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set forth the procedure for the withdrawal of the general
partner.
During 1983, Daniel J. Farley was not a partner and had no
profit interest in the partnership. During 1984, he acquired a
17.64-percent profit interest in the partnership, and, at the end
of 1984, had the largest profit interest in the partnership.
During 1985, Mr. Farley acquired an additional 7.88-percent
profit interest by purchasing the interests of other partners,
including the 2-percent interest held by Mr. Jonell. On April
15, 1985, Mr. Jonell resigned as general partner. He indicated
in his letter tendering his resignation that he was resigning
pursuant to section 9.2 of the partnership agreement. Mr. Jonell
informed respondent that he had resigned as general partner.
Sometime after his resignation, Mr. Jonell proposed Mr.
Farley as the new general partner. Mr. Farley served as the
interim general partner after Mr. Jonell's resignation. In
November 1986, the limited partners signed consents authorizing
Mr. Farley to remain as interim general partner. Mr. Doyle
signed his consent on November 10, 1986. Mr. Farley kept
whatever partnership records existed and communicated with the
limited partners.
The United States Trotting Association (USTA) is the sole
registry of standardbred horses in the United States and is a
national body responsible for the registration of horses and
keeping of registration records. On February 27, 1987, ownership
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