thereof shall be withdrawn, nor any division of interest or profits be made, so as to reduce said capital stock below the sum stated in the certificate above mentioned; and if, at any time during the continuance, or at the termination of the partnership, the property or assets shall not be sufficient to pay the partnership debts, then the special partners shall severally be held responsible for all sums by them received, withdrawn or divided, with interest thereon from the time when they were so withdrawn or divided respectively. (1582.) SEC. 16. No general assignment by such partnership, of When assignits property or effects, in case of insolvency, or where their goods and estates are insufficient for the payment of all their debts, shall be valid, unless it shall provide for the distribution of all the partnership property and effects among all the creditors, in proportion to the amount of their several claims; excepting claims of the United States, arising from bonds on duties which are first to be paid or secured.

ment invalid.

tive to assign.

(1583.) SEC. 17. In case of an assignment, as provided for in the Provisions relalast preceding section, the assent of the creditors shall be presumed, ment, etc. unless they shall, within sixty days after notice thereof, dissent, either expressly, or by some act clearly implying such dissent; and no such assignment shall be valid, unless notice thereof shall be published in some newspaper printed in the county where the place of business of the parties making it is situated, or if no newspaper be printed in such county, then in some newspaper printed in an adjoining county, or at the seat of government, within fourteen days after making such assignment.

prosecuted.

(1584.) SEC. 18. All suits respecting the business of such part- Suits, how nership shall be prosecuted by and against the general partners only, except in those cases in which provision is made in this chapter that the special partners shall be deemed general partners, and that special partnerships shall be deemed general partnerships, in which cases all the partners deemed general partners may join or be joined in such suits; and excepting also those cases were special partners shall be held severally responsible on account of any sums by them received, or withdrawn from the common stock, as above provided.

limited partner

(1585.) SEC. 19. No dissolution of a limited partnership shall Dissolution of take place, except by operation of law, before the time specified in ship. the certificate before mentioned, unless a notice of such dissolution shall be recorded in the registry in which such certificate, or the certificate of renewal or continuance of the partnership, was recorded, and in every other registry where a copy of such certifi

Rights and liabilities of part

ners.

Limited partnerships not

by reason of alteration.

Proviso.

Certificate of alteration in partnerships.

cate was recorded, and unless such notice shall also be published six weeks successively in some newspaper printed in the county where the certificate of the formation of such partnership was recorded; or if no newspaper shall, at the time of such dissolution, be printed in such county, then in some newspaper printed at the seat of government.

(1586.) SEC. 20. In all cases not otherwise provided for in this chapter, the members of limited partnerships shall be subject to all the liabilities and entitled to all the rights of general partners. (1587.) SEC. 21. No limited partnership shall be deemed a gendeemed general eral partnership by reasons of any alteration in the names of the partners, as provided in section thirteen of this chapter, occasioned by one or more of the general partners selling his interest therein to the other general partner or partners, or to any other person or persons, nor by reason of one or more of the special partners selling his interest and stock therein to the other special partner or partners, or to any other person or persons: Provided, That no capital stock shall be thereby withdrawn so as to reduce the capital stock below the sum stated in the original certificate mentioned in section four of this chapter: And provided also, That within thirty days after any such alteration, the remaining or succeeding partners shall make and severally sign a certificate, stating the fact of such alteration, and the name or firm under which the business is to be continued, the names of the remaining or succeeding general and special partners, specifying which are general and which are special partners, and their respective places of residence, and the amount of capital stock which each of the remaining or sucAcknowledged ceeding partners shall own after such alteration; which certificate shall be acknowledged as provided in section five of this chapter, and with the certificate of such acknowledgment shall be filed in the same clerk's office in which such original certificate was filed, and at the time of filing the same, an affidavit of one or more of the remaining general partners shall also be filed in the same office, stating the fact of such alteration, and that the capital stock has not been reduced by such alteration below the sum stated in said original certificate; and if any false statement be made in said certificate or affidavit, provided for in this section, all the persons interested in such partnership shall be liable as general partners for all the engagements thereof.1

and filed.

Affidavit of alteration.

