30-6-1002 RESTRICTIONS ON APPROVAL OF MERGERS, INTEREST EXCHANGES, CONVERSIONS AND DOMESTICATIONS. - Idaho Statutes

TITLE 30

CORPORATIONS

CHAPTER 6

IDAHO UNIFORM LIMITED LIABILITY COMPANY ACT

PART 10.

MERGER, INTEREST EXCHANGE, CONVERSION AND DOMESTICATION

30-6-1002. Restrictions on approval of mergers, interest exchanges, conversions and domestications. (1) 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, interest exchange, conversion or domestication is ineffective without the consent of the member, unless:

(a) The company’s operating agreement provides for approval of a merger, interest exchange, conversion or domestication with the consent of fewer than all the members; and

(b) The member has consented to the provision of the operating agreement.

(2) A member does not give the consent required by subsection (1) 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.