10A-9A-6.05
Section 10A-9A-6.05 Effect of dissociation as general partner. (a) Upon a person's dissociation
as a general partner: (1) the person's right to participate as a general partner in the management
and conduct of the partnership's activities and affairs terminates; (2) the person's duty
to refrain from competing with the limited partnership in the conduct or winding up of the
limited partnership's activities and affairs terminates; (3) the person's following duties
continue only with regard to matters arising and events occurring before the person's dissociation
as a general partner: (A) the duty to account to the limited partnership and hold as trustee
for it any property, profit, or benefit derived by the general partner in the conduct and
winding up of the limited partnership's activities and affairs or derived from a use by the
general partner of limited partnership property, including the appropriation of a limited
partnership opportunity; (B) the duty to refrain from dealing with...
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10A-9A-6.03
appointment of a trustee, receiver, or liquidator of the person or of all or substantially
all of the person's property; (8) in the case of a person that is a trust or is acting as
a general partner by virtue of being a trustee of a trust, the trust's entire transferable
interest in the limited partnership is distributed, but not merely by reason of the substitution
of a successor trustee; (9) in the case of a person that is an estate or is acting as a general
partner by virtue of being a personal representative of an estate, the estate's entire
transferable interest in the limited partnership is distributed, but not merely by reason
of the substitution of a successor personal representative; (10) in the case of a general
partner that is not an individual, the legal existence of the person otherwise terminates;
(11) the transfer of a general partner's entire remaining transferable interest to another
partner; (12) the transfer of a general partner's entire remaining transferable...
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10A-9A-6.01
but this subsection (6) shall not apply to a person who is the sole remaining limited partner
of the limited partnership; (7) in the case of a person that is a trust or is acting as a
limited partner by virtue of being a trustee of a trust, the trust's entire transferable interest
in the limited partnership is distributed, but not solely by reason of the substitution of
a successor trustee; (8) in the case of a person that is an estate or is acting as a limited
partner by virtue of being a personal representative of an estate, the estate's entire
transferable interest in the limited partnership is distributed, but not solely by reason
of the substitution of a successor personal representative; (9) in the case of a person
that is not an individual, the legal existence of the person otherwise terminates; (10) the
transfer of a limited partner's entire remaining transferable interest to another partner;
(11) the transfer of a limited partner's entire remaining transferable interest to a...
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10A-5A-6.02
property, but this subsection (g) shall not apply to a person who is the sole remaining member
of a limited liability company; (h) in the case of a person that is a trust or is acting as
a member by virtue of being a trustee of a trust, the trust's entire transferable interest
in the limited liability company is distributed, but not solely by reason of the substitution
of a successor trustee; (i) in the case of a person that is an estate or is acting as a member
by virtue of being a personal representative of an estate, the estate's entire transferable
interest in the limited liability company is distributed, but not solely by reason of the
substitution of a successor personal representative; (j) in the case of a member that
is not an individual, the legal existence of the person otherwise terminates; (k) the transfer
of a member's entire remaining transferable interest to another member; or (l) the transfer
of a member's entire remaining transferable interest to a transferee...
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10A-5A-11.06
or of all or substantially all of the person's property but this subsection shall not apply
to a person who is the sole remaining member associated with a series; (i) in the case of
a person that is a trust or is acting as a member by virtue of being a trustee of a trust,
the trust's entire transferable interest is distributed, but not solely by reason of the substitution
of a successor trustee; (j) in the case of a person that is an estate or is acting as a member
by virtue of being a personal representative of an estate, the estate's entire transferable
interest is distributed, but not solely by reason of the substitution of a successor personal
representative; (k) in the case of a member associated with a series that is not an individual,
the legal existence of the person otherwise terminates; (l) the transfer of a member's entire
remaining transferable interest but not until the later of (1) the transferee's becoming a
member associated with the series or (2) the time the...
