N.D. Cent. Code § 10-32.1-71: Restrictions on approval of mergers, 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, constituent, converted, or domesticated organization, then approval or amendment of a plan of merger, exchange, conversion, or domestication is ineffective without the consent of the member, unless:

a.The operating agreement of the company provides for approval of a merger, 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 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.