Killerton Enterprises: Articles of Co-Partnership, 15th June 1874

ARTICLES OF CO-PARTNERSHIP

OF

KILLERTON ENTERPRISES

Executed at the City of San Francisco, in the State of California, this Fifteenth Day of June, in the Year of Our Lord One Thousand Eight Hundred and Seventy-Four.

KNOW ALL MEN BY THESE PRESENTS, that we, the undersigned, to wit:

FRANCIS CHARLES KILLERTON, of the City of San Francisco, State of California, Civil Engineer;

THEODORE JAMES CARTWRIGHT, of the City of San Francisco, State of California, Architect;

EMILY MARGARET STANTON, of the City of San Francisco, State of California, Architect; and

SAMUEL ELIAS HOLLOWAY, of the City of San Francisco, State of California, Civil Engineer;

have this day entered into a Co-Partnership for the purpose of conducting, carrying on, and prosecuting the business hereinafter described, upon the terms, conditions, and stipulations herein set forth, to which each of the undersigned doth hereby bind himself and herself, his and her heirs, executors, administrators, and assigns, as follows, that is to say:

ARTICLE THE FIRST — Name and Place of Business

I. The said Co-Partnership shall be conducted under the firm name and style of KILLERTON ENTERPRISES, and the principal place of business of the said firm shall be situate in the City and County of San Francisco, State of California.

II. The firm may, as the partners shall from time to time determine by mutual consent, establish such additional offices, agencies, or places of business elsewhere within the State of California or in such other states, territories, or jurisdictions as the nature and expansion of the business may require, provided that the principal office shall at all times remain within the City of San Francisco unless otherwise agreed by unanimous resolution of the partners.

ARTICLE THE SECOND — Nature and Objects of the Business

I. The primary business of the said Co-Partnership shall be that of architectural design, civil engineering, and construction, including but not confined to the design, planning, and erection of buildings, structures, and public works of every kind and description; the superintendence and management of construction projects undertaken by or on behalf of the firm; the preparation and execution of architectural plans, specifications, and drawings; and all matters incidental or ancillary thereto.

II. The firm shall further have the power and authority to undertake such additional lawful business, ventures, or enterprises as may from time to time be agreed upon by the partners in accordance with these Articles, provided always that such ventures are consistent with the general character and reputation of the firm and serve the advancement of its commercial interests and standing.

III. The firm shall conduct its affairs with the utmost regard for excellence in execution, integrity of materials, soundness of construction, and the advancement of the best practices of the architectural and engineering professions, it being the express intention of the partners that KILLERTON ENTERPRISES shall distinguish itself by the superior quality of its work and the trustworthiness of its dealings.

ARTICLE THE THIRD — Term of the Co-Partnership

I. The Co-Partnership hereby constituted shall commence on the date of execution of these presents and shall continue in full force and effect for an indefinite period, subject always to the provisions herein contained respecting dissolution.

II. Notwithstanding the foregoing, any partner may cause the dissolution of the Co-Partnership upon giving to each of the other partners not less than six calendar months' notice in writing of his or her intention so to do, such notice to be delivered personally or by written instrument duly signed and addressed to each partner at the principal place of business of the firm. Dissolution shall take effect at the expiration of such notice period, or at such earlier date as the partners may unanimously agree in writing.

ARTICLE THE FOURTH — Capital Contributions

I. Each of the undersigned partners shall contribute to the capital of the Co-Partnership the sum set against his or her name hereunder, which contributions shall be paid in lawful money of the United States of America on or before the date of execution of these presents, or within such further period as the partners may unanimously consent to in writing:

FRANCIS CHARLES KILLERTON — the sum of Sixty Thousand Dollars ($60,000);

THEODORE JAMES CARTWRIGHT — the sum of Thirty Thousand Dollars ($30,000);

EMILY MARGARET STANTON — the sum of Twenty Thousand Dollars ($20,000);

SAMUEL ELIAS HOLLOWAY — the sum of Twenty-Five Thousand Dollars ($25,000).

II. The total initial capital of the Co-Partnership shall accordingly be One Hundred and Thirty-Five Thousand Dollars ($135,000), which sum shall be credited to a capital account maintained in the name of each partner proportionate to his or her contribution, and shall be held and applied solely to the purposes of the Co-Partnership business.

