Sec. B-87. 13-C MRSA §1003, sub-§§5 and 6, as enacted by PL 2001, c. 640, Pt. A, §2 and affected by Pt. B, §7, are amended to read:

5. Approval by majority. Unless the articles of incorporation or the board of directors, acting pursuant to subsection 3, requires a greater vote, approval of the amendment requires the approval of the shareholders by a majority of all the votes entitled to be cast on the amendment by the shareholders. If and, if any class or series is entitled to vote as a separate voting group on the amendment, except as provided in section 1004, subsection 3, the amendment requires the approval of each separate voting group by a majority of all the votes entitled to be cast on the amendment by that voting group. The articles of incorporation may provide that an amendment may be approved by a lesser vote of each voting group entitled to vote on the amendment, but in no case less than a majority of the votes cast by that voting group at a meeting at which there exists, for each such voting group, a quorum consisting of at least a majority of the votes entitled to be cast on the amendment by each voting group entitled to vote on the amendment.

6. Consent of shareholders. The articles of incorporation may be amended An amendment to the articles of incorporation may be approved by written consent of all shareholders entitled to vote on the amendment, as provided by in section 704, subsection 1; if a unanimous written consent is given.__If the amendment is approved by written consent of all shareholders, whether or not entitled to vote, a resolution of the board of directors proposing the amendment is not necessary.

Sec. B-88. 13-C MRSA §1005, sub-§3, as enacted by PL 2001, c. 640, Pt. A, §2 and affected by Pt. B, §7, is amended to read:

3. Initial registered clerk or registered office. To delete the name and address of the initial registered agent clerk or registered office, if a statement of change is on file with the Secretary of State;

Sec. B-89. 13-C MRSA §1005, sub-8, as enacted by PL 2001, c. 640, Pt. A, §2 and affected by Pt. B, §7, is amended to read:

8. Make approved changes. To make any change expressly permitted by section 602, subsection 4 subsections 1 and 2-A to be made without shareholder approval.