Meetings of limited partners

Limited partners in Professional Centres Canada LP can force a meeting of the partnership without the general partner's cooperation, and they vote at it by unit, not by head. This article covers the Canadian limited partnership only; the parallel vehicles in the United States, Spain, and Mexico use different governing instruments, with meeting mechanics not described here.

What this replaces

A limited partner who took part in managing the partnership's business would risk losing the limited liability that makes the investment structure work — Limited Partnership Structure covers why. A partnership meeting is the substitute: a defined, calendared venue where limited partners exercise the voting rights the agreement gives them, including the Special Resolution vote, without crossing into day-to-day management. The mechanics below exist so that vote is exercised on a predictable schedule, with enough notice and a large enough quorum that its outcome reflects the partnership's actual ownership, not whoever happens to attend.

Calling a meeting

The general partner may call a meeting of partners at any time. It must call one if limited partners holding, in aggregate, at least 10% of outstanding units submit a written request stating the meeting's purpose. If the general partner does not call that meeting within 30 days of receiving the request, any limited partner may call the meeting directly — the general partner's cooperation is not a precondition to a meeting the ownership threshold has already triggered.

Notice, place, and record date

Notice goes to every limited partner and to the general partner, mailed at least 21 and not more than 60 days before the meeting, specifying the time, place, and the business to be transacted in reasonable detail. An adjourned meeting requires at least 10 days' notice, without needing to restate the business. Meetings are held in Vancouver, British Columbia, or another British Columbia municipality the general partner designates. The general partner also fixes a record date, between 30 and 60 days before the meeting, determining which limited partners are entitled to vote. A unit transferred after the record date generally votes with the transferor, unless the transferee registers the change at least 10 days before the meeting.

Quorum

One or more limited partners, present in person or by proxy and representing at least 20% of outstanding units, constitute a quorum. A meeting called on a limited-partner request is cancelled outright if quorum is not reached within 30 minutes of the scheduled start. Any other meeting is instead adjourned to a date the general partner sets, between 10 and 21 days later, and whoever is present at that adjourned meeting constitutes quorum for the original business.

Voting rights and proxies

Each limited partner votes one vote per unit held. The general partner votes once in its capacity as general partner — except on a motion to remove the general partner, on which it cannot vote at all, matching the restriction described in Special Resolutions and General Partner Removal. Votes are decided by a show of hands unless a limited partner or the chair demands a poll, in which case the poll result governs. A limited partner may vote by proxy. Any individual aged 18 or older may hold one, and it must reach the general partner before the meeting. It stays valid through the giving partner's later death, incapacity, or revocation, until the general partner actually receives written notice of that change.

Chair and minutes

The general partner chooses the chair, unless the limited partners present choose someone else by Special Resolution. The chair has no casting vote. The general partner records minutes of every meeting; once signed by the chair, those minutes are treated as conclusive evidence that the meeting was properly held and its business properly passed, unless proven otherwise.

Binding effect and the meeting-free default

A Special Resolution binds every limited partner once passed, whether or not that partner attended, was represented by proxy, or voted in favour. Where the agreement does not prescribe a procedure, the chair applies the rules a public company would use under the Business Corporations Act (British Columbia), as far as practicable — but the partnership is not required to hold an annual meeting at all. Nothing in this Article obliges a meeting to occur on any fixed calendar; the calling mechanics above are the entire trigger.

What this is not

This article covers only the meeting-calling, notice, quorum, and voting mechanics set out in Article 15 of the Canadian limited partnership agreement. It does not restate the eight matters requiring a Special Resolution or the general-partner-removal conditions, both covered in Special Resolutions and General Partner Removal. It is not a description of meeting mechanics in the United States, Spain, or Mexico vehicles, which are governed by separate instruments. It is not legal advice; a limited partner should consult the limited partnership agreement and qualified counsel for the rights applicable to its own units.

See also

• Special Resolutions and General Partner Removal — the Special Resolution threshold, the matters it governs, and general-partner removal
• Professional Centres Canada LP — Direct-Hold Solution Structure — the partnership's entities, agreements, and change-of-control mechanics
• Limited Partnership Structure — why limited partners do not manage the partnership directly
• Statutory Rights — investor rights under securities law, distinct from the contractual meeting and voting rights described here