E Enacting and modifying the Uniform Limited Partnership Act 2001; + regulating the organization, structure and governance of business corporations, +nonprofit corporations and limited liability companies ARTICLE 1 � GENERAL PROVISIONSDefining certain terms; describing persons knowing and having notice +of facts; providing for the nature, purpose and duration of entities; +specifying the powers of limited partnerships; designating the governing law and +specifying the supplemental principles of law; establishing the rate of +interest; regulating the selection, use and reservation of names; specifying +the effect of partnership agreements and certain information maintenance +requirements; regulating business transactions; authorizing and providing for the +dual capacity of partners; requiring the designation of an office and +agent for service of process; providing for the consent and proxies of partners ARTICLE 2 - FORMATION; CERTIFICATE OF LIMITED PARTNERSHIP AND OTHER +FILINGSProviding for the formation of limited partnerships and the filing of+ a certificate and a statement of termination; specifying certain +records signing and filing and report requirements and certain duties of the +secretary of state ARTICLE 3 � LIMITED PARTNERSProviding for the rights and responsibilities of limited partners ARTICLE 4 � GENERAL PARTNERS Providing for the rights and responsibilities and regulating the +conduct of general partners; providing for the transfer of partnership property ARTICLE 5 � CONTRIBUTIONS AND DISTRIBUTIONSProviding for the form of and specifying liability for contributions;+ requiring the sharing of distributions, specifying certain restrictions and +limits; imposing liability for improper distributions ARTICLE 6 � DISSOCIATIONRegulating dissociation from limited partnerships, providing for +effect and specifying liability ARTICLE 7 � TRANSFERABLE INTERESTS AND RIGHTS OF TRANSFEREES AND +CREDITORSRegulating the transfer of partner interest; specifying the rights of+ creditors of partners or transferees; providing for the power of estate of +deceased partners ARTICLE 8 � DISSOLUTIONRegulating the dissolution of limited partnerships; providing for +nonjudicial, judicial and administrative dissolution and dissociation after +dissolution; specifying certain winding up requirements and options; providing for+ the disposal of claims; authorizing and providing for reinstatement after administrative dissolution; providing for the disposition of assets ARTICLE 9 � FOREIGN LIMITED PARTNERSHIPSDesignating the governing law for foreign limited partnerships and +providing for application for and filing and revocation or cancellation of +certificates of authority to transact business in the state; specifying the +activities not constituting business transactions; providing for name compliance; +authorizing the attorney general to maintain actions to restrain foreign limited partnerships from transacting business in the state in violation of +the requirements ARTICLE 10 � ACTIONS BY PARTNERSAuthorizing and providing for certain direct and derivative actions +by partners ARTICLE 11 � CONVERSION AND MERGERRegulating conversions and mergers of limited partnerships; defining +certain terms; specifying certain plan and articles of conversion or merger requirements and providing for the effect; specifying certain +restrictions on approval of conversions and mergers and the liability and general +powers of partners after conversion or merger; providing for certain conflicts ARTICLE 12 � MISCELLANEOUS PROVISIONSProviding uniform application of the provisions; severability and +savings clauses; specifying the relation to the federal electronic signatures+ in global and national commerce act and for the application to existing +relationships; providing for the effect of limited partnership designation; +repealing the existing uniform limited partnership act (1976) ARTICLE 13 � CONFORMING CHANGES Making conforming changes to certain provisions relating to the +service of process and corporate names; correcting the definition of record +under the uniform limited partnership act of 1994ARTICLE 14 � OTHER BUSINESS ORGANIZATIONSModifying certain provisions regulating the organization, structure +and governance of business corporations, nonprofit corporations and +limited liability companies; defining or redefining certain terms; requiring +the signing by all shareholders of written actions; modifying the right +of shareholders to vote as a class or series on proposed amendments; +regulating the election of directors; providing for the effectiveness of +electronic communication of board meeting notices; filing of amendments to filed statements to be considered amendments of the articles of +incorporation; providing for action without a meeting by nonpublic corporations and +requiring notice to and specifying the liability of shareholders for notice of +written actions; expanding the actions allowing shareholder dissent, +regulating the right to obtain payment and modifying certain requirements for notice+ of dissent; expanding the definition of official capacity for +indemnification purposes; creating an exception to the requirement for shareholder +approval of asset transfers; regulating the conversion of corporations and +limited liability companies, specifying certain plan and articles +requirements and providing for the effect, effectiveness and abandonment of +conversions; providing for the effectiveness of electronic communication of +nonprofit corporation board meetings and authorizing electronic communication +of action ballots under certain conditions; modifying the right of owners of +outstanding membership interests of LLCs to class or series voting on amendments +to the articles of organization; requiring the approval of members entitled +to vote on amendments to articles or member control agreements to permit written+ action by less than all members; expanding the right of dissenters to obtain +payment for the fair value of membership interests and modifying certain notice requirements; filing of amendments to company statements to be +considered amendments of the articles of organization; regulating the election +of governors and providing for the effectiveness of electronic +communication of board meeting notices; creating an exception to the requirement for +member approval of asset transfers ARTICLE 15 � FISCAL YEAR 2005 FUNDINGSetting certain limited and foreign limited partnership filing fees, +sunset; appropriating money to the secretary of state for provisions +implementation purposes (je, ja)