of capital. SEC. 2493. No special partner, under any pretence, withdrawal may withdraw any part of the capital invested by him in the partnership, during its continuance. Stats. 1870, 124, Sec. 14. profits. SEC. 2194. A special partner may receive such lawful Interest and interest and such proportion of profits as may be agreed upon, if not paid out of the capital invested in the partnership by him, or by some other special partner, and is not bound to refund the same to meet subsequent losses. Stats. 1870, 124, Sec. 15. SEC. 2495. If a special partner withdraws capital from Result of the firm, contrary to the provisions of this article, he withdrawing thereby becomes a general partner. Stats. 1870, 124, Sec. 16. capital. transfer void SEC. 2496. Every transfer of the property of a special Preferential partnership, or of a partner therein, made after, or in contemplation of, the insolvency of such partnership or partner, with intent to give a preference to any creditor of such partnership or partner over any other creditor of such partnership, is void against the creditors thereof; and every judgment confessed, lien created or security given, in like manner and with the like intent, is in like manner void. Stats. 1870, 124, Sec. 17. ARTICLE III. LIABILITY OF PARtners. SECTION 2500. Liability of partners. 2501. Of special partners. 2502. Liability for unintentional act. 2503. Who may question existence of special partnership. partners. SEC. 2500. The general partners in a special partner- Liability of ship are liable to the same extent as partners in a general partnership. Stats. 1870, 124, Sec. 18. SEC. 2501. The contribution of a special partner to of special the capital of the firm, and the increase thereof, is liable partners. for its debts, but he is not otherwise liable therefor, except as follows: Liability for unintention. al act. Who may question existence of special 1. If he has wilfully made or permitted a false or materially defective statement in the certificate of the partnership, the affidavit filed therewith, or the published announcement thereof, he is liable, as a general partner, to all creditors of the firm. 2. If he has wilfully interfered with the business of the firm, except as permitted in Art. II of this chapter, he is liable in like manner; or, 3. If he has wilfully joined in, or assented to, an act contrary to any of the provisions of Art. II. of this chapter, he is liable in like manner. SEC. 2502. Stats. 1870, 124, Sec. 19. When a special partner has unintentionally done any of the acts mentioned in the last section he is liable, as a general partner, to any creditor of the firm who has been actually misled thereby to his prejudice. Stats. 1870, 125, Sec. 20. SEC. 2503. One who, upon making a contract with a partnership, accepts from or gives to it a written memopartnership. randum of the contract, stating that the partnership is special, and giving the names of the special partners, cannot afterwards charge the persons thus named as general partners upon that contract, by reason of an error or defect in the proceedings for the creation of the special partnership, prior to the acceptance of the memorandum, if an effort has been made by the partners, in good faith, to form a special partnership in the manner required by Art. I of this chapter. Stats. 1870, 125, Sec. 21. When spe. cial partnership becomes general. ARTICLE IV. ALTERATION AND DISSOLUTION. SECTION 2507. When special partnership becomes general. SEC. 2507. A special partnership becomes general if, within ten days after any partner withdraws from it, or any new partner is received into it, or a change is made in the nature of its business or in its name, a certificate of such fact, duly verified and signed by one or more of the partners, is not filed with the County Clerk and Recorder with whom the original certificate of the partnership was filed, and notice thereof published as is provided in Art. I of this chapter for the publication of the certifi cate. Stats. 1870, 125, Sec. 22. SEC. 2508. New special partners may be admitted into a special partnership upon a certificate, stating the names, residences and contributions to the common stock of each of such partners, signed by each of them, and by the general partners, verified, acknowledged or proved, according to the provisions of Art. I of this chapter, and filed with the County Clerk and Recorder with whom the original certificate of the partnership was filed. Stats. 1870, 125, Sec. 23. of special SEC. 2509. A special partnership is subject to dissolu- Dissolution tion in the same manner as a general partnership, except partnerships that no dissolution, by the act of the partners, is complete until a notice thereof has been filed and recorded in Notice. the office of the County Clerk and Recorder with whom the original certificate was recorded, and published once in each week, for four successive weeks, in a newspaper printed in each county where the partnership has a place of business. Stats. 