Duties of agent.

Meetings of partners.

Yearly settlements.

Refusal to attend.

of all sums of money received and paid, and of all the ore, minerals and other produce sold and delivered, and of all the materials, machinery, articles and things purchased on behalf of the said company, and the names, dates, places and any other circumstances which may be useful for both showing and ascertaining the state and proceedings of the said company.

That the said books of account, together with all securities, bills, notes, letters, maps, plans or sections of the said mines, and other writings of the said company, shall remain and be kept at the office of the said company; and every partner shall, at all reasonable times, have free access to inspect, examine and copy the same.

That the said agent or manager shall, on behalf of the said company, well and punctually observe and perform all the covenants, provisoes and agreements on their part contained in the hereinbefore-recited indenture of lease, or to be contained in any lease of the same premises.

That the said agent or manager shall regularly, diligently, faithfully and honestly discharge the duties and agreements on his part hereinbefore expressed.

That the said company shall meet once in every quarter of a year upon such days and at such place as shall be mutually agreed upon, or at any other times when thereto specially required by any three of the partners.

That on the same day, in the month of April, in every year, the partners shall meet, and, as far as possible, make a full settlement of all the debts, liabilities and engagements of the said company, and inspect and examine all the accounts, reckonings and transactions of the said agent and company, and such agent shall make and deliver at such yearly meeting an estimate and valuation of all the effects and property of the said company (except the mines for the time being unworked), and shall make proper distinctions in such accounts between good and bad debts; and the said partners shall, upon the approval and settlement of such yearly account, sign the same, and any duplicates thereof which may be required by any of the partners; and such accounts so signed as aforesaid shall be final, binding and conclusive to all intents and purposes, and shall not afterwards be opened or questioned by any persons whomsoever, except in respect of any manifest error, to the amount of £20, which may be discovered therein within the space of one year afterwards.

That if any one or more of the partners shall neglect or refuse to attend such yearly meetings after due notice thereof, or to examine and inspect any such account and rest as aforesaid, then the other partners present shall proceed to make such account and settlement as aforesaid, and any partner refusing to sign such account and settlement shall not be

entitled to receive any of the dividends or profits arising from such mines or works until such signature as aforesaid.

That all difference and disputes arising during the said Voting. term shall be decided by a majority of votes, and the manner of voting on any such occasion shall be as follows, that is to say, every sixty-fourth share shall entitle the holder thereof to give one vote, and any share less than one sixty-fourth shall not entitle the holder thereof to give any vote at all unless he shall, together with the holder or holders of any such last-mentioned share, making together one sixty-fourth share or more, agree to give any vote in common: Provided always, that any partner may be competent to vote on behalf of any other partner who may be absent, and who may by any writing authorize such present partner to act on his behalf: And provided also, that the partners present by a majority of such votes shall not determine to settle any such difference or dispute by arbitration as hereinafter mentioned.

That each of the partners shall keep indemnified the other Indemnity. co-partners for the time being, and the effects and property of the said company from and against his or her own private debts and engagements, and all costs, charges, damages and expenses on account thereof.

money.

That any partner lending money on account of the part- Partner adnership shall be allowed legal interest for the same, and such vancing money shall not be repaid without six months' notice in writing from the agent or manager.

That no partner, except the said agent or manager, shall, Bills and on any account whatsoever, give, accept, indorse or negotiate notes. any bills, notes, drafts or securities, or take or dispose of the goods or effects of the said company, or engage the credit thereof in any manner whatsoever, or interfere in the actual management of the said mines and works, except in the manner herein before mentioned.

fending.

That if any of the partners, except as aforesaid, shall give, Partners ofaccept, indorse or negotiate any bills, notes, drafts or other securities on account of the said company; or if the monies, effects or property of the said company shall be seized, attached or taken in execution on account of any private or separate debts or engagements of any partner; or if any partner shall apply to his own separate use any of such monies, effects or property, then it shall be lawful for the other partners, by any writing, to determine and put an end to such co-partnership, so far as respects any such offending partner, and to expel him therefrom, and the shares and interest of such partner may be taken and purchased by the said company on the footing of the last yearly settlement; and if there shall have been no such settlement, then at a fair valuation, to be determined by arbitration as hereinafter mentioned, or such shares and interests may be absolutely

Trustees.

Power to dissolve.

Power to con

tinue for a

further term.

Accounts on winding up.

disposed of by public auction or private contract to any of the partners, or any other persons willing to purchase the same; and the produce of such sales or valuations shall be first applied in the liquidation and settlement of the account of the partner whose shares or interests are so sold or disposed of as aforesaid with the said company, and the surplus, if any, shall be paid to such partner upon his or her giving a sufficient receipt for the same, and a release of all claims and demands in respect of the said partnership; and such partner shall, upon any such sale or disposition of his or her whole interest in the said mines and premises, immediately cease to be a partner for any of the purposes of these pre

sents.

That all bills, notes, drafts, receipts, accounts and securities shall be made and taken in the name of the said company; and all bonds, conveyances and assurances shall be made and executed in the names of the said (trustees), or any other persons, to be from time to time appointed by the said company for that purpose; and all such trustees, their heirs, executors or administrators, shall at any time when so required by the said company make, do and execute all such deeds, conveyances, assurances, matters and things which may be required by the said company, or their counsel, for effectually divesting themselves of all estate and interest therein, and for vesting the same in any other persons.

That in case the said mines shall, after a competent trial thereof, prove to be unproductive, or shall become exhausted, or it may be advisable on any other grounds to discontinue the working thereof, then it shall be lawful for the partners, at any special meeting to be convened for that purpose, to declare the said partnership to be dissolved at any time previous to the expiration of the said term of twenty-one years.

