duration. Certificate, how executed and recorded. Certificate to be published. Proceedings on renewal for further term. Liability for false statement. In what name business to be conducted. Limit of dividends and withdrawal of capital. General assignment by insolvent, &c., partnership, rendered void by preferences. Claim of special partner. 5. The time when the partnership is to commence; and when it is to terminate. SEC. 4. No such partnership shall be deemed to have been formed until a certificate so made and signed shall be acknowledged by all the parties, before some justice of the peace or notary public, and filed in the office of the clerk of the town in which the principal place of business of the partnership is situated, and recorded by such clerk in a book to be kept for that purpose. If the partnership shall have places of business situated in different towns, the certificate shall be filed and recorded in like manner in the office of the clerk of every such town. SEC. 5. The parties shall publish a copy of the certificate for six successive weeks, immediately after the registry thereof, in at least two newspapers printed within this state; and in case such publication be not made, the partnership shall be deemed general. SEC. 6. Upon any renewal or continuation of a limited partnership, beyond the time originally fixed for its duration, a certificate thereof shall be made, acknowledged, filed, recorded, and published in the like manner as is herein provided for its original formation; otherwise the renewal or continued partnership shall be deemed a general partnership. SEC. 7. If any false statement be made in any certificate herein required, all the persons interested in the partnership shall be liable as general partners, for all the engagements thereof. SEC. 8. The business of the partnership shall be conducted under a firm in which the names of the general partners only shall be inserted, and the general partners only shall transact the business; and if the name of any special partner shall be used in the firm with his consent or privity, or if he shall personally make any contract respecting the concerns of the partnership with any person except the general partners, he shall be deemed and treated as a general partner. If the firm consists of more than three members, all their names need not be inserted in the style of the firm, but the firm name may embrace the names of one or more of the partners, with the words, "and company," added. SEC. 9. During the continuance of any partnership under the provisions of this chapter, no part of the capital stock thereof shall be withdrawn, nor any division of the interest or profits be made, so as to reduce such capital stock below the sum stated in the certificate before 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 in any way received, withdrawn, or divided, with interest thereon from the time when they were so withdrawn respectively. SEC. 10. No general assignment by any limited partnership in case of insolvency, or where the goods and estate of the partnership are insufficient for the payment of all the debts thereof, shall be valid, unless it shall provide for a distribution of the partnership property among all the creditors, in proportion to the amount of their several legal claims, excepting the claims of the government of the United States, arising from bonds for duties which are first to be paid or secured. SEC. 11. In case of the insolvency of any limited partnership, no special partner shall, under any circumstances, be allowed to claim as a creditor, until the legal claims of all the other creditors of the partnership shall be satisfied. SEC. 12. All suits respecting the business of such partnership Suits how shall be prosecuted by and against the general partners only; except prosecuted. in those cases in which provision is herein made that the special partners shall be deemed general partners, and 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 where special partners shall be held severally responsible on account of any sums by them received or withdrawn from the common stock, as before provided. dissolved. SEC. 13. No dissolution of a limited partnership shall take place, Limited partexcept by operation of law, before the time specified in the certificate nership, how before mentioned, unless a notice of such dissolution shall be recorded in the clerk's office wherein the original certificate or the certificate of renewal or continuation of the partnership was recorded, and in every other clerk's office where a copy of such certificate was recorded; and unless such notice shall also be published for six succescessive weeks, in at least two newspapers printed within this state. SEC. 14. In all cases not otherwise provided for, the members of General rights limited partnerships shall be subject to all the liabilities, and entitled and liabilities. to all the rights, of general partners. SECTION 1. The consignee of merchandise shipped shall have a lien thereon for any money or negotiable security, by him advanced upon the faith of such shipment to, or for the use of, the person in whose name the shipment shall have been made, in the same manner, and to the same extent, as if such person were the true owner thereof: Provided, at the time of the advance, the consignee shall have had no notice or knowledge that the shipper was not the true owner of such merchandise. SEC. 2. Every person intrusted with, and in the possession of goods, for the purpose of sale, or of