Changes in

business to dissolve partnership.

Rights and liabilities of

Supplemental sections of Act.

Approved March 30, 706.

[Sections 1, 2 and 3 contain the above amendments.

9045. SEC. 4. Every alteration which shall be made in the names of the partners, in the nature of the business, or in the capital or shares thereof, or in any other matter specified in the original certificate, and the death of any partner, whether general or special, shall be deemed as dissolution of the partnership; and every such partnership which shall, in any manner, be carried on after any such alteration shall have been made or such death shall have occurred, shall be deemed a general partnership in respect to all business transacted after such alteration or death, unless renewed as a special partnership according to the provisions of this act. 9046. SEC: 5. A special partner may, from time to time, examine into special partners the state and progress of the partnership concerns, and 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 payment 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. He may also negotiate sales, purchases and other business for the partnership; but no business so negotiated shall be binding upon the partnership until approved by a general partner. Excepting as herein mentioned, he shall not transact any business on account of the partnership, nor be employed for that purpose, as agent, attorney or otherwise. If he shall interfere contrary to these provisions, he shall be deemed a general partner.

When special partners may claim as a

creditor.

Act to apply.

9047. SEC. 6. In case of the insolvency or bankruptcy of the partnership, no special partner shall, except for claims contracted pursuant to section five of this amendatory act, under any circumstances, be allowed to claim as a creditor until the claims of all the other creditors of the partnership shall be satisfied.

9048. SEC. 7. This act shall take effect immediately, and shall apply as well to such partnerships existing at the time of the passage hereof as to those thereafter formed.

Formation of special partnerships.

Of what to consist.

Certified statement.

Acknowledged and recorded.

II.

PARTNERSHIPS, SPECIAL.

An Act to authorize the formation of special partnerships.

Approved March 4, 1870, 123.

9049. SECTION 1. A special partnership may be formed, by two or more persons, in the manner and with the effect prescribed in this act, for the transaction of any business, except banking or insurance.

9050. SEC. 2. A special partnership may consist of one or more persons called general partners, and one or more persons called special partners.

9051. SEC. 3. Persons desirous of forming a special partnership must severally sign a certificate, stating

First-The name under which said partnership is to be conducted; Second-The general nature of the business intended to be transacted; Third-The names of all the partners and their residences, specifying which are general and which are special partners;

Fourth-The amount of capital which each special partner has contributed to the common stock; and,

Fifth-The periods at which such partnership will begin and end.

9052. SEC. 4. A certificate under the last section must be acknowledged by all the partners, before some officer authorized to take acknowledgment of deeds, and recorded in the office of the recorder of the

county in which the principal place of business of the partnership is situated, in a book to be kept for that purpose, open to public inspection; and if the partnership shall have places of business situated in different counties, a copy of the certificate, certified by the recorder in whose office it shall be recorded, shall be filed and recorded, in like manner, in the office of the recorder in every such county. If any false statement shall False statebe made in any such certificate, all the persons interested in the partnership shall be liable, as general partners, for all the engagements thereof.

ment.

sums con

9053. SEC. 5. An affidavit of each of the partners, stating that the Affidavit of sums specified in the certificate of the partnership, as having been con- tributed. tributed by each of the special partners, have been actually and in good faith paid, in the lawful money of the United States, must be filed in the same office with the original certificate.

9054. SEC. 6. No special partnership is formed until the provisions of No partnership, the last five sections are complied with.

9055. SEC. 7. The certificate mentioned in section third, or a statement Certificate to of its substance, must be published in a newspaper printed in the county be published. where the original certificate is filed, and if no newspaper be there printed, then in a newspaper in the State, nearest thereto. Such publication must be made once a week for four successive weeks, beginning within one week from the time of filing the certificate. In case such pub- Non-publicalication be not so made, the partnership shall be deemed general.

tion.

publication

9056. SEC. 8. An affidavit of the making of the publication mentioned Affidavit of in section seventh, made by the printer, publisher, or chief clerk of the filed with newspaper in which such publication is made, may be filed with the county recorder. recorder with whom the original certificate was filed, and shall be presumptive evidence of the facts therein stated.

9057. SEC. 9. Every renewal or continuance of a special partnership must be certified, recorded, verified and published in the same manner as upon its original formation.

Renewal of special part

nership.

