a corporation sole); 1811, Brunswick v. Dunning, 7 Mass. 445-7, (Same); 1889, Archbishop v. Shipman, 79 Cal. 288, (Roman Catholic bishop holding church lands is a corporation sole); 1875, Westcott v. Fargo, 61 N. Y. 542, (President and treasurer of a joint stock company for purposes of suits under statutes are substantially corporations sole).

1. Officers. What were formerly classed as corporations sole in the old digests with us are now usually classed as officers, and found under that title in digests.

The King of England (Co. Lit. 43, 1 Bl. Com. 469, 1 Kyd 20), the chamberlain of the city of London for purpose of taking certain bonds to himself and successors (Fulwood's Case, 4 Coke 64; Cro. Eliz., 464); minister of a parish seized of its freehold (Pawlet v. Clark, 9 Cranch, U. S. 292); the governor of the state (The Governor v. Allen, 8 Humph. (27 Tenn.) 176, infra, p. 270); and certain county officers, in taking bonds, recognizances, etc. (Kinney v. Sanders, 3 Ired. (N. C. ) 360; McDowell v. Hemphill, 60 N. C (1 Winst. Law) 96, have been held to be corporations sole. In Louisville Banking Co. v. Eisenman, 94 Ky. 83, 42 Am. St. Rep. 335, it is said there is no such being as a sole corporation in this state, and none such allowed to be created by the statute. This was said concerning a corporation in which one member had become the owner of all the shares, and in some measure misconceived the difference between a corporation sole and a corporation aggregate, the latter being one in which there is the capacity of having more than one member at a time, and the former one in which there is the capacity of having only one member at a time.

2. One man companies. In corporations with shares of stock, one man may become the owner of all the shares of stock, but this does not convert the corporation into a corporation sole, for there is yet the capacity to sell shares by the owner, and bring in other members. For most purposes, as Mr. Cook says (§ 709), "the existence, relations and business methods of the corporation continue." But in Maryland and Kentucky it is held that the corporate existence or franchise is suspended while one owns all the stock to the extent that the corporate property becomes liable for the debts of the sole owner in the same way as his own; but on the other hand, the sole owner does not become individually liable for debts created for the corporation and in its name. (Swift v. Smith, 65 Md. 428, 57 Am. Rep. 336; Louisville Banking Co. v. Eisenman, 94 Ky. 83, 42 Am. St. Rep. 335, 19 L. Rep. A. 684.) But such distinction has not usually been made. See 1897, Salomon v. Salomon, etc., L. R. App. Cas. 22; 1897, Harrington v. Connor, 51 Neb. 214, 70 N. W. Rep. 911; 1897, Randall v. Dudley, 111 Mich. 437, 69 N. W. Rep. 729; 1896, Parker v. Bethel Hotel Co., 96 Tenn. 252, 31 L. R. A. 706; 1896, National Water-Works Co. v. Kansas City, 78 Fed. Rep. 428; 1895, Bank v. Macon Construction Co., 97 Ga. 1; 1892, Union Pacific R. v. Chicago, etc., R., 51 Fed. Rep. 309; 1891, Humphreys v. McKissock, 140 U. S. 304; 1889, Farmers, etc., Trust Co. v. Chicago, P. & S. R. Co., 39 Fed. Rep. 143; 1886, England v. Dearborn, 141 Mass. 590; 1884, Button v. Hoffman, 61 Wis. 20, 50 Am. Rep. 131.

See note, pp. 889, 890.

Sec. 38. Same. (b) As to purpose, corporations are: (1) Ecclesiastical, or religious.

(2) Lay, which are (a) Eleemosynary, or (b) Civil.

HARDIN v. TRUSTEES OF SECOND BAPTIST CHURCH.

1883. IN THE SUPREME COURT OF MICHIGAN, 51 Mich. Reports, pp. 137-139, 47 Am. Rep. 555

Error to Wayne. (Jennison, J.) June 13. June 22.

COOLEY, J. The preliminary objection to the maintenance of this action is so unmistakably fatal that there can be no occasion or excuse for considering any other.

The plaintiff, who, previous to February 2, 1881, was a member in good standing of the Second Baptist Church of Detroit, brings suit against the defendant to recover damages for having been on that day unwarrantably and without trial upon charges expelled from membership. The suit is against the corporate body known in law as "The Trustees of the Second Baptist Church of Detroit," and which was organized by voluntary association under authority conferred by the Revised Statutes of 1838. The provision contained in that code is substantially the same which has always existed in this state, and which is simple and easily understood. Persons desirous of forming themselves into a religious society sign articles of association for the purpose, agree upon a name, elect trustees and put their articles on record when duly perfected. They thereby become a corporation by the name agreed upon, and may take, hold and convey property and exercise the ordinary functions of corporate bodies. The associates are not necessarily professors of any particular belief or faith, or members of any church; and corporate succession is kept up by conferring the privileges of corporators on all who regularly attend worship in the society and contribute to its support. And the trustees who are to manage the temporal affairs of the corporation may or may not be church members.

