47-34A-914. 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 is 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) 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. Source: SL 2013, ch 233, §28.
South Dakota Legal Code