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of entity conversion requires the approval of each such separate | voting group by a majority of the votes entitled to be cast on the | conversion by that voting group.__The articles of incorporation may | provide that the plan may be approved by a lesser vote of each | class or series of shares as provided in subsection 5; |
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| | 7. Transitional rule. If any provision of the corporation's | articles of incorporation or bylaws or of an agreement to which | any of the directors or shareholders are parties, adopted or | entered into before July 1, 2003, applies to a merger of the | corporation and the document does not refer to an entity | conversion of the corporation, the provision is deemed to apply | to an entity conversion of the corporation until such time after | that date as the provision is amended; and |
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| | 8. Written consent. If as a result of an entity conversion | one or more shareholders of the corporation would become subject | to owner liability for the debts, obligations or liabilities of | any other person or entity, approval of the plan of conversion | requires the execution by each such shareholder of a separate | written consent to become subject to such owner liability.; and |
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| | Sec. B-85. 13-C MRSA §954, sub-§9 is enacted to read: |
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| | 9.__Consent of shareholders.__A plan of entity conversion may | be approved for a participating corporation by written consent of | shareholders entitled to vote, as provided in section 704.__If | the plan of entity conversion is approved by written consent of | all shareholders, whether or not entitled to vote, a resolution | of the board of directors of the participating corporation | approving, proposing, submitting, recommending or otherwise | respecting the plan of entity conversion is not necessary and | shareholders of the participating corporation are not entitled to | receive notice of or to dissent from the plan of nonprofit | conversion. |
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| | Sec. B-86. 13-C MRSA §955, sub-§§2 and 3, as enacted by PL 2001, c. 640, | Pt. A, §2 and affected by Pt. B, §7, is amended to read: |
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| | 2. Conversion to domestic business corporation. After the | conversion of a domestic unincorporated entity to a domestic | business corporation has been adopted and approved as required by | the organic law of the unincorporated entity, articles of entity | conversion must be executed on behalf of the unincorporated | entity by an officer or other duly authorized representative of | the corporation unincorporated entity. The articles must: |
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