2015 Vermont Statutes
Title 11 - Corporations, Partnerships and Associations
Chapter 25 - Limited Liability Companies
Subchapter 10: CONVERSION, MERGER, AND DOMESTICATION
§ 4156 Restrictions on approval of mergers, conversions, and domestications
§ 4156. Restrictions on approval of mergers, conversions, and domestications
(a) 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 is ineffective without the consent of the member, unless:
(1) the company's operating agreement provides for approval of a merger, conversion, or domestication with the consent of fewer than all the members; and
(2) the member has consented to the provision of the operating agreement.
(b) A member does not give the consent required by subsection (a) 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. (Added 2015, No. 17, § 2.)
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