§ 45-16-07 — Action without a meeting

An action required 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 the action.
1. If the partnership agreement so provides, any action may be taken by written action
signed by the partners 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
were present.
a. When written action is permitted to be taken by less than all partners, all partners
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 required partners, 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 partner signing the certificate must so indicate if the action
was taken under this section.