VERDICT. of one on the day of e-r At a court of inquiry held at thousand eight hundred and in and for the county of spondent; the jury find that the facts alleged in the said complaint are true, that the said is guilty thereof, and the said ought to have restitution of the premises therein described, without delay (or in case the jury do not find the allegations of complaint proved, then) the jury find that the facts alleged in the said complaint are not proved, and that the said is not guilty thereof. Foreman. AN ACT relative to limited partnerships. Verdict. what pur § 1. Limited partnerships for the transaction of any agricultural, Limited partmercantile, mechanical, mining, smelting or manufacturing business nerships, for within this territory, and for no other purpose whatever, may be poses allowformed by two or more persons, upon the terms, with the rights and powers, and subject to the conditions and abilities [liabilities] herein prescribed. ed. special part $2. Such partnership shall consist of one or more persons, who Liability of shall be called general partners, and who shall be jointly and seve-general and sally responsible, as general partners now are by law, and of one ners. or more persons, who shall contribute in actual cash payments, a specified sum as capital to the common stock, who shall be called special partners, and who shall not be liable for debts of the partnership, beyond the fund so contributed by him or them to the capital. $3. The general partners only, shall be authorized to transact Business by business and sign for the partnership, and to bind the same. whom conducted. $ 4. The persons desirous of forming such partnership, shall Limited make and severally sign a certificate, which shall contain, First, partnership the name or firm under which such partnership is to be conducted. Second, the general nature of the business intended to be transacted. Third, the names of all the general and special partners interested therein, distinguishing which are general and which are special partners, and their respective places of residence. Fourth, the amount of capital which each special partner shall have contributed to the common stock. Fifth, the period at which the partnership is to commence, and the period that it will terminate. $5. The certificate shall be acknowledged by the several persons Ib! signing the same, in the manner, and before the same persons that deeds are now acknowledged; and the said acknowledgment shall be certified in the same manner as the acknowledgment of deeds is now certified. § 6. The certificate so acknowledged and certified, shall be recorded and filed in the office of the register of deeds of the proper county in which the principal place of business of the partnership shall be situated; and shall also be recorded by him at large, in a book to be kept for that purpose, open to inspection. If the partnership shall have places of business situated in different counties, a transcript of the certificate, and of the acknowledgment thereof, duly certified by the register in whose office it shall be filed, and under Ib.. Limited how formed. his official seal, shall be filed and recorded in like manner, in the office of the register of every such county. $7. At the time of filling the original certificate, with the evipartnership dence of the acknowledgment thereof, as before directed, an affidavit of one or more of the general partners shall also be filed in the same office, stating the sums specified in the certificate to have been contributed by each of the special partners, to the common stock, and to have been actually and in good faith paid in cash. Ib. Partners to publish terms of $8. No such partnership shall be deemed to have been formed until a certificate shall have been made, acknowledged, filed and recorded, nor until an affidavit shall have been filed as above directed. And if any false statement be made in such certificate or affidavit, all the persons interested in such partnership shall be liable for all the engagements thereof as general partners. $9. The partners shall publish the terms of the partnership, when registered, for at least six weeks immediately after such registry, in partnership, a newspaper published in the county where the principal busi &c. Proof of ness of the partnership shall be carried on, if there be one published in that county; if not, then in a newspaper in the territory nearest to the said place of business, to be designated by the register of deeds of the county in which said registry shall be made; and if such publication be not made, the partnership shall be deemed general. $10. Affidavits of the publication of such notice, by the printers publication of the newspaper in which the same shall be published, may be filed with the register of deeds in the county where the principal business of the partnership may be carried on, and shall be evidence of the facts therein contained. Proceedings ship. S11. Every renewal or continuation of such partnership, beyond on renewal the time originally fixed for its duration, shall be certified, acknowof partner ledged and recorded, and an affidavit of a general partner be made and filed, and notice be given in the manner herein required for its original formation; and every such partnership which shall be otherwise renewed or continued, shall be deemed a general partnership. S 12. Every alteration which shall be made in the names of the partners, in the nature of the business, or