Okla. Stat. tit. 54, § 54-1-909: Personal liability of partner of converting or

constituent partnership - Consent.

Personal liability of partner of converting or constituent

partnership; Consent.

(a) If a partner of a converting or constituent partnership

will have personal liability with respect to a converted or

surviving organization, approval and amendment of a plan of

conversion or merger are ineffective without the consent of the

partner, unless:

(1) the partnership agreement provides for the approval of the

conversion or merger with the consent of fewer than all the

partners; and

(2) the partner has consented to the provision of the

partnership agreement.

(b) A cancellation of a statement of qualification of a

partnership as a limited liability partnership is ineffective

without the consent of each general partner unless:

(1) the partnership agreement provides for the amendment with

the consent of less than all the partners; and

(2) each partner that does not consent to the amendment has

consented to the provision of the partnership agreement.

(c) A partner does not give the consent required by subsection

(a) or (b) of this section merely by consenting to a provision of

the partnership agreement that permits the partnership agreement to

be amended with the consent of fewer than all the partners.