MEETINGS OF, OR ACTIONS BY, THE LIMITED PARTNERS. Meetings of the Limited Partners to vote upon any matters on which the Limited Partners are authorized to take action under this Agreement or as the same may be amended from time to time may be called at any time by any of the General Partners or by one or more Limited Partners holding more than 10% of the outstanding Limited Partnership interests by delivering written notice, either in person or by registered mail, of such call to the General Partners. Within ten (10) days following receipt of such request, the General Partners shall cause a written notice to be given, either in person or by registered mail, to the Limited Partners entitled to vote advising them that a meeting, convenient to the Limited Partners, will be held at a time and place fixed by the General Partners. Such meeting will be held not less than fifteen (15) days nor more than sixty (60) days after the mailing of the notice of the meeting, provided, however, that such maximum periods for the giving of notice and the holding of meetings may be extended for an additional sixty (60) days if such extension is necessary to obtain qualification with the California Commission of Corporations of the matters to be acted upon at such meeting or clearance by the appropriate governing agency of the solicitation materials to be forwarded to the Limited Partners in connection with such meeting. Included with the notice of a meeting shall be a detailed statement of the action proposed, including a verbatim statement of the wording of any resolution proposed for adoption by the Limited Partners and of any proposed amendment to this Limited Partnership Agreement, as the same may from time to time be amended. All expenses of the meeting and notification shall be borne by the Partnership. Limited Partners holding in excess of fifty percent (50%) of the Units entitled to vote on any such action shall constitute a quorum for the transaction of that specific action at any meeting. Personal presence of the Limited Partners shall not be required, provided an effective written consent to or rejection of such proposed action is submitted to the General Partners. Attendance by a Limited Partner and voting in person at any meeting shall revoke any written consents or rejections of such Limited Partner submitted with respect to action proposed to be taken at such meeting. Submission of a later written consent or rejection with respect to any action shall revoke an earlier one as to such action. Any matter on which the Limited Partners are authorized to take action under this Agreement or under law may be taken by the Limited Partners without a meeting and shall be as valid and effective as action taken by the Limited Partners at a meeting assembled, if written consents to such action by the Limited Partners are (i) signed by the Limited Partners entitled to vote upon such action at a meeting who hold the number of Units required to authorize such action and (ii) are delivered to the General Partners. In the event that there shall be no General Partner, the Limited Partners may take action without a meeting by the written consent of Limited Partners having a majority or such higher percentage as required elsewhere herein of the voting power of the Limited Partners entitled to vote.
Appears in 1 contract
Samples: Limited Partnership Agreement (Consolidated Capital Institutional Properties 2)
MEETINGS OF, OR ACTIONS BY, THE LIMITED PARTNERS. (a) Meetings of partners may be held at a time and place convenient to the Limited Partners to vote upon any matters on which the Limited Partners are authorized to take action under within or without this Agreement or state as the same may be amended from time to time fixed by the General Partners. If no other place is so fixed, partners' meetings shall be held at the principal executive office of the Partnership.
(b) A meeting of the partners may be called at any time by any of the General Partners or by one or more Limited Partners holding representing more than 10% 10 percent of the outstanding interests of Limited Partnership interests by delivering written noticePartners for any matters on which the Limited Partners may vote.
(1) Whenever partners are required or permitted to take any action at a meeting, either in person or by registered mail, of such call to the General Partners. Within ten (10) days following receipt of such request, the General Partners shall cause a written notice to of the meeting shall be given, either in person or by registered mailwithin ten days after receipt of a request, not less than 15, nor more than 60, days before the date of the meeting to the Limited Partners each partner entitled to vote advising them that at the meeting. The notice shall state the place, date, and hour of the meeting and the general nature of the business to be transacted, and no other business may be transacted.
