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

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

(1)  Amend the partnership agreement;

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

(3)  Sell, lease, exchange, or otherwise dispose ofall, or substantially all, of the limited partnership's property, with orwithout the goodwill, other than in the usual and regular course of the limitedpartnership's activities.

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

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

(e)  A payment or advance made by a generalpartner that gives rise to an obligation of the limited partnership undersubsection (c) or (d) constitutes a loan to the limited partnership whichaccrues interest from the date of the payment or advance.

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