1. If a partner of a converting or constituent limited partnership will have personal liability with respect to a converted or surviving organization, then approval and amendment of a plan of conversion or merger are ineffective without the consent of the partner, unless:
a. The partnership agreement of the limited partnership 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 which converts the limited partnership to a limited liability limited partnership is ineffective without the consent of each general partner unless:
a. The partnership agreement of the limited partnership provides for the conversion with the consent of less than all the general partners; and b. Each general partner that does not consent to the amendment of conversion has consented to that provision of the partnership agreement.
3. A partner does not give the consent required by subsection 1 or 2 merely by consenting to a provision of the partnership agreement which permits the partnership agreement to be amended with the consent of fewer than all the partners.