§ 10–302

A partnership agreement may provide for classes or groups of limited partners having the relative rights, powers, and duties that the partnership agreement may provide, and may provide for the future creation, in the manner provided in the partnership agreement, of additional classes or groups of limited partners having the relative rights, powers, and duties senior to existing classes and groups of limited partners as the partnership agreement may provide.

Subject to § 10–303 of this subtitle, the partnership agreement may grant to all or certain identified limited partners or a specified class or group of limited partners the right to vote (on a per capita or any other basis) separately or together with the general partners or with all or any other class or group of limited partners or on any matter.

A partnership agreement that grants a right to vote may set forth provisions relating to notice of the time, place, or purpose of any meeting at which any matter is to be voted on by any limited partners, waiver of any notice, action by consent without a meeting, the establishment of a record date, quorum requirements, voting in person or by proxy, or any other matter with respect to the exercise of any right to vote.

A limited partnership is bound by and may enforce the partnership agreement whether or not the limited partnership has itself manifested assent to the agreement.

A person that becomes a partner is deemed to assent to the partnership agreement.

Two or more persons intending to become the initial partners of a limited partnership may make an agreement that provides that on the formation of the limited partnership the agreement will be the partnership agreement.

Unless otherwise provided in the partnership agreement, the affirmative vote or consent of all the partners is required to amend the partnership agreement.