III. No partner shall, without the written consent of the other partners, withdraw any portion of the capital standing to his or her capital account during the continuance of the Co-Partnership, it being understood that such capital is permanently committed to the business and not subject to withdrawal as a matter of right.

IV. Should the partners determine by unanimous resolution that additional capital is required for the conduct and development of the business, each partner shall be called upon to contribute such further sum as may be agreed, in proportion to his or her existing interest in the Co-Partnership as defined in Article the Fifth hereof. Should any partner be unwilling or unable to contribute his or her proportionate share of such additional capital, the remaining partners may contribute the deficiency and such additional contribution shall adjust the contributing partners' respective interests accordingly, subject to a supplemental instrument executed by all partners.

V. The firm shall maintain true and accurate books of account in which the capital account of each partner shall be separately recorded, together with all receipts, disbursements, profits, losses, and other transactions of the Co-Partnership.

ARTICLE THE FIFTH — Interests in the Co-Partnership

I. The respective interests of the partners in the capital, profits, losses, and assets of the Co-Partnership shall be as follows:

FRANCIS CHARLES KILLERTON — forty-two parts in one hundred (42%);

THEODORE JAMES CARTWRIGHT — eighteen parts in one hundred (18%);

EMILY MARGARET STANTON — thirteen parts in one hundred (13%);

SAMUEL ELIAS HOLLOWAY — fifteen parts in one hundred (15%).

II. The remaining twelve parts in one hundred (12%) of the total interest in the Co-Partnership shall be reserved as an unissued interest, to be allocated at the discretion of the partners by unanimous resolution, for the purpose of admitting additional partners, securing strategic alliances, or such other purposes as the partners may from time to time determine to be in the best interests of the firm.

III. The respective interests set out in this Article shall govern the distribution of all profits and the bearing of all losses arising from the business of the Co-Partnership, as more particularly provided in Article the Sixth hereof.

IV. The interest of any partner in the Co-Partnership shall not be assigned, transferred, pledged, charged, or otherwise disposed of to any person whatsoever, whether voluntarily or by operation of law, without the prior written consent of all remaining partners, such consent not to be unreasonably withheld in cases where the proposed assignee is a person of established professional standing and good character in the construction or engineering professions.

ARTICLE THE SIXTH — Profits, Losses, and Drawings

I. The net profits arising from the business of the Co-Partnership during each financial year shall be divided amongst the partners in the proportions set forth in Article the Fifth hereof, and the net losses, if any, shall be borne by the partners in the same proportions.

II. The financial year of the Co-Partnership shall commence on the First day of January and terminate on the Thirty-first day of December in each year, save for the first year of the partnership which shall commence on the date hereof and terminate on the Thirty-first day of December, 1874.

III. Accounts of the Co-Partnership shall be made up and balanced as at the close of each financial year, and a statement of profit and loss shall be prepared and submitted to each partner within sixty days of the close of such year.

IV. Each partner shall be entitled to draw from the funds of the Co-Partnership, by way of advance against his or her share of profits, a monthly sum not exceeding the following amounts, subject always to the condition that the funds of the partnership are sufficient to meet such drawings without impairing the working capital of the business:

FRANCIS CHARLES KILLERTON — the sum of Three Hundred Dollars ($300) per calendar month;

THEODORE JAMES CARTWRIGHT — the sum of Two Hundred Dollars ($200) per calendar month;

EMILY MARGARET STANTON — the sum of One Hundred and Fifty Dollars ($150) per calendar month;

SAMUEL ELIAS HOLLOWAY — the sum of One Hundred and Seventy-Five Dollars ($175) per calendar month.

V. Such monthly drawings shall be charged against each partner's share of profits for the relevant financial year, and any excess of drawings over profits shall be repaid to the partnership within thirty days of the accounts being settled, or deducted from future distributions.

VI. No partner shall make any drawing from the funds of the Co-Partnership beyond the amounts specified in this Article without the prior written consent of the other partners.

ARTICLE THE SEVENTH — Management, Authority, and Duties

I. The general management, direction, and control of the Co-Partnership business shall be vested in FRANCIS CHARLES KILLERTON, who shall serve as President of the firm, with full authority to bind the Co-Partnership in all ordinary matters arising in the course of its business, including but not confined to the negotiation and execution of contracts, the engagement and discharge of employees and agents, the procurement of materials and equipment, and the management of financial affairs up to such limits as the partners may from time to time prescribe.

