[§425E-1110]  Restrictions on
approval of conversions and mergers and on relinquishing limited liability
limited partnership status.  (a)  If a partner of a converting or
constituent limited partnership will have personal liability with respect to a
converted or surviving organization, approval and amendment of a plan of
conversion or merger shall be ineffective without the consent of the partner,
unless:



(1)  The limited partnership's partnership agreement
provides for the approval of the conversion or merger with the consent of fewer
than all the partners; and



(2)  The partner has consented to this provision in
the limited partnership's partnership agreement.



(b)  An amendment to a certificate of limited
partnership that deletes a statement that the limited partnership is a limited
liability limited partnership shall be ineffective without the consent of each
general partner unless:



(1)  The limited partnership's partnership agreement
provides for the amendment with the consent of less than all the general
partners; and



(2)  Each general 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 (b) 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. [L 2003, c 210, pt of §1]