(2) Notice of a meetingPartners' meeting or any report shall be given either personally or by mail or other means of written communication, convenient addressed to the Limited Partners, will be held partner at a time and place fixed the address of the partner appearing on the books of the Partnership or given by the partner to the Partnership for the purpose of notice, or, if no address appears or is given, at the place where the principal executive office of the partnership is located or by publication at least once in a newspaper of general circulation in the county in which the principal executive office is located. The notice or report shall be deemed to have been given at the time when delivered personally or deposited in the mail or sent by other means of written communication. An affidavit of mailing of any notice or report in accordance with the provisions of this article, executed by a General Partners. Such meeting will Partner, shall be held not less than fifteen (15) days nor more than sixty (60) days after prima facie evidence of the mailing giving of the notice of the meeting, provided, however, that such maximum periods for the giving of notice and the holding of meetings may be extended for an additional sixty (60) days if such extension is necessary to obtain qualification with the California Commission of Corporations of the matters to be acted upon at such meeting or clearance by the appropriate governing agency of the solicitation materials to be forwarded to the Limited Partners in connection with such meetingreport. Included with the notice of a meeting shall be a detailed statement of the action proposed, including a verbatim statement of the wording of any resolution proposed for adoption by the Limited Partners limited partners and of any proposed amendment to the partnership agreement. If any notice or report addressed to the partner at the address of the partner appearing on the books of the Partnership is returned to the Partnership by the United States Postal Service marked to indicate that the United States Postal Service is unable to deliver the notice or report to the partner at the address, all future notices or reports shall be deemed to have been duly given without further mailing if they are available for the partner at the principal executive office of the Partnership for a period of one year from the date of the giving of the notice or report to all other partners.
(3) Upon written request to the General Partners by any person entitled to call a meeting of partners, the General Partners shall, within ten days after receipt of a request, cause written notice to be given in person or by certified mail to the partners entitled to vote that a meeting will be held at a time requested by the person calling the meeting, not less than 15, nor more than 60, days after the receipt of the request. If the notice is not given within 20 days after receipt of the request, the person entitled to call the meeting may give the notice or, upon the application of such person, the superior court of the county in which the principal executive office of the Partnership is located, or if the principal executive office is not in this state, the county in which the Partnership's address in this state is located, shall summarily order the giving of the notice, after notice to the Partnership giving it an opportunity to be heard. The procedure provided in subdivision (c) of Section 305 of the California Corporations Code shall apply to the application. The court may issue any order as may be appropriate, including, without limitation, an order designating the time and place of the meeting, the record date for determination of partners entitled to vote, and the form of notice.
(d) When a partners' meeting is adjourned to another time or place, unless the Partnership Agreement otherwise requires and, except as provided in this subdivision, notice need not be given of the adjourned meeting if the time and place thereof are announced at the meeting at which the adjournment is taken. At the adjourned meeting the Partnership may transact any business which might have been transacted at the original meeting. If the adjournment is for more than 45 days or if after the adjournment a new record date is fixed for the adjourned meeting, a notice of the adjourned meeting shall be given to each partner of record entitled to vote at the meeting.
(e) The transactions of any meeting of partners, however called and noticed, and wherever held, are as valid as though had at a meeting duly held after regular call and notice, if a quorum is present either in person or by proxy, and if, either before or after the meeting, each of the persons entitled to vote, not present in person or by proxy, signs a written waiver of notice or a consent to the holding of the meeting or an approval of the minutes thereof. All waivers, consents, and approvals shall be filed with the Partnership records or made a part of the minutes of the meeting. Attendance of a person at a meeting shall constitute a waiver of notice of the meeting, except when the person objects, at the beginning of the meeting to the transaction of any business because the meeting is not lawfully called or convened and except that attendance at a meeting is not a waiver of any right to object to the consideration of matters required by this chapter to be included in the notice but not so included, if the objection is expressly made at the meeting. Neither the business to be transacted at nor the purpose of any meeting of partners need be specified in any written waiver of notice, unless otherwise provided in the partnership agreement, except as provided in subdivision (f).
