§ 45-10.2-12 — (110) Effect of partnership agreement and nonwaivable provisions

North Dakota § 45-10.2-12

• Jurisdiction: North Dakota
• Title 45: Partnerships
• Ch. 45-10.2: Uniform Limited Partnership Act

Text

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.
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.