any bill of lading, receipt, or certificate of a warehouse keeper or inspector, or of any warrant or order for the delivery of goods, shall be deemed the true owner of the goods so by him possessed, or described in either of said instruments, in favor of the purchaser or pledgee of such goods, for money or negotiable security: Provided, that such purchaser or pledgee, at the time of payment or advance as aforesaid, shall have had no notice or knowledge that the possessor of such goods or instrument was not the true owner of such goods by him possessed, or in such instrument described. Of the lien of consignee for advances. Of qualified ownership of goods, for cer fain purposes, and in hands of certain per sons. Certain bailees prohibited from selling or pledging goods. Purchases and valid, when. SEC. 3. Nothing in the preceding section shall be construed to authorize a common carrier, warehouse keeper, or other person, to whom merchandise or other property may have been committed for transportation or storage only, to sell or pledge the same; nor shall any person taking in deposit or pledge merchandise, or goods described in either of the instruments therein mentioned, from any agent for sale, warehouse keeper, or inspector, for an antecedent debt, be entitled to any greater interest in such goods or instrument, than was possessed by such agent, warehouse keeper, or inspector, at the time of such deposit or pledge. SEC. 4. All purchases, and contracts for the purchase of goods, sales by agents made with, and all payments for goods made to, any agent intrusted therewith, or with or to the consignee thereof, in the ordinary course of business, shall bind the owner of such goods in favor of the purchaser, contractor, or payee, though knowing of the agency or consignment: Provided he had, at the time of such purchase, contract, or payment, no notice or knowledge that such agent or consignee was not authorized to sell, or receive payment for, such goods. Right of owner to recover goods from consignee, &c., price from purchaser; and goods pledged or their proceeds. SEC. 5. Nothing in this chapter contained shall be construed to prevent the true owner of any goods shipped, intrusted, deposited, or pledged as hereinbefore described, from demanding the same from his factor, agent, or consignee, before the same shall have been so sold, contracted to be sold, deposited, or pledged; nor to prevent such owner from demanding and receiving from any such purchaser the sum agreed to be paid for the purchase of such goods, subject to any right of set-off on the part of such purchaser against such agent or factor; nor to prevent any such owner from demanding and recovering such goods from any person with whom the same may have been so deposited or pledged as a security for any money or other property advanced, or any negotiable security or obligation in writing given as aforesaid, upon repayment of such money, or restoration of such other property, and satisfaction of such security or obligation in writing so advanced, together with such further sum as shall, with the amount so advanced by such depositary or pledgee, be equal to the money or other property and security or obligation in writing, if any, advanced by such agent or factor to such owner, or to the amount for which such agent or factor has a lien on the same goods; nor to prevent such owner from recovering from such depositary or pledgee, any balance or sum of money remaining in his hands as the produce of the sale of such goods, after deducting thereout the amount of the money or other property or security in writing so advanced; and the amount so set off and retained by such purchaser or paid by such owner on redeeming such goods, or in any manner allowed by him on recovering the same or the produce of the sale thereof, shall be deemed and taken as so much paid by him to and for the use of such agent or factor. 1. Town council may appoint auc- 2. They shall give bond; its contioneers; their term of office. dition. SECTION 3. Town treasurer to transmit names and copy of bond to general treasurer under penalty. 4. How bond to be sued. 5. Judgment on, how rendered, and execution thereon. 6. Proceedings on scire facias; proceedings when general treasurer sues on bond. 7. Duty of auctioneers respecting con- 8. Commissions of auctioneers. 10. Auction sales, by whom made; 11. Duties on sales of articles liable to duty. SECTION 12. Duties, how calculated and col- 13. Same subject. 14. Same subject. 15. Auctioneers to render account. 18. Penalty on auctioneer for neglect 19. When auctioneer may sell in other 20. Returns of such sales, how to be 21. Penalty for exercising the office SECTION 1. In addition to the auctioneers elected in town meeting, the town council of any town may, from time to time, appoint as many more for their town as they may deem expedient; to hold their offices until the next annual election of town officers. Town council may appoint; term of office. SEC. 2. Every auctioneer shall, within ten days after his election To give bond; or appointment, give bond to the town treasurer, with sufficient sureties, in a sum not exceeding ten thousand dollars, nor less than two thousand dollars, at the discretion of the said town treasurer, with condition, faithfully to execute the duties of his office according to its condition. law; to pay over all moneys received by him for goods sold at auction to the owners thereof, and to pay over all duties to the state and to the town, which shall accrue