| | | 2. Votes needed to remove. If cumulative voting is | | authorized, a director may not be removed if the number of votes | | sufficient to elect that director under cumulative voting is | voted against the removal of that director's removal | | If cumulative voting is not authorized, a director may be removed | | only by the affirmative vote of at least 2/3 of the shares | | entitled to vote on the removal. The corporation's articles of | | incorporation may require a greater or lesser vote in order to | | remove directors but not less than a majority of votes cast, | | including, but not limited to, the necessity of a unanimous vote | | of shareholders or relevant voting group. |
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| | | Sec. B-65. 13-C MRSA §824, sub-§3, as enacted by PL 2001, c. 640, Pt. | | A, §2 and affected by Pt. B, §7, is amended to read: |
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| | | 3. Waiver by absent director. If a meeting otherwise valid | | of the corporation's board of directors is held without call or | notice when a notice is required, any action taken at the meeting | is deemed ratified | director who did not attend unless, after learning of the action | taken and of the impropriety of the meeting, the director makes | prompt objection to the action taken | | learning of the meeting and actions taken at the meeting the | | director delivers to the corporation written objection to the | | transacting of business at the meeting. |
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| | | Sec. B-66. 13-C MRSA §825, sub-§2, as enacted by PL 2001, c. 640, Pt. | | A, §2 and affected by Pt. B, §7, is amended to read: |
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| | | 2. Lower quorum permitted. The corporation's articles of | | incorporation or bylaws may authorize a quorum of a corporation's | board of directors to consist of no fewer | | the fixed or prescribed number of directors determined under | | subsection 1. |
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| | | Sec. B-67. 13-C MRSA §846, as enacted by PL 2001, c. 640, Pt. A, §2 | | and affected by Pt. B, §7, is repealed. |
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| | | Sec. B-68. 13-C MRSA §§852, 854 to 857 and 859, as enacted by PL 2001, c. | | 640, Pt. A, §2 and affected by Pt. B, §7, are amended to read: |
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| | | §852. Permissible indemnification |
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| | | 1. Standards of conduct. Except as otherwise provided in | | this section, a corporation may indemnify an individual who is a | | party to a proceeding because that individual is a director of | | the corporation against liability incurred in the proceeding if: |
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