(1) 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 are ineffective without the consent of the partner, unless:

     (a) 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

     (b) The partner has consented to the provision of the partnership agreement.

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

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

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

     (3) A partner does not give the consent required by subsection (1) or (2) of this section 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.

[2009 c 188 § 1110.]