| | |
| 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 |
|
|