LD 1761
pg. 3
Page 2 of 6 An Act To Amend the Laws Relating to Nonprofit Corporations Page 4 of 6
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LR 2591
Item 1

 
recording of certificates, articles or other documents with the
Secretary of State or in any other place in order to make effective
changes in their certificates of organization or articles of
incorporation shall apply to corporations organized without capital
stock, except that such certificates, articles or other documents
may be appropriately altered to reflect the fact that the corporate
action reflected therein is not taken by stockholders, and may be
certified by the Secretary of State and filed with the Secretary of
State even though a change of purposes contained therein will
result in such corporation becoming charitable in nature and thus
exempt from taxation. This section shall not apply to corporations
organized under or governed by Title 13-B. If the corporation
amends any provision of any certificate filed with the Secretary of
State, the corporation must promptly deliver for filing with the
Secretary of State a certificate of amendment signed and dated by
the clerk or secretary of the corporation.

 
Sec. 5. 13 MRSA §937, as amended by PL 1977, c. 592, §5, is further
amended to read:

 
§937. Dissolution

 
Except as provided in section 938, any corporation organized
without capital stock under this chapter may be dissolved in the
same manner and with the same effect as a corporation organized
with capital stock, and by using the procedures governing the
dissolution of corporations organized with capital stock shall
apply to the dissolution of corporations organized without
capital stock set forth in Title 13-B, chapter 11 and deliver for
filing with the Secretary of State the required certificates,
signed and dated by the clerk or secretary of the corporation.
Solely for the purposes of this section and the dissolution of a
corporation organized without capital stock under this chapter,
each member with voting rights of such the corporation, or if
such the corporation has no does not have members with voting
rights, each director, trustee or member of the managing board,
however designated, shall be considered and deemed to be a
stockholder holding has one share of voting stock vote for the
purposes of calling, noticing, conducting and holding meetings
and voting thereat at those meetings, and for the purpose of
commencing or otherwise participating as a party in civil actions
in respect of dissolution, but for no other purposes. In addition
to other parties who may commence or participate in such civil
actions as provided in the law relating to corporations organized
with capital stock under this chapter, the Attorney General may
commence, or otherwise participate in, any civil action relating
to the dissolution of any corporation organized without capital
stock under this chapter. Any certificate, articles or other
documents required or permitted to be filed or recorded with the


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