1870, 125, Sec. 24. SEC. 2510. The name of a special partner must not be used in the firm name of partnership, unless it be accompanied with the word "Limited." Stats. 1870, 125, Sec. 25. NOTE.-This entire chapter was adopted in 1870, by our Legislature, from the New York Civil Code, vol. 2, Tit. X, pages 381 to 404, and has only been changed in language and divided into articles. CHAPTER IV. MINING PARTNERSHIPS. SECTION 2516. Special mining partnerships formed as other special partner ships. Additional statement in certificate. Meeting to levy assess called and how proved to be valid. SECTION 2517. Meeting to levy assessments, how called and how proved to be valid. 2518. How notices shall be served and proof thereof made. 2519. Assessment, what and how levied. When to be paid, and shares, how forfeited and to whom. 2520. How, on what notice, and by whom sales to be made. Deed 2521. Assessments not to exceed certain amount. Additional a5 SEC. 2516. All special partnerships, formed for the purpose of mining within this State, must comply with all the provisions of Art. I, Chap. II, of this Title, in the formation of such copartnerships; when so formed such special partnerships have all the powers and rights conferred, and are subject to all the duties and liabilities. imposed by this Title. The certificate must, in addition to the requirements of Art. I, Chap. III, of this Title, contain the name and location of the mine or mines proposed to be worked or prospected. [New section.] SEC. 2517. Any member of a mining partnership may ments, how notify the other members thereof of his purpose to have levied against all the owners, an assessment wherewith to prospect, develop or work their mine, designating in the notice a time and a place, within the county where the mine is situate, for a meeting to be held therefor. Five days previous to the day on which the meeting is to be held, the notice must be served on each partner residing in this State, and on the agent (if any residing in this State) of any partner residing out of the State. Proof of service upon ail such partners, whether a majority are present or not, makes the proceedings in levying an assessment had at the meeting of which notice is so given, valid and binding on all the members, and on their shares of the mine. How notices shall be served and proof thereof made. Stats. 1866, 828, Sec. 2. SEC. 2518. All notices to members, required under this chapter, must be served as follows: 1. If the party to be served resides in the county where the mine is located, it must be delivered to him personally or left at his place of residence. 2. If the party resides out of the county and within the State, the notice must be sealed in an envelop, addressed to him at his known or last place of residence, pre-paid and mailed or expressed; service is complete three days after depositing it in the Post-office or express. 3. If the party is out of the State, the notice must be published for eight successive weeks in that newspaper published nearest the mine of the partnership; service is complete on the eighth issue of the paper containing the notice. Proof of service must be made by affidavit to the truth of the return, specifying the acts constituting service by the person serving, mailing or publishing it, attached to a copy of the notice, and filed with the member calling the meeting, or the Secretary of the partnership. Stats. 1866, 829, Sec. 4. SEC. 2519. At such meeting a majority of the shares present may levy an assessment upon all the owners, proportional to their respective shares or interests in the mine, and fix the time-not less than thirty days-within which the assessment must be paid, either in money or labor; and if not paid within the time specified, the delinquents must be notified of the amount for which they are delinquent, in the same manner as provided in the preceding section. If the member delinquent fails to discharge the assessment, if in money, or commence work, if it is a labor assessment, for ten days after the service of notice is completed, his shares or interest in the mine becomes the property of the partners who are not delinquent, and may be in whole or in part sold to pay the delinquent assessments, with costs of sale. Stats. 1866, 828-9, Secs. 2, 3, 5. SEC. 2520. The sales mentioned in the preceding section must be by a Sheriff, Constable, or an auctioneer, at the mining claim, after ten days' previous notice, given by posting notices containing the amount of the delinquent assessment, the shares or interest, and the name of the owner thereof against which it is levied, and the time and place of sale, in three public places within the district where the mine is located. The sale must be at public auction. The person paying the delinquent assessment thereon for the smallest number of shares or feet of the delinquent interest becomes the purchaser. The purchaser must receive, from the auctioneer or officer selling, a deed to the feet or shares sold, conveying the |