Ch. 550                                          LAWS OF MARYLAND

Subject to § 10-303 of this title, the partnership agreement
may grant to all or a specified group of the limited partners the
right to vote (on a per capita or other basis) on any matter.]

10-302.

(A)  A PARTNERSHIP AGREEMENT MAY PROVIDE FOR CLASSES OR
GROUPS OF LIMITED PARTNERS HAVING THE RELATIVE RIGHTS, POWERS,
AND DUTIES THAT THE PARTNERSHIP AGREEMENT MAY PROVIDE, AND MAY
PROVIDE FOR THE FUTURE CREATION, IN THE MANNER PROVIDED IN THE
PARTNERSHIP AGREEMENT, OF ADDITIONAL CLASSES OR GROUPS OF LIMITED
PARTNERS HAVING THE RELATIVE RIGHTS, POWERS, AND DUTIES SENIOR TO
EXISTING CLASSES AND GROUPS OF LIMITED PARTNERS AS THE
PARTNERSHIP AGREEMENT MAY PROVIDE.

(B)  SUBJECT TO § 10-303 OF THIS SUBTITLE, THE PARTNERSHIP
AGREEMENT MAY GRANT TO ALL OR CERTAIN IDENTIFIED LIMITED PARTNERS
OR A SPECIFIED CLASS OR GROUP OF LIMITED PARTNERS THE RIGHT TO
VOTE (ON A PER CAPITA OR ANY OTHER BASIS) SEPARATELY OR TOGETHER
WITH THE GENERAL PARTNERS OR WITH ALL OR ANY OTHER CLASS OR GROUP
OF LIMITED PARTNERS OR ON ANY MATTER.

(C)  A PARTNERSHIP AGREEMENT THAT 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 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 RIGHT TO VOTE.

10-303.

(a)  Except as provided in § 10-207(a) of this title and
subsection (c) of this section, a limited partner is not liable
for the obligations of a limited partnership unless the limited
partner is also a general partner or, in addition to the exercise
of his rights and powers as a limited partner, he takes part in
the control of the business. [If the limited partner's
participation in the control of the business however, is not
substantially the same as the exercise of the powers of a general
partner, he is liable only to persons who transact business with
the limited partnership with actual knowledge of his
participation in control.] HOWEVER, IF THE LIMITED PARTNER
TAKES PART IN THE CONTROL OF THE BUSINESS AND IS NOT ALSO A
GENERAL PARTNER, THE LIMITED PARTNER IS LIABLE ONLY TO PERSONS
WHO TRANSACT BUSINESS WITH THE LIMITED PARTNERSHIP AND WHO
REASONABLY BELIEVE, BASED UPON THE LIMITED PARTNER'S CONDUCT,
THAT THE LIMITED PARTNER IS A GENERAL PARTNER.

(b)  (1) A limited partner does not [participate] TAKE PART
in the control of the business within the meaning of subsection
(a) solely by doing one or more of the following:

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