(f) Any partner approval at a meeting, other than unanimous approval by those entitled to vote, pursuant to paragraph (5) of subdivision (b) of Section 15632 of the California Corporations Code shall be valid only if the general nature of the proposal so approved was stated in the notice of meeting or in any written waiver of notice.
(1) A majority in interest of the Limited Partners represented in person or by proxy shall constitute a quorum at a meeting of partners.
(2) The partners present at a duly called or held meeting at which a quorum is present may continue to transact business until adjournment notwithstanding the withdrawal of enough partners to Leave less than a quorum, if any action taken (other than adjournment) is approved by the requisite percentage of interests of Limited Partners specified in California Revised Limited Partnership Act or in the Partnership Agreement.
(3) In the absence of a quorum, as the same any meeting of partners may be adjourned from time to time by the vote of a majority of the interests represented either in person or by proxy, but no other business may be amendedtransacted, except as provided in paragraph (2).
(h) Unless otherwise provided in the Partnership Agreement, any action which may be taken at any meeting of the partners may be taken without a meeting if a consent in writing, setting forth the action so taken, shall be signed by partners having not less than the minimum number of votes that would be necessary to authorize or take that action at a meeting at which all entitled to vote thereon were present and voted. All expenses In the event the Limited Partners are requested to consent on a matter without a meeting, each partner shall be given notice of the matter to be voted upon in the same manner as described in subdivision (c). In the event any General Partner, or Limited Partners representing more than 10 percent of the interests of the Limited Partners, request a meeting for the purpose of discussing or voting on the matter, the notice of a meeting shall be given in accordance with subdivision (c) and no action shall be taken until the meeting is held. Unless delayed in accordance with the provisions of the preceding sentence, any action taken without a meeting will be effective 15 days after the required minimum number of voters have signed the consent, however, the action will be effective immediately if all General Partners and Limited Partners representing at least 90 percent of the interests of the Limited Partners have signed the consent.
(i) The use of proxies in connection with this section will be governed in the same manner as in the case of corporations formed under the General Corporation Law of California. The Partnership will provide for proxies or written consents which specify a choice between approval and disapproval of each matter to be acted upon at the meeting.
(j) In order that the Partnership may determine the partners of record entitled to notices of any meeting or to vote, or entitled to receive any distribution or to exercise any rights in respect of any other lawful action, the General Partners, or Limited Partners representing more than 10 percent of the interests of Limited Partners, may fix, in advance, a record date, which is not more than 60 or less than 15 days prior to the date of the meeting and notification not more than 60 days prior to any other action. If no record date is fixed:
(1) The record date for determining partners entitled to notice of or to vote at a meeting of partners shall be borne by at the Partnership. Limited Partners holding in excess close of fifty percent (50%) business on the business day next preceding the day on which notice is given or, if notice is waived, at the close of business on the Units entitled to vote on any such action shall constitute a quorum for business day next preceding the transaction of that specific action at any meeting. Personal presence of the Limited Partners shall not be required, provided an effective written consent to or rejection of such proposed action is submitted to the General Partners. Attendance by a Limited Partner and voting in person at any meeting shall revoke any written consents or rejections of such Limited Partner submitted with respect to action proposed to be taken at such meeting. Submission of a later written consent or rejection with respect to any action shall revoke an earlier one as to such action. Any matter day on which the Limited Partners are authorized meeting is held.
(2) The record date for determining partners entitled to take give consent to Partnership action under this Agreement or under law may be taken by the Limited Partners in writing without a meeting and shall be as valid and effective as action taken by the Limited Partners day on which the first written consent is given.
(3) The record date for determining partners for any other purpose shall be at the close of business on the day on which the general partners adopt it, or the 60th day prior to the date of the other action, whichever is later.