9058. SEC. 10. The general partners only have authority to transact What to do. the business of a special partnership.

Special partners

9059. SEC. 11. A special partner may at all times investigate the part- may advise. nership affairs, and advise his partners, or their agents, as to their management.

Insolvency.

9060. SEC. 12. A special partner may lend money to the partnership, May loan money or advance money for it, and take from it security therefor, and as to such loans or advances has the same rights as any other creditor; but, in case of the insolvency of the partnership, all other claims which he may have against it must be postponed until all other creditors are satisfied. 9061. SEC. 13. In all matters relating to a special partnership, its general partners may sue and be sued alone, in the same manner as if there were no special partners.

ners may sue and be sued.

General part

of capital.

9062. SEC. 14. No special partner, under any pretence, may withdraw Withdrawal any part of the capital invested by him in the partnership, during its continuance.

profits.

9063. SEC. 15. 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. 9064. SEC. 16. If a special partner withdraws capital from the firm, contrary to the provisions of section fourteen, he thereby becomes a gen- capital. eral partner.

Result of

withdrawing

transfer void.

9065. SEC. 17. Every transfer of the property of a special partnership, Preferential 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.

Liability of partners.

Of special partners.

Same.

Errors in creation of

ships, when not to affect.

9066. SEC. 18. The general partners in a special partnership are liable to the same extent as partners in a general partnership.

9067. SEC. 19. The contribution of a special partner to the capital of the firm, and the increase thereof, is liable for its debts, but he is not otherwise liable therefor, except as follows:

First If he has willfully 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;

Second-If he has willfully interfered with the business of the firm, except as permitted by sections ten and eleven, he is liable in like manner;

or,

Third-If he has willfully joined in, or assented to, an act contrary to any of the provisions of sections fourteen and seventeen, he is liable in like manner.

9068. SEC. 20. 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.

9069. SEC. 21. One who, upon making a contract with a partnership, special partner accepts from or gives to it a written memorandum 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 law.

When special partnership becomes general.

How new

special partners may be

admitted.

Dissolution.

Notice.

Name of special partner not used, unless.

9070. SEC. 22. 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 recorder with whom the original certificate of the partnership was filed, and notice thereof published, as is provided in section seven.

9071. SEC. 23. 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 according to section five, acknowledged or proved, and filed, according to section four, with the county recorder with whom the original certificate of the partnership was filed.

9072. SEC. 24. A special partnership is subject to dissolution in the same manner as a general partnership, except that no dissolution, by the act of the partners, is complete until a notice thereof has been filed and recorded in the office of the county 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.

9073. SEC. 25. The name of a special partner shall not be used in the firm name of partnership, unless it be accompanied with the word "limited."

9074. SEC. 26. Special partnerships hereafter formed shall be under the provisions of this act. An act entitled an act to authorize the formation of limited partnerships, passed April fourth, eighteen hundred and fifty, is hereby repealed, except as to any existing partnerships formed under said act, and as to such, it shall remain in full force and virtue. SEC. 27. This act shall take effect immediately.

Pasturage of Stock.

An Act to secure a lien on live stock kept, fed or pastured by ranchmen and stable keepers.

Approved April 4, 1870, 723.

pastured.

9075. SECTION 1. The proprietors of stables and ranches or farms, shall Lien on stock have a lien on all live stock pastured, kept or fed by them, under contract with the owners thereof, for the amount and value of the care, feed or pasturage of such live stock, and shall be entitled to recover and hold possession of such live stock until the amount of such lien shall be paid. 9076. SEC. 2. Such proprietors shall have power to proceed and collect such debts and foreclose such liens, in the same manner as other debts and liens are collected and foreclosed upon other personal property in civil actions.

Pawnbrokers and Pledgees.

Amendment to Act defining their duties and liabilities, approved April 17, 1861, 184.

Approved April 4, 1870, 820.

9077. SECTION 1. Every person or firm engaged in the business of a Register to pawnbroker or pledgee, or of the purchase or sale of second-hand cloth- be kept. ing, wares or merchandise, shall keep a register book of the size known by stationers as six quarto extra cap, in which shall be made an entry, with ink, in the English language, at the time of loan, pledge or purchase, a true and accurate account and description of every article of property pledged or purchased, the name and residence of the pledger or vendor, the date, duration, amount and rate of interest of every loan made, or the date and hour of purchase of any property purchased, and shall, if any loan be made or property pledged, at the time of the loan or pledge, deliver to the pledgor a written or printed memorandum, signed by him, her or them, containing a copy of said entry, and shall in like manner keep an account of all sales made by him, her or them.

inspection.

