KRS 362.2-406: Management rights of general partner.

(1) Each general partner has equal rights in the management and conduct of the limited

partnership's activities. Except as expressly provided in this subchapter, 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 (1) general partner, by a majority of

the general partners.

(2) The consent of each partner is necessary to:

(a) Amend the partnership agreement;

(b) Amend the certificate of limited partnership to add or, sub ject to KRS 362.2 -

960, delete a statement that the limited partnership is a limited liability limited

partnership; or

(c) Sell, lease, exchange, or otherwise dispose of all or substantially all of the

limited partnership's property, with or without the goo d will, other than in the

usual and regular course of the limited partnership's activities.

(3) 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.

(4) 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.

(5) A payment or advance made by a general partner which gives rise to an obligation

of the limited partnership under subsection (3) or (4) of this section constitutes a

loan to the limited partnership which accrues interest from the date of the payment

or advance.

(6) A general partner is not entitled to remuneration for services performed for the

partnership.