Limited Partnership Agreement Page 7
ADVERTISEMENT
1
2
3
4
5
6
7
8
9
10
11
12
13
14
15
16
17
18
19
20
21
225.2
Voting Rights of Limited Partners.
A.
Except as provided in Subsection 5.2(b), the Limited Partners shall not
have either the obligation or the right to take part, directly or indirectly, in the active
management or control of the business of the Partnership.
B.
The following Partnership actions may only be taken after approval by
vote of the Partners:
1.
Veto of a call for additional capital as set forth in Section 3.2;
2.
Admission of an additional General Partner under Section
3.
Admission of an additional Limited Partner under Section 2.4;
4.
Admission of a Substituted General Partner under Section 9.2;
5.
Amendment of the Partnership Agreement as provided in
Subsection 13.2;
6.
The sale or transfer of the Project;
7.
Approval of Partner loans pursuant to Section 7.3;
8.
Consent to dissolution under Section 12.2; and
9.
Election of a new general partner under Section 12.3.
C.
Except where otherwise expressly set forth in this Agreement, all of the
acts listed in Section 5.2(b)(i) through 5.2(b)(ix) shall be approved by fifty-one percent (51%)
vote of the interests of the Partners, each Partner having one vote for each one percent (1%)
interest in profits and losses owned by that Partner with the General Partner having the same
voting rights as a Limited Partner.
5.3
Standard Care of General Partner. The General Partner shall exercise ordinary
business judgment in managing the affairs of the Partnership. Unless fraud, deceit, or a wrongful
taking is involved, the General Partner shall not be liable or obligated to the Limited Partners for
any mistake of fact or judgment made by the General Partner in operating the business of the
Partnership that results in any loss to the Partnership or its Partners. The General Partner does
not, in any way, guarantee the return of the Limited Partners' capital or a profit from the
operations of the Partnership. The General Partner shall not be responsible to any Limited
Partner because of a loss of that Partner's investment or a loss in operations, unless it has been
occasioned by fraud, deceit, or a wrongful taking by the General Partner.
7
ADVERTISEMENT
0 votes
Related Articles
Related forms
Related Categories
Parent category: Business