(4) The determination of partners of record entitled to notice of or to vote at a meeting assembled, if written consents of partners shall apply to such action by the Limited Partners are (i) signed by the Limited Partners entitled to vote upon such action at a meeting who hold the number of Units required to authorize such action and (ii) are delivered to the General Partners. In the event that there shall be no General Partner, the Limited Partners may take action without a meeting by the written consent of Limited Partners having a majority or such higher percentage as required elsewhere herein any adjournment of the voting power of meeting unless the Limited Partners entitled to votegeneral partners, or the limited partners who called the meeting, fix a new record date for the adjourned meeting, but the general partners, or the limited partners who called the meeting, shall fix a new record date if the meeting is adjourned for more than 45 days from the date set for the original meeting.
Appears in 1 contract
Samples: Limited Partnership Agreement (Windsor Park Properties 7)
MEETINGS OF, OR ACTIONS BY, THE LIMITED PARTNERS. (a) Meetings of the Limited Partners to vote upon any matters on as to which the Limited Partners are authorized to take action under this Agreement or as the same may be amended from time to time may be called at any time by any of the General Partners or and shall be called by one or more the General Partners upon the written request of Limited Partners holding ten percent (10%) or more than 10% of the outstanding Limited Partnership interests Units by delivering written noticenotice within ten days after receipt of such written request, either in person or by registered mail, of such call to the General Partners. Within ten (10) days following receipt of such request, the General Partners shall cause a written notice to be given, either in person or by registered certified mail, to the Limited Partners entitled to vote advising them at such meeting to the effect that a meeting, convenient to the Limited Partners, meeting will be held at a reasonable time and place fixed by convenient to the General Partners. Such meeting will be held Limited Partners and which is not less than fifteen (15) days nor more than sixty (60) days after the mailing receipt of the notice of the meeting, such request; provided, however, that such maximum periods for the giving of notice and the holding of meetings may be extended for an additional sixty (60) days if such extension is necessary to obtain qualification with the California Commission of Corporations or clearance under any applicable securities laws of the matters to be acted upon at such meeting or clearance by the appropriate governing agency of the solicitation materials to be forwarded to the Limited Partners in connection with such meeting. The General Partners agree to use their best efforts to obtain such qualifications and clearances. Included with the notice of a meeting shall be a detailed statement of the action proposed, including a verbatim statement of the wording of on any resolution proposed for adoption by the Limited Partners and of any proposed amendment to this Limited Partnership Agreement, as the same may from time to time be amended. All expenses of the meeting and notification shall be borne by the Partnership. .
(b) A Limited Partners holding in excess of fifty percent (50%) of the Units Partner shall be entitled to cast one vote on any such action shall constitute a quorum for the transaction of each Unit that specific action at any meeting. Personal presence of the Limited Partners shall not be required, provided an effective written consent to or rejection of such proposed action is submitted to the General Partnershe owns. Attendance by a Limited Partner at any meeting and voting in person at any meeting shall revoke any written consents or rejections of such Limited Partner proxy submitted with respect to action proposed to be taken at such meeting. Submission of a later written consent or rejection with respect to any action shall revoke an earlier one Any matter as to such action. Any matter on which the Limited Partners are authorized to take action under this Agreement or under law may be taken acted upon by the Limited Partners without a meeting and any such action shall be as valid and effective as action taken by the Limited Partners at a meeting assembled, if written consents to such action by the Limited Partners are (i) signed by the Limited Partners entitled to vote upon such action at a meeting who hold the number of Units required to authorize such action and (ii) are delivered to the General Partners. In the event that there shall be no a General Partner, . Prompt notice of the Limited Partners may take taking of any action without a meeting by the less than unanimous written consent of Limited Partners having a majority or such higher percentage as required elsewhere herein of the voting power of the Limited Partners entitled without a meeting shall be given to votethe Limited Partners who have not consented in writing to the taking of the action.
(c) The General Partners shall be responsible for enacting all needed rules of order for conducting all meetings and shall keep, or cause to be kept, at the expense of the Partnership, an accurate record of all matters discussed and action taken at all meetings or by written consent. The records of all said meetings and written consents shall be maintained at the principal place of business of the Partnership and shall be available for inspection by any Partner at reasonable times.
