- 43 - anything in furtherance of the Partnership business” amounted to a grant of agency from the partners to the general partners sufficient for a general partner to enter into an agreement with the Secretary to extend the 3-year period. See supra at 297. Here, in pertinent part, the DV-85 limited partnership agreement provides: 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 decisions by the General Partners, vote by a majority of them shall be determinative. * * * * * * * 11.2 “Authority of the General Partners” 11.2.a Except to the extent otherwise provided herein, the General Partners (or their designated agent) for, and in the name and on behalf of the Partnership, are hereby authorized: * * * * * * * (11) to engage in any kind of activity and to perform and carry out contracts of any kind necessary to, or in connection with, or incidental to the accomplishment of the purposes of the Partnership, as may be lawfully carried on or performed by a partnership under the laws of each state in which the partnership is then formed or qualified. There are no pertinent restrictions on the authority of the general partners, and, thus, sections 11.1.a, 11.2.a, and (11) of the DV-85 agreement provide a grant of agency at least as broadPage: Previous 33 34 35 36 37 38 39 40 41 42 43 44 45 46 47 48 49 50 51 52 Next
Last modified: May 25, 2011