- 6 -
The document begins with language stating that the Agreement was
made “as of the 1st day of January, 1994”, but later recites that
the partnership shall commence its existence upon the date a
certificate of limited partnership is duly filed with the
California Secretary of State. The primary purpose for HFLP’s
formation, according to the Agreement, was as follows:
The acquisition, including by purchase of, sale
of, management of, holding, investing in and
reinvesting in stocks (both common and preferred),
options with respect thereto, bonds, mutual funds, debt
instruments, money market funds, notes and deeds of
trust and similar instruments and investments (the
“Portfolio”).
Michael and Lynn were named as the general partners of HFLP
and the Trust as the sole limited partner, with interests of .4
percent, .6 percent, and 99 percent, respectively. Michael was
also designated to serve as the managing general partner. As
regards his authority, the Agreement provides:
Subject to the provisions of Paragraph 7.3, the
Managing General Partner shall have the full, exclusive
and complete authority and discretion in the management
and control of the business of the Partnership for the
purposes stated herein and shall have the right to make
any and all decisions affecting the business of the
Partnership. Subject to the provisions of this
Agreement, the Managing General Partner shall have full
and exclusive authority with respect to the Portfolio,
including rights of sale, reinvesting and voting. * * *
The referenced Paragraph 7.3 then specifies the following
limitations:
Notwithstanding the provisions of this Paragraph
7, neither General Partner shall have any right, power
or authority to:
Page: Previous 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 Next
Last modified: May 25, 2011