This agreement, made and entered into this twenty-sixth day of October, Anno Domini eighteen hundred and forty-three, by the following named individuals, viz.: John McKusick, Elias McKean, Elam Greely, and Calvin F. Leach, for the purpose of building a saw mill near the head of Lake St. Croix, Wisconsin Territory, and for carrying on the lumbering business in all its various branches.
Article first—It is understood by this agreement, that the heretofore named individuals form themselves into a company to continue and exist by the name of the Stillwater Lumber Company.
Article second—It is agreed to by the heretofore named individuals, that the whole amount of property owned and business done by the aforesaid company shall be included in fifteen shares, and to be divided and owned by each individual of the aforesaid company as follows, viz.: John McKusick, five-fifteenths; Elias McKean, three-fifteenths; Elam Greely, four-fifteenths; and Calvin F. Leach, three-fifteenths.
Article third—It is furthermore understood, that each proprietor of the aforesaid company shall pay his proportion of all the expenses arising from all the business done or transacted by the aforesaid company, and to continue the same ratio, so long a time as said company shall exist and continue to do business under the present form, and likewise any gain or loss, arising or accruing from any or all of the business done by the aforesaid company, shall be shared or sustained by each proprietor of the aforesaid company, in the same ratio as above named, in proportion to each above named proprietor's share of stock owned in the aforesaid company.
Article fourth—It is furthermore agreed to, that the whole amount of money or property that each or either of the proprietors of the aforesaid company shall invest, advance, or pay for the benefit or use of the aforesaid company, the same amount shall be credited to the separate credit of the proprietor or either of the proprietors of the aforesaid company making such investments, on the books of accounts kept by the aforesaid company.
Article fifth—It is furthermore understood, that for the amount of money or property that any one of the proprietors of the aforesaid company shall invest, advance, or pay for the benefit or use of the aforesaid company, more than his proportional share of the whole amount of money or property invested by the aforesaid company, the same amount of money, with interest, shall be paid or refunded back to said proprietor by the aforesaid company, out of the first proceeds arising from the business done by the company aforesaid.
Article sixth—It is furthermore understood, that in case any one of the aforesaid proprietors should at any time hereafter be disposed to sell, transfer or dispose of his share of stock owned in the aforesaid company, he shall first pay to said company all the liabilities or indebtedness of said share of stock, and then give said company the preference of purchasing and owning said share of stock, at the same rates by which said proprietor may have an opportunity to sell said shares of stock.
Article seventh—It is furthermore understood that the proprietors of the aforesaid company, individually, shall have no right, or power, to sign any obligation or due bill, make any contract, or transact any business of importance in the name of, or binding on, the aforesaid company, except some one proprietor of the aforesaid company should hereafter be fully authorized by the aforesaid company to act and transact business as agent for the aforesaid company.
In testimony whereof, we hereunto set our hands and seals this twenty-sixth day of October, Anno Domini eighteen hundred and forty-three.
John Mckusick,
Elam Greely,
Elias Mckean,
C. F. Leach.