LEASE OF RAILROAD. 3OI to allow a share to be sold and conveyed by a transfer of a certifi- cate introducing a new partner. Even if a part or all of their property is real estate, a statute can authorize this mode of con- veyance, and make the shares personal property for the purposes of sale, pledge, attachment, levy of execution, descent and bequest, without incorporation. In many cases of common-law unincorpo- rated partnership, the contract has provided for an unlimited suc- cession- and duration by making the shares transferable: without a dissolution of the firm, and without a termination of its agency, membership passed, with the shares of a hving member, to his vendee, and with the shares of a deceased member, to his legatee, executor, or administrator; and tHe general agency was vested (not in each member, but) in the majority of successive members, or a board of directors, or one manager, or in directors or a man- ager subject to such instructions as the majority of the successive members might see fit from time to time to give.^ Limited partnerships, formed for other purposes than banking or insurance, " may consist of one or more general partners, who shall be jointly and severally responsible, and of one or more per- sons, . . . who shall be called special partners, and shall not be personally liable for any debts of the partnership." ^ By similar legislation operating prospectively, the liability of all partners can be limited to their partnership property, without (as well as with) acts of incorporation. The Northern Railroad charter provides that " This corporation shall hold and enjoy the privileges and franchises herein granted, subject to the laws in relation to corpo- rations and railroads as they now stand in the Revised Statutes of this State." ^ The stockholders of an incorporated " company having for its object a dividend of profits . . . shall be personally holden to pay the debts ... of such company, ... in the same manner and to the same extent as though the stock were owned and the business transacted by the stockholders as unincorporated copartners." * " There is no limitation ... to the general lia- bility of the stockholders to pay all the debts of the corporation, as set forth in the first section, if the proper steps are taken to charge them." * In a limited partnership not incorporated, a spe- 1 Tappan v. Bailey, 4 Met. 529, 530, 536; Tyrrell v. Washburn, 6 Allen, 466, 467, 468, 472, 474, 475, 476; Skinner v. Dayton, 19 Johns. 513, 539, 540, 557, 560, 563, 570. In a partnership contract, the members have called themselves stockholders. Famum V. Patch, 60 N. H. 294, 295. a Gen. Laws, ch. 118, §§ i, 2. * Rev. St., ch. 146, § i. • Laws, 1844, ch. 190, § 10. 6 Chesley v. Pierce, 32 N. H. 388, 400.
