other in proportion to the total share of the profits, including profits of both divisions to which they are entitled. 5. Each partner shall be entitled to draw through the year Three hundred and fifty Dollars on the last day of each month on his personal account and no more, and shall be entitled to withdraw this sum so long as this agreement shall continue whether or not the business shows a profit. 6. On the death of any partner the surviving partners shall exhibit a statement of accounts as of the date of the deceased partner's death to the legal representative of the deceased as soon as practicable, but shall not be compelled to make any payment or an accounting for a period of eighteen months from such decease. The surviving partners may, however, at any time pay to such legal representative all or any part of the deceased partner's share. So long as any of the capital of the deceased partner shall remain in the business his legal representative shall be entitled to profits of the second division in proportion to the deceased partner's capital remaining in the business. 7. Representatives of a deceased partner shall not be entitled to any compensation or accounting for good-will, but surviving partners shall be entitled to the benefit of all the good-will of the business as of their own right. Surviving partners shall have a right, subiect to and in accordance with the laws of the State of New York without compensation, to continue the name of a deceased partner as part of a firm name. 8. It is agreed by and between the parties hereto that there shall be kept at all times during the continuance of this agreement at the office of the partnership perfect, just and true books of account wherein the partners shall enter and set down the capital contributed and withdrawn, all money by them received, paid, laid out and expended in and about the business of the partnership, goods, wares and merchandise by them or any of them bought or sold, either for the account of the partnership or on consignment or commission, and all other matters and things whatsoever to the business and the management thereof in any wise belonging. Said books shall be used in common among the said partners, so that any of them may have access thereto without any interruption or hindrance of any other. 9. The partners once each year, as of the thirty-first of December, and as soon thereafter as reasonably practicable, shall make, yield and render each to the other a true, just and perfect inventory and account of all profits and increases by them or any of them made and of all losses by them or any of them sustained; and also all payments, receipts, disbursements, and all other things by them made, received, disbursed, acted, done or suffered in the partnership and business. When this account is made they shall and will clear, adjust, pay and deliver, each to the other, at the time, their just share of the profits, and pay and bear their just share of the expenses and losses so made as aforesaid. Further at the request of any partner such an accounting shall be made as of the thirty-first day of any March (March 31st) or the thirtieth day of June or September during the continuance of the partnership hereunder, and as soon thereafter as practicable; but on such an accounting no partner shall be entitled to the payment of any profits, nor so long as the partnership is solvent shall be called on to pay into the partnership his share of the expenses and losses. The representatives of a deceased partner, however, on calling for such an accounting may, as in this agreement above provided, withdraw the proportion of the capital to which they are entitled. 10. At all times during the continuance of their partnership the partners and each of them will not engage in any other business, but will give their attendance, and will use their and each of their best endeavors, and to the utmost of their skill and power exert themselves for their joint interest, profit, benefit and advantage and will truly employ their joint capital, and, until it is paid out on an accounting, the increase thereof, in the business aforesaid. No partner shall accept any office or employment, whether honorary or remunerative, without consulting the other partners or so many of them as may be reasonably available, and shall not accept it against the will of half or a majority of the partners. 11. All partners shall have an equal voice in the management of the business, but each partner so far as is possible and as is reasonable in the interests of the business shall consult the other partners. Especially no partner shall commit the partnership to any transaction on its own account exceeding an amount of $2,000 without consulting all the partners who may be reasonably available for consultation either personally or by communication by mail, telegraph or telephone; and such opportunity for consideration as may be consistent with the nature of the transaction shall be given. No such transaction shall be entered into unless all the partners who are reasonably available are unanimously in favor of it. In event of a disagreement among the partners as to any other transaction or business the will of the majority, or of the majority of those reasonably available for its consideration, shall prevail, and in the event that the partners available are equally divided the transaction shall not be entered into or the business undertaken or the change made. 12. No partner shall on his own account speculate in or in any way purchase stocks or other securities or commodities on a margin. And the parties hereby also mutually covenant and agree to and with each other that during the continuance of the partnership none of them shall or will indorse any note, or otherwise in any way become guarantor or surety for any person, persons, partnership, association or corporation whomsoever or whatsoever. Each partner shall at all times duly and punctually pay and discharge his separate and private debts and engagements, whether present or future, and keep indemnified therefrom, and from all actions, proceedings, costs, claims and demands in respect thereof, the partnership property and the other partners. 13. On the termination of this partnership the partners, each to the other, shall and will make a true, just and final account of all things relating to their business as partners, and in all things make a true adjustment in accordance with the terms of this agreement. IN WITNESS WHEREOF, the parties hereto have, at the City, County and State of New York, hereunto set their hands and seals, the day and year first above written. In the presence of: James Blackman JOHN JONES THOMAS BROWN HENRY ROBINSON FORM 2. NOTICE OF DISSOLUTION OF PARTNERSHIP NOTICE is hereby given that the partnership subsisting beween Adam Jones, Special Partner, Alfred Brown and Henry Miller. General Partners, under the firm name of Adam Jones & Company was this day dissolved. (Dated) (Signatures of Partners) Adam Jones Alfred Brown The notice of dissolution is frequently accompanied by an affidavit by a notary public, such as the following: STATE, CITY AND COUNTY OF NEW YORK, SS: On this......day of......1921, before me personally appeared (names of partners), to me known and known to me to be the individuals described in and who executed the foregoing instrument, and they duly acknowledge to me that they executed the same. .Notary Public. FORM 3. NOTICE OF A PARTNER'S WITHDRAWAL NOTICE is hereby given that........on the....day of................. withdrew from the partnership existing between......and...... under the firm name of ..... All debts due to said partnership and those due by them have been assumed by the remaining partners, who will continue the business under the firm name of.. (Dated) (Signatures of Partners)... B. FORMS PERTAINING TO SECURITIES- 1. THE JOINT STOCK COMPANY The forms and documents pertaining to the organization and operation of the joint stock company are fully as numerous and varied as those that pertain to the corporation. However, for the most part they resemble the corporate forms so closely that it would result in a great deal of duplication to reproduce them here. For this reason the specimens are confined to a single copy of articles of association. FORM 4. ARTICLES OF THE PIERCE FORDYCE OIL ASSOCIATION A Joint-Stock Association ARTICLES OF COPARTNERSHIP Name. We, whose names are hereto subscribed, do hereby form a Copartnership Association, to be known and styled. PIERCE FORDYCE OIL ASSOCIATION, which shall continue in existence until the 2d day of April, 1960, unless sooner dissolved as herein provided. Purposes. The general purpose of said Copartnership Association is: To engage in the general merchandise of petroleum and the products thereof and other such articles as may be advantageously sold or handled in connection therewith; to purchase, own and mine lands supposed to contain or containing oils or other minerals and to |