1.    Except as otherwise provided in subsection 2, the partnership agreement governs relations among the partners and between the partners and the partnership. To the     extent the partnership agreement does not otherwise provide, this chapter governs relations among the partners and between the partners and the partnership.

Terms Used In North Dakota Code 45-10.2-12

  • 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.
  • Damages: Money paid by defendants to successful plaintiffs in civil cases to compensate the plaintiffs for their injuries.
  • Obligation: An order placed, contract awarded, service received, or similar transaction during a given period that will require payments during the same or a future period.
  • 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: includes a limited liability partnership registered under chapter 45-22. See North Dakota Code 1-01-49
  • Person: means an individual, organization, government, political subdivision, or government agency or instrumentality. See North Dakota Code 1-01-49

2.    A partnership agreement may not:

a.    Vary the power of a limited partnership under section 45-10.2-08 to sue, be sued, and defend in its own name; b.    Vary the law applicable to a limited partnership under section 45-10.2-09; c.    Vary the requirements of section 45-10.2-25; d.    Vary the information required under section 45-10.2-13 or unreasonably restrict the right to information under section 45-10.2-34 or 45-10.2-43, but the partnership agreement may impose reasonable restrictions on the availability and use of information obtained under those sections and may define appropriate remedies, including liquidated damages, for a breach of any reasonable restrictions on use; e. Eliminate the duty of loyalty under section 45-10.2-44, but the partnership agreement may:

(1) Identify specific types or categories of activities that do not violate the duty of loyalty, if not manifestly unreasonable; and

(2) Specify the number or percentage of partners which may authorize or ratify, after full disclosure to all partners of all material facts, a specific act or transaction that otherwise would violate the duty of loyalty; f.    Unreasonably reduce the duty of care under subsection 3 of section 45-10.2-44; g.    Eliminate the obligation of good faith and fair dealing under subsection 2 of section 45-10.2-35 and subsection 4 of section 45-10.2-44, but the partnership agreement may prescribe the standards by which the performance of the obligation is to be measured, if the standards are not manifestly unreasonable; h.    Vary the power of a person to dissociate as a general partner under subsection 1 of section 45-10.2-58 except to require that the notice under subsection 1 of section 45-10.2-57 be in a record; i.    Vary the power of a court to decree dissolution in the circumstances specified in section 45-10.2-67; j.    Vary the requirement to wind up the business of a partnership as specified in section 45-10.2-68; k.    Unreasonably restrict the right to maintain an action under sections 45-10.2-89 through 45-10.2-93; l.    Restrict the right of a partner under subsection 1 of section 45-10.2-104 to approve a conversion or merger; m.    Restrict the right of a general partner under subsection 2 of section 45-10.2-104 to consent to an amendment to the certificate of limited partnership which converts the limited partnership to a limited liability limited partnership; or

n.    Restrict rights under this chapter of a person other than a partner or a transferee.

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