R.I. Gen. Laws § 7-12.1-107: Partnership agreement — Effect on third parties and relationship to records effective on behalf of partnership.

(a) A partnership agreement may specify that its amendment requires the approval of a person that is not a party to the agreement or the satisfaction of a condition. An amendment is ineffective if its adoption does not include the required approval or satisfy the specified condition.

(b) The obligations of a partnership and its partners to a person in the person’s capacity as a transferee or person dissociated as a partner are governed by the partnership agreement. Subject only to a court order issued under § 7-12.1-504(b)(2) to effectuate a charging order, an amendment to the partnership agreement made after a person becomes a transferee or is dissociated as a partner:

(1) Is effective with regard to any debt, obligation, or other liability of the partnership or its partners to the person in the person’s capacity as a transferee or person dissociated as a partner; and

(2) Is not effective to the extent the amendment:

(i) Imposes a new debt, obligation, or other liability on the transferee or person dissociated as a partner; or

(ii) Prejudices the rights under § 7-12.1-701 of a person that dissociated as a partner before the amendment was made.

(c) If a record delivered by a partnership to the secretary of state for filing becomes effective and contains a provision that would be ineffective under § 7-12.1-105(c) or (d)(3) if contained in the partnership agreement, the provision is ineffective in the record.

(d) Subject to subsection (c) of this section, if a record delivered by a partnership to the secretary of state for filing becomes effective and conflicts with a provision of the partnership agreement:

(1) The agreement prevails as to partners, persons dissociated as partners, and transferees; and

(2) The record prevails as to other persons to the extent they reasonably rely on the record.