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North Dakota Code 45-10.2-19 - Action without a meeting

North Dakota Code > Title 45 > Chapter 45-10.2 > § 45-10.2-19 - Action without a meeting

^{Current as of: 2009}

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An action required or permitted to be taken or permitted to be taken at a meeting of the partners may be taken without a meeting by written action signed, or consented to by authenticated electronic communication, by all of the partners entitled to vote on that action.

1. If the certificate of limited partnership or the partnership agreement so provides, any action may be taken by written action signed, or consented to by authenticated electronic communication, by the partners entitled to vote on the action who own voting power equal to the voting power that would be required to take the same action at a meeting of the partners at which all partners entitled to vote on the action were present. After the adoption of the initial certificate of limited partnership or the initial partnership agreement, an amendment to the certificate of limited partnership or to the partnership agreement to permit written action to be taken by less than all partners entitled to vote on an action requires the approval of all partners entitled to vote on the amendment.

a. When written action is permitted to be taken by less than all partners entitled to vote on the action, all partners entitled to vote on the action must be notified immediately of its text and effective date.

b. Failure to provide the notice does not invalidate the written action.

c. A partner who does not sign or consent to the written action has no liability for the action or actions taken by the written actions.

2. The written action is effective when it has been signed, or consented to by authenticated electronic communication, by the partners entitled to vote on the action, unless a different effective time is provided in the written action.

3. When this chapter requires or permits a certificate concerning an action to be filed with the secretary of state, the general partner signing the certificate must so indicate if the action was taken under this section.