(a) Except as otherwise provided in Subsection (b) of this section, relations among the partners and between the partners and the partnership are governed by the partnership agreement. To the extent the partnership agreement does not otherwise provide, the Uniform Partnership Act (1994) [54-1A-101 to 54-1A-1206 NMSA 1978] governs relations among the partners and between the partners and the partnership.

(b) The partnership agreement may not:

(1) vary the rights and duties under Section 54-1A-105 NMSA 1978, except to eliminate the duty to provide copies of statements to all of the partners;

(2) unreasonably restrict the right of access to books and records under Section 54-1A-403(b) NMSA 1978;

(3) eliminate the duty of loyalty under Section 54-1A-404(b) or 54-1A-603(b) NMSA 1978, but:

(i) the partnership agreement may identify specific types or categories of activities that do not violate the duty of loyalty, if not manifestly unreasonable; or

(ii) all of the partners or a number or percentage specified in the partnership agreement may authorize or ratify, after full disclosure of all material facts, a specific act or transaction that would violate the duty of loyalty;

(4) unreasonably reduce the duty of care under Section 54-1A-404(c) or 54-1A-603(b) NMSA 1978;

(5) eliminate the obligation of good faith and fair dealing under Section 54-1A-404(d) NMSA 1978, but the partnership agreement may prescribe the standards by which the performance of the obligation is to be measured, if the standards are not manifestly unreasonable;

(6) vary the power to dissociate as a partner under Section 54-1A-602(a) NMSA 1978, except to require the notice under Section 54-1A-601(1) NMSA 1978 to be in writing;

(7) vary the right of a court to expel a partner in the events specified in Section 54-1A-601(5) NMSA 1978;

(8) vary the requirement to wind up the partnership business in cases specified in Section 54-1A-801(4), (5) or (6) NMSA 1978;

(9) vary the law applicable to a limited liability partnership under Section 54-1A-106(b) NMSA 1978; or

(10) restrict rights of third parties under the Uniform Partnership Act (1994).

History: Laws 1996, ch. 53, § 103; 1997, ch. 76, § 2.

The 1997 amendment, effective July 1, 1997, inserted "of this section" in the first sentence in Subsection (a); and, in Subsection (b), made section reference substitutions throughout, added Paragraph (9) and made a related stylistic change, and redesignated former Paragraph (9) as Paragraph (10).