in the capital or shares of partner thereof, or in any other matter specified in the original certificate, shall be deemed a dissolution of the partnership; and every such partnership, which shall in any manner be carried on after any such alteration shall have been made, shall be a general partnership, unless renewed as a special partnership, according to the provisions of the last section. Alterations, &c. to be dissolution ship. In whose ness to be 1 $13. The business of the partnership shall be conducted under a name busi firm in which the names of the general partners only shall be inconducted. serted, without the addition of the word "company," or any other general term; and if the name of any special partner shall be used in such firm, with his privity, he shall be deemed a general partner. $14. Suits in relation to the business of the partnership, may be ting to part- brought and conducted by and against the general partners in the same manner as if there were no special partners. Suits rela nership, how brought. Capital stock not to be withdrawn. S15. No part of the sum which any special partner shall have contributed to the capital stock, shall be liable for any debts previously contracted by the general partners, nor shall any part of such sum be withdrawn by him, or paid or transferred to him, in the shape of dividends, profits or otherwise, at any time during the continuance of the partnership. But any partner may annually receive lawful interest on the sum so contributed by him, if the payment of such interest shall not reduce the original amount of such capital; and if, after the payment of such interest, any profits shall remain to be divided, he may also receive his portion of such profits. be made $16. If it shall appear that by the payment of interest or profits Capital when to any special partner, the original capital has been reduced, the reduced, to partner receiving the same shall be bound to restore the amount good. necessary to make good his share of capital with interest. do business $ 17. A special partner may from time to time examine into the Special partthe state and progress of the partnership concerns, and may advise as to ner not to their management; but he shall not transact any business on account for partnerof 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. ship. partners to $18. The general partners shall be liable to account to each other, General and to the special partners, for the management of their concerns, count, &c. both in law and equity, as other partners now are by law. S19. Every partner who shall be guilty of any fraud in the Fraud in affairs of the partnership, shall be liable civilly, to the party injured, partners. to the extent of his damages. perty.. $20. Every sale, assignment or transfer of any of the property Fraudulent or effects of such partnership, when insolvent, or in contemplation assignments, of [the] insolvency of any partner, with the intent of giving a pre- nership proference to any creditor of such partnership, or insolvent partner over other creditors of such partnership, and every judgment confessed, lien enacted or security given, by any such partner under the like circumstances, and with the like intent, shall be void as against the creditors of the partnership. property of $21. Every such sale, assignment or transfer of any of the pro- Ib. of the perty or effects of the general or special partners, made by such gene- the partners. ral or special partner when insolvent, or in contemplation of insolvency of the partnership, with the intent of giving, to any creditor of his own, or of the partnership, a preference over the creditors of the partnership; and every judgment, confessed, lien enacted, or security given by any such partner, under the like circumstances, shall be void as against the creditors of the partnership. special part $22. Every special partner who shall violate any provision of the Liability of two last preceding sections, or who shall concur in, or assent to, any pr such violation by the partnership, or by any individual partner, shall be liable as a general partner. ner as cre $23. In case of the insolvency, or bankruptcy of the partnership, Claim of no special partner shall, under any circumstances, be allowed to claim special part. as a creditor, until the claims of all the other creditors of the partner- ditor. ship shall be satisfied. dissolution ship $24. No dissolution of such partnership, by the acts of the parties, Notice of shall take place previous to the time specified in the certificate of its to be given. formation, or in the certificate of its renewal, until a notice of such dissolution shall have been filed and recorded in the register's office, in which the original certificate was recorded, and published, once in territory. each week for four weeks, in a newspaper published as is provided for in the ninth section of this act. AN ACT relating to interest. § 1. That any rate of interest which persons may agree upon, not exceeding twelve per centum per annum, shall be legal and valid: Provided, That upon all bills of exchange, promissory notes, contracts, debts or demands, wherein the rate of interest is not otherwise specified, it shall be computed at seven dollars, for the giving day of payment on the sum of one hundred dollars for one year, and after that rate for a greater or less sum, or for a longer or shorter time: Provided further, That no bank or corporation, except where it is otherwise