9078. SEC. 6. Every pawnbroker or pledgee, or purchaser or seller of Open to second-hand clothing, wares or merchandise, shall exhibit his, her or their register book and all articles received in pledge or purchased by him, her or them, and his, her or their account of purchases or sales, to any sheriff, constable, or police officer possessing the necessary writ or warrant to search for personal property. It shall be the duty of every pawnbroker. or pledgee, or any purchaser or seller of second-hand clothing, wares and merchandise, to produce his, her or their register book, for inspection, to any sheriff, constable, or police officer, whenever so required by the order of any committing magistrate of the county, and such order may be made by such magistrate whenever he shall deem it expedient for the purpose of ascertaining the place of concealment of any stolen property.

violation.

9079. SEC. 7. Every pawnbroker, pledgee, or purchaser or seller of Penalty for second-hand clothing, wares and merchandise, who shall violate the provisions of this act, shall be deemed guilty of a misdemeanor, and upon conviction shall be fined in a sum not less than fifty nor exceeding five hundred dollars, or by imprisonment in the county jail for a term not exceeding six months, or by both such fine and imprisonment.

Evidence.

Petroleum.

An Act to provide for the better protection of the petroleum mining interests of this
State.
Approved March 17, 1866, 286.

9080. SECTION 1. In actions respecting petroleum mining claims, proof shall be admitted of the customs, usages, regulations, or local laws established and in force in the petroleum mining district embracing such claim; and such customs, usages, regulations, or local laws, when not in conflict with the constitution and laws of this State, shall govern the decisions of the action.

SEC. 2. This act shall take effect and be in force from and after its passage.

Pilot commissioners.

Oath of office.

Term of office.

Powers of board.

Secretary.

Pilots.

An Act to establish pilots and pilot regulations for the ports of San Francisco, Mare Island, Vallejo and Benicia.

Approved March 22, 1870, 344.

9081. SECTION 1. It shall be the duty of the governor, by and with the advice of the senate, to appoint three experienced and competent shipmasters or nautical men, who shall be citizens of the United States and residents of the cities of San Francisco or Oakland, Vallejo or Benicia, or of the towns of Brooklyn or Alameda, and the said three persons shall constitute a board of pilot commissioners for the ports of San Francisco, Mare Island and Benicia.

9082. SEC. 2. Each commissioner shall, before entering upon his official duties, take the following oath or affirmation, which shall be indorsed on his commission, and shall be signed by him and certified by the county judge of the county of San Francisco: "I do solemnly swear (or affirm, as the case may be) that I will support the constitution of the United States and the constitution of the State of California, and that I will faithfully discharge the duties of the office of pilot commissioner without fear, favor or affection, according to the best of my ability.'

9083. SEC. 3. The commissioners shall hold their offices during the pleasure of the power appointing them, not exceeding four years from the date of their commission. Vacancies in the board of commissioners shall be filled in the same manner as appointments are made.

9084. SEC. 4. The board of commissioners shall keep an office at San Francisco, and shall meet therein at least once in each month. It shall elect one of their members president, who shall be authorized to administer oaths, and under his hand and private seal to issue subpoenas for the attendance of witnesses, in all cases arising before the board under this act. A witness disobeying such subpoena shall forfeit and pay a sum not exceeding one hundred dollars, which may be sued for and recovered in a civil action, in the name of the president of the board. It shall make bylaws and rules for its own government, and all needful rules and regulations for the government of the pilots, not inconsistent with the laws of this State or of the United States. A majority of such board shall constitute a quorum for the transaction of business, and may meet and adjourn from time to time, according to agreement or appointment.

9085. SEC. 5. The board may appoint a secretary and fix his compensation, not to exceed two hundred and fifty dollars a month, whose duty it shall be to keep correct minutes of all the proceedings of the board, in books to be provided for that purpose, and to register the names of all the pilots, with the dates of their licenses and places of residence. The books and register shall always be open to public inspection.