[§425E-406]  Management rights of
general partners.  (a)  Each general partner has equal rights in
the management and conduct of the limited partnership's activities.  Except as
expressly provided in this chapter, any matter relating to the activities of the
limited partnership may be exclusively decided by the general partner or, if
there is more than one general partner, by a majority of the general partners.



(b)  The consent of each general partner shall
be necessary to:



(1)  Amend the partnership agreement;



(2)  Amend the certificate of limited partnership to
add or, subject to section 425E-1110, delete a statement that the limited
partnership is a limited liability limited partnership; and



(3)  Sell, lease, exchange, or otherwise dispose of
all, or substantially all, of the limited partnership's property, with or
without the goodwill, other than in the usual and regular course of the limited
partnership's activities.



(c)  A limited partnership shall reimburse a
general partner for payments made and indemnify a general partner for
liabilities incurred by the general partner in the ordinary course of the
activities of the partnership or for the preservation of its activities or
property.



(d)  A limited partnership shall reimburse a
general partner for an advance to the limited partnership beyond the amount of
capital the general partner agreed to contribute.



(e)  A payment or advance made by a general
partner that gives rise to an obligation of the limited partnership under
subsection (c) or (d) constitutes a loan to the limited partnership which
accrues interest from the date of the payment or advance.



(f)  A general partner shall not be entitled to
remuneration for services performed for the partnership. [L 2003, c 210, pt of
§1]