Appears in 1 contract
Samples: Agreement of Limited Partnership (Behringer Harvard Short Term Opportunity Fund I Lp)
MEETINGS OF, OR ACTIONS BY, THE LIMITED PARTNERS. Meetings of the Limited Partners to vote upon any matters on which the Limited Partners are authorized to take action under this Agreement or as the same may be amended from time to time may be called at any time by any of the General Partners Partner(s) or by one or more Limited Partners holding more than 10% of the outstanding Limited Partnership interests by delivering written notice, either in person or by registered mail, of such call to the General PartnersPartner(s). Within ten (10) days following receipt of such request, the General Partners Partner(s) shall cause a written notice to be given, either in person or by registered mail, mail to the Limited Partners entitled to vote advising them that a meeting, convenient to the Limited Partners, will be held at a time and place fixed by the General PartnersPartner(s). Such meeting will be held not less than fifteen (15) days nor more than sixty (60) days after the mailing of the notice of the meeting, ; provided, however, that such maximum periods for the giving of notice and the holding of meetings may be extended for an additional sixty (60) days if such extension is necessary to obtain qualification with the California Commission of Corporations of the matters to be acted upon at such meeting or clearance by the appropriate governing agency of the solicitation materials to be forwarded to the Limited Partners in connection with such meeting. Included with the notice of a meeting shall be a detailed statement of the action proposed, including a verbatim statement of the wording of any resolution proposed for adoption by the Limited Partners and of any proposed amendment to this Limited Partnership Agreement, as the same may from time to time be amended. All expenses of the meeting and notification shall be borne by the Partnership. Limited Partners holding in excess of fifty percent (50%) of the Units entitled to vote on any such action shall constitute a quorum for the transaction of that specific action at any meeting, except in the event that the last remaining General Partner has been adjudicated bankrupt, in which event Limited Partners holding 100% of the Units will constitute a quorum to elect one or more General Partners to continue the business of the Partnership. Personal presence of the Limited Partners shall not be required, provided an effective written consent to or rejection of such proposed action is submitted to the General PartnersPartner(s). Attendance by a Limited Partner and voting in person at any meeting shall revoke any written consents or rejections of such Limited Partner submitted with respect to action proposed to be taken at such meeting. Submission of a later written consent or rejection with respect to any action shall revoke an earlier one as to such action. Any matter on which the Limited Partners are authorized to take action under this Agreement or under law may be taken by the Limited Partners without a meeting and shall be as valid and effective as action taken by the Limited Partners at a meeting assembled, if written consents to such action by the Limited Partners are Partner(s) are: (i) signed by the Limited Partners entitled to vote upon such action at a meeting who hold the number of Units required to authorize such action action; and (ii) are delivered to the General PartnersPartner(s). In the event that there shall be no General Partner, the Limited Partners may take action without a meeting by the written consent of Limited Partners having a majority or such higher percentage as required elsewhere herein of the voting power of the Limited Partners entitled to vote.
Appears in 1 contract
Samples: Limited Partnership Agreement (Consolidated Capital Institutional Properties 3)
MEETINGS OF, OR ACTIONS BY, THE LIMITED PARTNERS. (a) Meetings of the Limited Partners to vote upon any matters on which the Limited Partners are authorized to take action under this Agreement or as the same partners may be amended from time to time held at any place within or without this state as may be fixed by the General Partners. If no other place is so fixed, partners' meetings shall be held at the principal executive office of the Partnership.
(b) A meeting of the partners may be called at any time by any of the General Partners or by one or more Limited Partners holding representing more than 10% 10 percent of the outstanding interests of Limited Partnership interests by delivering written noticePartners for any matters on which the Limited Partners may vote.
(1) Whenever partners are required or permitted to take any action at a meeting, either in person or by registered mail, of such call to the General Partners. Within ten (10) days following receipt of such request, the General Partners shall cause a written notice to of the meeting shall be given, either in person or by registered mailwithin ten days after receipt of a request, not less than 15, nor more than 60, days before the date of the meeting to the Limited Partners each partner entitled to vote advising them that at the meeting. The notice shall state the place, date, and hour of the meeting and the general nature of the business to be transacted, and no other business may be transacted.
