LD 1609
pg. 17
Page 16 of 148 An Act To Establish the Uniform Partnership Act Page 18 of 148
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LR 1469
Item 1

 
does not otherwise provide, this chapter governs relations among
the partners and between the partners and the partnership.

 
2.__Nonwaivable provisions of chapter.__The partnership
agreement may not:

 
A.__Vary the rights and duties under section 1005 except to
eliminate the duty to provide copies of statements to all of
the partners;

 
B.__Unreasonably restrict the right of access to books and
records under section 1043, subsection 2;

 
C.__Eliminate the duty of loyalty under section 1044,
subsection 2 or section 1063, subsection 2, paragraph C,
but:

 
(1)__The partnership agreement may identify specific
types or categories of activities that do not violate
the duty of loyalty if not manifestly unreasonable; or

 
(2)__All of the partners or a number or percentage
specified in the partnership agreement may authorize or
ratify, after full disclosure of all material facts, a
specific act or transaction that otherwise would
violate the duty of loyalty;

 
D.__Unreasonably reduce the duty of care under section 1044,
subsection 3 or section 1063, subsection 2, paragraph C;

 
E.__Eliminate the obligation of good faith and fair dealing
under section 1044, subsection 4, but the partnership
agreement may prescribe the standards by which the
performance of the obligation is to be measured if the
standards are not manifestly unreasonable;

 
F.__Vary the power to dissociate as a partner under section
1062, subsection 1, except to require the notice under
section 1061, subsection 1 to be in writing;

 
G.__Vary the right of a court to expel a partner in the
events specified in section 1061, subsection 5;

 
H.__Vary the requirement to wind up the partnership business
in cases specified in section 1081, subsection 4, 5 or 6;

 
I.__Vary the law applicable to a limited liability
partnership under section 1006, subsection 2; or

 
J.__Restrict rights of 3rd parties under this chapter.


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