2011 Idaho Code
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.
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.
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