on goods so sold by him. SEC. 3. The town treasurer of each town shall transmit to the general treasurer the name of every auctioneer appointed as aforesaid, and a copy of the bond of such auctioneer, within twenty days from the time every such bond shall be given; and if any town treasurer shall neglect to transmit the name of any auctioneer, or the copy of the bond by him given, to the general treasurer as aforesaid, he shall forfeit one hundred dollars; to be sued for and recovered by the general treasurer, to the use of the state. Town treasurer to transmit How bond to SEC. 4. The bond aforesaid may be sued in the name of the town treasurer, by any person claiming a forfeiture thereon; such person be sued. first giving security for costs by endorsing the writ, or by procuring some sufficient citizen of the state to endorse the same, who shall be liable for costs in case the defendant recover, and against whom execution shall issue therefor. and execution. SEC. 5. In case of forfeiture adjudged in an action on said bond, of judgment judgment shall be rendered for the penalty of the bond, and execution shall issue for the sum ascertained to be due to the plaintiff. SEC. 6. Like security for costs shall be given, and like proceedings had, when scire facias is sued out upon said judgment for an additional breach of said bond: Provided, that when any suit shall be commenced on it by the general treasurer, notice of such fact shall be endorsed on the writ, but no security for costs shall be given, nor shall the defendant in such case recover costs, in any event. SEC. 7. Every auctioneer, before exposing any real or personal Proceedings on scire facias; and when general treasurer sues. Of conditions of sale. Commissions of auctioneers. Town and city councils may regulate sales and commissions. Auction sales, by whom made; subject cases. estate to public sale, shall make out in writing, and sign, and publicly read, the conditions of sale. SEC. 8. Whenever the whole amount of sales at any public auction shall not exceed four hundred dollars, the auctioneer shall have two and one half per cent. commissions; but if the amount exceed that sum he shall have only one and one half per cent. SEC. 9. The town councils of the several towns, and city councils of Providence and Newport, shall have power to establish such regulations, for the conducting of sales and auctioneers' commissions in their respective towns, as they may think necessary; anything in the next preceding section to the contrary notwithstanding. SEC. 10. All sales by auction shall be made by an auctioneer, and shall be subject to a duty to the state, except the following, namely: to duty in what sales made pursuant to any judgment, sentence, decree, order, or rule of any court or judicial officer of the state, or of any court of the United States having jurisdiction within this state; sales made by virtue of any writ, execution, warrant of distress, or order of law, or the property of any town; sales of property held by executors, administrators, or guardians of estates lying or being within this state; sales of pews or choice of pews in houses of public worship, and sales of goods exhibited at any fair held by the Rhode Island Society for the Encouragement of Domestic Industry, or by the Aquidneck Agricultural Society, and which may be sold by auction during the continuance of said fair. Amount of duty. How calculated and collected. Same subject. Same subject. Auctioneers to SEC. 11. The duty upon all articles sold by auction in this state, and which are liable to duty, shall be one tenth of one per cent., and shall enure, the one eighth part to the use of the town in which such sales shall be made, and the remainder thereof to the use of the state. SEC. 12. The duties aforesaid shall be calculated on the sums for which the goods so exposed to sale shall be respectively struck off, and shall be, by the auctioneer selling the same, retained out of his said sales, and paid over to the proper officer. SEC. 13. Where any sale or bidding shall be made at public auction in regard to any real estate, or in regard to any goods, wares, merchandise, or other personal property, upon any less quantity than the whole, for the purpose of fixing the price of any larger quantity, or of the whole, in every such case the whole amount of the property sold, transferred, contracted for, or negotiated by the terms and conditions of such auction, shall be subject to a duty as if the whole had been set up and sold by auction. SEC. 14. Whenever any auction shall have been actually begun, and the final purchase or bidding shall have been made by the owner of the property, by the auctioneer, or by any person employed by either of them, the same duty shall be paid as if the bidding had been made by any other person. SEC. 15. Every auctioneer shall, within twenty days after the exrender account. piration of every six months, the first six months to be computed from the date of his bond, render a just and true account in writing, subscribed by him, to the general treasurer, of all goods, wares, and merchandise, subject to duty, by him sold as aforesaid, from the time of his appointment, and giving bond as aforesaid, or the time that the last account by him was transmitted or rendered as aforesaid, the amount of each day's sale, and the date thereof. Oath of auctioneers to account. SEC. 16. Such auctioneer shall take, before any magistrate authorized to administer oaths, the following oath, to be endorsed and certi |