D.C. Code § 29-809.10: Restrictions on approval of mergers and domestications.

(a)

If a member of a constituent or domesticating limited liability company will have personal liability with respect to a surviving or domesticated organization, approval or amendment of a plan of merger or domestication shall be ineffective without the consent of the member, unless the:

(1)

Company’s operating agreement provides for approval of a merger or domestication with the consent of fewer than all the members; and

(2)

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.