Whereas, corporations whose capital stock is traded on national securities markets play an increasingly important role in maintaining the economic well-being of the State; and

Whereas, the continued ability of such corporations to contribute to Maine's economic growth will be enhanced by establishing certain safeguards to discourage unsolicited and unwarranted attempts to remove one or more members of the board of directors of any such corporation; and

Whereas, in the judgment of the Legislature, these facts create an emergency within the meaning of the Constitution of Maine and require the following legislation as immediately necessary for the preservation of the public peace, health and safety; now, therefore,

Be it enacted by the People of the State of Maine as follows:

Sec. 1. 13-A MRSA §603, sub-§4, as amended by PL 1985, c. 394, §1, is further amended to read:

4. Special Except as provided in subsection 5, special meetings of the shareholders may be called by any one of the following:

A. The president;

B. The chairman chair of the board of directors;

C. A majority of the board of directors;

D. The holders of not less than such percentage of the shares entitled to vote at the meeting as may be set forth in the articles of incorporation or bylaws, provided that if, after September 1, 1985, a corporation shall adopt adopts a provision in its articles of incorporation or bylaws which that establishes such a percentage to be in excess of 10%, then, upon application of the holders of not less than 10% of the shares entitled to vote at a meeting, the Superior Court, in an action in which the court may proceed after giving notice to the corporation, for good cause shown, may order a special meeting of the shareholders of the corporation to be called and held at a time and place, upon the notice and for the transaction of the business, as may be designated in the order; or