(1) 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:(a) The 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 statement of qualification of a limited liability partnership which revokes its status as such is ineffective without the consent of each general partner unless:(a) The limited liability partnership’s partnership agreement provides for the amendment with the consent of less than all its partners.
(b) Each 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 subsection (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.
