survey has disclosed.
    First as to the distribution of the corporations. Here we
sacrifice little in disregarding the corporations sole and the
corporations aggregate with English charters. The rest, by all
odds of chief importance, were scattered widely through the
colonies; Georgia alone seems to have had none. But the
distribution was far from uniform. Apparently no private
corporations were chartered in Maine, Delaware, Maryland, and
North Carolina, although each of these colonies contained at
least one municipal corporation, and Maryland led in the creation
of non-municipal public corporations. On the other hand (leaving
out of account the uncertain lesser towns), no public
corporations seem to have been erected in New England except the
short-lived city of Acomenticus, alias Gorgeana, alias York, and
the Boston Overseers of the Poor. Altogether the most prolific in
corporate charters were the middle colonies -- New York, New
Jersey, Pennsylvania, and perhaps Maryland; though toward the end
of the period Rhode Island and South Carolina issued numerous
charters for private undertakings.
    Secondly, the lack of uniformity in the distribution of the
corporations is paralleled by a marked diversity in methods of
incorporation. Every possible method was used in one or more
instances. The commonest method was by charter from the governor
with the approval of the council, in the royal colonies, and by
act of assembly elsewhere. Yet in Massachusetts and South
Carolina, after they became royal proinces, the method of
incorporation by act of assembly seems to have been universally
practised, while in Rhode Island it was not uncommon for
corporations to receive their formal charters directly from the
hands of the governor. There were certainly a few exceptions to
the rule in the royal colonies of New Jersey and Virginia, and in
Maryland while it was under royal control. In Pennsylvania
charters by the proprietary, by the governor, and by the assembly
seem to have been of roughly equal prominence. Furthermore, there
is one instance of the incorporation of a single corporation by
charters from three jurisdictions, and there are several cases of
the incorporation of several corporations by a single legislative
act. But no "general incorporation act" permitting "freedom of
incorporation" in accordance with its provisions was known in
America in the colonial days.
    Finally it will be noted that the colonial corporations,
while their history is virtually coextensive with the history of
the colonies themselves, increased rapidly in number in the last
two or three decades before the Revolution. This was true most
notably of the private corporations. Before 1745 only two
colleges had received charters of incorporation; between 1745 and
1776 seven charters were granted. Before 1745 there seem to have
been only five or six incorporated churches in New York and but
two in New Jersey. in the next three decades at least fifteen
more were chartered in each colony. All but one or two of the
colonial business corporations were chartered after 1760. The
various hospitals, library companies, marine societies, etc.,
which have been mentioned were all, apparently, incorporated
after 1750. The several charters of ecclesiastical corporations
for the relief of widows and children of the clergy were all
granted after 1759. It was the last ten years of this period,
moreover, in which the largest total of any decade was added.
    It would seem, therefore, that the development of
corporations in the colonies was a fairly normal one, not
appreciably hampered by crown interference or parliamentary
restrictions, and checked chiefly by the simplicity of social and
economic conditions and by stations of social and economic
traditions. The very diversity in practice regarding corporations
affords mute testimony to the truth of this conclusion, since it
reflects the diversity in intellectual and industrial conditions,
as well as in political organization, among the several colonies.
And the growth of corporations toward the end of the colonial era
is prophetic of the larger growth which was to take place in the
more mature post-Revolutionary days.

NOTES:

1. N. C. Col. Recs. v, 301-303, vi, 5-6, 57, 77, 226-229,
288-289, and supra, 70-71.