The Vermont Statutes Online

Title 11 : Corporations, Partnerships and Associations

Chapter 022 : Partnerships

Subchapter 001 : General Provisions

• § 3203. Effect of partnership agreement; nonwaivable provisions

  (a) Except as otherwise provided in subsection (b) of this section, relations among the partners and between the partners and the partnership are governed by the partnership agreement. Subsection (b) of this section shall be the exclusive list of rights, duties, and provisions of this chapter which may not be varied by the partnership agreement. To the extent the partnership agreement does not otherwise provide, this chapter governs relations among the partners and between the partners and the partnership.

  (b) The partnership agreement may not:

  (1) vary the rights and duties under section 3205 of this title except to eliminate the duty under subsection 3205(e) of this title to provide copies of statements to all of the partners;

  (2) unreasonably restrict the right of access to books and records under subsection 3233(b) of this title;

  (3) eliminate the duty of loyalty under subsection 3234(b) or subdivision 3253(b)(3) of this title, but:

  (A) the partnership agreement may identify specific types or categories of activities that do not violate the duty of loyalty, if not manifestly unreasonable; or

  (B) all of the partners or a number or percentage specified in the partnership agreement may authorize or ratify, after full disclosure of all material facts, a specific act or transaction that otherwise would violate the duty of loyalty;

  (4) unreasonably reduce the duty of care under subsection 3234(c) or subdivision 3253(b)(3) of this title;

  (5) eliminate the obligation of good faith and fair dealing under subsection 3234(d) of this title, but the partnership agreement may prescribe the standards by which the performance of the obligation is to be measured, if the standards are not manifestly unreasonable;

  (6) vary the power to dissociate as a partner under subsection 3252(a) of this title, except to require the notice under subdivision 3251(1) of this title to be in writing;

  (7) vary the right of a court to expel a partner in the events specified in subdivision 3251(5) of this title;

  (8) vary the requirement to wind up the partnership business in cases specified in subdivision 3271(4), (5), or (6) of this title;

  (9) vary the law applicable to a limited liability partnership under subsection 3206(b) of this title; or

  (10) restrict rights of third parties under this chapter unless such third parties have agreed to be bound by such restrictions. (Added 1997, No. 149 (Adj. Sess.), § 1, eff. Jan. 1, 1999.)