Section 1649 - Restrictions on approval of mergers and conversions1.Written consent. If a member of a converting or constituent limited liability company will have personal liability with respect to a converted or surviving organization, approval and amendment of a plan of conversion or plan of merger are ineffective without that member's written consent to that plan. [2009, c. 629, Pt. A, §2(NEW); 2009, c. 629, Pt. A, §3(AFF).]
2.Consent to agreement. A member does not give the consent required by subsection 1 merely by consenting to a provision of the limited liability company agreement that permits the limited liability company agreement to be amended with the consent of fewer than all the members. [2009, c. 629, Pt. A, §2(NEW); 2009, c. 629, Pt. A, §3(AFF).]
2009, c. 629, Pt. A, §2 (NEW) . 2009, c. 629, Pt. A, §3 (AFF) .