N.D. Cent. Code § 45-10.2-104: (1110) Restrictions on approval of conversions and mergers and on relinquishing limited liability limited partnership 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 approval and amendment of a plan of conversion or merger are ineffective without the consent of the partner, unless:

a.The partnership agreement of the limited partnership provides for the approval of the conversion or merger with the consent of fewer than all the partners; and

b.The partner has consented to the provision of the partnership agreement.

2.An amendment to a certificate of limited partnership which converts the limited partnership to a limited liability limited partnership is ineffective without the consent of each general partner unless:

a.The partnership agreement of the limited partnership provides for the conversion with the consent of less than all the general partners; and

b.Each general partner that does not consent to the amendment of conversion has consented to that provision of the partnership agreement.

3.A partner does not give the consent required by subsection 1 or 2 merely by consenting to a provision of the partnership agreement which permits the partnership agreement to be amended with the consent of fewer than all the partners.