| | | Sec. B-91. 13-C MRSA §955, sub-§3, as enacted by PL 2001, c. 640, Pt. | | A, §2 and affected by Pt. B, §7 and affected by RR 2001, c. 2, | | Pt. A, §23, is amended to read: |
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| | | 3. Conversion by law of foreign jurisdiction. After the | | conversion of a foreign unincorporated entity to a domestic | | business corporation is authorized as required by the laws of the | | foreign jurisdiction, articles of entity conversion must be | | executed on behalf of the foreign unincorporated entity by an | | officer or other duly authorized representative of the | corporation unincorporated entity. The articles must: |
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| | | A. Set forth the name of the unincorporated entity | | immediately before the filing of the articles of entity | | conversion and the name to which the name of the | | unincorporated entity is to be changed, which must be a name | | that satisfies the requirements of section 401; |
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| | | B. Set forth the jurisdiction under the laws of which the | | unincorporated entity was organized immediately before the | | filing of the articles of entity conversion and the date on | | which the unincorporated entity was organized in that | | jurisdiction; |
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| | | C. Set forth a statement that the conversion of the | | unincorporated entity was duly approved in the manner | | required by its organic law; and |
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| | | D. Either contain all the provisions that section 202, | | subsection 1 requires to be set forth in articles of | | incorporation with any other desired provisions that section | | 202, subsection 2 permits to be included in articles of | | incorporation or have attached articles of incorporation; | | except that, in either case, provisions that would not be | | required by chapter 10 to be included in restated articles | | of incorporation of a domestic business corporation may be | | omitted. |
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| | | Sec. B-92. 13-C MRSA §1003, sub-§§5 and 6, as enacted by PL 2001, c. | | 640, Pt. A, §2 and affected by Pt. B, §7, are amended to read: |
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| | | 5. Approval by majority. Unless the articles of | | incorporation or the board of directors, acting pursuant to | | subsection 3, requires a greater vote, approval of the amendment | | requires the approval of the shareholders by a majority of all | | the votes entitled to be cast on the amendment by the | shareholders. If and, if any class or series is entitled to vote | | as a separate voting group on the amendment, except as provided | | in section 1004, subsection 3, the amendment requires the |
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