LD 1539
pg. 96
Page 95 of 101 An Act To Amend the Laws Relating to Corporations, Limited Partnerships, Limite... Page 97 of 101
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LR 1942
Item 1

 
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;

 
43. It preserves preemptive rights that existed for shares
that were issued and outstanding on June 30, 2003;

 
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;

 
45. It clarifies that an inspector may be the clerk or an
officer or employee of a corporation;

 
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;

 
47. It clarifies that shareholder agreements are valid for an
unlimited term unless otherwise stated in the agreement;

 
48. It clarifies the effect of a director's failure to object
to defective notice;

 
49. It clarifies that authorization process is discretionary
with the board of directors or the shareholders, as the case may
be;

 
50. It clarifies which persons whose knowledge of a conflict
of interest is taken into account for determination of certain
voting matters;

 
51. It provides that a plan of domestication may be made
dependent upon extrinsic facts;

 
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;

 
53. It provides that a plan of nonprofit conversion may be
made dependent upon extrinsic facts;

 
54. It clarifies the voting requirements for a class or
series of shares on a plan of nonprofit conversion;

 
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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