Articles of Voluntary Association.

counsel fees, profits or commissions received in or through said business during the month preceding, and that he will at the same time pay to A. B. one-half [or other share agreed on] of the gross amount thereof.

VI. Expenses shall be defrayed as follows: A. B. shall pay one-quarter of the rent, and of the expenses of lighting, heating and cleaning of office, and of salary of one clerk, as each grows due; and shall have the occupancy of one-quarter in value of the office, the part to be such as he shall select. All other expenses are to be defrayed by Y. Z.

VII. Appearances may be entered in the name of Y. Z. as attorney. VIII. The partnership hereby formed shall continue in force for year from the date of these articles; but A. B. may at any time withdraw upon giving one month's notice in writing.

IX. Upon any dissolution of the partnership hereby created, except one caused by the death or other incapacity to continue business of Y. Z., an account shall be stated of all sums theretofore earned in and by the professional business of the firm, whether the same be by the usage of the profession immediately chargeable and collectable from the clients of the firm or not; and said sums shall be, from time to time as opportunity arises, collected by said Y. Z.; and as fast as any of them be collected he shall pay over to A. B. or his representatives the same share thereof which he would have been bound to pay had they been collected during the partnership. But the general good-will of the business of the firm, and of the lease of any offices then occupied by them, shall enure to the benefit of and belong to Y. Z.

And the said A. B., in consideration of the premises, hereby covenants to and with the said Y. Z., that in case the terms and conditions of this agreement shall be fully performed by the said Y. Z. throughout the term above prescribed, he will not, without the consent in writing of Y. Z. first obtained, carry on the practice of law in said city [or, town] for five years from the expiration of said term, provided the said Y. Z. shall continue to practise law therein. [Signatures.]

1098. Articles of Voluntary Association, for Carrying On a Newspaper.

Articles of association made and entered into the the year one thousand eight hundred and

of the city of

and E. F., of the city of

day of

in

between A. B. and C. D.,

First. The said parties hereby form an association for the purpose of establishing and publishing a daily newspaper in the city of to be called "The New Courier," and a weekly newspaper from the same office, to be called "The New Weekly Courier," the first number whereof shall be issued on the day of or as soon thereafter as shall be practicable.

The name of the association shall be A. B. & Co., and the parties above named shall be the sole directors thereof, and shall have the management and direction of its affairs, according to the judgment of the majority, subject to these articles, until further articles in writing shall be made in the premises and signed by all the parties hereto.

Second. The business of the said association shall be conducted without incurring debt, except for salaries, rent and paper; and no promissory note

Articles of Voluntary Association.

or other obligation shall be made in the name of the association, or shall be binding on either of said parties, unless he shall have himself signed it.

Third. The said A. B. shall be the editor, and shall have the entire control of the editorial department of both said newspapers; and may, in his discretion, employ such assistants and correspondents in such department as may be necessary, and at such rates of compensation as shall be fixed by the directors. The said A. B. shall give all needful attention to the conduct of said newspaper, and shall be entitled to receive for his services as editor an annual salary of dollars, payable quarterly, which shall be

paid as part of the expenses of said newspaper.

Fourth. The financial and mechanical business of the said newspaper shall be managed by said C. D. and E. F.; and they shall give all needful attention to the same. They shall have charge of the publication and printing offices, and receive and disburse all moneys, and employ such mechanics and clerks and carriers, and other business agents, as may be necessary, at such rates of compensation as shall be fixed by the directors.

They shall keep full and accurate books of account of the receipts and disbursements, and of all the business of the association, and of the resolutions and orders of the directors; and the same shall be the property of the association, and shall be open at all times to the examination of the directors and each of them.

Fifth. The said C. D. and E. F. shall each contribute in cash the sum of dollars, being dollars in all, as a cash capital to establish and

continue said newspapers.

The said newspapers and the good-will thereof, and all the other goods and chattels, rights, credit and property of said association, as they shall from time to time exist, shall be divided into, and shall always consist of, one hundred equal shares, to be called capital stock, of which said A. B. shall receive, as an equivalent for his editorial ability, shares; and

said C. D. and E. F. each shares, as an equivalent for their capital and business ability; and they shall all receive for the same stock certificates or scrip, signed by all the parties hereto; and all the profits of said paper shall be divided between said partners in the proportion. of the stock aforesaid; and if the said sum of dollars cash shall prove insufficient to establish said newspaper in easy circumstances, then the said A. B., C. D. and E. F. shall, in proportion to their said shares, contribute such additional sum as may, by the resolution of said directors, be determined to be necessary to the purpose; and if any shall fail so to contribute, then those contributing to such additional sums over and above said dollars shall thereafter be entitled to receive an increased share of the profits-that is to say, in proportion to their original shares, with the addition of such additional contributions.

The profits shall be ascertained and divided on the first day of

and

in each year, or at such other times as may be fixed by the direc

tors. Sixth. Each of the parties hereto shall have the right to sell any portion of his shares of said stock; but before selling the same to any other person, he shall offer the same to the association, giving them the refusal

thereof for

Special Provisions for Articles.

days. But no sale of any such shares shall give to any purchaser thereof any right to interfere in the conduct, management or affairs of said newspapers, or either of them; and no such purchaser shall acquire any interest whatever in the profits of said papers till he shall have received a certificate or scrip for his said shares, signed by all the parties hereto, and duly registered in a book kept for that purpose; which scrip shall always express from whom the said shares were purchased, and shall certify that the holder of said scrip takes the same with notice of and subject to the articles of association between the parties hereto, and is entitled to participate in proportion to his shares only in that portion of the profits which may be assigned to the party so selling to such purchaser, and shall not be entitled to any voice or agency whatever in the conduct, control, management or affairs of said company or of said newspapers.

