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Board of Managers
Unless otherwise determined by a special majority vote of two-thirds of all Partnership interests, the affairs of the Partnership shall be managed by a Board of Managers (the "Board") comprising such of the Partners as the Partners may from time to time determine; provided, however, that the Board shall have no authority to make any determination with respect to the interest of each Partner in the Partnership and the assets, profits and liabilities thereof nor to admit new Partners, nor shall the Board have any authority to enter into any contract or obligation which involves an expenditure in excess of $------ without the prior written approval of the Partners. The Board shall consult with the Partners as they see fit on management of the affairs of the Partnership and may call general meetings of the Partnership to obtain the advice and direction of the other Partners. The Board shall be authorized to take such steps as may be required to carry out its decisions; provided, however, with respect to any substantial matters, the Board shall keep minutes which shall be circulated to the other Partners and any one of the Partners shall be entitled to call, within (--) days of receipt of a copy of such minutes, a general meeting of the Partnership to consider any decision taken by the Board. The Board shall meet at such times and shall conduct its affairs as it shall see fit and a majority of the members of the Board shall constitute a quorum. All decisions of the Board made at any such meeting shall be made by simple majority vote among the members present at the meeting.