§ 11.17. Restriction on approval of conversion, merger, and domestication
(a) An approval or amendment of a plan of conversion, plan of merger, or plan of domestication under this chapter is ineffective without the approval of each interest holder of a surviving constituent who will have personal liability for a debt, obligation, or other liability of the organization, unless:
(1) a provision of the organization's organizational documents provides in a record that some or all of its interest holders may be subject to personal liability by a vote or consent of fewer than all of the interest holders; and
(2)(A) the interest holder voted for or consented in a record to the provision referenced in subdivision (1) of this subsection; or
(B) the interest holder became an interest holder after the organization adopted the provision referenced in subdivision (1) of this subsection.
(b) An interest holder does not provide consent as required in subdivision (a)(2)(A) of this section merely by consenting to a provision of the organizational documents that permits the organization to amend the organizational documents with the approval of fewer than all of the interest holders. (Added 2015, No. 157 (Adj. Sess.), § E.1, eff. July 1, 2017.)
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