§ 45-10.2-19 — Action without a meeting

North Dakota § 45-10.2-19

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

Text

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.