(a) If a member of a merging limited liability company will have personal liability with respect to a surviving organization, approval or amendment of a plan of merger is ineffective without the consent of the member, unless: (1) the company's operating agreement provides for approval of a merger with the consent of fewer than all the members; and (2) the member has consented to the provision of the operating agreement. (b) A member does not give the consent required by subsection (a) 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. approval of a merger with the consent of fewer than all the members; and operating agreement.
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