| | A partner may maintain a derivative action to enforce a right | of a limited partnership if: |
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| | 1.__Demand for limited partnership to enforce.__The partner | first makes a demand on the general partners, requesting that | they cause the limited partnership to bring an action to enforce | the right, and the general partners do not bring the action | within a reasonable time; or |
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| | 2.__Demand futile.__A demand would be futile. |
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| | A derivative action may be maintained only by a person that is | a partner at the time the action is commenced and: |
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| | 1.__Partner when conduct occurred.__That was a partner when | the conduct giving rise to the action occurred; or |
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| | 2.__Partner status.__Whose status as a partner devolved upon | the person by operation of law or pursuant to the terms of the | partnership agreement from a person that was a partner at the | time of the conduct. |
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| | In a derivative action, the complaint must state with | particularity: |
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| | 1.__Date and content of demand; response.__The date and | content of the plaintiff's demand and the general partners' | response to the demand; or |
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| | 2.__Demand excused.__Why the demand should be excused as | futile. |
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| §1425.__Proceeds and expenses |
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| | 1.__Proceeds.__Except as otherwise provided in subsection 2: |
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| A.__Any proceeds or other benefits of a derivative action, | whether by judgment, compromise or settlement, belong to the | limited partnership and not to the derivative plaintiff; and |
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| B.__If the derivative plaintiff receives any proceeds, the | derivative plaintiff shall immediately remit them to the | limited partnership. |
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| | 2.__Expenses.__If a derivative action is successful in whole | or in part, the court may award the plaintiff reasonable |
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