2011 Utah Code
Title 48 Partnership
Chapter 3 Utah Revised Uniform Limited Liability Company Act
Section 1014 (Effective 07/01/12) Restrictions on approval of mergers, conversions, and domestications.

48-3-1014 (Effective 07/01/12). Restrictions on approval of mergers, 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, conversion, or domestication are ineffective without the consent of the member, unless:
(a) the limited liability company's operating agreement provides for approval of a merger, 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) 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.