Table of Contents

TITLE X - OF COMMUNITIES OR CORPORATIONS

 

CHAPTER I - OF THE NATURE OF COMMUNITIES OR CORPORATIONS, OF THEIR USE AND KIND

Art. 1. By community or corporation is meant the assembly of several persons united in one body organised conformably to law, or with the permission of the legislature.

Art. 2. According to this definition, communities or corporations are composed of persons either of the same or of different orders, with the exception however that no corporation comprehends persons of all the orders.
Thus the inhabitants of a city, of a borough, of a village taken collectively and considered with respect to their common interests, form a community of inhabitants; but a whole nation cannot be included under this name, nor indeed the inhabitants of a province, because the collection of all the individuals includes all the orders of the nation or of the province, and what concerns the public good, whether in the conduct of individuals, or in that of communities or corporations; whilst these last are confined to some species of particular advantage; and every one of them is distinguished from the other individuals and bodies of the same place.

Art. 3. The use of communities or corporations is to contribute by the union and assistance of several persons, to the promotion of some public advantage, although they be at the same time established for the common good of those who are members of the said corporation.
Thus the first rule of their policy is, that they are advantageous and useful to the state by which they are established, and that they be established only by the order, or with the leave of the legislature.
Without this order or permission they cannot be considered otherwise than as private societies, which do not enjoy the full extent of the advantages which are by law, granted to political bodies.

Art. 4. Communities or corporations are of two principal kinds; the ecclesiastical and the lay corporations, and this distinction results as well from the quality of the persons who generally compose these kinds of communities or corporations, as from the difference of the object of their establishment.

Art. 5. Ecclesiastical communities or corporations are those whose establishment relates only to religion, such are the congregations of the different religious persuasions; lay communities or corporations are those which relate to temporal police.
Such are the corporations of the cities, the companies for the advancement of commerce and agriculture, literary societies, colleges or universities founded for the instruction of youth and the like.

 

CHAPTER II - OF THE RIGHTS AND PRIVILEGES OF COMMUNITIES OR CORPORATIONS AND OF THEIR INCAPACITIES

Art. 6. Communities or corporations must not only be authorised by the legislature, but a name must be given to them; and it is in that name they must sue or be sued, and do all their legal acts, although a slight alteration in this name be not important.

Art. 7. Communities legally established are substituted for persons, and their union which renders common to all those who compose them, their interests, their rights and their previliges, is the reason why they are considered as one single whole.
Hence it follows that they may possess an estate, and have a common treasury for the purpose of depositing their money; that they are capable of receiving legacies and donations; that they may make valid contracts, obligate others, and obligate themselves towards others; exercise the rights which belong to them, manage their own affairs, appear in courts of justice and indeed enact statutes and regulations for their own government, provided said statutes and regulations be not contrary to the laws of the political society of which they are members.

Art. 8. As communities or corporations are established for a public good whose cause never ceases, they are by their nature perpetual, and for this they are always the same; without the body being in any wise altered by the change of all the persons who compose such communities.
Thus in case a community or corporation shall be reduced to a single person, this person shall represent the community and shall exercise all rights with which he is invested until other persons shall be appointed to fill up the vacant places; and it is this which distinguishes communities or corporations from partnership, which is a kind of community between several persons, but only for a time.

Art. 9. Hence originates the right of perpetual succession which is equally of the nature of communities or corporations, and by which they transmit forever to their successors or assigns, their rights and previleges as well as the estate which they may possess.
The right of electing other members in the place of those who have retired from the corporation, is a consequence from the same principle.
This right is impliedly attached to the constitution of every community or corporation regularly established.

Art. 10. Communities or corporations are intellectual beings different and distinct from all the persons who compose them.

Art. 11. The estate and rights of a community or corporation belong so completely to the body, that none of the individuals who compose it has any right of ownership in them, nor can dispose of any part of them.
In this respect the thing belonging to a body, is very different from a thing which is common to several individuals, as respects the share which every one has in the partnership which exists between them.

Art. 12. According to the above rule, what is due to a corporation, is not due to any of the individuals who compose it, and vice versa.
A creditor of a corporation cannot of course, compel any of the members thereof, to pay what may be due to him by the said corporation, he can demand his payment of the corporation only, through their president, syndic or attorney in fact; and he can seize no other effects but such as belong to the said corporation, provided the debt has been contracted by the corporation, through their president, syndic or attorney in fact, for if all the individuals who compose the corporation have signed the deed personally, every one of them may be compelled to make payment, either for his individual portion or in solidum, when it has been stipulated expressly that the debt was contracted in solidum.

Art. 13. From the circumstance that a corporation is an intellectual being, it follows that they cannot personally transact all that they have a right legally to do, as has been above observed, wherefore it becomes necessary for every corporation to appoint some of their members to whom they may entrust the direction and care of their affairs, under the name of mayor, president, syndics, directors, or others, according to the statutes and qualities of such corporations.

Art. 14. The attornies in fact or officers thus appointed by communities or corporations for the direction and care of their affairs, have their respective duties pointed out by their nomination, and exercise them according to the general regulations and particular statutes of the community or corporation of which they are the heads.
These attornies or officers by contracting, bind the communities to which they belong in such things as do not exceed the limits of the administration which is entrusted to them.
Their act is supposed to be the act of the corporation and it is at their domicil that the citations and petitions which any one has to present against the corporation, are to be left.
If the powers of said attornies or officers have not been expressly determined, they are regulated in the same manner as those of other mandataries.

Art. 15. Communities or corporations being intellectual persons they are subject to various kinds of incapacities some of which are inherent to their nature, others are established by law.

Art. 16. A community or corporation cannot be administrator, guardian or testamentary executor, nor fulfil any other office of personal trust. A community cannot be attorney in fact, nor detain an estate for the use of another, for such a trust is foreign to the institution of a community. A community cannot be put in jail, for its existence being ideal, nobody can arrest or confine it.

Art. 17. In the same manner, a community or corporation cannot bring an action for assault and battery or for other like injuries; for a corporation can neither beat nor be beaten in its political capacity.

Art. 18. A corporation cannot commit the crime of treason or any other crime or offence in its political capacity, although its members may be guilty of those crimes in their individual and respective capacities.

Art. 19. In communities and corporations the act of the majority is considered as the act of the whole.

Art. 20. The statutes and regulations which communities and corporations enact for their police and discipline, are obligatory upon all their respective members who are bound to obey them, provided said statutes contain nothing contrary to the laws, to public liberty, or to the interest of others.
Statutes acquire the force of laws, if they have been approved or enforced by an act of the legislature which has a right to restrict or limit said approbation, as they may deem it convenient.

Art. 21. Communities or corporations unauthorised by law or by an act of the legislature, enjoy no public character and cannot appear in a court of justice, but in the individual name of all the members who compose it, and not as a political body. Although these communities or corporations may acquire and possess estates, and have common interests as well as all other private societies.

 

CHAPTER III - OF THE DISSOLUTION OF COMMUNITIES OR CORPORATIONS

Art. 22. A community or corporation legally established may be dissolved:
1. By an act of the legislature, if they deem it necessary or convenient to the public interest in all cases in which the existence of said corporation is not warranted by treaties;
2. By the forfeiture of their charter when the community or corporation abuses their privileges, or refuses to accomplish the conditions on which such priviliges were granted, in which case the corporation becomes null and void, by the effect of the violation of the conditions of the act of incorporation.




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