(2) Notice of a meetingPartners' meeting or any report shall be given either personally or by mail or other means of written communication, convenient addressed to the Limited Partners, will be held partner at a time and place fixed the address of the partner appearing on the books of the Partnership or given by the partner to the Partnership for the purpose of notice, or, if no address appears or is given, at the place where the principal executive office of the partnership is located or by publication at least once in a newspaper of general circulation in the county in which the principal executive office is located. The notice or report shall be deemed to have been given at the time when delivered personally or deposited in the mail or sent by other means of written communication. An affidavit of mailing of any notice or report in accordance with the provisions of this article, executed by a General Partners. Such meeting will Partner, shall be held not less than fifteen (15) days nor more than sixty (60) days after prima facie evidence of the mailing giving of the notice of the meeting, provided, however, that such maximum periods for the giving of notice and the holding of meetings may be extended for an additional sixty (60) days if such extension is necessary to obtain qualification with the California Commission of Corporations of the matters to be acted upon at such meeting or clearance by the appropriate governing agency of the solicitation materials to be forwarded to the Limited Partners in connection with such meetingreport. Included with the notice of a meeting shall be a detailed statement of the action proposed, including a verbatim statement of the wording of any resolution proposed for adoption by the Limited Partners limited partners and of any proposed amendment to the partnership agreement. If any notice or report addressed to the partner at the address of the partner appearing on the books of the Partnership is returned to the Partnership by the United States Postal Service marked to indicate that the United States Postal Service is unable to deliver the notice or report to the partner at the address, all future notices or reports shall be deemed to have been duly given without further mailing if they are available for the partner at the principal executive office of the Partnership for a period of one year from the date of the giving of the notice or report to all other partners.
(3) Upon written request to the General Partners by any person entitled to call a meeting of partners, the General Partners shall, within ten days after receipt of a request, cause notice to be given to the partners entitled to vote that a meeting will be held at a time requested by the person calling the meeting, not less than 15, nor more than 60, days after the receipt of the request. If the notice is not given within 20 days after receipt of the request, the person entitled to call the meeting may give the notice or, upon the application of such person, the superior court of the county in which the principal executive office of the Partnership is located, or if the principal executive office is not in this state, the county in which the Partnership's address in this state is located, shall summarily order the giving of the notice, after notice to the Partnership giving it an opportunity to be heard. The procedure provided in subdivision (c) of Section 305 of the California Corporations Code shall apply to the application. The court may issue any order as may be appropriate, including, without limitation, an order designating the time and place of the meeting, the record date for determination of partners entitled to vote, and the form of notice.
(d) When a partners' meeting is adjourned to another time or place, unless the Partnership Agreement otherwise requires and, except as provided in this subdivision, notice need not be given of the adjourned meeting if the time and place thereof are announced at the meeting at which the adjournment is taken. At the adjourned meeting the Partnership may transact any business which might have been transacted at the original meeting. If the adjournment is for more than 45 days or if after the adjournment a new record date is fixed for the adjourned meeting, a notice of the adjourned meeting shall be given to each partner of record entitled to vote at the meeting.
(e) The transactions of any meeting of partners, however called and noticed, and wherever held, are as valid as though had at a meeting duly held after regular call and notice, if a quorum is present either in person or by proxy, and if, either before or after the meeting, each of the persons entitled to vote, not present in person or by proxy, signs a written waiver of notice or a consent to the holding of the meeting or an approval of the minutes thereof. All waivers, consents, and approvals shall be filed with the Partnership records or made a part of the minutes of the meeting. Attendance of a person at a meeting shall constitute a waiver of notice of the meeting, except when the person objects, at the beginning of the meeting to the transaction of any business because the meeting is not lawfully called or convened and except that attendance at a meeting is not a waiver of any right to object to the consideration of matters required by this chapter to be included in the notice but not so included, if the objection is expressly made at the meeting. Neither the business to be transacted at nor the purpose of any meeting of partners need be specified in any written waiver of notice, unless otherwise provided in the partnership agreement, except as provided in subdivision (f).
