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separate voting group on the disposition, the approval of each | | separate voting group by a majority of all the votes entitled to be | | cast on the disposition by that voting group. The articles of | | incorporation may provide that a disposition may be approved by a | | lesser vote of each voting group entitled to vote on the | | disposition, but in no case may a disposition be approved by 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 disposition by each voting group entitled to vote on the | | disposition. |
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| | | 9. Consent of shareholders. A disposition that requires | | approval of the corporation's shareholders under subsection 1 may | be authorized by written consent of allof the | corporation, whether or not the shareholders are | by the articles of incorporation,by, | subsection 1a unanimous written consent is given | | disposition is approved by written consent of all shareholders, | | whether or not entitled to vote, a resolution of the | | corporation's board of directors approving, proposing, | | submitting, recommending or otherwise respecting the disposition | | is not necessary, and the shareholders of the corporation are not | | entitled to notice of or to dissent from the disposition. |
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| | | Sec. B-101. 13-C MRSA §1302, sub-§§7 and 8, as enacted by PL 2001, c. | | 640, Pt. A, §2 and affected by Pt. B, §7, are amended to read: |
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| | | 7. Conversion to nonprofit status. Consummation of a | | conversion of the corporation to nonprofit status pursuant to | chapter 9, subchapter III |
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| | | 8. Conversion to unincorporated entity. Consummation of a | conversion of the corporation to a form of other | unincorporated entity pursuant to chapter 9, subchapter IV |
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| | | Sec. B-102. 13-C MRSA §1305, first ¶, 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 shareholder entitled to appraisal rights under this | | subchapter may not challenge a completed corporate action | requiring appraisal rights | | those described in section 1303, subsection 3, unless the | | corporate action: |
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| | | Sec. B-103. 13-C MRSA §1401, sub-§§4, 5 and 6, as enacted by PL 2001, c. | | 640, Pt. A, §2 and affected by Pt. B, §7, are amended to read: |
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