LD 1539
pg. 40
Page 39 of 104 PUBLIC Law Chapter 344 Page 41 of 104
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LR 1942
Item 1

 
Sec. B-79. 13-C MRSA §931, sub-§5, as enacted by PL 2001, c. 640, Pt. A,
§2 and affected by Pt. B, §7, is amended to read:

 
5. Transitional rule. If any debt security, note or similar
evidence of indebtedness for money borrowed, whether secured or
unsecured, or a contract of any kind issued, incurred or executed
by a domestic business corporation before July 1, 2003 contains a
provision applying to a merger of the domestic business
corporation and the document does not refer to a nonprofit
conversion of the domestic business corporation, the provision is
deemed to apply to a nonprofit conversion of the domestic
business corporation until such time after that date as the
provision is amended.

 
Sec. B-80. 13-C MRSA §931, sub-§6 is enacted to read:

 
6.__Extrinsic facts.__Terms of a plan of nonprofit conversion
may be made dependent upon facts objectively ascertainable
outside the plan in accordance with section 121, subsection 10.

 
Sec. B-81. 13-C MRSA §932, sub-§§5 and 7, as enacted by PL 2001, c. 640,
Pt. A, §2 and affected by Pt. B, §7, are amended to read:

 
5. Majority approval. Unless the corporation's articles of
incorporation or its board of directors acting pursuant to
subsection 3 requires a greater vote, approval of the plan of
nonprofit conversion requires the approval of the shareholders by
a majority of all the votes entitled to be cast on the plan by
the shareholders and, if any class or series is entitled to vote
as a separate voting group on the plan, the approval of each such
separate voting group by a majority of all the votes entitled to
be cast on the plan by that voting group. The articles of
incorporation may provide that the plan may be approved by a
lesser vote of each voting group entitled to vote on the plan 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 plan by each voting group entitled to
vote on the plan;

 
7. Transitional rule. If any provision of the corporation's
articles of incorporation or bylaws or of an agreement to which
any of the directors or shareholders are parties, adopted or
entered into before July 1, 2003, applies to a merger of the
domestic business corporation and the document does not refer to
a nonprofit conversion of the domestic business corporation, the
provision is deemed to apply to a nonprofit


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