Section 10-32.1-71 - Restrictions on approval of mergers, exchanges, conversions, and domestications1. If a member of a constituent, converting, or domesticating limited liability company will have personal liability with respect to a surviving, constituent, converted, or domesticated organization, then approval or amendment of a plan of merger, exchange, conversion, or domestication is ineffective without the consent of the member, unless: a. The operating agreement of the company provides for approval of a merger, exchange, conversion, or domestication with the consent of fewer than all the members; andb. 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.Added by S.L. 2015, ch. 87 (HB 1136),§ 19, eff. 7/1/2015.