§ 17-29-1014 — Restrictions on approval of mergers, conversions, continuances, transfers and domestications

(a) If a member of a constituent, converting, continuing,
transferring or domesticating limited liability company will
have personal liability with respect to a surviving, converted,
continued, transferred or domesticated organization, approval or
amendment of a plan of merger, conversion, continuance, transfer
or domestication are ineffective without the consent of the
member, unless:
(i) The company's operating agreement provides for
approval of a merger, conversion, continuance, transfer or
domestication with the consent of fewer than all the members;
and
(ii) The member has consented to the provision of the
operating agreement.
(b) A member does not give the consent required by
subsection (a) of this section 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.