Minnesota Statutes Business, Social, and Charitable Organizations (Ch. 300-323A) § 322C.1015. Restrictions on approval of mergers, exchanges, conversions, and domestications

Subdivision 1.Personal liability of member. 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, approval or amendment of a plan of merger, exchange, conversion, or domestication is ineffective without the consent of the member, unless:

Subd. 2. Consent. A member does not give the consent required by subdivision 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.