1. (a) If a partner of a converting or constituent partnership will have personal liability with respect to a converted or surviving organization, approval and amendment of a plan of conversion or merger are ineffective without the consent of the partner, unless:
2. (1) the partnership agreement provides for the approval of the conversion or merger with the consent of fewer than all the partners; and
3. (2) the partner has consented to the provision of the partnership agreement.
4. (b) A cancellation of a statement of qualification of a partnership as a limited liability partnership is ineffective without the consent of each general partner unless:
5. (1) the partnership agreement provides for the amendment with the consent of less than all the partners; and
6. (2) each partner that does not consent to the amendment has consented to the provision of the partnership agreement.
7. (c) A partner does not give the consent required by subsection (a) or (b) of this section 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.

Laws 2004, SB 1511, c. 255, § 60, eff. November 1, 2004.