(a) If a partner of a converting or constituent partnership will have personal liability with respect to a converted or surviving organization, approval and amendment of a plan of conversion or merger are ineffective without the consent of the partner unless: (1) The partnership's partnership agreement provides for the approval of the conversion or merger with the consent of fewer than all of the partners; and (2) The partner has consented to the provision of the partnership agreement. (b) An amendment to a statement of qualification of a limited liability partnership which deletes a statement that the partnership is a limited liability partnership is ineffective without the consent of each partner unless: (1) The partnership's partnership agreement provides for the amendment with the consent of less than all of the partners; and (2) Each partner that does not consent to the amendment has consented to the provision of the partnership agreement. (c) A partner does not give the consent required by subsection (a) or subsection (b) of this section merely by consenting to a provision of the partnership agreement that permits the partnership agreement to be amended with the consent of fewer than all the partners. Acts 2009, No. 408, § 6. (a) If a partner of a converting or constituent partnership will have personal liability with respect to a converted or surviving organization, approval and amendment of a plan of conversion or merger are ineffective without the consent of the partner unless: (1) The partnership's partnership agreement provides for the approval of the conversion or merger with the consent of fewer than all of the partners; and (2) The partner has consented to the provision of the partnership agreement. (b) An amendment to a statement of qualification of a limited liability partnership which deletes a statement that the partnership is a limited liability partnership is ineffective without the consent of each partner unless: (1) The partnership's partnership agreement provides for the amendment with the consent of less than all of the partners; and (2) Each partner that does not consent to the amendment has consented to the provision of the partnership agreement. (c) A partner does not give the consent required by subsection (a) or subsection (b) of this section merely by consenting to a provision of the partnership agreement that permits the partnership agreement to be amended with the consent of fewer than all the partners. Acts 2009, No. 408, § 6. (a) If a partner of a converting or constituent partnership will have personal liability with respect to a converted or surviving organization, approval and amendment of a plan of conversion or merger are ineffective without the consent of the partner unless: (1) The partnership's partnership agreement provides for the approval of the conversion or merger with the consent of fewer than all of the partners; and (2) The partner has consented to the provision of the partnership agreement. (b) An amendment to a statement of qualification of a limited liability partnership which deletes a statement that the partnership is a limited liability partnership is ineffective without the consent of each partner unless: (1) The partnership's partnership agreement provides for the amendment with the consent of less than all of the partners; and (2) Each partner that does not consent to the amendment has consented to the provision of the partnership agreement. (c) A partner does not give the consent required by subsection (a) or subsection (b) of this section merely by consenting to a provision of the partnership agreement that permits the partnership agreement to be amended with the consent of fewer than all the partners. Acts 2009, No. 408, § 6. (a) If a partner of a converting or constituent partnership will have personal liability with respect to a converted or surviving organization, approval and amendment of a plan of conversion or merger are ineffective without the consent of the partner unless: (1) The partnership's partnership agreement provides for the approval of the conversion or merger with the consent of fewer than all of the partners; and (2) The partner has consented to the provision of the partnership agreement. (1) The partnership's partnership agreement provides for the approval of the conversion or merger with the consent of fewer than all of the partners; and (2) The partner has consented to the provision of the partnership agreement. (b) An amendment to a statement of qualification of a limited liability partnership which deletes a statement that the partnership is a limited liability partnership is ineffective without the consent of each partner unless: (1) The partnership's partnership agreement provides for the amendment with the consent of less than all of the partners; and (2) Each partner that does not consent to the amendment has consented to the provision of the partnership agreement. (1) The partnership's partnership agreement provides for the amendment with the consent of less than all of the partners; and (2) Each partner that does not consent to the amendment has consented to the provision of the partnership agreement. (c) A partner does not give the consent required by subsection (a) or subsection (b) of this section merely by consenting to a provision of the partnership agreement that permits the partnership agreement to be amended with the consent of fewer than all the partners. Acts 2009, No. 408, § 6.
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