| | 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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