ARTICLE 11.  CONVERSION AND MERGER

     §425E-1101  Definitions.  As used in this article:

     "Association" means an association organized under chapter 421 or 421C.

     "Constituent limited partnership" means a constituent organization that is a limited partnership.

     "Constituent organization" means an organization that is a party to a merger.

     "General partner" means a general partner of a limited partnership.

     "Governing statute" of an organization means the statute that governs the organization's internal affairs.

     "Organizing articles" means:

     (1)  For an association, corporation, or nonprofit corporation, the articles of incorporation;

     (2)  For a general partnership or limited liability partnership, the registration statement;

     (3)  For a limited partnership, or limited liability limited partnership, the certificate of limited partnership; and

     (4)  For a limited liability company, the articles of organization.

     "Other business entity" means a corporation, limited liability company, general partnership, limited liability partnership, or association.

     "Personal liability" means personal liability for a debt, liability, or other obligation of an organization which is imposed on a person that co-owns, has an interest in, or is a member of the organization:

     (1)  By the organization's governing statute solely by reason of the person co-owning, having an interest in, or being a member of the organization; or

     (2)  By the organization's organizational documents under a provision of the organization's governing statute authorizing those documents to make one or more specified persons liable for all or specified debts, liabilities, and other obligations of the organization solely by reason of the person or persons co-owning, having an interest in, or being a member of the organization. [L 2003, c 210, pt of §1; am L 2004, c 121, §39]