Subd. 1. Personal liability of member.

If a partner of a constituent, converting, or domesticating partnership has personal liability with respect to a surviving constituent, converted, or domesticated organization, approval or amendment of a plan of merger, exchange, conversion, or domestication is ineffective without the consent of the member, unless:

1. (1) the partnership agreement provides for approval of a merger, exchange, conversion, or domestication with the consent of fewer than all the partners; and
2. (2) the partner has consented to the provision of the partnership agreement.

Subd. 2. Consent.

A member does not give the consent required by subdivision 1 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.