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 that accrues interest from the date of the payment or advance.
(6)Except as otherwise provided in subsection (5) of this section, a partner shall not receive interest on the amount of capital contributed to the partnership.
(7)Each partner has equal rights in the management and conduct of the partnership business.
(8)A partner may use or possess partnership property only on behalf of the partnership.
(9)A partner is not entitled to remuneration for services performed for the partnership except for reasonable compensation for services rendered in winding up the business of the partnership.
(10)A person may become a partner only with the consent of all the partners.
(11)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 the partners.
(12)A written partnership agreement may establish classes or groups of one or more partners having certain relative rights, powers and duties, including voting rights, and may provide for the future creation of additional classes or groups of one or more partners having certain relative rights, powers and duties, including voting rights. The rights, powers or duties of a class or group of partners may be senior to those of one or more existing classes or groups of partners.
(13)This section does not affect the obligations of a partnership to other persons under ORS 67.090 (Partner agent of partnership). [1997 c.775 §17]
Notes of Decisions
Notwithstanding this provision, partnership agreement may provide that decisions outside of ordinary course of business may be made with less than unanimous consent of parties. In re Loverin Ranch, 492 B.R. 545 (Bkrtcy. D. Or. 2013)