§425E-1110 Restrictions on approval of conversions and mergers and on relinquishing limited liability limited partnership status. (a) If a partner of a converting or constituent limited partnership will have personal liability with respect to a converted or surviving organization, approval and amendment of a plan of conversion or merger shall be ineffective without the consent of the partner, unless:
(1) The limited partnership's partnership agreement provides for the approval of the conversion or merger with the consent of fewer than all the partners; and
(2) The partner has consented to this provision in the limited partnership's partnership agreement.
(b) An amendment to a certificate of limited partnership that deletes a statement that the limited partnership is a limited liability limited partnership shall be ineffective without the consent of each general partner unless:
(1) The limited partnership's partnership agreement provides for the amendment with the consent of less than all the general partners; and
(2) Each general 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 (b) 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. [L 2003, c 210, pt of §1]