AB566,38,25 178.0401 (11m) Unless otherwise provided in the partnership agreement, any action that is to be voted on or consented to by some or all of the partners may be taken without a meeting of the partners entitled to vote or consent if all of such partners consent to the action. The consent shall be evidenced by one or more written consents describing the action, signed by each of such partners, and delivered to the partnership for inclusion in the partnership records. Unless otherwise provided in the partnership agreement, if a person, whether or not then a partner, so consenting as a partner directs, whether through instruction to an agent or otherwise, that such consent will be effective at a future time, including a time determined upon the happening of an event, then the person shall be deemed to have consented as a partner at this future time so long as the person is then a partner and did not revoke the consent prior to that time. Any such consent shall be revocable prior to its becoming effective.

AB566,54 Section 54. 178.0402 (2) (a) of the statutes is amended to read:

AB566,39,2 178.0402 (2) (a) As provided in the a partnership agreement.

AB566,55 Section 55 . 178.0405 (3) of the statutes is amended to read:

AB566,39,8 178.0405 (3) A person does not have a right to demand or receive a distribution from a partnership in any form other than money. Except as otherwise provided in s. 178.0806 (6), a partnership may distribute an asset in kind only if each part of the asset is fungible with each other part and each person receives a percentage of the asset equal in value to the person's share of distributions.

AB566,56 Section 56 . 178.0409 (3) of the statutes is amended to read:

AB566,39,13 178.0409 (3) The duty of care of a partner in the conduct or winding up of the partnership business is to refrain from engaging in grossly negligent or reckless conduct or in conduct for which relief or exoneration from liability is not permitted under s. 178.0105 (3) (h).

AB566,57 Section 57 . 178.0601 (4) (c) 2. of the statutes is amended to read:

AB566,39,18 178.0601 (4) (c) 2. The statement of dissolution or the equivalent has not been withdrawn, rescinded, or revoked, the person has not been reinstated, or the person's charter or the equivalent or right to conduct business has not been reinstated, within 90 days after the notification under subd. 1.

AB566,58 Section 58 . 178.0701 (5) of the statutes is amended to read:

AB566,39,24 178.0701 (5) If no agreement for the purchase of the interest of a person dissociated as a partner is reached within 120 days after a written demand for payment, the partnership shall pay, or cause to be paid, in money to the person the amount the partnership estimates to be the buyout price and accrued interest, reduced by any offsets and accrued interest under sub. (3).

AB566,59 Section 59 . 178.0701 (7) (d) of the statutes is amended to read:

AB566,40,5 178.0701 (7) (d) Written notice that the payment is in full satisfaction of the obligation to purchase unless, not later than 120 days after the written notice, the person dissociated as a partner commences an action to determine the buyout price, any offsets and accrued interest under sub. (3), or other terms of the obligation to purchase.

AB566,60 Section 60 . 178.0701 (9) of the statutes is amended to read:

AB566,40,22 178.0701 (9) A person dissociated as a partner may maintain an action against the partnership, pursuant to s. 178.0410 (2), to determine the buyout price of that person's interest, any offsets and accrued interest under sub. (3), or other terms of the obligation to purchase. The action must be commenced not later than 120 days after the partnership has tendered payment or an offer to pay in accordance with subs. (5) to (8) to the extent applicable or within one year after written demand for payment if no payment or offer to pay is tendered. The court shall determine the buyout price of the person's interest, any offset due under sub. (3), and accrued interest, and enter judgment for any additional payment or refund. If deferred payment is authorized under sub. (8), the court shall also determine the security for payment and other terms of the obligation to purchase. The court may assess reasonable attorney fees and the fees and expenses of appraisers or other experts for a party to the action, in amounts the court finds equitable, against a party that the court finds acted arbitrarily, vexatiously, or not in good faith. The finding may be based on the partnership's failure to tender payment or an offer to pay or to comply with sub. (7).

AB566,61 Section 61 . 178.0804 (1) (intro.) of the statutes is amended to read:

AB566,41,3 178.0804 (1) (intro.) A partnership is bound by a partner's act with respect to a transaction with another person party after dissolution if any of the following applies:

AB566,62 Section 62 . 178.0806 (3) (a) of the statutes is amended to read:

AB566,41,10 178.0806 (3) (a) Each person that was a partner when the obligation was incurred and that has not been released from the obligation under s. 178.0703 (3) or (4) shall contribute to the partnership for the purpose of enabling the partnership to satisfy the obligation. The contribution due from each of those persons is in proportion to the right to receive distributions in the capacity of a partner in effect for each of those persons when the obligation was incurred.

AB566,63 Section 63 . 178.0806 (7) of the statutes is renumbered 178.0806 (6).

AB566,64 Section 64 . 178.0807 (2) (c) of the statutes is amended to read:

AB566,41,15 178.0807 (2) (c) State the deadline for receipt of a claim, which may not be less than 120 days after the date the notice is received by the claimant effective under s. 178.0103 (6).

AB566,65 Section 65 . 178.0807 (3) (b) 1. and 2. of the statutes are amended to read:

AB566,41,20 178.0807 (3) (b) 1. The partnership causes notifies the claimant to receive a notice in a record stating that the claim is rejected and will be barred unless the claimant commences an action against the partnership to enforce the claim within 90 days after the claimant receives the notice is effective under s. 178.0103 (6).

AB566,41,22 2. The claimant does not commence the required action within 90 days after the claimant receives the notice of rejection is effective under s. 178.0103 (6).

AB566,66 Section 66 . 178.0807 (4) of the statutes is amended to read:

AB566,42,2 178.0807 (4) This section does not apply to a claim based on an event occurring after the date of dissolution or a liability that on that date is contingent, or a liability for an additional assessment under s. 71.74 or for sales and use taxes determined as owing under s. 77.59.

AB566,67 Section 67 . 178.0808 (title) of the statutes is amended to read:

AB566,42,5 178.0808 (title) Other claims Claims against dissolved limited liability partnership generally.