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U.S. Code as of:
01/19/04
Section 3937. National housing partnership
(a) Formation of limited partnership; partnership agreement
The corporation is authorized to arrange for the formation, as a
separate organization, of a limited partnership (hereinafter in
this chapter referred to as the "partnership") under the District
of Columbia Uniform Limited Partnership Act for the purpose of
engaging in any of the activities authorized for the corporation
under section 3936 of this title, and to enter into a partnership
agreement governing the affairs of such limited partnership.
(b) Applicability of other laws; legal status of limited
partnership
The partnership shall be subject to the provisions, to the extent
consistent with this chapter, of (1) the District of Columbia
Uniform Limited Partnership Act and (2) those provisions of the
District of Columbia Uniform Partnership Act made applicable by
section 6(2) of that Act. Notwithstanding any inconsistency between
the provisions of such Acts, or of any other law, and the
provisions of this section, the partnership organized pursuant to
this section shall be deemed to have the legal status of a limited
partnership.
(c) Authorization to enter into partnerships, limited partnerships,
or joint ventures organized under State or local laws for purpose
of engaging in low and moderate income housing developments,
projects, or undertakings
The partnership is authorized to enter into partnerships, limited
partnerships, or joint ventures organized under applicable State or
local law for the purpose of engaging in low and moderate income
housing developments, projects, or undertakings in particular
localities.
(d) General partner; capital of partnership; contribution of
partners
The corporation shall be the general partner in the partnership.
The capital of the partnership and the contributions of the
partners shall be in such amounts and at such times as are set
forth in or pursuant to the partnership agreement.
(e) Partnership agreement; participation in low and moderate income
housing developments, projects, or undertakings; limitation on
aggregate initial equity investment
The partnership agreement shall include provisions designed to
assure that (1) the partnership shall participate in low and
moderate income housing developments, projects, or undertakings in
a manner designed to encourage the participation therein of local
interests, and (2) in any such development, project, or undertaking
the partnership shall not subscribe to more than 25 per centum
(including equity investments made in services or property) of the
aggregate initial equity investment unless, in the judgment of the
corporation as general partner, the balance of the required equity
investment is not readily obtainable from other responsible
investors residing or doing business in the local community.
(f) Partnership agreement; authorization for stockholders to become
limited partners; inclusion of other limited partners;
acquisition of assignor's stock by assignee of limited partner;
approval of substitution or addition of partnership member
The partnership agreement may without limitation (1) permit each
of the stockholders of the corporation to become a member of the
partnership as a limited partner, (2) authorize the inclusion of
other limited partners in addition to the stockholders of the
corporation, (3) provide that the assignee of the partnership
interest of a limited partner of the partnership who is also a
stockholder of the corporation may not become a substituted limited
partner unless he also acquires the assignor's stock of the
corporation, and (4) include provisions requiring that the
corporation as a general partner approve the substitution or
addition of a member of the partnership.
(g) Liability of corporation as general partner; treatment of
interest of limited partner in partnership
A corporation which is a limited partner in the partnership shall
not become liable as a general partner by reason of the fact that
(1) such corporation is a holder of shares of voting stock of the
corporation constituting not more than 5 per centum of the total
number of outstanding shares of such stock and exercises any of the
rights (including voting rights) of a holder of such shares, and/or
(2) a person who is an officer or director of such corporation (or
of another corporation which controls or is subject to the control
of, or is under common control with, such corporation) is a
director of the corporation and performs the duties of that office.
The interest of a limited partner in the partnership shall not be
treated as a stock interest in the corporation, notwithstanding
that such interest of a limited partner may be proportionate to his
stock interest in the corporation.
(h) Execution of certificate of partnership and amendments
The certificate of the partnership and any amendment thereof
required by the District of Columbia Uniform Limited Partnership
Act shall be executed and acknowledged by the corporation as member
and by each other member of the partnership or his attorney-in-fact
duly authorized by power of attorney in writing. The corporation
may execute and acknowledge the certificate and any amendment
thereof as attorney-in-fact for any member, member to be
substituted or added, or assigning member, by whom the certificate
or amendment is required to be executed and acknowledged and who
has appointed the corporation as such attorney.
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