Estate of Morton B. Harper, Deceased, Michael A. Harper, Executor - Page 11

                                       - 11 -                                         
          and, if necessary, to the admission of one or more general                  
          partners; (3) an election to dissolve the partnership made in               
          writing by the general partners and the limited partners; or (4)            
          the failure to elect a successor general partner within 60 days             
          after the removal of the last general partner.                              
               Although the Agreement contains no express provision                   
          regarding the removal of a general partner, it specifies that               
          rights and duties of the partners are governed by the California            
          Revised Limited Partnership Act except to the extent the                    
          Agreement states otherwise.  This Act includes the following:               
          “The limited partners shall have the right to vote on the removal           
          of a general partner, and that action shall be effective without            
          further action upon the vote or written consent of a majority in            
          interest of all partners”.  Cal. Corp. Code sec. 15636(f)(2)                
          (West 1991).                                                                
               The Agreement was signed by decedent on behalf of the Trust,           
          by Michael, and by Lynn.  Although the signatures are undated,              
          the document was executed by Michael in May or June of 1994.                
          Lynn could not remember when she signed the Agreement and did not           
          read it prior to signing.  A certificate of limited partnership             
          was filed on behalf of HFLP with the California Secretary of                
          State on June 14, 1994.                                                     

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