Numerous societies exist composed of a large and changing membership which are not incorporated. Within this class are clubs for social purposes, charitable and political societies, and also associations whose object is the transaction of business for profit.
The common law recognized no entity in such associations. The act of an officer or agent of such a society bound others, if at all, as individuals. Whether members become so bound as individuals depends on the law of agency and partnership. If the association is formed for conducting business for the purpose of profit, it is a partnership and the liability of the individual members upon the debts incurred or contracts made on behalf of the association by officers or individual members, is governed by the law of partnership.42 Such an unincorpov. Bardon, 80 Wis. 635, 50 N. W. 776. Cf. Abbott v. Hapgood, 150 Mass. 248, 22 N. E. 907, 5 L. R. A. 586, 15 Am. St. Rep. 193, and cases cited; Koppel v. Massachusetts Brick Co., 192 Mass. 223, 78 N. E. 128.
40 See Kelner v. Baxter, L. B. 2 C. P. 174.
41 See O'Rorke v. Geary, 207 Pa. 240, 243,56Atl.541.
N. E. 770; Van Vlieden v. Welles, 6 Johns. 85; Shields v. Clifton Hill Land Co., 94 Tenn. 123, 28 S. W. 668, 26 L. R. A. 509, 45 Am. St. Rep. 700; Ennis Cotton Oil Co. v. Burks (Tex Civ. App), 39 S. W. 966.
42 Hodgson v. Baldwin, 65 111. 532; Manning v. Gasharie, 27 Ind. 399; English v. Wall, 12 Rob. (La.) 132; Beaman v. Whitney, 20 Me. 413; At-kins v. Hunt, 14 N. H. 205; Farmtm v. Patch, 60 N. H. 294, 49 Am. Rep. 313; Edgerly v. Gardner, 9 Neb. 130, 1 N. W. 1004; Wells v. Gates, 18 Barb. 554; Imperial Shale Brick Co. v. Jewrated association for the transaction of business frequently follows in its organization the analogy of a corporation. Transferable certificates are issued showing the share of the holder in the common enterprise, and by-laws are adopted and officers elected as if the association were a corporation. It is, however, a partnership, and the individual members are liable, as partners, on obligations incurred by the officers within the scope of their authority.43 This is true though the association by the terms of its organization is cooperative and the surplus above "dividends" of six per cent to the shareholders is to be distributed to purchasers.44 Unlike ordinary partnerships the death of one member of such a joint-stock association does not dissolve the partnership as to the survivors; 45 nor does the transfer of shares.46 Unlike ordinary partnerships also, the control of the business is ordinarily vested in officers or managers, and no implied power exists in other members to bind their associates.47
One who becomes a member is not liable upon obligations created before he joined the association unless for sufficient consideration he has assumed such liability.48 In that event ett, 169 N. V. 143, 62 N. E. 167; Smith v. Hollister, 32 Vt. 695; Stimson v. Lewis, 36 Vt. 91; Tenney v. New Engl. Protec. Union, 37 Vt. 64; Henry v. Jackson, 37 Vt. 431. See also Williams v. Milton, 215 Mass. 1, 102 N. E. 355.
43 Perring v. Hone, 4 Bing. 28; Fox v. Clifton, 6 Bing. 776; Merchants' Nat. Bank v. Wehnnann, 202 U. S. 295, 300, 26 S. Ct. 613, 50 L. Ed. 1036; Davis v. Beverly, 2 Cranch C. C. 35; Grady v. Robinson, 28 Ala. 289; McConnell v. Denver, 36 Gal. 365, 95 Am. Dec. 107; Bennett v. Lathrop, 71 Conn. 613, 42 Atl. 634; Pettis v. Atkins, 60 111. 454; Haney etc., Mfg. Co. v. Adaza Cooperative Creamery, 108 Ia. 313, 79 N. W. 79; Frost p. Walker, 60 Me. 468; Tyrrell v; Washburn, 6 Allen, 466; Ashley v. Dowling, 203 Mass. 311; Willson v. Owen, 30 Mich. 474; Atkins v. Hunt, 14 N. H. 205; Rianhard v. Hovey, 13
Oh. 300; Hess v. Werts, 4 S. & R, 356; Shamburg v. Abbott, 112 Pa. St. 6, 4 Atl. 518; Hardy v. Norfolk Mfg. Co., 80 Va. 404; Kimmins v. Wilson, 8 W. Va. 584; Werner v. Leisen, 31 Wis. 169.
44Ashley v. Dowling, 203 Mass. 311, 89 N. E. 434, 133 Am. St. Rep. 296.
45 Baird's Case, L. R. 5 Ch. 725; Tyrrell v. Washburn, 6 Allen, 466; Taber v. Breck, 192 Mass. 355, 78 N. E. 472; Walker v. Wait, 50 Vt. 668.
46 Troy Iron Ac. Factory v. Winslow, 45 Barb. 231; Cothran v. Perry, 8 W. & S. 262, and see cases in the preceding note.
47 Greenwood's Case, 3 De G. M & G. 459, 477.
48 Hornberger v. Orchard, 39 Neb. 639, 58 N. W. 425; Fuller v. Rowe, 57 N. Y. 23; Barry v. Nuckolls, 2 Humph. 324. Nor is he liable for obligations incurred after be has ceased to be a member to the knowledge of the plainhis liability would be determined by the principles governing contracts to assume and pay debts due to third persons.49