That in case the said mines shall continue productive or promising, it shall be lawful for the partners, within six months from the expiration of the said term, at any such special meeting as aforesaid, to prolong the said partnership for any further period not exceeding twenty-one years, to be conducted upon the same terms, conditions and agreements herein contained, and to procure a renewal of the said recited lease for any further period whatsoever.

That at the determination of the said partnership, an account in writing shall be forthwith made of all the effects, property, liabilities and engagements of the said company, and the said partners shall make adequate provision for the sale of all such property and effects, and the receipt, payment or fulfilment of all such liabilities and engagements, for the assignment of all outstanding debts for the benefit of the partners, and the settlement and winding up of the affairs of the said company; and the general residue and produce of

such settlement shall be paid and divided amongst the partners for the time being, in the several shares and proportions to which they may be respectively entitled; and upon such division and final settlement, the said partners shall enter into and execute all such deeds and instruments in writing as may be required for their mutual release and indemnity. (Arbitration clause, as in No. 6.) IN WITNESS, &c.

No 15.-Conveyance of a Share in Mines by a Partner, who is also one of the original Lessees and Trustees.

lease.

THIS INDENTURE, made the 7th day of August, 18 Between (vendor) of the one part, and (purchaser) of the other part: WHEREAS by an indenture of lease bearing date, Recital of &c., and made, &c., all, &c. (parcels as in the lease) were granted and demised, with the appurtenances, unto the said (trustees), their executors, administrators and assigns, as tenants in common, for the term of forty years, subject nevertheless to the payment and performance of the rents, covenants, provisoes and agreements therein respectively expressed and contained: AND WHEREAS by an indenture of Deed of copartnership bearing date, &c., the said mines, veins and partnership. premises comprised in the said recited indenture of demise, were declared to be held upon the trusts and in the respective shares and proportions therein expressed, and particularly as to four-sixty-fourth parts or shares, or one-sixteenth part or share thereof, in trust for him the said (vendor), his executors, administrators and assigns: And the said several parties thereto thereby mutually covenanted and agreed with each other for themselves and their respective executors, administrators and assigns, that they would thenceforth enter into a partnership for the term of twenty-one years, for the effectual working and prosecution of the said mines and veins, and the sale of the produce thereof; and that for the purposes aforesaid they would observe and perform all and singular the provisoes, declarations and agreements in the said indenture of copartnership respectively expressed and declared: AND WHEREAS the said (purchaser) hath lately agreed with Agreement the said (vendor) for the absolute purchase of the said parts or shares of him the said (vendor) at or for the price or sum of £500; and it has been further agreed that the said (vendor) should enter into the conveyance to the said (purchaser) in the manner hereinafter mentioned: Now THIS INDEN- Witnesseth. TURE WITNESSETH, that in pursuance of the said agreements, and in consideration of the sum of £500 of lawful money of Great Britain in hand well and truly paid by the said (purchaser) to the said (vendor) on or before the execution of

SS

to purchase.

Grant of share.

these presents, the receipt of which said sum of £500, and that the same is the full consideration money for the absolute purchase of the said parts or shares hereby assigned, the said (vendor) doth hereby admit and from the same sum doth hereby absolutely acquit and for ever discharge the said (purchaser), his executors, administrators and assigns, and the said mines and premises; He the said (vendor) doth by these presents grant, assign and transfer unto the said (purchaser), his executors, administrators and assigns, all those or that foursixty-fourth parts or shares, or one-sixteenth part or share of him the said (vendor) of and in all those mines, veins and premises hereinbefore described and comprised in the said recited indenture of lease, and of and in all the rights, liberties, privileges and appurtenances thereto belonging or enjoyed therewith: And all the estate, right, title, interest, use, trust, possession, property, claim and demand whatsoever, both at law and in equity, of him the said (vendor) of, in and to the Habendum. said parts or shares hereby assigned as aforesaid: TO HAVE AND TO HOLD the said parts or shares, hereditaments, and all and singular other the premises hereby assigned, with their rights and appurtenances, unto the said (purchaser), his executors, administrators and assigns, for and during all the residue of the said term of forty years so granted of the said mines and premises by the said recited indenture of demise as herein before is mentioned, but subject, nevertheless, together with the other parts or shares to the payment and performance of the rents, covenants, provisoes and agreements on the part of the said lessees respectively reserved and contained in and by the same indenture of demise: And also subject to the observance and performance of the several covenants, provisoes, declarations and agreements respectively expressed and declared concerning the said parts or shares hereby assigned in Further wit- and by the said recited indenture of copartnership: AND THIS INDENTURE ALSO WITNESS ETH, that in further pursuance of the said agreements and for the considerations aforeGrant of le- said, He the said (vendor) doth by these presents grant, assign and transfer unto the said (purchaser), his executors, administrators and assigns (so far as respects his estate and interest therein), all those other and remaining parts or shares not hereinbefore assigned of and in the said mines, veins and premises comprised in and conveyed by the said recited indenture of demise as hereinbefore is mentioned, together with their and every of their rights, privileges and appurtenances, And all the estate, &c., TO HAVE AND TO HOLD the said parts or shares, hereditaments, and all and singular other the premises hereby lastly assigned, with their rights and appurtenances, unto the said (purchaser), his executors, administrators and assigns, for and during all the residue of the said term of forty years therein, but subject, nevertheless, together

nesseth.

gal estate in the whole.

Habendum.