§ 45-10.2-21 — Consent and proxies of partners

North Dakota § 45-10.2-21

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

Text

1. At or before the meeting for which the appointment is to be effective, a partner may
cast or authorize the casting of a vote:
a. By filing with a partner or agent authorized to tabulate votes a written
appointment of a proxy which is signed by the partner.
b. By remote communication or authenticated electronic communication to a partner
or agent authorized to tabulate votes, whether or not accompanied by written
instructions of the partner, of an appointment of a proxy.
(1) The remote communication or authenticated electronic communication must
set forth or be submitted with information from which it can be determined
that the appointment is authorized by the partner. If it is reasonably
concluded that the remote communication or authenticated electronic
communication is valid, then the inspectors of election or, if there are no
inspectors, then the other persons making that determination of validity shall
specify the information upon which they relied to make that determination.
(2) A proxy so appointed may vote on behalf of the partner, or otherwise
participate, in a meeting by remote communication according to section
45-10.2-20 to the extent the partner appointing the proxy would have been
entitled to participate by remote communication according to section
45-10.2-20 if the partner did not appoint the proxy.
c. A copy, facsimile telecommunication, or other reproduction of the original writing
or transmission may be substituted or used in lieu of the original writing or
transmission for any purpose for which the original writing or transmission could
be used if the copy, facsimile telecommunication, or other reproduction is a
complete and legible reproduction of the entire original writing or transmission.
d. An appointment of a proxy for partnership interests held jointly by two or more
partners is valid if signed or consented to by authenticated electronic
communication by any one of the partners, unless the limited partnership
receives from any of those partners written notice or authenticated electronic
communication either denying the authority of that person to appoint a proxy or
appointing a different proxy.
2. The appointment of a proxy is valid for eleven months, unless a longer period is
expressly provided in the appointment. No appointment is irrevocable unless the

appointment is coupled with an interest, including a security interest, in the partnership
interests or in the limited partnership. A partner who revokes a proxy is not liable in any
way for damages, restitution, or other claim.
3. An appointment may be revoked at will, unless the appointment is coupled with an
interest, in which case it may not be revoked except in accordance with the terms of
an agreement, if any, between the parties to the appointment. Appointment of a proxy
is revoked by the person appointing the proxy by:
a. Attending a meeting and voting in person; or
b. Signing and delivering to the partner or to a duly authorized agent of the
partnership:
(1) A writing stating the appointment of the proxy is revoked; or
(2) A new appointment; or
c. Remote communication or by authenticated electronic communication, whether or
not accompanied by written instructions of the partner, of:
(1) A statement that the proxy is revoked; or
(2) A new appointment.
4. Revocation in either manner provided in subdivisions b and c of subsection 3 revokes
all earlier proxy appointments and is effective:
a. When filed with a general partner or duly authorized agent of the limited
partnership; or
b. When the remote communication or the authenticated electronic communication
is received by a partner or by the duly authorized agent of the partnership.
The remote communication or the authenticated electronic communication must set
forth or be submitted with information from which it can be determined that the
revocation or the new appointment was authorized by the partner.
5. The death or incapacity of a person appointing a proxy does not affect the right of the
limited partnership to accept the authority of the proxy, unless written notice of the
death or incapacity is received by a partner or agent authorized to tabulate votes
before the proxy exercises authority under that appointment.
6. Unless the appointment specifically provides otherwise, if two or more persons are
appointed as proxies for a partner:
a. Then any one of them may vote the partnership interests on each item of
business in accordance with specific instructions contained in the appointment; or
b. If no specific instructions are contained in the appointment with respect to voting
the partnership interests on a particular item of business, then the partnership
interests must be voted as a majority of the proxies determine. If the proxies are
equally divided, then the partnership interests may not be voted.
7. Subject to section 45-10.2-22 and an express restriction, limitation, or specific
reservation of authority of the proxy appearing on the appointment, the limited
partnership may accept a vote or action by the proxy as the action of the partner. The
vote of a proxy is final, binding, and not subject to challenge. However, the proxy is
liable to the partner or beneficial owner for damages resulting from a failure to exercise
the proxy or from an exercise of the proxy in violation of the authority granted in the
appointment.
8. If a proxy is given authority by a partner to vote on less than all items of business
considered at a meeting of partners, then the partner is considered to be present and
entitled to vote by the proxy, only with respect to those items of business for which the
proxy has authority to vote. A proxy who is given authority by a partner who abstains
with respect to an item of business is considered to have authority to vote on the item
of business for purposes of this subsection.