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2. Agreement of Limited Partnership
Also on July 1, 1984, the initial general partners and
certain others entered into an agreement of limited partnership
with respect to the partnership (the AVA limited partnership
agreement or the agreement). Among other things, the agreement
establishes the authority and duties of the general partners and
restricts the rights of the limited partners. In part, the
agreement provides:
1. “Definitions”
* * * * * * *
1.6 “Managing Agent” means American Agri-Corp, or
its designated successor as provided for in this
Agreement.
* * * * * * *
9.4 “Role of Limited Partners.” Except as otherwise
provided in this Agreement, a Limited Partner shall not
take part in or interfere in any manner with the
conduct or control of the business of the Partnership
and shall have no right or authority to act for or bind
the Partnership. * * *
* * * * * * *
11. “Rights, Powers and Duties of the General Partners”
11.1 “Management and Control of the Partnership.”
11.1.a Subject to the consent of the Limited
Partners where required by this Agreement,
the General Partners, with the authority
granted under this Agreement, shall have the
exclusive right to manage the business of the
Partnership and are hereby authorized to take
any action of any kind and to do anything and
everything they deem necessary in accordance
with the provisions of this Agreement. In
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Last modified: May 25, 2011