(77.) Power of Attorney to sell Shares of Stock, with Appointment by Attorney of Substitute. Know all Men by these Presents, That, for value received, I (name of the principal) of do hereby make, constitute, and appoint irrevocably, my true and lawful attorney (with power of substitution), for and in my name and on my behalf, to sell, assign, and transfer unto of buyer) share now standing in my name in the capital or joint stock of the (name And my said attorney is hereby fully empowered to make and pass all necessary acts for the said assignment and transfer. Power of Attorney to subscribe for Stock. Know all Men by these Presents, That I the undersigned, do hereby irrevocably constitute and appoint attorney, for me and in my name and behalf, to subscribe for capital stock of the substitute with like power. to be my true and lawful shares in the And further, one or more persons under him to In Witness Whereof, I have hereunto set my hand and seal this Know all Men by these Presents, That I af do hereby appoint and (name of the principal) to be my substitute proxy for me and in my name and behalf to vote at any election of directors or other officers, and at any meeting of the stockholders of said company as fully as I might or could were I personally present. In Witness Whereof, I have hereunto set my hand and seal this day of Witnesses present, 18 (80.) (Signature.) Proxy, revoking all Previous Proxies. Know all Men by these Presents, That I the undersigned, stockholder in the (name of the company) do hereby appoint my true and lawful attorney, with power of substitution, for me and in my name, to vote at the meeting of the stockholders in said company, to be held at or at any adjournment thereof, with all the powers I should possess if personally present, hereby revoking all previous proxies. Witness. 18 (81.) (Signature.) Proxy, with Affidavit of Ownership, in Use in New York. Know all Men by these Presents, That I, do hereby constitute and appoint if then personally present. Signed, Sealed and Delivered in Presence of (Signature.) (Seal.) I do swear (or affirm) that the shares on which my attorney and agent in the above proxy is authorized to vote, do not belong, and are not hypothecated, to the said company, and that they are not hypothecated or pledged to any other corporation or person whatever; that such shares have not been transferred to me for the purpose of enabling me to vote thereon at the ensuing election, and that I have not contracted to sell or transfer them upon any condition, agreement, or understanding, in relation to my manner of voting at the said election. 18 , before me, Sworn to this day of (Signature.) (82.) Power to receive Dividend. Know all Men by these Presents, That I do authorize, constitute, and appoint of to receive from the (name of the company) the dividend now due to me on all stock standing to my name on the books of the said company, and receipt for the same: hereby ratifying and confirming all that may lawfully be done in the premises by virtue hereof. WHEN two or more persons combine their property, labor, or skill, for the transaction of business for their common profit, they enter into partnership. Sometimes the word "firm" is used as synonymous with partnership; sometimes, however, it means only the copartnership-name. A single joint transaction, out of which, considered by itself, neither profit nor loss arises, will not create a partnership. If a joint purchase be made, and each party then takes his distinct and several share of the goods, this is no partnership. Any persons competent to transact business on their own account may enter into partnership for that purpose, and no others. SECTION II. HOW A PARTNERSHIP MAY BE FORMED. No especial form or manner is necessary. It may be by oral agreement, or by a written agreement, which may have a seal or not. But the liability and authority of the partners begin with the actual formation of the partnership, and do not wait for the execution of any articles. In general, if there be an agreement to enter into business, or into some particular transaction, together, and share the profits and losses, this constitutes a partnership, which is just as extensive as the business proposed to be done, and not more so. The parties may agree to share the profits in what proportion they choose; but in the absence of any agreement, the law presumes equal shares. They may agree as to any way of dividing the losses, or even that one or more partners alone shall sustain them all, without loss to the rest. And this agreement is valid as between themselves; but it will not protect those partners who were to sustain no loss from responsibility to third parties, unless the third parties knew of this agreement between the partners, and gave credit accordingly. If A, B, & C, being partners, agree that A should not lose any thing by their business, and a person knowing this bargain dealt with the firm on the credit of B & C, he could not call on A. But an agreement exempting partners from loss generally, or from loss beyond the amount invested, will only operate between the partners, unless it can be shown that the third party not only knew the agreement, but contracted with the firm on the basis of this agreement. And, generally, stipulations in articles of copartnership limiting the power of a partner, are not binding on third parties who are ignorant of them. Each partner is absolutely responsible to every creditor of the copartnership for the whole amount of the debt. And, if thereby obliged to suffer loss, his only remedy is against the other partners. Although partners may agree and provide as they will in their articles, a long neglect of these provisions will be regarded as a mutual waiver of them. Persons may be liable as partners to third parties or strangers, who are not partners as between themselves. Whether they are partners as to each other would generally be determined by the intention of the parties, as drawn from their contract, whether oral or written, under the ordinary rules of evidence and construction. But whether one is liable as a partner to one who deals with the firm must depend in part upon his intention, but more upon his acts; for if by them he justifies those who deal with the firm in thinking him a partner in that business, he must bear the responsibility; as if he declare that he has a joint interest in the property, or conducts the business of the firm as a partner, accepting bills, or suffers his name to be used upon cards, or in advertisements, or on signs, or in any similar manner. The declarations or acts of one person cannot, however, make another person liable as partner, without co-operation or consent, by word or act, on his part. The rule is this: that one who thus holds himself out as a partner, when he really is not one, is responsible to a creditor who on these grounds believed him to be a partner; but not to one who knew nothing of the facts, or who, knowing them, knew also that this person was not a partner. A secret partner is one who is actually a partner by participation of profit, but is not avowed or known to be such; and a dormant partner is one who takes no share in the conduct or control of the business of the firm. Both of these are liable to creditors (even if the creditors did not know them to be members of the firm), on the ground of their interest and participation in the profits, which constitute, with the property of the firm, the funds to which creditors may look for payment. A nominal partner is one who holds himself out to the world as such, but is not so in fact. He is liable to creditors of the firm, on the ground that he justifies them in trusting the firm on his credit, and, indeed, invites them to do so, by declaring himself to be a partner. The principal test of membership in a mercantile firm is said to be the participation in the profits. Thus, if one lend money to be used in a business, for which he is to receive a share in the profits, this would make him a partner; and if he is to receive lawful interest, and, in addition thereto, a share of the profits, this would generally make him liable as a partner to a creditor of the firm. |