Article 43 - Rights and duties of the Partners etc
(1) A Limited Partner is not subject to the duties in:
(A) Article 14(2)(A) and (C) (keeping Partners informed and accounting for
Profits of a competing Business ); and
(2) Article 21 (Partnership bound by acts of Partners carrying on Business in usual
way) does not apply in relation to a Limited Partner .
(3) Subsections (4) to (7) contain Default Rules for a Limited Partnership .
(4) Differences about ordinary matters connected with the Partnership Business or
affairs may be decided by:
(A) the General Partner ; or
(B) if there is more than one General Partner , a majority of them.
(5) But differences about other matters connected with the Partnership Business or
affairs must be decided by:
(A) the General Partner ; or
(B) if there is more than one General Partner , all of them.
(6) The question whether a Limited Partner should be given authority to act on
behalf of the Partnership is not an ordinary matter.
(7) The Partnership Agreement cannot be varied under subsection (4).