10-32.1-63. Plan approval and amendment

10-32.1-63. Plan approval and amendment 1. If the converting organization is a limited liability company, then: a. A resolution containing or amending the plan of conversion must be approved by an act of the board of the converting limited liability company and must then be approved by an act of its members. (1) In the action by the members, a class or series of membership interests is entitled to vote as a class or series on the approval or amendment of the plan. (2) Any amendment of the plan is subject to any contractual rights. b. If the resolution containing or amending the plan of conversion is approved by the members: (1) At a member meeting, then: (a) Written notice must be given to every member of the converting limited liability company, whether or not entitled to vote at the meeting, not less than fourteen days nor more than fifty days before the meeting, in the manner provided in subsection 34 of section 10-32.1-02. (b) The written notice must state that a purpose of the meeting is to consider the proposed plan of conversion or an amendment to it. (c) A copy or short description of the plan of conversion or the amendment to it must be included in or enclosed with the notice. (2) By a written action of the members, then a copy or short description of the plan of conversion or the amendment to it must be included in or attached to the written action. 2. If the converting organization is not a limited liability company, then the approval and amendment of the plan of conversion must comply with its governing statute in effecting the conversion.