(f) Any partner approval at a meeting, other than unanimous approval by those entitled to vote, pursuant to paragraph (5) of subdivision (b) of Section 15632 of the California Corporations Code shall be valid only if the general nature of the proposal so approved was stated in the notice of meeting or in any written waiver of notice.
(1) A majority in interest of the Limited Partners represented in person or by proxy shall constitute a quorum at a meeting of partners.
(2) The partners present at a duly called or held meeting at which a quorum is present may continue to transact business until adjournment notwithstanding the withdrawal of enough partners to leave less than a quorum, if any action taken (other than adjournment) is approved by the requisite percentage of interests of Limited Partners specified in California Revised Limited Partnership Act or in the Partnership Agreement.
(3) In the absence of a quorum, as the same any meeting of partners may be adjourned from time to time by the vote of a majority of the interests represented either in person or by proxy, but no other business may be amendedtransacted, except as provided in paragraph (2).
(h) Unless otherwise provided in the Partnership Agreement, any action which may be taken at any meeting of the partners may be taken without a meeting if a consent in writing, setting forth the action so taken, shall be signed by partners having not less than the minimum number of votes that would be necessary to authorize or take that action at a meeting at which all entitled to vote thereon were present and voted. All expenses In the event the Limited Partners are requested to consent on a matter without a meeting, each partner shall be given notice of the matter to be voted upon in the same manner as described in subdivision (c). In the event any General Partner, or Limited Partners representing more than 10 percent of the interests of the Limited Partners, request a meeting for the purpose of discussing or voting on the matter, the notice of a meeting shall be given in accordance with subdivision (c) and no action shall be taken until the meeting is held. Unless delayed in accordance with the provisions of the preceding sentence, any action taken without a meeting will be effective 15 days after the required minimum number of voters have signed the consent, however, the action will be effective immediately if all General Partners and Limited Partners representing at least 90 percent of the interests of the Limited Partners have signed the consent.
(i) The use of proxies in connection with this section will be governed in the same manner as in the case of corporations formed under the General Corporation Law of California. The Partnership will provide for proxies or written consents which specify a choice between approval and disapproval of each matter to be acted upon at the meeting.
(j) In order that the Partnership may determine the partners of record entitled to notices of any meeting or to vote, or entitled to receive any distribution or to exercise any rights in respect of any other lawful action, the General Partners, or Limited Partners representing more than 10 percent of the interests of Limited Partners, may fix, in advance, a record date, which is not more than 60 or less than 15 days prior to the date of the meeting and notification not more than 60 days prior to any other action. If no record date is fixed:
(1) The record date for determining partners entitled to notice of or to vote at a meeting of partners shall be borne by at the Partnership. Limited Partners holding in excess close of fifty percent (50%) business on the business day next preceding the day on which notice is given or, if notice is waived, at the close of business on the Units entitled to vote on any such action shall constitute a quorum for business day next preceding the transaction of that specific action at any meeting. Personal presence of the Limited Partners shall not be required, provided an effective written consent to or rejection of such proposed action is submitted to the General Partners. Attendance by a Limited Partner and voting in person at any meeting shall revoke any written consents or rejections of such Limited Partner submitted with respect to action proposed to be taken at such meeting. Submission of a later written consent or rejection with respect to any action shall revoke an earlier one as to such action. Any matter day on which the Limited Partners are authorized meeting is held.
(2) The record date for determining partners entitled to take give consent to Partnership action under this Agreement or under law may be taken by the Limited Partners in writing without a meeting and shall be as valid and effective as action taken by the Limited Partners day on which the first written consent is given.
(3) The record date for determining partners for any other purpose shall be at the close of business on the day on which the general partners adopt it, or the 60th day prior to the date of the other action, whichever is later.
