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HomeMy WebLinkAbout1201 1 increased personnel. These projected general and administrative expenses are consequently only the current best guess of the anticipated expenses to be incurrea by the project and are not deemed to be guidelines or limitations; but the estimates to re~lect the Harbour Ridge, Inc. management's comp~nsation philosophy which will be apnlied to the nr~ject. ~he Partnership recognizes that the salaries paid by it to the stockholders of the Managing General Partner may not constitute reasonable compensation for services rendered and the N,anaging General Partner assumes reasponsibility of s~pplementing such compensation if appropriate. The Partnership Representatives snall conduct regular meetings at times mutually agreeable to the principal representatives of the respective General Partners. An agenda and supporting material should be circulated prior to the meeting by the hjanaging General Partner to Fairfield. Special meetings of the Partnership Representatives may be called upon by three days' notice by either General Partner. The- Partnership kepresentatives shall not taf~e any action unless at least one representative of each General Partner is present after due notice having been given. However, the Partnership Representatives may act informally, without the necessity of a meeting, in the event each Ge~eral Partner consents in writing to the informal action without a meeting, wh.ich consent must also state the nature of the action so taken and the vote of ttie consentiny General Partner on such mattet. The Managing General Partner shall be obligateci to keep minutes of such Partnersnip Representatives' meetings, which minutes shall be provided to Fairfield within two weeks following a meeting for its concurrence; anc7 Fairfield shall be deemed to have concurred with the minutes as being an accurate reflection of the action taken at the meeting unless Fairfield notifies the Manaqinq General Partner tci the contrarj srithin two ~eeks following receipt of sucn minutes. (d) Liability of Managing General~Partner and Fairfield. Neitner the Managiny General Partner nor Fairfield shall, in any event, be liable to the Limited Partner for any act or omission performed by them in good faith pursuant to the authority granted to them by this Agreement, but only for fraud, gross negligence or breach of their fiduciary obligation as General Partners. (e) Management of Fartnership Business. The Limited Partner shall take no part in, nor interfere in any manner, with the management, conduct or control of the Partnership business and shall have no right or authority to act or bind the Partnership. 12. Conveyance. Any deed, mortgage, bill of sale, lease, contract for sale, or other instrument purporting to convey or encumber the assets of the Partnership in their entirety, at any time held in its name, shall be sig ned by tfie Managing General Partner on behalf of the Partnership, and no other signa~ure shall be cequired. The General and Limited Partners do hereby constitute and appoint the Managing General Partner -11- a~~x350 ~~GE12~1 ,. . , ~s . _. - - - ~ -. _~ _ _: . _ ..