NRS 92A.150: Approval of plan of merger, conversion or exchange for domestic limited-liability company.

1. Unless otherwise provided in the articles of organization or an operating agreement:

(a) A plan of merger, conversion or exchange involving a domestic limited-liability company must be approved by a majority in interest of the members; and

(b) If the company has more than one class of members, the plan of merger, conversion or exchange must be approved by a majority in interest of the members in each class.

2. If any manager or member of a domestic limited-liability company, which will be the constituent entity in a conversion, will have any liability for the obligations of the resulting entity after the conversion because the manager or member will be the owner of an owner’s interest in the resulting entity, then that manager or member must also approve the plan of conversion.

3. As used in this section, “in interest” has the meaning ascribed to it in NRS 86.055.