(a) 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:
(1) The partnership's partnership agreement provides for the approval of the conversion or merger with the consent of fewer than all of the partners; and
(2) The partner has consented to the provision of the partnership agreement.
(b) An amendment to a statement of qualification of a limited liability partnership which deletes a statement that the partnership is a limited liability partnership is ineffective without the consent of each partner unless:
(1) The partnership's partnership agreement provides for the amendment with the consent of less than all of the partners; and
(2) Each partner that does not consent to the amendment has consented to the provision of the partnership agreement.
(c) A partner does not give the consent required by subsection (a) or subsection (b) of this section merely by consenting to a provision of the partnership agreement that permits the partnership agreement to be amended with the consent of fewer than all the partners.
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