§ 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.