21-183. Restrictions on approval of mergers, conversions, and domestications.
126 words·~1 min read·
/ne/chapter-21/21-183A research copy — for the controlling text, always check the official state or federal source. Not legal advice.
(RULLCA 1014)
(a)If a member of a constituent, converting, or domesticating limited liability company will have personal liability with respect to a surviving, converted, or domesticated organization, approval or amendment of a plan of merger, conversion, or domestication are ineffective without the consent of the member, unless:
(1)the company's operating agreement provides for approval of a merger, conversion, or domestication with the consent of fewer than all the members; and
(2)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.