| | Sec. B-80. 13-C MRSA §935, sub-§2, ķA, as enacted by PL 2001, c. 640, | Pt. A, §2 and affected by Pt. B, §7, is amended to read: |
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| A. Appoint the Secretary of State as its agent for service | of process in a proceeding to enforce the rights of | shareholders who exercise appraisal rights in connection | with the conversion and that domestic business corporation | shall provide a mailing address to which the Secretary of | State may mail a copy of any process served on the Secretary | of State; and |
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| | Sec. B-81. 13-C MRSA §942, sub-§4, as enacted by PL 2001, c. 640, Pt. | A, §2 and affected by Pt. B, §7, is amended to read: |
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| | 4. Certificate of authority. If the foreign nonprofit | corporation is authorized to transact business carry on | activities in this State under the provisions of the Maine | Nonprofit Corporation Act, its certificate of authority is | cancelled automatically on the effective date of its | domestication and conversion. |
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| | Sec. B-82. 13-C MRSA §952, sub-§§3 and 5, as enacted by PL 2001, c. 640, | Pt. A, §2 and affected by Pt. B, §7, are amended to read: |
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| | 3. Entity conversion. A domestic unincorporated entity may | become a domestic business corporation. Section 957 governs the | effect of converting to a domestic business corporation. If the | organic law of a domestic unincorporated entity does not provide | procedures for the approval of an entity conversion, the | conversion must be adopted and approved, and the entity | conversion effectuated, in the same manner as a merger of the | unincorporated entity, and its interest holders are entitled to | appraisal rights if appraisal rights are available upon any type | of merger under the organic law of the unincorporated entity. If | the organic law of a domestic unincorporated entity does not | provide procedures for the approval of either an entity | conversion or a merger, a plan of entity conversion must be | adopted and approved, the entity conversion effectuated and | appraisal rights exercised in accordance with the procedures in | this subchapter and chapter 13. Without limiting the provisions | of this subsection, a domestic unincorporated entity whose | organic law does not provide procedures for the approval of an | entity conversion is subject to subsection 5 and section 954, | subsection 7 8. For purposes of applying this subchapter and | chapter 13: |
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| A. The unincorporated entity and its interest holders, interests | and organic documents taken together are deemed to |
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