Connected with the corporation the statute contemplates that there will be a church, though possibly this may not be essential. In this case there is one. The church has its members, who are supposed to hold certain beliefs and subscribe some covenant with each other, if such is the usage of the denomination to which the church is attached. The church is not incorporated, and has nothing whatever to do with the temporalities. It does not control the property or the trustees; it can receive nobody into the society and can expel nobody from it: On the other hand, the corporation has nothing to do with the church, except as it provides for the church wants. It can not alter the church faith or covenant; it can not receive members; it can not expel members; it can not prevent the church receiving or

expelling whomsoever that body shall see fit to receive or expel. This concise statement is amply sufficient to show that this suit has no foundation. The corporation is sued for a tort which it neither committed nor had any power to prevent, and which has occurred in a proceeding where the interference of the corporation would have been an impertinence.

But it is said that the church is an integral part of the corporation, or rather, that it is the corporation in its spiritual capacity. Its being an integral part of the corporation proves nothing. Counties, towns and school districts are integral parts of the state, but the state is not for that reason liable for their torts. And as to spiritual capacity, the corporation has none; it is given capacity in respect to temporalities only. If the corporation had assumed to expel this plaintiff from the church, she might treat its action with contempt. But as she makes no complaint of wrongful corporate action, we must assume that the corporation has never invaded her rights. If the church has done so, the church alone is culprit.

The distinction between church and corporation in these cases is sufficiently explained in the following authorities: Baptist Church v. Witherell, 3 Paige 296, s. c. 24 Am. Dec. 223; Lawyer v. Cipperly, 7 Paige 281; Robertson v. Bullions, 11 N. Y. 243; Bellport v. Tooker, 29 Barb. 256, and 21 N. Y. 267; Burrel v. Associate Reformed Church, 44 Barb. 282; Miller v. Gable, 2 Denio 492; Ferraria v. Vasconcellos, 31 Ill. 25; Calkins v. Cheney, 92 Ill. 463; Keyser v. Stansifer, 6 Ohio 363; Shannon v. Frost, 3 B. Mon. 253; German, etc., Cong. v. Pressler, 17 La. Ann. 127; O'Hara v. Stack, 90 Pa. St. 477; Sohier v. Trinity Church, 109 Mass. 1; Walrath v. Campbell, 28 Mich. 111. See, also, Hale v. Everett, 53 N. H. 9.

The judgment must be affirmed with costs.
The other justices concurred.

Note. 1765, Rex v. Chancellor of Cambridge, 3 Burr. 1656, s. c. 1 W. Black. 550; 1815, Pawlet v. Clark, 9 Cranch 292; 1868, Hale v. Everett, 53 N. H. 9, 16 Am. Rép. 82; 1883, Sale v. First Regular Baptist Church, etc., 62 Iowa 26, 49 Am. Rep. 136; 1883, Landis v. Campbell, 79 Mo. 433, 49 Am. Rep. 239; 1890, Lilly v. Tobbein, 103 Mo. 477, 23 Am. St. Rep. 887; 1895, Russie v. Brazzell, 128 Mo. 93, 49 Am. St. Rep. 542; 1832, First Baptist Church v. Witherell, 3 Paige Ch. (N. Y.) 296, 24 Am. Dec. 223; 1890, Connelly v. Masonic, etc., Association, 58 Conn. 552, 18 Am. St. Rep. 296; 1894, Reorganized Church of Jesus Christ of Latter Day Saints v. Church of Christ, 60 Fed. Rep. 937, 45 Am. & Eng. Corp. Cas. 529; 1894, Auracher v. Yerger, 90 Iowa 558, 45 Am. & Eng. Corp. Cas. 554; 1883, White Lick Quarterly Meeting, etc., v. White Lick Quarterly Meeting, etc., 89 Ind. 136, 4 Am. & Eng. Corp. Cas. 87; 1894, Buettner v. Frazer, 100 Mich. 179, 58 N. W. Rep. 834; 1891, Winnepesaukee Camp Meeting Ass'n v. Gordon, 67 N. H. 98, 45 Am. & Eng. Corp. Cas. 576; 1883, Whitecar v. Michenor, 37 N. J. Eq. 6, 1 Am. & Eng. Corp. Cas. 258; 1888, Liggett v. Ladd, 17 Ore. 89, 27 Am. & Eng. Corp. Cas. 406.

Sec. 39. Same.

