Materials of Corporation Finance

Articles of Co-partnership, made this first day of June in the year One Thousand, nine hundred and ten, by and between William H. Hull and Edward T. Moran, both of the Borough of Brooklyn, City of New York.

Witnesseth:

That the said parties have mutually agreed and hereby do mutually agree to continue a co-partnership heretofore entered into by and between them and carried on at Nos. 712-724 Bedford Avenue, in the City of New York, Borough of Brooklyn, for the manufacture of carriages, under the firm name and style of Hull & Moran, upon the following terms and conditions:

First:

Said Co-partnership shall continue until the same shall be dissolved by the mutual consent of the parties hereto, or ended in pursuance of some of the provisions hereinafter contained.

Second:

Each partner may terminate the Co-partnership by giving thirty (30) days written notice to the other partner of his intention's to do.

Third:

The Co-partnership shall be dissolved by the death of one of the partners; and in that case the surviving partner shall liquidate the business and pay over to the legal representatives of the deceased partner within six months or sooner, the interest of such deceased partner in said business.

Fourth:

All losses and profits shall be shared equally.

Fifth:

The business shall be carried on under the firm name and style of Hull & Moran.

Sixth:

In case the Co-partnership be dissolved during the lifetime of both partners, then and in that case, both partners shall act as liquidating partners for the purpose of winding up the business.

Seventh:

In case of the death of one of the partners, the legal representatives of that partner shall have the right during business hours, to inspect the books of the firm, and to make an inventory, at their own proper expense, and the surviving partner shall assist them in every way possible by giving them all necessary information for the purpose of ascertaining the exact standing of the firm at the time of the death of such deceased partner.

Eighth:

The assets, which are to constitute the working capital of the firm, shall be contributed equally by the partners and said assets shall be the present business assets of said Firm, which shall be taken over and be subject to this agreement.

Ninth:

Each partner shall be entitled to draw a salary of sixty dollars ($60.00) per week.

Tenth:

It is further agreed that a certain note bearing even date with these presents and made by said Edward T. Moran to the order of said William H. Hull, amounting to One Thousand Dollars, shall be paid out of the surplus earnings of said Moran in said business, over and above the said salary of $60.00 per week to be paid to him; and all such surplus earnings shall be applied in payment or in part payment of said note and interest; and in case of a dissolution of said Firm, the share of said Moran in the undivided profits and assets thereof, shall first be applied in payment of said note, and the interest of said Moran in said Firm shall constitute the security for said note; and said Hull shall at all times have a lien upon the interest of said Moran in said Firm to the extent of the unpaid portion of said note; and a transfer or assignment of the interest of said Moran in said Firm shall be subject to such security and lien.

Eleventh:

Both partners shall give all their time and attention to the prosecution of said business and the affairs of said Firm and shall not

engage in any other business, and shall not make any accommodation notes or become accommodation endorsers, or become surety on any bond or undertaking, or embark in any speculation, without the consent of the other partner.

Twelfth:

True, full and accurate books of account shall be kept by the Firm of all dealings and transactions by it, and shall be accessible and open to the inspection and examination of both partners at all times.

Thirteenth:

Neither party shall loan or use the funds or the credit of the Firm, or the Firm's name, for any purpose whatsoever, excepting only the business of the Co-partnership

Fourteenth:

All business operations, contracts, bargains, agreements, purchases, sales and other transactions relating to the co-partnership business, shall be the subject of mutual consultation, advice and agreement. IN WITNESS WHEREOF, the parties hereto have hereunto set their respective hands and seals the day and year first above written In presence of WILLIAM H. HULL EDWARD T. MORAN.

EDITH REARDON.

On this first day of June, 1910, before me personally came William H. Hull and Edward T. Moran, both to me personally known and known to me to be the same individuals described in and who executed the foregoing instrument, and they severally duly acknowledged to me that they had executed the same.

CHARLES E. WALLACE,
Commissioner of Deeds,

New York City.

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