(1) A plan of conversion is not effective unless it has been approved: (a) By a domestic converting entity: (i) In accordance with the requirements, if any, in its organic rules for approval of a conversion; (ii) If its organic rules do not provide for approval of a conversion, in accordance with the requirements, if any, in its organic law and organic rules for approval of: (iii) If neither its organic law nor organic rules provide for approval of a conversion or a merger described in subparagraph (ii)2. of this paragraph, by all of the interest holders of the entity entitled to vote on or consent to any matter; and (b) In a record, by each interest holder of a domestic converting entity that will have interest holder liability for liabilities that arise after the conversion becomes effective, unless, in the case of an entity that is not a business or nonprofit corporation: (i) The organic rules of the entity provide in a record for the approval of a conversion or a merger in which some or all of its interest holders become subject to interest holder liability by the vote or consent of fewer than all of the interest holders; and (ii) The interest holder voted for or consented in a record to that provision of the organic rules or became an interest holder after the adoption of that provision. (2) A conversion of a foreign converting entity is not effective unless it is approved by the foreign entity in accordance with the law of the foreign entity's jurisdiction of organization.
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