ROBERTSON ET AL. v. BULLIONS ET AL.1

1850. IN THE Supreme Court OF NEW YORK. 9 Barbour (N. Y.) Rep., pp. 64-150.

[In equity. Appeal from the vice-chancellor. In 1754 "the Associate Presbytery of Pennsylvania," subordinate to the Associate Synod of Scotland, was organized out of the American congregations of the Associate Church. In 1785, a church known as the Associate Congregation of Cambridge, N. Y., adhering to the Associate Presbytery of Pennsylvania, was formed. In 1802, connection with Scotland was dissolved, and the Pennsylvania Presbytery was terminated by being divided into four presbyteries, one being called the Associate Presbytery of Cambridge, and a synod called "Associate Synod of North America," organized. Local churches were called congregations. In 1826 the Cambridge Associate Congregation became incorporated. In 1786 certain land was conveyed by F. to seven persons designated as trustees of the Associate Congregation of Cambridge, "adhering to the Associate Presbytery of Pennsylvania," and to their successors forever. F.'s wife failing to join in the conveyance of 1786, in 1810 a new deed was made to fourteen persons (three being the same as formerly) described as trustees of the same congregation, "adhering to the principles of the Associate Synod of North America, and now under the inspection of the Associate Presbytery of Cambridge, belonging to the said synod, and whereof the Rev. Alexander Bullions is the present pastor," for the use and in trust for those who then were or should thereafter be in full communion, and should compose the said Associate Congregation.

In 1786, a church was built on this property, and in 1833, a new one. In 1808, Dr. Bullions was called as pastor "by the elders and other members of the Associate Congregation of Cambridge, in full communion, as professed by the Associate Presbytery of Cambridge, as subordinate to the Associate Synod of North America." And Dr. Bullions on ordination promised to submit himself to the admonition of the Cambridge Presbytery. In 1838, he was deposed and excommunicated by this Presbytery; its action was affirmed by the Synod of North America, the pastorate declared vacant, and other pastors sent by the Synod to preach temporarily, but a majority of trustees refused to allow them to preach, but permitted Dr. Bullions to continue. The bill prayed that the offending trustees be required to allow a clergyman in good standing to preach, that they be enjoined from using the church or its funds in support of any other, be required to account for all money so expended, that they be removed, and Dr. Bullions restrained from acting as minister. The answer alleged that the greater part of the subscriptions by which the new church was built was con

1 Statement of facts condensed. Arguments and much of the opinion omitted. Dissenting opinion of CADY, J., omitted. See decision of court of appeals, affirming the decree rendered by the supreme court, 11 N. Y. 243.

tributed by supporters of Dr. Bullions, of whom there were 340, including 221 communicants, all the elders and all the trustees at that time, while the complainants were only 75 persons including 60 communicants; that Dr. Bullions had been wrongfully deposed by the Presbytery, which was illegally constituted, and that neither he nor his supporters had departed from the principles of the Associate church. The vice-chancellor held that the property was vested in the trustees for the use of the congregation, in accordance with the discipline and government of the Associate church of North America, which did not allow excommunicated preachers to act as minister, and the appropriation of the property for such use would be enjoined. Also that the trustees be removed, and new ones be elected by those who adhered to the Associate Presbytery of Cambridge, including those who statedly worshiped with them; also that there be an accounting for the use of the property.

The statute under which the corporation was formed provided: "That it shall be lawful for the male persons of full age, belonging to any church, congregation, or religious society, now or hereafter to be established in this state, and not already incorporated, to assemble at the church, meeting-house, or other place where they statedly attend for divine worship, and by plurality of voices, to elect any number of discreet persons of their church, congregation or society, not less than three nor exceeding nine in number, as trustees, to take charge of the estate and property belonging thereto, and to transact all affairs relative to the temporalities thereof; and that at such election every male person of full age, who has statedly worshiped with such church, congregation or society, and has formerly been considered as belonging thereto, shall be entitled to vote; and the said election shall be conducted as follows: the minister of such church, congregation or society, or in case of his death or absence, one of the elders or deacons, church wardens or vestrymen thereof, and for want of such officers, any other person being a member or a stated hearer in such church, congregation or society, shall publicly notify the congregation of the time when, and place where, the said election shall be held, at least fifteen days before the day of election; that the said notification shall be given for two successive Sabbaths, or days on which said church, congregation or society, shall statedly meet for public worship, preceding the day of election; that on the day of said election, two of the elders or church wardens, and if there be no such officers, then two of the members of the said church, congregation or society, to be nominated by a majority of members present, shall preside at such election, receive the votes of the electors, be the judges of the qualifications of such electors, and the officers to return the names of the persons who by plurality of voices shall be elected to serve as trustees for the said church, congregation or society, and the said returning officers shall immediately thereafter certify under their hands and seals the names of the persons elected to serve as trustees for such church, congregation or society, in which certificate the name or title by which the said trustees and their successors shall forever