Meetings and Means of Voting. Meetings of the Partners for any purpose may be called by the General Partner, or Limited Partners holding an aggregate Limited Partner Interest of at least 25%. The General Partner shall call a meeting of the Partners to be held not later that 60 days following the receipt by the General Partner of any notice of adjustments of Partnership income or expenses issued by the Internal Revenue Service in any connection with an audit of any Partnership Return, such meeting to determine the appropriate action to be taken, including without limitation, the forum of any litigation contesting the notice. The notice of any meeting called under this Article XVI shall state the nature of the business to be transacted. Notice of any such meeting shall be delivered by the General Partner within ten days of its calling to all Partners in the manner prescribed in Section 17.1 of this Agreement and such meeting shall be held not less than 15 days nor more than 60 days after such notice. Partners may vote in person or by proxy at any such meeting. Subject to Section 17.6 concerning amendments to this Agreement, any matters presented to the Limited Partners for their vote shall be determined by Limited Partners holding 50% of the aggregate Limited Partner Interest or such greater Limited Partner Interest as is required therein or under the Act. Whenever the vote or consent of Partners is permitted or required under this Agreement, such vote or consent may be given at a meeting of Partners or may be given in writing in accordance with the procedure for obtaining written votes prescribed in Section 17.6 of this Agreement. Any Limited Partner which fails or refuses to vote, in person or by written ballot, at any call for a vote shall be deemed to have voted in accordance with the vote of the General Partner. Proxies, at the sole discretion of the General Partner, may not be allowed, and any votes thereunder treated as void and as if such Limited Partner failed to vote at all. Any matter requiring a vote by the Limited Partners shall include in the counted votes the vote of the General Partner acting in its capacity as a Limited Partner, if the General Partner possesses a Limited Partner Interest.
Appears in 1 contract
Sources: Limited Partnership Agreement (HEALTHSOUTH of Toms River, Inc.)
Meetings and Means of Voting. (a) Meetings of the Partners for any purpose may be called by any one or more of the General Partner, or Partners and shall be called upon the written request of Limited Partners holding an aggregate Limited Partner Interest of at least 25ten percent (10%. The General Partner shall call a meeting ) or more of the Partners to be held not later that 60 days following the receipt by the General Partner Percentage Interests. Notice of any notice of adjustments of Partnership income or expenses issued by the Internal Revenue Service in any connection with an audit of any Partnership Return, such meeting shall be given to determine all Partners not less than seven (7) days nor more than thirty (30) days prior to the appropriate action to be takendate of such meeting, including without limitation, the forum of any litigation contesting the notice. The notice of any meeting called under this Article XVI and shall state the nature of the business to be transacted. Notice of any such meeting shall be delivered by the General Partner within ten days of its calling to all Partners in the manner prescribed in Section 17.1 of this Agreement and such meeting shall be held not less than 15 days nor more than 60 days after such notice. Partners may vote in person or by proxy at any such meeting. Subject to Section 17.6 concerning amendments to this Agreement, any matters presented to the Limited Partners for their vote shall be determined by Limited Partners holding 50% of the aggregate Limited Partner Interest or such greater Limited Partner Interest as is required therein or under the Act. Whenever the vote or consent of Partners is permitted or required under this Agreement, such vote or consent may be given at a meeting of Partners in person or by telephone or may be given by means of a written consent signed by Partners holding the requisite percentage of Percentage Interests. Except as otherwise expressly provided in writing in accordance with the procedure for obtaining written votes prescribed in Section 17.6 of this Agreement. Any Limited Partner which fails or refuses to vote, in person or by written ballot, at any call for a vote shall be deemed to have voted in accordance with the vote of Partners holding a majority of the General PartnerPercentage Interests shall control.
