LD 1539
pg. 38
Page 37 of 101 An Act To Amend the Laws Relating to Corporations, Limited Partnerships, Limite... Page 39 of 101
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LR 1942
Item 1

 
1. Abandonment of domestication by domestic business
corporation. Unless otherwise provided in a plan of
domestication of a domestic business corporation, after the plan
has been adopted and approved as required by this subchapter and
at any time before the domestication has become effective, it may
be abandoned by the corporation's board of directors without
action by the shareholders.

 
If a domestication is abandoned under this subsection after
articles of charter surrender have been filed with the Secretary
of State but before the domestication has become effective, a
statement that the domestication has been abandoned in accordance
with this section, executed by an officer or other duly
authorized representative or of the corporation, must be
delivered to the Secretary of State for filing prior to the
effective date of the domestication. The statement takes effect
upon filing, and the domestication is considered abandoned and
does not become effective.

 
Sec. B-75. 13-C MRSA §931, sub-§5, as enacted by PL 2001, c. 640, Pt.
A, §2 and affected by Pt. B, §7, is amended to read:

 
5. Transitional rule. If any debt security, note or similar
evidence of indebtedness for money borrowed, whether secured or
unsecured, or a contract of any kind issued, incurred or executed
by a domestic business corporation before July 1, 2003 contains a
provision applying to a merger of the domestic business
corporation and the document does not refer to a nonprofit
conversion of the domestic business corporation, the provision is
deemed to apply to a nonprofit conversion of the domestic
business corporation until such time after that date as the
provision is amended.

 
Sec. B-76. 13-C MRSA §931, sub-§6 is enacted to read:

 
6.__Extrinsic facts.__Terms of a plan of nonprofit conversion
may be made dependent upon facts objectively ascertainable
outside the plan in accordance with section 121, subsection 10.

 
Sec. B-77. 13-C MRSA §932, sub-§§5 and 7, as enacted by PL 2001, c. 640,
Pt. A, §2 and affected by Pt. B, §7, are amended to read:

 
5. Majority approval. Unless the corporation's articles of
incorporation or its board of directors acting pursuant to
subsection 3 requires a greater vote, approval of the plan of
nonprofit conversion requires the approval of the shareholders by
a majority of all the votes entitled to be cast on the plan by
the shareholders and, if any class or series is entitled to vote


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