with any other person, directly or indirectly, engage in any trade or business except upon account of or benefit of the partnership. Fourth. The capital of said partnership shall consist of $

to be contributed as follows:

all of which to be used in the business of the partnership and during the time of its continuance.

Fifth. Stock in trade contributed by A shall be taken as of the value of $ , and shall become property of the partnership at such valuation and shall be credited to said A as capital contributed by him.

Sixth. All drafts, checks, bills, and cash shall be deposited in some bank, and all disbursements for or on account of the partnership shall be made by check drawn on such bank.

Seventh. That an account of the stock, implements, etc., belonging to the business of the firm and of the books, debts, and capital shall be taken and a statement of the affairs of said partnership be made yearly from the date hereof, and the sums drawn by said parties shall be charged to their respective share of the profits of the business.

Eighth. Duplicate copies of said annual account shall be signed by said parties, a copy to be retained by each, and a copy to be written in the partnership books, and likewise signed by each of them. Such accounts shall not again be opened unless some manifest error shall be discovered in them within months thereafter, and then so far only as respects the correcting of such error, and every such statement of affairs shall in all other respects be conclusive evidence between and binding on said parties.

Ninth. Said partners shall draw from said business, in anticipation of expected profits, as follows:

but if, on taking the annual account, the amount so drawn out by either for any year shall be found to exceed his share of the profits, he shall immediately refund the excess so drawn out.

Tenth. The net profits shall be divided immediately after the taking of the annual account as follows:

and all losses shall be borne as follows:

Eleventh.

If at any time, the losses, from any cause whatever, equal one fourth of the capital stock, or if further capital to the amount of $ is thought necessary to carry on the business successfully, a majority in value of the partners may require the partnership to be dissolved; or if, at the end of any one year of the said partnership, it shall be found to be unprofitable, the said partnership shall be thereupon dissolved, unless it shall be occasioned by some unavoidable loss or accidental circumstance.

day of either party

Twelfth. If at any time after desires to withdraw from the partnership, he may do so on giving month's notice in writing of such intention. No partner shall, without the consent of the other partners or partner, draw, accept, or sign any bill of exchange or promissory note or contract any debt on account of the partnership, or employ any of the moneys or effects thereof, or in any manner pledge the credit thereof, except in the usual and regular course of business.

Thirteenth. Neither party shall, without the consent of the other in writing, become bail or surety for any other person.

Fourteenth. On the dissolution of the partnership for any cause whatsoever, a full account of all assets, liabilities, and transactions of the partnership shall be taken, and such assets, etc., shall be sold as soon as practicable, all debts due the firm shall be collected, all liabilities discharged, any unpaid interest or profits due to either party shall be paid, and then the profits, if any there be, shall be divided among the partners as follows:

All parties shall execute all instruments and papers for the collection and division of the partnership, and for their mutual indemnity and release.

Fifteenth. Any and all differences and disputes as may arise between said parties shall be referred to two disinterested, competent persons, in or well acquainted with the business or trade of one to be chosen by either party, and the two so chosen to choose a third, and their decision

shall, in all respects, be final and conclusive on said partners, and shall be given in writing, a copy to each of said parthers, within days from the time of such reference, or within such further time, not exceeding

days, as they may require, or as may be mutually agreed upon by the said partners.

CORPORATIONS.

Under a partnership, it is difficult for a large number of men to carry on business under the general rules of business, and recourse is had to the Legislature to supply the powers necessary to manage and carry on the business successfully, and thus secure the advantages of large and consolidated capital, and the security which it gives to the persons of the members and to their property not vested in the corporate stock. It is an arrangement by which a perpetual succession of many persons are considered as the same and may act as a single individual. They enable a corporation to manage its own affairs and to hold property without the perplexing intricacies, the endless necessities of perpetual conveyances for the purpose of transmitting it from hand to hand. The great object of incorporation is to bestow the character and property of individuality on a collective and changing body of men. If a grant of land should be made to twenty individuals, not incorporated, such grant could not be passed or conveyed without the inconvenience of making frequent and numerous conveyances, but when any number of persons are consolidated and united into a corporation they are then considered as but one person, which has but one will, that will being ascertained by a majority of votes. The object in creating a corporation is, in fact, to gain the union, contribution, and assistance of several persons for the successful promotion of some business design. General incorporation laws are now in force in nearly every State of the Union. By virtue of these laws; the right to form a corporation and to exercise corporate powers is extended to all persons who comply with certain prescribed conditions. An association which

satisfies the statutory requirements becomes vested with a corporate franchise as fully as if it had been incorporated under a special charter. Companies are often incorporated under the laws of other States for the purpose of dispensing with a paidup capital, or for allowing inferior assets to be put in place of cash, and for various other advantages. The annual meeting of the stockholders must be held in the State where incorporation is obtained.

While the corporation laws of various States differ in many particulars, they have the same general underlying principles. An extract from the laws of Massachusetts is given below. To ascertain the particular advantages in the several States it will be necessary to consult the statutes of such States.

Under the general laws of Massachusetts in reference to corporations as contained in chapter 105 of the Public Statutes a corporation may in its corporate name sue and be sued, have a common seal which it may alter at pleasure, elect in such manner as it may determine all necessary officers, fix their compensation and define their duties and obligations, and make bylaws and regulations for the government and management of its property. . . It may by its by-laws determine the manner of calling and conducting its meetings, the number of members that should constitute a quorum, the number of shares that shall entitle the members to one or more votes, the mode of voting by proxy, the mode of selling shares for non-payment of assessments, and the tenure of office of the several officers, and may annex suitable penalties to such by-laws, not exceeding twenty dollars for one offence. It may convey lands to

which it has a legal title.

A corporation organized to carry on a mechanical or manufacturing business in a city or town named in its organization or charter may extend or remove its business or any part thereof to any other city or town in the Commonwealth.

A corporation created by charter, if no time is limited therein, shall be organized within two years from the passage of its act of incorporation.

First meeting of any such corporation, unless otherwise pro

vided in its act of incorporation, shall be called by a notice signed by the person or a majority of the persons named therein setting forth the time, place, and purpose of the meeting, and delivered seven days at least before the meeting to each member or published in some newspaper of the county where the corporation is established, or if there is no such paper then in some newspaper of an adjoining county; the persons so named and their associate subscribers, to stop before the date of the act, shall be authorized to hold the franchise or privileges granted until the corporation is organized. The notice of the first meeting of a corporation organized unler the general laws, where no provision is made, may be issued in the manner set forth in the articles of association, or, if they make no provision, by a notice signed by a majority of associates and published in the manner above mentioned.

When by reason of the death, absence, or other legal impediment of the officers of a corporation there is no person duly authorized to call or preside at a legal meeting, a justice of the peace may, on a written application of three or more members, issue a warrant to either of them directing him to call a meeting by giving such notice as had been previously required by law, and the justice may in the same warrant direct such person to preside at the meeting until a clerk is duly chosen and qualified if no officer is present legally authorized to preside. . . . A corporation so assembled may act upon such business as may be transacted at a regular meeting. . . . An executor, administrator, guardian, or trustee shall represent the shares or stock in his hands at all meetings of the corporation and may vote as a stockholder.

No officer of a corporation, unless otherwise provided by law, shall as proxy or attorney cast more votes than represent twenty shares of the capital stock unless all the shares so represented by him are owned by one person, nor ask for, receive, procure, or use any proxy voted therein except the votes he is so authorized to cast. No salaried officer of the corporation shall vote as proxy or attorney.

Any officer of a corporation who violates any provision of