56a-103. Effect of partnership agreement; nonwaivable provisions.
56a-103
56a-103. Effect of partnership agreement;nonwaivable provisions.(a) Except as otherwise provided in subsection(b), relations among the partners and between the partners and thepartnership are governed by the partnership agreement. To theextent the partnership agreement does not otherwise provide, thisact governs relations among the partners and between the partnersand the partnership.
(b) The partnership agreement may not:
(1) Vary the rights and duties under K.S.A. 56a-105except to eliminate the duty to provide copies of statements to allof the partners;
(2) unreasonably restrict the right of access tobooks and records under subsection (b) of K.S.A. 56a-403;
(3) eliminate the duty of loyalty under subsection (b) of K.S.A. 56a-404 or subsection (b)(3) of K.S.A. 56a-603, but:
(i) The partnership agreement may identifyspecific types or categories of activities that do not violate theduty of loyalty, if not manifestly unreasonable; or
(ii) all of the partners or a number orpercentage specified in the partnership agreement may authorize orratify, after full disclosure of all material facts, a specific actor transaction that otherwise would violate the duty of loyalty;
(4) unreasonably reduce the duty of care undersubsection (c) of K.S.A. 56a-404 or subsection (b)(3) of K.S.A. 56a-603;
(5) eliminate the obligation of good faith and fairdealing under subsection (d) of K.S.A. 56a-404, but the partnershipagreement mayprescribe the standards by which the performance of the obligationis to be measured, if the standards are not manifestlyunreasonable;
(6) vary the power to dissociate as a partner undersubsection (a) of K.S.A. 56a-602, except to require the notice undersubsection (a)of K.S.A. 56a-601to be in writing;
(7) vary the right of a court to expel a partner inthe events specified in subsection (e) of K.S.A. 56a-601;
(8) vary the requirement to wind up the partnershipbusiness in cases specified in subsection (d), (e) or (f) of K.S.A. 56a-801;
(9) vary the law applicable to a limited liability partnership undersubsection (b) of K.S.A. 56a-106; or
(10) restrict rights of third parties under thisact.
History: L. 1998, ch. 93, § 3; Jan. 1, 1999.