(b) Each Partner may authorize any Person or Persons to act for him by proxy on all matters in which a Partner is entitled to participate, including waiving notice of any meeting, or voting or participating at a meeting. Proxies, Every proxy must be signed by the Partner or its attorney-in-fact. No proxy shall be valid after the expiration of six (6) months from the date thereof unless otherwise provided in the proxy. Every proxy shall be revocable at the sole discretion pleasure of the Partner executing it unless otherwise provided in the proxy.
(c) Each meeting of Partners shall be conducted by any one or more of the General Partner, may not be allowed, and any votes thereunder treated as void and as if such Limited Partner failed to vote at all. Any matter requiring a vote Partners elected by the Limited General Partners by simple majority decision or by such other Person as the General Partners may appoint pursuant to such rules for the conduct of the meeting as the General Partners deem appropriate. Meetings shall be held at locations selected by the General Partners.
(d) The General Partners shall include in meet with the counted votes other Partners on a regular basis to report on the vote operations of the General Partner acting in its capacity as a Limited Partner, if Partnership. Meetings shall be held at locations selected by the General Partner possesses a Limited Partner InterestPartners.
Appears in 1 contract
Sources: Limited Partnership Agreement (Stratos Funding, LP)
Meetings and Means of Voting. (a) Meetings of the Partners for any purpose may be called by any General Partner and shall be called upon the General Partner, or written request of any Limited Partners holding an aggregate Limited Partner Interest ten percent or more of at least 25%the Units. The General Partner shall call a meeting of the Partners to be held not later that 60 days following the receipt by the General Partner of any notice of adjustments of Partnership income or expenses issued by the Internal Revenue Service in any connection with an audit of any Partnership Return, such meeting to determine the appropriate action to be taken, including without limitation, the forum of any litigation contesting the notice. The notice of any meeting called under this Article XVI shall state the nature of the business to be transacted. Notice of any such meeting shall be delivered by the General Partner within ten days of its calling given to all Partners in the manner prescribed in Section 17.1 of this Agreement and such meeting shall be held not less than 15 seven (7) days nor more than 60 thirty (30) days after prior to the date of such noticemeeting. Partners may vote in person or by proxy at any such meeting. Subject to Section 17.6 concerning amendments to this Agreement, any matters presented to the Limited Partners for their vote shall be determined by Limited Partners holding 50% of the aggregate Limited Partner Interest or such greater Limited Partner Interest as is required therein or under the Act. Whenever the vote or consent of Partners is permitted or required under this the Agreement, such vote or consent may be given at a meeting of Partners partners or may be given in writing in accordance with the procedure for obtaining written votes prescribed in Section 17.6 of this 8.1 hereof. Except as otherwise expressly provided in the Agreement. Any Limited Partner which fails or refuses to vote, in person or by written ballot, at any call for a vote shall be deemed to have voted in accordance with the vote of a majority in interest of the Partners shall control.
(b) For the purpose of determining the Partners entitled to vote on, or to vote at, any meeting of the Partners or any adjournment thereof, the General PartnerPartner or the Partners requesting such meeting may fix, in advance, a date as the record date for any such determination of Limited Partners. Proxies, at the sole discretion of the General Partner, may Such date shall not be allowed, and more than 60 days nor less than ten days before any votes thereunder treated as void and as if such meeting.
(c) Each Limited Partner failed may authorize any Person or Persons to vote act for him by proxy on all matters in which a Limited Partner is entitled to participate, whether by waiving notice of any meeting, or voting or participating at alla meeting. Any matter requiring a vote Every proxy must be signed by the Limited Partners Partner or his attorney-in-fact. No proxy shall include be valid after the expiration of eleven months from the date thereof unless otherwise provided in the counted votes proxy. Every proxy shall be revocable at the vote pleasure of the Limited Partner executing it.
(d) Each meeting of partners shall be conducted by the General Partner acting in its capacity or such other Person as a Limited Partner, if the General partner may appoint pursuant to such rules for the conduct of the meeting as the General Partner possesses a Limited Partner Interestor such other Person deems appropriate.
Appears in 1 contract
Sources: Limited Partnership Agreement