(4) The determination of partners of record entitled to notice of or to vote at a meeting assembled, if written consents of partners shall apply to such action by the Limited Partners are (i) signed by the Limited Partners entitled to vote upon such action at a meeting who hold the number of Units required to authorize such action and (ii) are delivered to the General Partners. In the event that there shall be no General Partner, the Limited Partners may take action without a meeting by the written consent of Limited Partners having a majority or such higher percentage as required elsewhere herein any adjournment of the voting power of meeting unless the Limited Partners entitled to votegeneral partners, or the limited partners who called the meeting, fix a new record date for the adjourned meeting, but the general partners, or the limited partners who called the meeting, shall fix a new record date if the meeting is adjourned for more than 45 days from the date set for the original meeting.
Appears in 1 contract
MEETINGS OF, OR ACTIONS BY, THE LIMITED PARTNERS. (a) Meetings of the Limited Partners to vote upon any matters on as to which the Limited Partners are authorized to take action under this Agreement or as the same may be amended from time to time may be called at any time by any of the General Partners or and shall be called by one or more the General Partners upon the written request of Limited Partners holding ten percent (10%) or more than 10% of the outstanding Limited Partnership interests Units by delivering written noticenotice within ten days after receipt of such written request, either in person or by registered mail, of such call to the General Partners. Within ten (10) days following receipt of such request, the General Partners shall cause a written notice to be given, either in person or by registered certified mail, to the Limited Partners entitled to vote advising them at such meeting to the effect that a meeting, convenient to the Limited Partners, meeting will be held at a reasonable time and place fixed by convenient to the General Partners. Such meeting will be held Limited Partners and which is not less than fifteen (15) days nor more than sixty (60) days after the mailing receipt of the notice of the meeting, such request; provided, however, that such maximum periods for the giving of notice and the holding of meetings may be extended for an additional sixty (60) days if such extension is necessary to obtain qualification with the California Commission of Corporations or clearance under any applicable securities laws of the matters to be acted upon at such meeting or clearance by the appropriate governing agency of the solicitation materials to be forwarded to the Limited Partners in connection with such meeting. The General Partners agree to use their best efforts to obtain such qualifications and clearances. Included with the notice of a meeting shall be a detailed statement of the action proposed, including a verbatim statement of the wording of on any resolution proposed for adoption by the Limited Partners and of any proposed amendment to this Limited Partnership Agreement, as the same may from time to time be amended. All expenses of the meeting and notification shall be borne by the Partnership. .
(b) A Limited Partners holding in excess of fifty percent (50%) of the Units Partner shall be entitled to cast one vote on any such action shall constitute a quorum for the transaction of each Unit that specific action at any meeting. Personal presence of the Limited Partners shall not be required, provided an effective written consent to or rejection of such proposed action is submitted to the General Partnershe owns. Attendance by a Limited Partner at any meeting and voting in person at any meeting shall revoke any written consents or rejections of such Limited Partner proxy submitted with respect to action proposed to be taken at such meeting. Submission of a later written consent or rejection with respect to any action shall revoke an earlier one Any matter as to such action. Any matter on which the Limited Partners are authorized to take action under this Agreement or under law may be taken acted upon by the Limited Partners without a meeting and any such action shall be as valid and effective as action taken by the Limited Partners at a meeting assembled, if written consents to such action by the Limited Partners are (i) signed by the Limited Partners entitled to vote upon such action at a meeting who hold the number of Units required to authorize such action and (ii) are delivered to the General Partners. In the event that there shall be no a General Partner, . Prompt notice of the Limited Partners may take taking of any action without a meeting by the less than unanimous written consent of Limited Partners having a majority or such higher percentage as required elsewhere herein of the voting power of the Limited Partners entitled without a meeting shall be given to votethe Limited Partners who have not consented in writing to the taking of the action.
Appears in 1 contract
Samples: Agreement of Limited Partnership (Behringer Harvard Mid Term Value Enhancement Fund I Lp)
