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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.
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Last modified: May 25, 2011