| 11. Subsection (j) continues with one important clarification |
the UPA Section 18(h) scheme of allocating management authority |
among the partners. In the absence of an agreement to the |
contrary, matters arising in the ordinary course of the business |
may be decided by a majority of the partners. Amendments to the |
partnership agreement and matters outside the ordinary course of |
the partnership business require unanimous consent of the |
partners. Although the text of the UPA is silent regarding |
extraordinary matters, courts have generally required the consent |
of all partners for those matters. See, e.g., Paciaroni v. |
Crane, 408 A.2d 946 (Del. Ch. 1989); Thomas v. Marvin E. Jewell & |
Co., 232 Neb. 261, 440 N.W.2d 437 (1989); Duell v. Hancock, 83 |
A.D.2d 762, 443 N.Y.S.2d 490 (1981). |