N.Y. Partnership Law § 121-302: Classes and voting by limited partners

§ 121-302. Classes and voting by limited partners. (a) A partnership

agreement may provide for classes or groups of limited partners having

such relative rights and powers as the partnership agreement may

provide, and may make provision for the future creation in the manner

provided in the partnership agreement of additional classes of limited

partners having such relative rights and powers as may from time to time

be established pursuant to the partnership agreement including rights

and duties senior to existing classes of limited partners. The

partnership agreement may grant to or withhold from all or one or more

classes of limited partners the right to vote, on a per capita, class or

other basis, upon any matter.

(b) A partnership agreement which 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 such 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 such

right to vote.