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| Home > Statutes > USA New Jersey |
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USA Statutes : new_jersey
Title : TITLE 42 PARTNERSHIPS AND PARTNERSHIP ASSOCIATIONS
Chapter : 42:2A-29.
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42:2A-29. Right to information
Right to information. A limited partner has the right to:
a. Inspect and copy any of the partnership records required to be maintained by section 9 of P.L 1983, c. 489 (C. 42:2A-9);
b. Obtain from the general partners from time to time upon reasonable demand true and full information regarding the state of the business and financial condition of the limited partnership;
c. Receive promptly after becoming available, a copy of the limited partnership@s federal, State and local income tax returns for each year; and
d. Other information regarding the affairs of the limited partnership as is just and reasonable.
Upon the reasonable request of any partner, the records set forth in this section shall be subject to inspection and copying at a reasonable cost by any partner during ordinary business hours.
L. 1983, c. 489, s. 28; amended 1984, c.245,s.8; 1988,c.130,s.16.
42:2A-29.1. Notice of limited partners@ meetings
Notice of Limited Partners@ Meetings. a. Except as provided in the partnership agreement, written notice of the time, place and purpose or purposes of every meeting of limited partners shall be given not less than 10 days nor more than 60 days before the date of the meeting, either personally or by mail, to each limited partner of record entitled to vote at the meeting. In no case, however, may the partnership agreement provide for less than 10 days@ notice.
b. When a meeting is adjourned to another time and place, it shall not be necessary, unless the partnership agreement otherwise provides, to give notice of the adjourned meeting if the time and place to which the meeting is adjourned are announced at the meeting at which the adjournment is taken and at the adjourned meeting only such business is transacted as might have been transacted at the original meeting. However, if after the adjournment the general partner fixes a new record date for the adjourned meeting, a notice of the adjourned meeting shall be given to each limited partner of record entitled to notice under subsection a. hereof on the new record date.
L. 1988, c. 130, s. 42.
42:2A-29.2. Waiver of notice of lapse of time
Waiver of Notice of Lapse of Time. a. Except as provided in the partnership agreement, notice of a meeting need not be given to any limited partner who signs a waiver of notice, in person or by an attorney-in-fact, whether before or after the meeting. The attendance of any limited partner at a meeting, in person or by an attorney-in-fact, without protesting prior to the conclusion of the meeting the lack of notice of the meeting, shall constitute a waiver of notice by him.
b. Except as provided in the partnership agreement, whenever limited partners are authorized to take any action after the lapse of a prescribed period of time, the action may be taken without the lapse if the requirement is waived in writing in person or by an attorney-in-fact, before or after the taking of the action, by every limited partner entitled to vote thereon as of the date of the taking of such action.
L. 1988, c. 130, s. 43.
42:2A-29.3. Action by limited partners
Action by Limited Partners. Except as otherwise provided in the partnership agreement, any action required or permitted to be taken by limited partners may be taken:
a. At a meeting with notice thereof given as provided in section 42 of P.L.1988, c.130 (C. 42:2A-29.1) by that portion of limited partners whose votes are necessary to take such action; or
b. Without a meeting, upon the written consent of, that portion of limited partners whose votes are necessary to take such action. When action is taken without a meeting, however, all limited partners shall receive a written report of all actions taken.
L. 1988, c. 130, s. 44.
42:2A-29.4. Fixing record date
Fixing Record Date. a. Except as otherwise provided in the partnership agreement, the general partner may fix, in advance, a date as the record date for determining the partnership@s limited partners with regard to any partnership action or event and, in particular, for determining the limited partners entitled to:
(1) Be notified of or vote at any meeting of the partners or any adjournment thereof;
(2) Consent in writing to any action without a meeting; or
(3) Receive payment of any distribution or allotment of any right.
The record date may in no case be less than five days nor more than 60 days prior to the meeting of partners or other partnership action or event to which it relates. The record date to determine limited partners entitled to give a written consent may not be more than 60 days before the date fixed for tabulation of the consents or, if no date has been fixed for tabulation, more than 60 days before the last day on which consents received may be counted.
b. If no record date is fixed:
(1) The record date for determining limited partners for purposes of a meeting of partners shall be the close of business on the day next preceding the date on which notice is given, or, if no notice is given, the day next preceding the day on which the meeting is held; and
(2) The record date for determining limited partners for any purpose other than specified in paragraph (1) of this subsection shall be at the close of business on the day on which the action relating thereto is adopted.
c. When a determination of limited partners of record for a meeting of partners has been made as provided in this section, the determination shall apply to any adjournment thereof, unless the general partner fixes a new record date under this section for the adjourned meeting.
d. For the purposes of this section, a limited partner of record shall, in addition to meeting all other requirements of this section, have fulfilled all conditions described in the partnership agreement and by applicable law relative to attaining limited partner status.
L. 1988, c. 130, s. 45.
42:2A-29.5. Limited partnership interests held jointly or as tenants in common
Limited Partnership Interests Held Jointly or as Tenants in Common. Limited partnership interests held by two or more persons as joint tenants or tenants in common may be voted at any meeting of limited partners by any one of such persons, unless another joint tenant or tenant in common seeks to vote any of such interest in the limited partnership in person or by an attorney-in-fact. In the latter event, the written agreement, if any, which governs the manner in which such limited partnership interests shall be voted, shall control if presented at the meeting. If no such agreement is presented at the meeting, then, for the purposes of voting, the interest in the limited partnership shall be divided equally among such joint tenants or tenants in common present.
L. 1988, c. 130, s. 46.
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