provided by their charter, shall recover or take, directly or indirectly, more than seven per centum interest for any sum or sums of of money loaned. S2. If any person or corporation shall take, accept or receive, for giving day of payment upon any bill of exchange, promissory note, contract, debt or demand, a greater rate of interest than is herein before limited, such person or corporation shall forfeit three times the amount of the excess, to be recovered with costs of suit, in the name of the person or persons so paying any excess of interest, in an action of assumpsit, before any court having competent jurisdiction: Provided, That the suit is commenced within one year from the day of payment of such excess of interest. $3. This act shall take effect from and after its passage. AN ACT concerning seals. Great seal of $1. The description, in writing, of the great seal of the territory, deposited and recorded in the office of the secretary of the territory, shall remain a public record, and shall be and continue the description of the great seal of said territory; and the person administering the government of the territory shall have the custody of the said seal, and all such matters and things as issue under the said seal shall be entered of record in the office of the secretary of the territory. $2. The seal of the supreme court, and of the district courts, deposited and recorded as aforesaid, shall be and continue the description of the said seals, respectively. S3. It shall be, and hereby is made the duty of the treasurer of the territory to furnish seals for such of the several district and probate courts as are now unprovided with the same, with such descriptions and devices as the said court shall respectively require, which shall be deposited and recorded as aforesaid, and paid for out of the territorial treasury. S4. When any district or probate court shall be unprovided with a seal, the judge of said court may authorize the use of any temporary seal, or of any device by way of seal. $5. That any instrument, to which the person making the same shall affix any device by way of seal, shall be adjudged and held to be of the same force and obligation as if it were actually sealed. A RESOLUTION relative to seals. sent to offi That the great seal of the territory, the seal of the supreme court, Seals to be and the seals of the several district courts, and for the boards of coun- cers. ty commissioners for the several counties, which have been procured by the secretary of the territory, be adopted and received, and be distributed to the several offices [officers] to whose office they respectively belong. [A resolution relative to maps.] territory, buted. It shall be the duty of the secretary of the territory to make the Maps of the following distribution of the maps of the territory, which have been how distriexecuted in accordance with a joint resolution of the legislative assembly, approved December 3d, 1837, to wit: one to the governor of the territory; one to the secretary of the territory; one to each branch of the legislative assembly; one to each member of the present legislature; one to the auditor, and one to the treasurer of the territory, for the use of their offices; one for the use of the supreme court room; one to each of the judges of the district court; one to each of the organized counties of this territory, to be preserved in the office of the register of deeds; one to the library of congress; and one to the territorial library. AN ACT relative to the sessions of the legislative as sembly. sions, when $1. The regular sessions of the legislative assembly shall com- Regular ses mence on the first Monday of December in each and every year. to ccmrrence. may call S2. The governor of the territory may, as often as in his opinion Governor the public interest requires it, appoint by proclamation, special ses- special sessions to be holden at such time as he may designate, not less than sions. thirty days from the issuing any such proclamation; and any such special session shall not exceed twenty days, unless the proclamation for calling such session shall have been published at least ninety days previous to the time fixed for the commencement thereof. assembly vil $3. No member of the legislative assembly shall be liable to ar- Members of rest on a service of any civil process, issued by any of the courts of not liable to this territory during any session of the legislative assembly, or for process. ten days previous to the commencement, or subsequent to the termination of any such session; and any member in arrest during the period of such exemption, shall be entitled to an immediate discharge on application to any judge, supreme court commissioner, or justice in any county in which such arrest may have been made. S4. This act shall take effect from and after its passage. Act to take effect. tain officers for neglect AN ACT to legalize the acts of certain officers. $1. That the official acts heretofore done and performed by the ci- Acts of cervil officers heretofore appointed in this territory, shall not be consi- not illegal dered invalid on account of the neglect of said officers to take the to take oath, oath required of them by the law of congress, establishing the terri- &c. tory of Wisconsin; nor because the oath of office taken has not been regularly certified and recorded in the office of the secretary of the territory. $2. This act to take effect from its passage. Act to take effect. |