Frankl Wayland-Smith discusses the agreement to establish the "Oneida Community Limited" in November 1880.
Constance Noyes Robertson, Oneida Community: The Breakup, 1876-1881 (New York: Syracuse University Press, 1972), 309-11
Frank Wayland-Smith commented:
. . .
It was decided to organize a "limited liability" company, under the style, "Oneida Community Limited." The capital stock was put at $60,000. we works away for a long time at the details of the new system. One point that required much attention was to so arrange matters that no one should be allowed to subscribe until he or she had signed a release to the four property holders of the Community, and an agreement to let all bygones be bygones, cutting of all legal claims based on the past, and assenting to certain conditions as to the control of the stock. On these points there was much disagreement, and it looked at one time as if the whole reorganization would fall through. A few of the most bitter and selfish persons took counsel of James W. Towner how they might stay the proceedings. Towner himself did not like the proposed form of release. He openly said in Evening Meeting that he wanted to be left free to institute a libel suit after the settlement.
But a large majority were for pushing ahead, so, after taking careful counsel of Hon. Francis Kernan of Utica, it was voted that the following paper should be signed by every adult before he or she was allowed to subscribe. The form of receipt and release was drawn by Mr. Kernan.
"Received of John H. Noyes, Erastus Hamilton, William H. Woolworth, and Charles Otis Kellogg, a co-partnership doing business under the firm name of the Oneida Community, the several sums set opposite our respective names being ten per cent of the value of the share or part of the property of the said Community awarded to the subscribers respectively in the plan of division of property adopted and accepted on or about September 15th, 1880, which said share or part the subscribers severally agree to accept in full settlement and satisfaction of all claims demands or causes of action of every nature whatsoever either in law or equity against the members of the said co-partnership is the business representative, who have signed this instrument. And for a valuable consideration by each received from the others, the parties hereto mutually release and discharge each other of and form all claims, demands and causes of action whatever concerning or touching property or rights of property or personal injuries or torts, which either or any of them may have against the others or any of the other subscribers hereto.
Dated and sealed, November 1880."
AGREEMENT AS TO CONTROL OF STOCK
"We, the subscribers, proposing to organize a business corporation to be called 'Oneida Community Limited,' do hereby covenant and agree one with another and each for himself as future stockholders of said company, as follows:
First. That any of the shares of stock owned and held by us, or either of us, may be sold, given or otherwise conveyed to any other stockholder of said corporation, or to any person, either minor or adult, who is, at the time of the organization of said corporation a member of the society known as the Oneida Community, at any time after said stock shall have been fully paid for, without notice, at the pleasure of the owner or holder.
Second. that for the purpose of guarding against such transfers and conveyances of stock as might embarrass or injure the said Corporation, we will not sell, give, pledge, or otherwise convey, or offer for sale or pledge, or make a contract to sell, give, pledge, or otherwise convey any of our stock in said corporation which we hold or own or have any control of, to any person outside of, or who does not own any stock in the said Corporation and who was not at the time of the organization of said corporation, a member of the society known as Oneida Community, for a period of three years from the first subscription for said stock, without the consent of two-third of the Board of Directors of said corporation.
Third. That if, at any time after the said period of three years shall have expired we desire to sell, give, pledge or otherwise convey our stock or any part of the same, we will give to the President or Secretary of said corporation—who is to notify all the stockholders by suitable written or printed notice—at least sixty days notice in writing of our intention to sell, or otherwise convey the same and we will see or transfer the same to any of the stockholders on payment to us or offering payment to us of real value of said stock within the period of sixty days.
Fourth. This is the case of disagreement between contracting parties as to the real value of the sock of the said Oneida Community, Limited, then the decision shall be left to three arbiters, one of whom may be chosen by the person wishing to sell another by the Board of Directors of said corporation, and the third by these two; and their decision or that of a majority of them shall be conclusive as o the real value of said stock."