1 See note 1 following.

ation to be pub

(1588.) SEC. 22. Within the same time above provided, for mak- Notice of altering and filing such certificate and affidavit, the fact of such altera- lished. tion and the names of the remaining or succeeding general and special partners, designating which are general and which special, and the amount of capital stock of each special partner, shall be published in the same manner and for the same length of time provided in section ten of this chapter, and affidavits of such publication may be made and filed as provided in section eleven, and with like effect.'

original partner

(1589.) SEC. 23. The liability of the persons composing the origi- Liabilities of nal partnership shall remain unchanged, except as between each ships. other, until the certificate and affidavit shall be filed and the notice duly published, as hereinbefore provided.1

(1590.) SEC. 24. A special partner may from time to time exam- Rights of a ine into the state and progress of the partnership concerns, and special partner. may advise as to their management; he may also loan money to, and advance and pay money for the partnership, and may take and hold the notes, drafts, acceptances, and bonds of or belonging to the partnership, as security for the repayment of such moneys and interest, and may use and lend his name and credit as security for the partnership, in any business thereof, and shall have the same rights and remedies in these respects as any other creditor might have.1

1 The last four sections added by Act 144 of the Laws of 1861, p, 228, approved and took effect March 18, 1861.

CHAPTER XXXVII.

PRIVATE ASSOCIATIONS AND PARTNERSHIPS FOR
MINING AND MANUFACTURING

PURPOSES.

Persons may associate for mining and manufacturing purposes.

Articles of association.

An Act to regulate private associations and partnerships.

[Approved May 18, 1846. Laws of 1846, p. 265.]

(1591.) SECTION 1. Be it enacted by the Senate and House of Representatives of the State of Michigan, That any five or more persons who shall be desirous of uniting in a partnership or association for the purpose of mining and manufacturing iron, copper, or other materials, in any form, within the limits of this State, or for the purpose of making from the ore any kind of metal, in any form, or mining for ores of any kind from which metal is or may be extracted, may make, sign, and acknowledge before a judge of any court of record in this State, or a master in chancery, or justice of the peace, and file in the office of the Secretary of this State, and in the office of the register of the county where the operations of the company are intended to be conducted, if organized, and if not, then in the office of the register of the county to which it may be attached for judicial purposes; and if it be not so attached, then in the office of the register of the nearest organized county in this State, articles of agreement and copartnership in writing, in which shall be stated the name which they may agree upon for the said partnership or association, and the objects for which it is formed; the period of its continuance; the amount of capital stock; the number of shares of which the said stock shall consist; the number of trustees and their names, and who shall manage its concerns the first year; and the names of the township and county in which the operations of said association or partnership are to be carried on.

ciations.

(1592.) SEC. 2. As soon as such certificate and articles shall be Powers of assofiled as aforesaid, the persons who shall have signed and acknowledged the same, and their assigns, for such time as they may agree upon, not exceeding twenty-five years next after the day of filing such articles of agreement and copartnership, and for the more convenient transaction of their business by the copartnership name, as stated in such agreement, shall in law be capable of buying, purchasing, holding, conveying, selling, and transferring any lands, tenements, hereditaments, goods, wares, and merchandise whatsoever, necessary to enable them to carry on their operations mentioned in said articles: Provided, That in all conveyances, How conveyassignments, deeds, or other transfers of property by said associa- executed by. tion or company, the instruments of conveyance shall be signed by the said secretary and a majority of the trustees thereof, and acknowledged before some officer qualified to take proof and acknowledgment of deeds and other conveyances.

ances, etc., to be

manage affairs

(1593.) SEC. 3. The stock, property, affairs, and concerns of such Trustees to company shall be managed and conducted by trustees, a majority of company. of whom shall be permanent residents of this State. They shall be elected at such time and place and in such manner as shall be directed by the by-laws of the same. Said trustees shall choose one of their number president, and appoint a secretary, one of whom shall be a permanent resident of this State; and whenever any vacancy shall happen among the trustees by death, resignation, or removal out of the State, such vacancy shall be filled for the remainder of the year in such manner as shall be provided by the by-laws of the association: Provided always, That the number of Proviso. trustees shall not exceed nine, and they shall be members of the company, and stockholders in the same.

ment to be filed.

(1594.) SEC. 4. Each company organized under this act shall, Yearly stateduring the month of January in each year, make and file under the oath of the president or a director thereof, in the office of the Secretary of State, a statement of the names and number of shares held by each, and the places of residence, if known, of all the stockholders or shareholders in such company, on the first day of said month of January.

election of trus

not dissolved.

(1595.) SEC. 5. In case it shall at any time happen that an elec- When no tion of trustees be not made on the day when by the by-laws it tees, partnership ought to have been done, the said partnership for that cause shall not be dissolved; but it shall and may be lawful on any other day to hold an election for trustees, in such manner as shall be directed by the by-laws.