Limited Partnership Agreement Page 12
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22persons entitled to vote, not present in person or by proxy, signs either a written waiver of notice,
a consent to the holding of the meeting, or an approval of the minutes of the meeting.
8.5
Waiver of Notice. Attendance of a Partner at a meeting shall constitute waiver of
notice, except when that Partner objects, at the beginning of the meeting, to the transaction of
any business on the ground that the meeting was not lawfully called or convened. Attendance at
a meeting is not a waiver of any right to object to the consideration of matters required to be
described in the notice of the meeting and not so included, if the objection is expressly made at
the meeting. Any Partner approval at a meeting shall be valid only if the general nature of the
proposal is stated in any written waiver of notice.
8.6
Consent to Action Without Meeting. Any action that may be taken at any
meeting of the Partners may be taken without a meeting if a consent in writing, setting forth the
action so taken, is signed by Partners having not less than the minimum number of votes that
would be necessary to authorize or take that action at a meeting at which all Partners entitled to
vote thereon were present and voted. In the event the Partners are requested to consent to a
matter without a meeting, each Partner shall be given notice of the matter to be voted upon in the
manner described in Section 8.2. In the event that any Partner requests a meeting for the purpose
of discussing or voting on the matter so noticed, notice of a meeting shall be given pursuant to
Section 8.2 and no action shall be taken until the meeting is held. Unless delayed by a request
for and the conduct of a meeting, any action taken without a meeting shall be effective fifteen
(15) days after the required minimum number of voters have signed consents to action without a
meeting; however, the action shall be effective immediately if the General Partner and Limited
Partners representing at least ninety percent (90%) of the interests of the Limited Partners sign
consents to action without a meeting.
8.7
Proxies.
A.
Every Partner entitled to vote may authorize another person or persons to
act by proxy with respect to that Partner's interest in the Partnership.
B.
Any proxy purporting to have been executed in accordance with this
Section shall be presumptively valid.
C.
No proxy shall be valid after the expiration of eleven (11) months from the
date thereof unless otherwise provided in the proxy. Subject to Subsections (f) and (g) of this
Section, every proxy continues in full force and effect until revoked by the person executing it.
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