KRS 362.1-401: Partner's rights and duties.

(1) Each partner is deemed to have an account that is:

(a) Credited with an amount equal to the money plus the value of any other

property, net of the amount of any liabilities, the partner contributes to the

partnership and the partner's share of the partnership profits; and

(b) Charged with an amount equal to the money plus the value of any other

property, net of the amount of any liabilities, distributed by the partnership to

the partner and the partner's share of the partnership losses.

(2) Each partner is entitled to an equal share of the partnership profits and is chargeable

with a share of the partnership losses in proportion to the partner's share of the

profits.

(3) A partnership shall reimburse a partner for payments made and indemnify a partner

for liabilities incurred by the partner in the ordinary course of the business of the

partnership or for the preservation of its business or property.

(4) A partnership shall reimburse a partner for an advance to the partnership beyond the

amount of capital the partner agreed to contribute.

(5) A payment or advance made by a partner which gives rise to a partnership

obligation under subsection (3) or (4) of this section constitutes a loan to the

partnership which accrues interest from the date of the payment or advance.

(6) Each partner has equal rights in the management and conduct of the partnership

business.

(7) A partner may use or possess partnership property only on behalf of the partnership.

(8) A partner is not entitled to remuneration for services perform ed for the partnership,

except for reasonable compensation for services rendered in winding up the

business of the partnership.

(9) A person may become a partner only with the consent of all of the partners.

(10) A difference arising as to a matter in the ordinary course of business of a

partnership may be decided by a majority of the partners. An act outside the

ordinary course of business of a partnership and an amendment to the partnership

agreement may be undertaken only with the consent of all of the partners.

(11) This section does not affect the obligations of a partnership to other persons under

KRS 362.1-301.