II. THEODORE JAMES CARTWRIGHT shall serve as Vice President and Chief Architect of the firm, with responsibility for the superintendence of all architectural design and planning, the maintenance of standards of design excellence across all projects, and the assumption of the duties of President in the absence or incapacity of FRANCIS CHARLES KILLERTON.

III. EMILY MARGARET STANTON shall serve as Secretary and Principal Architect of the firm, with responsibility for the maintenance and custody of all corporate records, minutes, correspondence, and legal documentation of the Co-Partnership, and for contributing to and leading such architectural design work as may be assigned by the President and Vice President.

IV. SAMUEL ELIAS HOLLOWAY shall serve as Treasurer and Lead Engineer of the firm, with responsibility for the oversight of all financial accounts, the preparation and monitoring of project budgets, the management of the firm's banking and financial relations, and the superintendence of all structural engineering matters.

V. Each partner covenants with the others that he or she shall devote the whole of his or her time, skill, and attention to the business of the Co-Partnership during the term hereof, shall faithfully and diligently perform the duties attaching to his or her respective office, and shall not, without the prior written consent of the other partners, engage in any other business, profession, or occupation, whether for profit or otherwise, that may conflict with the interests of the firm or diminish his or her capacity to perform his or her duties hereunder.

VI. No partner shall, without the previous consent in writing of the other partners, enter into any contract or commitment on behalf of the firm the value of which exceeds the sum of Five Thousand Dollars ($5,000); assign, mortgage, or charge any property of the Co-Partnership; take on any new partner or employee in a position of senior responsibility; commence or defend any legal proceedings in the name of the firm; or do any act by which the credit, standing, or reputation of the firm may be materially affected.

VII. Each partner shall at all times act in the utmost good faith towards his or her co-partners and towards the Co-Partnership, and shall promptly disclose to the other partners any matter coming to his or her knowledge that may be material to the interests of the business.

ARTICLE THE EIGHTH — Books of Account and Inspection

I. True, full, and accurate books of account shall be kept at the principal office of the Co-Partnership in which shall be entered all transactions, receipts, payments, assets, liabilities, and other matters affecting the financial position of the firm.

II. Each partner shall at all times have free access to the said books of account and to all papers, documents, and records of the firm, and shall be entitled to take copies or extracts therefrom.

III. The books of account and all records of the firm shall at all times be kept open to the inspection of each and every partner without restriction.

ARTICLE THE NINTH — Banking

I. All monies received on account of the Co-Partnership shall, within two business days of receipt, be paid into such bank or banks as the partners shall from time to time designate, to the credit of an account to be maintained in the firm name of KILLERTON ENTERPRISES.

II. All cheques, drafts, and orders drawn upon the said banking account shall be signed by FRANCIS CHARLES KILLERTON or, in his absence or incapacity, by any two of the remaining partners acting jointly.

ARTICLE THE TENTH — Admission of New Partners

I. No new partner shall be admitted to the Co-Partnership without the unanimous written consent of all existing partners. Any prospective partner shall first satisfy the existing partners as to his or her professional qualifications, personal character, and financial standing, and shall execute a supplemental deed of co-partnership setting forth the terms of his or her admission, including the capital to be contributed and the interest to be acquired.

II. Upon the admission of a new partner, the interests of the existing partners shall be adjusted proportionately in such manner as the partners may unanimously agree, and a supplemental instrument shall be executed recording such adjustment.

ARTICLE THE ELEVENTH — Retirement, Death, and Incapacity of a Partner

I. Should any partner desire to retire from the Co-Partnership, he or she shall give to the remaining partners not less than six calendar months' notice in writing of such intention. Upon the expiration of the said notice, the retiring partner's interest in the Co-Partnership shall be purchased by the remaining partners at a value to be agreed between them, or in default of agreement, as determined by an independent valuer appointed by mutual consent of the parties or, failing such consent, by the presiding judge of the Superior Court of the County of San Francisco.

II. In the event of the death of any partner, the Co-Partnership shall not thereby be dissolved as between the surviving partners, who shall be entitled to continue the business under the same firm name. The legal personal representatives of the deceased partner shall be entitled to receive, in full and final settlement of the deceased partner's interest, a sum equal to the value of that interest as ascertained in accordance with the provisions of paragraph I of this Article, computed as at the date of death.

