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

(1)  The limited partnership's partnership agreementprovides for the approval of the conversion or merger with the consent of fewerthan all the partners; and

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

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

(1)  The limited partnership's partnership agreementprovides for the amendment with the consent of less than all the generalpartners; and

(2)  Each general partner that does not consent to theamendment has consented to the provision of the partnership agreement.

(c)  A partner does not give the consentrequired by subsection (a) or (b) merely by consenting to a provision of thepartnership agreement that permits the partnership agreement to be amended withthe consent of fewer than all the partners. [L 2003, c 210, pt of §1]