North Dakota Code 45-10.2-22 – Acceptance of partner act by the limited partnership
1. If the name signed on a vote, consent, waiver, or proxy appointment corresponds to the record name of a partner, then the limited partnership if acting in good faith may accept the vote, consent, waiver, or proxy appointment and give it effect as the act of the partner.
Terms Used In North Dakota Code 45-10.2-22
- Bankruptcy: Refers to statutes and judicial proceedings involving persons or businesses that cannot pay their debts and seek the assistance of the court in getting a fresh start. Under the protection of the bankruptcy court, debtors may discharge their debts, perhaps by paying a portion of each debt. Bankruptcy judges preside over these proceedings.
- Damages: Money paid by defendants to successful plaintiffs in civil cases to compensate the plaintiffs for their injuries.
- Evidence: Information presented in testimony or in documents that is used to persuade the fact finder (judge or jury) to decide the case for one side or the other.
- Fiduciary: A trustee, executor, or administrator.
- Guardian: A person legally empowered and charged with the duty of taking care of and managing the property of another person who because of age, intellect, or health, is incapable of managing his (her) own affairs.
- Jurisdiction: (1) The legal authority of a court to hear and decide a case. Concurrent jurisdiction exists when two courts have simultaneous responsibility for the same case. (2) The geographic area over which the court has authority to decide cases.
- Organization: includes a foreign or domestic association, business trust, corporation, enterprise, estate, joint venture, limited liability company, limited liability partnership, limited partnership, partnership, trust, or any legal or commercial entity. See North Dakota Code 1-01-49
- Partnership: A voluntary contract between two or more persons to pool some or all of their assets into a business, with the agreement that there will be a proportional sharing of profits and losses.
- Partnership: includes a limited liability partnership registered under chapter 45-22. See North Dakota Code 1-01-49
- Person: means an individual, organization, government, political subdivision, or government agency or instrumentality. See North Dakota Code 1-01-49
- Trustee: A person or institution holding and administering property in trust.
2. Unless the certificate of limited partnership or partnership agreement provides otherwise, if the name signed on a vote, consent, waiver, or proxy appointment does not correspond to the record name of a partner, then the limited partnership if acting in good faith may accept the vote, consent, waiver, or proxy appointment and give it effect as the act of the partner if:
a. The partner is an organization and the name signed purports to be that of an officer, manager, or agent of the organization; b. The name signed purports to be that of an administrator, guardian, or conservator representing the partner, and, if the limited partnership requests, evidence of fiduciary status acceptable to the limited partnership has been presented with respect to the vote, consent, waiver, or proxy appointment; c. The name signed purports to be that of a receiver or trustee in bankruptcy of the partner, and, if the limited partnership requests, evidence of this status acceptable to the limited partnership has been presented with respect to the vote, consent, waiver, or proxy appointment; d. The name signed purports to be that of a pledgee, beneficial owner, or attorney in fact of the partner, and, if the limited partnership requests, evidence acceptable to the limited partnership of the authority of the signatory to sign for the partner has been presented with respect to the vote, consent, waiver, or proxy appointment; or e. Two or more persons hold the interests as cotenants or fiduciaries and the name signed purports to be the name of at least one of the coholders and the person signing appears to be acting on behalf of all the coholders.
3. The limited partnership may reject a vote, consent, waiver, or proxy appointment if the partner or agent authorized to tabulate votes, acting in good faith, has reasonable basis to doubt the validity of the signature on it or the authority of the signatory to sign for the partner.
4. The limited partnership or its agent who accepts or rejects a vote, consent, waiver, or proxy appointment in good faith and in accordance with the standards of this section is not liable in damages to the partner for the consequences of the acceptance or rejection.
5. Action of the limited partnership based on the acceptance or rejection of a vote, consent, waiver, or proxy appointment under this section is valid unless a court of competent jurisdiction determines otherwise.