III. In the event that any partner shall become permanently incapacitated by reason of illness, injury, or infirmity such as to render him or her wholly unable to perform his or her duties under these Articles, the remaining partners may, upon giving three months' written notice to the incapacitated partner or his or her legal guardian, purchase such partner's interest upon the same terms as are provided for retirement in paragraph I of this Article.

IV. During any period of temporary absence or incapacity, a partner's duties shall be assumed by such of the remaining partners as the President shall direct, and the temporarily absent or incapacitated partner shall continue to receive his or her proportionate share of profits during such period, subject to a maximum period of twelve calendar months, after which the provisions of paragraph III of this Article shall apply.

ARTICLE THE TWELFTH — Dissolution of the Co-Partnership

I. The Co-Partnership may be dissolved at any time by the unanimous written consent of all partners.

II. Upon dissolution, whether by notice, consent, or operation of law, the business of the Co-Partnership shall be wound up in an orderly manner by such partner or partners as may be agreed, or in default of agreement, by all partners acting jointly. The assets of the firm shall first be applied in payment and discharge of all debts and liabilities of the Co-Partnership, and the surplus, if any, shall be distributed amongst the partners in proportion to their respective interests as set forth in Article the Fifth hereof.

III. During the winding up of the business, no partner shall, save as may be necessary for the purposes of such winding up, enter into any new contracts or incur any new liabilities on behalf of the firm.

IV. Upon the completion of the winding up and the distribution of the net assets, the partners shall execute such instruments and do all such acts as may be required to effect a final and complete dissolution of the Co-Partnership.

ARTICLE THE THIRTEENTH — Disputes and Arbitration

I. In the event of any dispute, difference, or question arising between the partners touching the construction, meaning, or effect of these Articles, or any clause or matter herein contained, or the rights, duties, or liabilities of the partners hereunder, such dispute shall, if the partners are unable to resolve it by mutual discussion within thirty days of it arising, be referred to a single arbitrator to be agreed upon by the parties, or in default of agreement within fourteen days, to be appointed by the presiding judge of the Superior Court of the County of San Francisco upon the application of any partner.

II. The decision of such arbitrator shall be final and binding upon all parties and shall not be subject to appeal save upon a question of law.

ARTICLE THE FOURTEENTH — Governing Law

I. These Articles of Co-Partnership shall be governed by and construed in accordance with the laws of the State of California, and the partners hereby submit to the jurisdiction of the courts of the said State in respect of all matters arising hereunder.

ARTICLE THE FIFTEENTH — Amendments

I. These Articles of Co-Partnership may be amended, varied, or supplemented at any time by a written instrument signed by all partners, provided that no amendment shall take effect until such instrument has been duly executed by each partner and a copy thereof filed at the principal place of business of the firm.

ARTICLE THE SIXTEENTH — Entire Agreement

I. These Articles of Co-Partnership constitute the entire agreement between the partners with respect to the Co-Partnership hereby formed and supersede all prior negotiations, representations, understandings, and agreements between them relating to the subject matter hereof.

II. No verbal or oral agreement or representation made before or after the execution of these Articles shall have any force or effect in modification or supplement of the terms hereof.

IN WITNESS WHEREOF, the parties hereto have hereunto set their hands and affixed their seals on the day and year first above written.

Signed, Sealed, and Delivered

by FRANCIS CHARLES KILLERTON

in the presence of: ________________________

________________________ [Seal]

Francis Charles Killerton

Signed, Sealed, and Delivered

by THEODORE JAMES CARTWRIGHT

in the presence of: ________________________

________________________ [Seal]

Theodore James Cartwright

Signed, Sealed, and Delivered

by EMILY MARGARET STANTON

in the presence of: ________________________

________________________ [Seal]

Emily Margaret Stanton

Signed, Sealed, and Delivered

by SAMUEL ELIAS HOLLOWAY

in the presence of: ________________________

________________________ [Seal]

Samuel Elias Holloway

Filed for record at the Office of the County Clerk of the City and County of San Francisco, State of California, this Fifteenth Day of June, in the Year of Our Lord One Thousand Eight Hundred and Seventy-Four.