N.J. Stat. § 42:2C-86: Restrictions on approval of mergers, conversions, and domestications.

86. 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 are 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.

L.2012, c.50, s.86.