48-2e-112. Partnership agreement -- Scope, function, and limitations.
(1) Except as otherwise provided in Subsectionsand, the partnership agreement governs: (3) (4) relations among the partners as partners and between the partners and the limited partnership; the activities and affairs of the limited partnership and the conduct of those activities and affairs; and the means and conditions for amending the partnership agreement.
(2) To the extent the partnership agreement does not provide for a matter described in Subsection, this chapter governs the matter. (1)
(3) A partnership agreement may not: vary a limited partnership's capacity under Sectionto sue and be sued in its own name; 48-2e-105 vary the law applicable under Section; 48-2e-106 vary any requirement, procedure, or other provision of this chapter pertaining to: registered agents; or the division, including provisions pertaining to records authorized or required to be delivered to the division for filing under this chapter; vary the provisions of Section; 48-2e-204 vary the right of a general partner under Subsectionto vote on or consent to an amendment to the certificate of limited partnership which deletes a statement that the limited partnership is a limited liability limited partnership; 48-2e-406(2)(b) eliminate the duty of loyalty or the duty of care except as otherwise provided in Subsection; (4) eliminate the contractual obligation of good faith and fair dealing under Subsectionsand, but the partnership agreement may prescribe the standards, if not unconscionable or against public policy, by which the performance of the obligation is to be measured; 48-2e-305(1) 48-2e-409(4) relieve or exonerate a person from liability for conduct involving bad faith, willful misconduct, or recklessness; vary the information required under Sectionor unreasonably restrict the duties and rights under Sectionor, but the partnership agreement may impose reasonable restrictions on the availability and use of information obtained under those sections and may define appropriate remedies, including liquidated damages, for a breach of any reasonable restriction on use; 48-2e-115 48-2e-304 48-2e-407 vary the power of a person to dissociate as a general partner under Subsectionexcept to require that the notice under Subsectionbe in a record; 48-2e-604(1) 48-2e-603(1) vary the causes of dissolution specified in Subsection; 48-2e-801(1)(f) vary the requirement to wind up the limited partnership's activities and affairs as specified in Subsections,, and; 48-2e-802(1) (2)(a) (4) unreasonably restrict the right of a partner to maintain an action under; Part 10, Actions by Partners vary the provisions of Section, but the partnership agreement may provide that the limited partnership may not have a special litigation committee; 48-2e-1005 vary the right of a partner to approve a merger, interest exchange, conversion, or domestication under Subsection,,, or; or 48-2e-1123(1)(b) 48-2e-1133(1)(b) 48-2e-1143(1)(b) 48-2e-1153(1)(b) except as otherwise provided in Sectionand Subsection, restrict the rights under this chapter of a person other than a partner. 48-2e-113 48-2e-114(2)
(4) Subject to Subsection, without limiting other terms that may be included in a partnership agreement, the following rules apply: (3)(h) The partnership agreement may specify the method by which a specific act or transaction that would otherwise violate the duty of loyalty may be authorized or ratified by one or more disinterested and independent persons after full disclosure of all material facts. If not unconscionable or against public policy, the partnership agreement may: alter or eliminate the aspects of the duty of loyalty stated in Subsection; 48-2e-409(2) identify specific types or categories of activities that do not violate the duty of loyalty; alter the duty of care, but may not authorize intentional misconduct or knowing violation of law; and alter or eliminate any other fiduciary duty.
(5) The court shall decide as a matter of law whether a term of a partnership agreement is unconscionable or against public policy under Subsectionor. The court: (3)(g) (4)(b) shall make its determination as of the time the challenged term became part of the partnership agreement and by considering only circumstances existing at that time; and may invalidate the term only if, in light of the purposes, activities, and affairs of the limited partnership, it is readily apparent that: the objective of the term is unconscionable or against public policy; or the means to achieve the term's objective is unconscionable or against public policy.