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is the statement "Executed this 16th day of December ,
1983", followed by nine signatures, eight of which appear
to be the signatures of persons who are listed above as
partners, and one of which is struck through with a line.
The partnership agreement states: "The Managing
Partner shall be responsible for executing all legal
documents, * * * preparation of the partnership tax return,
[and] mailing of K-1's to individual partners". The
agreement is blank in the space provided for the name of
the managing partner. The partnership agreement does not
otherwise state how tax matters are to be handled on behalf
of the partnership.
Paragraph 15 of the partnership agreement governs
voting and states as follows:
The partners shall vote on all items of
importance. Included in this area would be
approval of advertising layouts, art work for
product package, cable or television contracts,
etc. Approval of such items will require a two-
third's (2/3's) majority. Approval of major
monetary disbursements, (other than incidental
payments of bookkeeping fees, tax return
preparation, or copy and mailing cost, and
managing partner compensation) shall be by a
unanimous vote. For example, an additional
payment to the distributor for advertising or
special promotion would require a unanimous vote
by all members. Assessments can be made only by
unanimous vote. Voting may be via telephone with
later written confirmation.
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Last modified: May 25, 2011