296 HARVARD LAW REVIEW. A decree was made granting the prayer of the bill; three Judges concurring and one dissenting. These notes are published at the request of the Professor having charge of the Department of Corporations at the Harvard Law School. — Editors.] THE Northern Railroad is the name of "a collection of many individuals, united into one body," with certain rights and duties.^ A private business corporation is " an association formed by the agreement of its shareholders," and its existence " as an entity, independently of its members, is a fiction." It is " essen- tial to bear in mind distinctly that the rights and duties of an in- corporated association are, in reality, the rights and duties of the persons who compose it, and not of an imaginary being." ^ " The statement that a corporation is an artificial person, or entity, apart from its members, is merely a description, in figurative language, of a corporation viewed as a collective body : a corpo- ration is really an association of persons."^ . . . By the first section of the Northern Railroad charter ^ it is enacted " That Timothy Kenrick " and twenty other persons, " their associates, successors, and assigns, shall be and hereby are made a body politic and corporate by the name of the North- ern Railroad." Here is no evidence of an attempt to intro- duce a mystery, or to create a fictitious being, to whom the State can give neither body nor mind. The stockholders are the corporation. They have the entire equitable title and beneficial interest of the property by them put in the corporate trust ; and they are the corporate trustee in whom is vested the legal title. All of them, assembled at their annual meeting, choosing their seven directors by ballot, and exercising their stockholding rights in any other legal act, would be the visible body, and the acting mental and moral faculty, whose partnership name is the Northern Railroad. They are made a body, not by the Legislature, but by their own several acts of becoming stockholders and joint princi- pals. Under the common law, without a charter, they can form a partnership body by becoming stockholders and joint principals in the business of a stage-coach common carrier between Concord and Lebanon. Under general law, without a special act of incorpora- tion, if a majority of them are inhabitants of this .State they can make themselves a railroad corporation.^ " May associate them- 1 Kyd, Corporations, 13. * Laws, 1844, ch. 190. 2 Morawetz, Corporations, Preface. ^ Laws, 18S3, ch. 100.
- Morawetz, § 227.