Seventh. These articles may be altered at any time, by agreement in writing, to be signed by all the parties hereto, and not otherwise.

IN WITNESS WHEREOF, the parties to these presents have hereunto set their hands and seals, the day and year first above written. [Signatures.]

In presence of

[Signature of witness.]

1099. Limit of Amount to be Drawn Out by Partners.

"Each of the parties may draw from the cash of the joint stock, the sum of dollars quarterly, to his own use, the same to be charged in account, and neither of them shall take any further sum for his own separate use, without the consent of the other in writing; and any such further sum, taken with such consent, shall draw interest at the rate of and shall be payable, together with the interest due, within notice in writing given by the other party.

1100. Another Form.

per cent., days after

Neither party shall withdraw from the joint stock, at any time, more than his share of the profits of the business then earned, after payment of expenses and losses, nor shall either party be entitled to interest on his share of the capital; but if, at the expiration of the year, a balance of profits be found due to either partner, he shall be at liberty to withdraw the said balance, or he may leave it in the business, if the other partner consent thereto, in which case he shall be allowed interest on such balance at the rate of per cent.; and shall give notice in writing of intention

to withdraw it, before he shall withdraw it.

1101. Provision for Increase of Capital.

dollars, which sum of

Neither party shall draw out any part of the profits of the concern, without the consent in writing of the other parties, until the capital exceeds the sum of dollars shall be set apart during the term of the said copartnership as a joint capital for the purposes of the said concern; but when the capital shall exceed the said sum of dollars, then either party may draw out the whole or any part of his share of the profits over and above that capital.

Special Provisions for Articles.

1102. Provisions as to Departments of Service.

The said Y. Z. shall devote and give all his time and attention to the business of the said firm as a salesman, and generally to the care and superintendence of the store; and the said A. B. shall devote so much of his time as may be requisite in advising, overseeing, and directing the purchase and importation of goods necessary to the said business.

1103. Restriction on the Power of Majority.

No purchase or other contract, involving a liability of more than dollars, nor any importation from abroad shall be made, nor any transaction out of the usual course of the retail business, shall be undertaken by either of the partners, without the previous consent and approval of the other partner.

1104. Provision as to Liquidation by Sale at Auction.

Upon the expiration of the aforesaid term, or on the earlier dissolution of this copartnership, if the parties or their legal representatives cannot agree on the division of the assets and the apportionment of the liabilities, and do not refer the same to arbitration, the whole copartnership effects [except the debts due to the firm], shall be sold by public auction, at which each of the parties shall be at liberty to bid and purchase like other persons, and the proceeds shall be divided, after payment of the debts of the firm, in the proportions aforesaid.

1105. Stipulation to Refer Disputes to Arbitration.(m)

If at any time hereafter, and before the accounts between the parties concerning the said partnership shall be finally settled and closed, any dispute or difference shall arise between them the parties, or any two of them, concerning the true construction of any thing in these presents, or any accounts to be stated or settled in pursuance hereof, or the valuation of the assets, or any thing relating to the partnership, or the concerns thereof, or out of the acts or omissions of either party to this agreement, then and so often as the same shall happen, all such matters in difference shall be sub-. mitted and referred to the award and determination of three arbitrators, to be chosen, one by each of the parties to this agreement, and the third arbitrator shall be chosen by the two chosen by the parties to this agreement, and the decision and award of any two of the three arbitrators [in writing] shall be binding and final between the parties to this agreement, and binding on them, and shall be carried out and performed by them.(n)

(n) For fuller provisions as to choosing umpire, and as to the time within which an award must be made, see the chapter

(m) This provision is a very useful one,. as the equity of it will generally enable the parties to come to a settlement accordingly, although it is not specifically en- on ARBITRATION. forceable in the courts.

Special Provisions in Articles.

1106. Provision for Offer to Buy or Sell.(0)

On the dissolution of the said copartnership, either party may make, in writing, an offer to the other of the price at which he will buy the interest of the other, or sell to the other his own interest; and such other party shall thereupon, within days, signify his election whether he will buy or sell at that price; and if he fails to do so by notice, in writing, within that .time, the party making such offer may, within days, buy or sell at his own election according to his offer.

1107. Provision for Dissolution on Notice.

In case of the violation of any of the foregoing covenants and obligations by either of the parties hereto, the other party may, at his option, dissolve this copartnership by giving the parties written notice of his election so to do, within days after being informed of such violation. After the expiration of the first years of said copartnership, either party may at his election dissolve the partnership, by giving months' previous notice in writing, of his intention so to do.

1108. Provision that After a Dissolution, the Retiring Partner Shall Not Carry On the Trade, or Disclose Secrets.

miles from

Upon and after the expiration of the said term, or other sooner termination of the partnership, except it be terminated by reason of the violation, default or death of the other party, the partner retiring shall not at any time, either alone, or jointly with, or as agent for any person either directly or indirectly, set up, exercise or carry on the said trade or business of within aforesaid; and shall not set up, make or encourage any opposition to the said trade or business hereafter to be carried on by the other party or his representatives or assigns, nor do any thing to the prejudice thereof; and shall not divulge to any person any of the secrets, accounts or transactions of, or relating to the said copartnership. And for any violation of this stipulation, the parties bind themselves to each other in the sum of dollars to be deemed liquidated damages, and in total extinction of this covenant, and not in the nature of a penalty. .

1109. Agreement to Continue the Partnership; to be Indorsed on Articles.

WHEREAS the partnership evidenced by the within articles of agreement has this day expired by the limitations contained herein [or, will expire on the day of next], it is hereby agreed that the same shall be continued on the same terms, and with all the provisions and restrictions therein

(0) Such a provision as this affords a affairs, where the shares are exactly devery convenient mode of liquidating the fined.