(1)
(a) A partnership agreement may specify that the partnership's amendment requires the approval of a person that is not a party to the partnership agreement or the satisfaction of a condition.
(b) An amendment is ineffective if the amendment's adoption does not include the required approval or satisfy the specified condition.
(2)
(a) The obligations of a partnership and the partnership's partners to a person in the person's capacity as a transferee or person dissociated as a partner are governed by the partnership agreement.
(b) Subject only to a court order issued under Subsection 16-18-604(2)(b) to effectuate a charging order, an amendment to the partnership agreement made after a person becomes a transferee or is dissociated as a partner:
(i) is effective with regard to any debt, obligation, or other liability of the partnership or its partners to the person in the person's capacity as a transferee or person dissociated as a partner; and
(ii) is not effective to the extent the amendment:
(A) imposes a new debt, obligation, or other liability on the transferee or person dissociated as a partner; or
(B) prejudices the rights under Section 16-18-801 of a person that dissociated as a partner before the amendment was made.
(3) If a record delivered by a partnership to the division for filing becomes effective under this chapter and contains a provision that would be ineffective under Subsection 16-18-105(3) or (4)(b) if contained in the partnership agreement, the provision is ineffective in the record.
(4) Subject to Subsection (3), if a record delivered by a partnership to the division for filing becomes effective under this chapter and conflicts with a provision of the partnership agreement:
(a) the partnership agreement prevails as to partners, persons dissociated as partners, and transferees; and
(b) the record prevails as to other persons to the extent the persons reasonably rely on the record.