(1) Unless otherwise provided in the operating agreement, a limited liability company that is a party to a proposed merger shall approve the plan of merger by an affirmative vote by all of the owners.

(2) Unless otherwise provided in the operating agreement, the manager or managers of a limited liability company may not approve a merger without also obtaining the approval of the limited liability company’s owners under subsection (1) of this section.

(3) All other constituents shall approve the merger in the manner and by the vote required by the laws applicable to the constituents and their respective organizational documents.

(4) Each constituent shall have any rights to abandon the merger as provided for in the plan of merger or in the laws applicable to the constituent or its organizational documents.

(5) Upon approval of a merger, the constituent shall notify it owners, shareholders, and all others that have an ownership interest in it of the approval and of the effective date of the merger. [Res. 2023-10-019 § 1, 2023.]