Acceptance of partner act by the limited partnership
N.D. Cent. Code § 45-10.2-22
in effect45-10.2-22. Acceptance of partner act by the limited partnership
1. If the name signed on a vote, consent, waiver, or proxy appointment corresponds to
the record name of a partner, then the limited partnership if acting in good faith may
accept the vote, consent, waiver, or proxy appointment and give it effect as the act of
the partner.
2. Unless the certificate of limited partnership or partnership agreement provides
otherwise, if the name signed on a vote, consent, waiver, or proxy appointment does
not correspond to the record name of a partner, then the limited partnership if acting in
good faith may accept the vote, consent, waiver, or proxy appointment and give it
effect as the act of the partner if:
a. The partner is an organization and the name signed purports to be that of an
officer, manager, or agent of the organization;
b. The name signed purports to be that of an administrator, guardian, or conservator
representing the partner, and, if the limited partnership requests, evidence of
fiduciary status acceptable to the limited partnership has been presented with
respect to the vote, consent, waiver, or proxy appointment;
c. The name signed purports to be that of a receiver or trustee in bankruptcy of the
partner, and, if the limited partnership requests, evidence of this status
acceptable to the limited partnership has been presented with respect to the vote,
consent, waiver, or proxy appointment;
d. The name signed purports to be that of a pledgee, beneficial owner, or attorney in
fact of the partner, and, if the limited partnership requests, evidence acceptable to
the limited partnership of the authority of the signatory to sign for the partner has
been presented with respect to the vote, consent, waiver, or proxy appointment;
or
e. Two or more persons hold the interests as cotenants or fiduciaries and the name
signed purports to be the name of at least one of the coholders and the person
signing appears to be acting on behalf of all the coholders.
3. The limited partnership may reject a vote, consent, waiver, or proxy appointment if the
partner or agent authorized to tabulate votes, acting in good faith, has reasonable
basis to doubt the validity of the signature on it or the authority of the signatory to sign
for the partner.
4. The limited partnership or its agent who accepts or rejects a vote, consent, waiver, or
proxy appointment in good faith and in accordance with the standards of this section is
not liable in damages to the partner for the consequences of the acceptance or
rejection.
5. Action of the limited partnership based on the acceptance or rejection of a vote,
consent, waiver, or proxy appointment under this section is valid unless a court of
competent jurisdiction determines otherwise.
Source: Open US Law by Vaquill AI (CC BY 4.0)URL: https://ndlegis.gov/cencode/t45c10-2.pdf#nameddest=45-10p2-22Fetched: 10/16/2026