Article 18 - Rights and obligations of Members in the absence of provisions in the Limited Liability Partnership Agreement

In the absence of any provision in that regard in the Limited Liability Partnership Agreement the mutual rights and duties of the Members and the mutual rights and duties of the Limited Liability Partnership and the Members shall be determined by the following rules:

(1) all the Members of a Limited Liability Partnership are entitled to share equally in the capital and profits of the Limited Liability Partnership;
(2) the Limited Liability Partnership must indemnify each Member in respect of payments made and personal liabilities incurred by him:
(A) in the ordinary and proper conduct of the business of the Limited Liability Partnership; or
(B) in or about anything necessarily done for the preservation of the business or property of the Limited Liability Partnership;
(3) every Member may take part in the management of the Limited Liability Partnership;
(4) no Member shall be entitled to remuneration for acting in the business or management of the Limited Liability Partnership;
(5) no person may be introduced as a Member or voluntarily assign an interest in a Limited Liability Partnership without the consent of all existing Members;
(6) any difference arising as to ordinary matters connected with the business of the Limited Liability Partnership may be decided by a majority of the Members, but no change may be made in the nature of the business of the Limited Liability Partnership without the consent of all the Members;
(7) the books and records of the Limited Liability Partnership are to be made available for inspection at the registered office of the Limited Liability Partnership or at such other place as the Members think fit and every Member of the Limited Liability Partnership may when he thinks fit have access to and inspect and copy any of them;
(8) each Member shall render true accounts and full information of all things affecting the Limited Liability Partnership to any Member or his legal representative;
(9) if a Member, without the consent of the Limited Liability Partnership, carries on any business of the same nature as and competing with the Limited Liability Partnership, he must account for and pay over to the Limited Liability Partnership all profits made by him in that business; and
(10) every Member must account to the Limited Liability Partnership for any benefit derived by him without the consent of the Limited Liability Partnership from any transaction concerning the Limited Liability Partnership, or from any use by him of the property of the Limited Liability Partnership, name or business connection.