KRS 362.2-960: Restrictions on approval of conversions and mergers and on

relinquishing LLLP status.

(1) If a partner of a converting or constituent limited partnership will have personal

liability with respect to a converted or surviving organization, then approv al and

amendment of a plan of conversion or merger are ineffective without the consent of

that partner, unless:

(a) The limited partnership's partnership agreement provides for the approval of

the conversion or merger with the consent of less than all the partners; and

(b) That partner has consented to that provision of the partnership agreement.

(2) An amendment to a certificate of limited partnership which deletes a statement that

the limited partnership is a limited liability limited partnership is ineffective without

the consent of each general partner unless:

(a) The limited partnership's partnership agreement provides for that amendment

with the consent of less than all the general partners; and

(b) Each general partner that does not consent to the ame ndment has consented to

that provision of the partnership agreement.

(3) A partner does not give the consent required by subsection (1) or (2) of this section

merely by consenting to a provision of the partnership agreement which permits the

partnership agreement to be amended with the consent of less than all the partners.