489.1014  Restrictions on approval of mergers, conversions, and domestications.
  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, conversion, or domestication is ineffective without the consent of the member, unless all of the following apply:
  a.  The company’s operating agreement provides for approval of a merger, conversion, or domestication with the consent of fewer than all the members.
  b.  The member has consented to the provision of the operating agreement.
  2.  A member does not give the consent required by subsection 1 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.
2008 Acts, ch 1162, §84, 155