Appointment of Managing Partner



1. Identity of Managing Partner. The Managing Partner of the partnership (Partnership) shall be [name].

2. Full Management Authority. The business of Partnership will be managed by the Managing Partner in accordance with the [state] Partnership Act, as amended.

3. Rights and Duties. The Managing Partner has the exclusive power and obligation to:

a. Prepare and give reports of Partnership's operations to the other Partners or to government agencies.

b. Supervise and manage the business of Partnership in a prudent manner that will protect the best interests of Partnership.

c. Execute, in Partnership's name, any contracts, notes, or other documents that may be needed in connection with the operation of Partnership.

d. Borrow money, on Partnership's credit, for use in Partnership's business.

e. Purchase personal property for use by Partnership and, in connection with such purchase, grant to the seller a security interest in the property purchased.

f. Make and undertake all necessary and reasonable expenditures to acquire and improve Partnership's assets.

Except for the rights and duties enumerated in this paragraph 3, all other Partnership decisions will be made by the majority vote of all of the Partners.

4. Fiduciary Obligation. The Managing Partner has a fiduciary responsibility with respect to the use of Partnership's funds and assets, and will not use those funds or assets other than for Partnership's exclusive benefit.

5. Limitations on Managing Partner's Powers. The Managing Partner may not do any of the following without the consent of all of the Partners:

a. Transfer, sell, or dispose of all or substantially all of Partnership's assets or funds;

b. Refinance, increase, or extend loans of Partnership;

c. Sell, assign, or transfer the Managing Partner's interest in Partnership, or consent to the sale, assignment, or transfer of another Partner's interest in Partnership;

d. Name a substitute, or appoint a successor, Managing Partner;

e. Admit new Partners to Partnership;

f. Engage Partnership in any business other than that specified in this Agreement;

g. Amend this Agreement;

h. Make any purchase or sign any contract on behalf of Partnership involving a cost or liability of more than ........ dollars ($........);

i. Borrow money in excess of ........ dollars ($........) in the name of Partnership or for which Partnership property is pledged as collateral;

j. Confess to a judgment on behalf of Partnership;

k. Execute or agree to any guaranty or indemnity on behalf of Partnership; or

l. Assign or release any claim or debt owed to Partnership unless it is fully paid.

6. Removal of the Managing Partner. The Managing Partner may be removed by the Partners, by written vote or consent signed by at least [number, e.g., two thirds, a majority, all] of the Partners. Notice of removal will be given to the Managing Partner not less than [number] days before the effective date of the removal. The removal of the Managing Partner will be effective after such vote and notice, and as soon as a substitute Managing Partner is appointed. The Partners will select a new Managing Partner within [number] days after notice of removal is given to the Managing Partner.