42:2A-29.4. Fixing record date

Fixing Record Date. a. Except as otherwise provided in the partnership agreement, the general partner may fix, in advance, a date as the record date for determining the partnership's limited partners with regard to any partnership action or event and, in particular, for determining the limited partners entitled to:

(1) Be notified of or vote at any meeting of the partners or any adjournment thereof;

(2) Consent in writing to any action without a meeting; or

(3) Receive payment of any distribution or allotment of any right.

The record date may in no case be less than five days nor more than 60 days prior to the meeting of partners or other partnership action or event to which it relates. The record date to determine limited partners entitled to give a written consent may not be more than 60 days before the date fixed for tabulation of the consents or, if no date has been fixed for tabulation, more than 60 days before the last day on which consents received may be counted.

b. If no record date is fixed:

(1) The record date for determining limited partners for purposes of a meeting of partners shall be the close of business on the day next preceding the date on which notice is given, or, if no notice is given, the day next preceding the day on which the meeting is held; and

(2) The record date for determining limited partners for any purpose other than specified in paragraph (1) of this subsection shall be at the close of business on the day on which the action relating thereto is adopted.

c. When a determination of limited partners of record for a meeting of partners has been made as provided in this section, the determination shall apply to any adjournment thereof, unless the general partner fixes a new record date under this section for the adjourned meeting.

d. For the purposes of this section, a limited partner of record shall, in addition to meeting all other requirements of this section, have fulfilled all conditions described in the partnership agreement and by applicable law relative to attaining limited partner status.

L. 1988, c. 130, s. 45.