(a) A partnership agreement may provide for classes or groups of partners, both general and limited, having such relative rights, powers and duties as the partnership agreement may provide, and may make provisions for the future creation in the manner provided in the partnership agreement of additional classes or groups of partners having such relative rights, powers and duties as may from time to time be established, including rights, powers and duties senior to existing classes and groups of partners.
Terms Used In Tennessee Code 61-2-609
Amendment: A proposal to alter the text of a pending bill or other measure by striking out some of it, by inserting new language, or both. Before an amendment becomes part of the measure, thelegislature must agree to it.
Limited partner: means a person who has been admitted to a limited partnership as a limited partner as provided in §. See Tennessee Code 61-2-101
Partnership: A voluntary contract between two or more persons to pool some or all of their assets into a business, with the agreement that there will be a proportional sharing of profits and losses.
Partnership agreement: means any agreement, written or oral, of the partners as to the affairs of a limited partnership and the conduct of its business. See Tennessee Code 61-2-101
Person: means a natural person, a foreign or domestic partnership (whether general or limited), trust, estate, association, corporation, custodian, nominee or any other individual or entity in its own or any representative capacity. See Tennessee Code 61-2-101
Quorum: The number of legislators that must be present to do business.
Record: means information that is inscribed on a tangible medium or that is stored in an electronic or other medium and is retrievable in a perceivable form. See Tennessee Code 1-3-105
(b) Subject to § 61-2-302, the partnership agreement may grant to all or certain identified partners, both general and limited, or a specified class or group of the partners the right to vote separately or with all or any class or group of the partners, on any matter. Voting by limited partners may be on a per capita, number, financial interest, class, group or any other basis.(c) A partnership agreement which grants a right to vote may set forth provisions relating to notice of the time, place or purpose of any meeting at which any matter is to be voted on by any partner, waiver of any such notice, action by consent without a meeting, the establishment of a record date, quorum requirements, voting in person or by proxy, or any other matter with respect to the exercise of any such right to vote. If provided in the partnership agreement, the general partners may make a recommendation on any proper proposal and require response within a specified time, but not less than thirty (30) days, and provide that failure to respond within the specified time shall constitute a vote which is consistent with the general partners’ recommendation with respect to the proposal. A partnership agreement may provide for the taking of an action, including the amendment of the partnership agreement, without the vote or approval of any particular general or limited partner or class or group of general or limited partners, including the creation under the provisions of the partnership agreement of a class or group of partnership interests that was not previously outstanding.(d) Any right or power, including voting rights, granted to limited partners as permitted under § 61-2-302 shall be deemed to be permitted by this section.