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11-65-10
believes that it would be prudent to obtain the fingerprints of such persons. (16) A commission
shall report annually to the governing body of its sponsoring municipality and to such state
and federal authorities as shall be required by law. (17) Except as otherwise provided in
subdivisions (10) and (12), all books, records, maps, documents, and papers of a commission,
including those filed with such commission as well as those prepared by or for it, shall at
all times be open for the personal inspection of any officer of the state, the sponsoring
municipality or the host county or any official investigative body or committee of any thereof,
and no person having charge or custody thereof shall refuse this right to any officer or investigative
body or committee, and it shall be the express duty of such person to assist such officer
or committee in locating records or information. If any member of a commission violates the
provisions of this subdivision, he or she shall be subject...
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10A-9A-4.06
Section 10A-9A-4.06 Management rights of general partner. (a) Each general partner has equal
rights in the management and conduct of the limited partnership's activities and affairs.
Except as expressly provided in this chapter, any matter relating to the activities and affairs
of the limited partnership is decided exclusively by the general partner or, if there is more
than one general partner, by a majority of the general partners. (b) The consent of all of
the partners is necessary to: (1) amend the partnership agreement; (2) amend the certificate
of formation to add or delete a statement that the limited partnership is a limited liability
limited partnership; and (3) sell, lease, exchange, or otherwise dispose of all, or substantially
all, of the limited partnership's property, with or without the good will, other than in the
usual and regular course of the limited partnership's activities and affairs. (c) A limited
partnership shall reimburse a general partner for payments made...
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10A-9A-2.03
Section 10A-9A-2.03 Execution of documents. (a) A writing delivered to the Secretary of State
for filing pursuant to this chapter must be signed as provided by this section. (1) A limited
partnership's initial certificate of formation must be signed by all general partners listed
in the certificate of formation. (2) An amendment adding or deleting a statement that the
limited partnership is a limited liability limited partnership must be signed by all general
partners listed in the certificate of formation. (3) An amendment designating as general partner
a person admitted under Section 10A-9A-8.01(c) following the dissociation of a limited partnership's
last general partner must be signed by the person or persons so designated. (4) Any other
amendment must be signed by: (A) at least one general partner; and (B) each other person designated
in the amendment as a new general partner. (5) A restated certificate of formation must be
signed by at least one general partner and, to the extent...
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10A-9A-7.02
Section 10A-9A-7.02 Transfer of partner's transferable interest. (a) A transfer, in whole or
in part, of a partner's transferable interest: (1) is permissible; (2) does not by itself
cause the partner's dissociation; (3) does not by itself cause a dissolution and winding up
of the limited partnership; and (4) subject to Section 10A-9A-7.04, does not entitle the transferee
to: (A) participate in the management or conduct of the limited partnership's activities and
affairs; or (B) except as otherwise provided in subsection (d), have access to required information,
records, or other information concerning the partnership's activities and affairs. (b) A transferee
has the right to receive, in accordance with the transfer, distributions to which the transferor
would otherwise be entitled. (c) A transferable interest may be evidenced by a certificate
of transferable interest issued by the limited partnership. A partnership agreement may provide
for the transfer of the transferable interest...
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10A-1-8.01
in accordance with the procedures and by the stockholder vote required by Article 9 of Chapter
2A. If the governing documents provide for approval of a conversion by less than all of a
corporation's stockholders, approval of the conversion shall constitute corporate action subject
to appraisal rights pursuant to Article 13 of Chapter 2A. No conversion of a corporation to
a general or limited partnership may be effected without the consent in writing of each stockholder
who will have personal liability with respect to the converted entity, notwithstanding
any provision in the governing documents of the converting corporation providing for less
than unanimous stockholder approval for the conversion. b. The terms and conditions of a plan
of conversion of a nonprofit corporation must be approved by all the nonprofit corporation's
members entitled to vote thereon, if it is a nonprofit corporation with members with voting
rights, or as otherwise provided in the nonprofit...
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