| | 42. It provides that board approval of rights or options to | acquire securities also constitutes authorization to issue the | underlying securities and confirms that rights and options to | securities may be limited based on share holdings; |
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| | 43. It preserves preemptive rights that existed for shares | that were issued and outstanding on June 30, 2003; |
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| | 44. It clarifies that a notice of a special meeting and | notice of death or incapacity of a shareholder must be delivered | to the clerk, not the secretary; |
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| | 45. It clarifies that an inspector may be the clerk or an | officer or employee of a corporation; |
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| | 46. It clarifies that the articles of incorporation may | provide for a quorum greater or less than a majority and sets a | minimum quorum of not less than 1/3 of the shares of a voting | group entitled to vote on a matter; |
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| | 47. It clarifies that shareholder agreements are valid for an | unlimited term unless otherwise stated in the agreement; |
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| | 48. It clarifies the effect of a director's failure to object | to defective notice; |
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| | 49. It clarifies that authorization process is discretionary | with the board of directors or the shareholders, as the case may | be; |
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| | 50. It clarifies which persons whose knowledge of a conflict | of interest is taken into account for determination of certain | voting matters; |
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| | 51. It provides that a plan of domestication may be made | dependent upon extrinsic facts; |
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| | 52. It adds language relative to the consent of shareholders | for the plan of domestication, for the plan of nonprofit | conversion and for the plan of entity conversion; |
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| | 53. It provides that a plan of nonprofit conversion may be | made dependent upon extrinsic facts; |
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| | 54. It clarifies the voting requirements for a class or | series of shares on a plan of nonprofit conversion; |
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| | 55. It adds language to require that when a domestic business | corporation converts to a foreign nonprofit corporation, it must | provide an address to which the Secretary of State may |
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