1 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 are ineffective without the consent of the partner, unless all of the following apply:
a The limited partnership’s partnership agreement provides for the approval of the conversion or merger with the consent of fewer than all the partners.
b The partner has consented to the provision of the partnership agreement.
2 An amendment to a certificate of limited partnership which deletes a statement that the limited partnership is a limited liability limited partnership is ineffective without the consent of each general partner, unless all of the following apply:
a The limited partnership’s partnership agreement provides for the amendment with the consent of less than all the general partners.
b Each general partner that does not consent to the amendment has consented to the provision of the partnership agreement.
3 A partner does not give the consent required by subsection 1 or 2 merely by consenting to a provision of the partnership agreement which permits the partnership agreement to be amended with the consent of fewer than all the partners.
2004 Acts, ch 1021, §98, 118