(3) If there are no such officers, then by a majority of the directors or by such directors as may be designated by a majority of directors then in office; or

(4) If there are no such directors, then by the a specific member or members or such of them as may be designated by the members at a lawful meeting;

Sec. 3. 13-C MRSA §1102, sub-§6, as amended by PL 2003, c. 344, Pt. B, §97, is further amended to read:

6. Amend plan prior to filing articles of merger. The plan of merger may also include a provision that the plan may be amended prior to filing the articles of merger with the Secretary of State under section 1106, subsection 2. If the shareholders of a domestic corporation that is a party to the merger are required or permitted to vote on the plan, the plan must provide that subsequent to approval of the plan by the shareholders the plan may not Subsequent to any approval of the plan by shareholders of a domestic corporation that is a party to the merger, the plan may not without further shareholder approval be amended to:

A. Change the amount or kind of shares or other securities, eligible interests, obligations, rights to acquire shares or other securities, cash or other property to be received under the plan by the shareholders or owners of eligible interests in any party to the merger;

B. Change the articles of incorporation or the organic documents of any eligible entity that will survive or be created as a result of the merger, except for changes permitted by section 1005 or by comparable provisions of the organic laws of any such foreign corporation or domestic or foreign eligible entity; or

C. Change any of the other terms or conditions of the plan if the change would adversely affect the shareholders in any material respect.

Sec. 4. 13-C MRSA §1303, sub-§2, ķA, as enacted by PL 2001, c. 640, Pt. A, §2 and affected by Pt. B, §7, is amended to read:

A. The record date fixed to determine the shareholders entitled to receive notice of and to vote at the meeting of