| | | (1)__The jurisdiction of incorporation; and |
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| | | (2)__The date on which it was authorized to transact | | business in this State. |
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| | | Sec. B-53. 13-C MRSA §404, sub-§8, ķA, as enacted by PL 2001, c. 640, | | Pt. A, §2 and affected by Pt. B, §7, is amended to read: |
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| | A. The name of the corporation and the address of its | registered office |
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| | | Sec. B-54. 13-C MRSA §501, sub-§§1 and 2, as enacted by PL 2001, c. 640, | | Pt. A, §2 and affected by Pt. B, §7, are amended to read: |
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| | | 1. Clerk. Each domestic corporation to which this Act | | applies shall maintain in this State a clerk, who is a natural | | person resident in this State. The clerk may be, but is not | | required to be, one of the directors or officers of the | | corporation, or the clerk may be a person holding no other | | position with the corporation. The clerk must be appointed by | | the corporation's board of directors unless the articles of | | incorporation reserve appointment of the clerk to the | | shareholders. The clerk of a corporation is not an officer but | | performs the functions provided in this Act. The duties of the | | clerk are ministerial only, and the clerk is not liable in that | | capacity for any liabilities of the corporation, including, but | | not limited to, debts, claims, taxes, fines or penalties.__Unless | | otherwise provided by the bylaws, the clerk shall keep on file a | | list of all shareholders of the corporation and keep, in a book | | kept for that purpose, the records of all shareholders' meetings, | | including all records of all votes and minutes of the meetings.__ | | These records may be kept by the clerk at the registered office | | or another office of the corporation to which the clerk has ready | | access.__The clerk may certify all votes, resolutions and actions | | of the shareholders and may certify all votes, resolutions and | | actions of the corporation's board of directors and its | | committees. |
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| | | 2. Registered office. The clerk shall maintain a registered | | office at some fixed place within this State, which may be, but | need not be, the corporation's place of business. The clerk | shall perform those duties required of the clerk elsewhere in | this Act. |
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| | | Sec. B-55. 13-C MRSA §501, sub-§§5, 7 and 10, as enacted by PL 2001, c. | | 640, Pt. A, §2 and affected by Pt. B, §7, are amended to read: |
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