45-16-08. Remote communications for partner meetings
1. This section shall be construed and applied to:
a. Facilitate remote communication consistent with other applicable law; and
b. Be consistent with reasonable practices concerning remote communication and
with the continued expansion of those practices.
2. To the extent authorized in the partnership agreement:
a. A meeting of the partners may be held solely by any combination of means of
remote communication through which the participants may participate in the
meeting:
(1) If the notice of the meeting is given to every partner entitled to vote; and
(2) If the partnership interests held by the partners participating in the meeting
would be sufficient to constitute a quorum at a meeting.
b. A partner not physically present at a meeting of partners may by means of remote
communication participate in a meeting of partners held at a designated place.
3. In any meeting of partners held solely by means of remote communication under
subdivision a of subsection 2, or in any meeting partners held at a designated place in
which one or more partners participate by means of remote communication under
subdivision b of subsection 2:
a. The partnership shall implement reasonable measures:
(1) To verify that each person deemed present and entitled to vote at the
meeting by means of remote communication is a partner; and
(2) To provide each partner participating by means of remote communication
with a reasonable opportunity to participate in the meeting, including an
opportunity to:
(a) Read or hear the proceedings of the meeting substantially
concurrently with those proceedings;
(b) If allowed by the procedures governing the meeting, have the
partner's remarks heard or read by other participants in the meeting
substantially concurrently with the making of those remarks; and
(c) If otherwise entitled, vote on matters submitted to the partners.
b. Participation in a meeting by this means constitutes presence at the meeting.
4. With respect to notice to partners:
a. Any notice to partners given by the partnership under any provision of this
chapter or the partnership agreement by a form of electronic communication
consented to by the partner to whom the notice is given is effective when given.
The notice is deemed given:
(1) If by facsimile communication, when directed to a telephone number at
which the partner has consented to receive notice;
(2) If by electronic mail, when directed to an electronic mail address at which
the partner has consented to receive notice;
(3) If by posting on an electronic network, on which the partner has consented
to receive notice, together with separate notice to the partner of the specific
posting, upon the later of:
(a) The posting; or
(b) The giving of the separate notice; or
(4) If by any other form of electronic communication by which the partners have
consented to receive notice, when directed to the partner.
b. An affidavit of the managing partner, other authorized partner, or authorized agent
of the partnership, that the notice has been given by a form of electronic
communication is, in the absence of fraud, prima facie evidence of the facts
stated in the affidavit.
c. Consent by a partner to notice given by electronic communication may be given
in writing or by authenticated electronic communication. The partnership is
entitled to rely on any consent so given until revoked by the partner. However, no
revocation affects the validity of any notice given before receipt by the partnership
of revocation of the consent.
5. Any ballot, vote, authorization, or consent submitted by electronic communication
under this chapter may be revoked by the partner submitting the ballot, vote,
authorization, or consent so long as the revocation is received by the other partners of
the partnership at or before the meeting or before an action without a meeting is
effective according to section 10-16-07.
6. Waiver of notice by a partner at a meeting by means of authenticated electronic
communication may be given in the manner provided in the partnership agreement.
Participation in a meeting by means of remote communication described in
subdivisions a and b of subsection 2 is a waiver of notice of that meeting, except when
the partner objects:
a. At the beginning of the meeting to the transaction of business because the
meeting is not lawfully called or conveyed; or
b. Before a vote on an item of business because the item may not lawfully be
considered at the meeting and does not participate in the consideration of the
item at that meeting.
