Current as of: 2009
1. This section must be construed and applied to:
a. Facilitate remote communication consistent with other applicable law; and
b. Be consistent with reasonable practices concerning remote communication and with the continued expansion of those practices.
2. To the extent authorized in the certificate of limited partnership or the partnership agreement and determined by the general partners:
a. A meeting of the partners may be held solely by any combination of means of remote communication through which the participants may participate in the meeting:
(1) If notice of the meeting is given to every holder of interests entitled to vote as would be required by the certificate of limited partnership or the partnership agreement for a meeting; and
(2) If the number of partnership interests held by the partners participating in the meeting would be sufficient to constitute a quorum at a meeting.
b. A partner not physically present in person or by proxy at a meeting of partners may by means of remote communication participate in a meeting of partners held at a designated place.
3. In any meeting of partners held solely by means of remote communication under subdivision a of subsection 2 or in any meeting of partners held at a designated place in which one or more partners participate by means of remote communication under subdivision b of subsection 2:
a. The limited partnership shall implement reasonable measures to:
(1) Verify that each person deemed present and entitled to vote at the meeting by means of remote communication is a partner; and
(2) Provide each partner participating by means of remote communication with a reasonable opportunity to participate in the meeting, including an opportunity to:
(a) Read or hear the proceedings of the meeting substantially concurrently with those proceedings;
(b) If allowed by the procedures governing the meeting, have the remarks of a partner heard or read by other participants in the meeting substantially concurrently with the making of those remarks; and
(c) If otherwise entitled, vote on matters submitted to the partners.
b. Participation in a meeting by this means constitutes presence at the meeting in person or by proxy if all of the requirements of section 45-10.2-21 are met.
4. Any ballot, vote, authorization, or consent submitted by electronic communication under this chapter may be revoked by the partner submitting the ballot, vote, authorization, or consent so long as the revocation is received by a general partner of the limited partnership at or before the meeting or before an action without a meeting is effective as provided in section 45-10.2-19.
5. A partner may waive notice of a meeting by means of authenticated electronic communication. Participation in a meeting by means of remote communication described in subdivisions a and b of subsection 2 is a waiver of notice of that meeting, except when the partner objects:
a. At the beginning of the meeting to the transaction of business because the meeting is not lawfully called or convened; or
b. Before a vote on an item of business because the item may not lawfully be considered at the meeting and does not participate in the consideration of the item at that meeting.
Questions & Answers: Limited Partnerships
Related Articles: Limited Partnerships