(1) If a member of a constituent, converting or domesticating limited liability company will have personal liability with respect to a surviving, converted or domesticated organization, approval or amendment of a plan of merger, interest exchange, conversion or domestication is ineffective without the consent of the member, unless: (a) The company's operating agreement provides for approval of a merger, interest exchange, conversion or domestication with the consent of fewer than all the members; and (b) The member has consented to the provision of the operating agreement. (2) A member does not give the consent required by subsection (1) of this section merely by consenting to a provision of the operating agreement that permits the operating agreement to be amended with the consent of fewer than all the members.
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