2006 New York Code - Rules Determining Rights And Duties Of Partners.

 
    §  40. Rules determining rights and duties of partners. The rights and
  duties  of  the  partners  in  relation  to  the  partnership  shall  be
  determined,  subject  to  any  agreement  between them, by the following
  rules:
    1. Each partner shall be repaid his contributions, whether by  way  of
  capital or advances to the partnership property and share equally in the
  profits  and surplus remaining after all liabilities, including those to
  partners, are satisfied; and except as provided in  subdivision  (b)  of
  section  twenty-six of this chapter, each partner must contribute toward
  the  losses,  whether  of  capital  or  otherwise,  sustained   by   the
  partnership according to his share in the profits.
    2.    Except  as  provided in subdivision (b) of section twenty-six of
  this chapter, the partnership must indemnify every partner in respect of
  payments made and personal liabilities reasonably incurred by him in the
  ordinary and proper conduct of its business, or for the preservation  of
  its business or property.
    3.  A  partner,  who  in  aid  of the partnership makes any payment or
  advance beyond the amount of capital  which  he  agreed  to  contribute,
  shall be paid interest from the date of the payment or advance.
    4.  A partner shall receive interest on the capital contributed by him
  only from the date when repayment should be made.
    5. All partners have equal rights in the management and conduct of the
  partnership business.
    6.  No  partner  is  entitled  to  remuneration  for  acting  in   the
  partnership  business,  except  that  a surviving partner is entitled to
  reasonable compensation for his services in winding up  the  partnership
  affairs.
    7.  No person can become a member of a partnership without the consent
  of all the partners.
    8. Any difference arising as to ordinary matters  connected  with  the
  partnership  business  may be decided by a majority of the partners; but
  no act in contravention of any agreement between  the  partners  may  be
  done rightfully without the consent of all the partners.