PARTNERSHIPS—LIMITED 2761

(j) The members desire to make a change in any other statement in
the certificate in order that it shall accurately represent the agreement
between them.

An. Code, 1924, sec. 25. 1912, sec. 22C. 1918, ch. 280, sec. 22C.

25. (Requirements for Amendment and for Cancellation of Certifi-
cate. ) (1) The writing to amend a certificate shall

(a) Conform to the requirements of Section 2 (la) as far as neces-
sary to set forth clearly the change in the certificate which it is desired to
make, and

(b) Be signed and sworn to by all members, and an amendment sub-
stituting a limited partner or adding a limited or general partner shall
be signed also by the member to be substituted or added, and when a
limited partner is to be substituted, the amendment shall also be signed by
the assigning limited partner.

(2) The writing to cancel a certificate shall be signed by all members.

(3) A person desiring the cancellation or amendment of a certificate,
if any person designated in paragraphs (1) and (2) as a person who must
execute the writing refuses to do so, may petition the Circuit Court of
the County or the Superior Court of Baltimore City to direct a cancella-
tion or amendment thereof.

(4) If the court finds that the petitioner has a right to have the writ-
ing executed by a person who refuses to do so, it shall order the Clerk of
the Court in the office where the certificate is recorded to record the can-
cellation or amendment of the certificate; and where the certificate is to
be amended, the court shall also cause to be filed for record in said office
a certified copy of its decree setting forth the amendment.

(5) A certificate is amended or cancelled when there is filed for record
in the office of the Clerk of the Court where the certificate is recorded

(a) A writing in accordance with the provisions of paragraph (1), or
(2) or

(6) A certified copy of the order of court in accordance with the pro-
visions of paragraph (4).

(6) After the certificate is duly amended in accordance with this sec-
tion, the amended certificate shall thereafter be for all purposes the certifi-
cate provided for by this article.
See notes to sec. 9.

An. Code, 1924, sec. 26. 1912, sec. 22D. 1918, ch. 280, sec. 22D.

26. (Parties to Actions.) A contributor, unless he is a general partner,
is not a proper party to proceedings by or against a partnership, except
where the object is to enforce a limited partner's right against or liability
to the partnership.

An. Code, 1924, sec. 27. 1912, sec. 22E. 1918, ch. 280, sec. 22E.

27. (Name of Article.) This article may be cited as The Uniform
Limited Partnership Act.

An. Code, 1924, sec. 28. 1912, sec. 22F. 1918, ch. 280, see. 22F.

28. (Rules of Construction.) (1) The rule that statutes in deroga-
tion of the common law are to be strictly construed shall have no applica-
tion to this article.