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as a separate voting group on the plan, the approval of each such | | separate voting group by a majority of all the votes entitled to be | | cast on the plan by that voting group. The articles of | | incorporation may provide that the plan may be approved by a lesser | | vote of each voting group entitled to vote on the plan but in no | | case less than a majority of the votes cast by that voting group at | | a meeting at which there exists, for each such voting group, a | | quorum consisting of at least a majority of the votes entitled to | | be cast on the plan by each voting group entitled to vote on the | | plan; |
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| | | 7. Transitional rule. If any provision of the corporation's | | articles of incorporation or bylaws or of an agreement to which | | any of the directors or shareholders are parties, adopted or | | entered into before July 1, 2003, applies 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. |
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| | | Sec. B-78. 13-C MRSA §932, sub-§8 is enacted to read: |
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| | | 8.__Consent of shareholders. A plan of nonprofit conversion | | may be approved for a participating corporation by written | | consent of shareholders entitled to vote, as provided in section | | 704.__If the plan of nonprofit conversion is approved by written | | consent of all shareholders, whether or not entitled to vote, a | | resolution of the board of directors of the participating | | corporation approving, proposing, submitting, recommending or | | otherwise respecting the plan of nonprofit conversion is not | | necessary and shareholders of the participating corporation are | | not entitled to receive notice of or to dissent from the plan of | | nonprofit conversion. |
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| | | Sec. B-79. 13-C MRSA §933, 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. Provisions of articles of nonprofit conversion. The | | articles of nonprofit conversion must either contain all the | | provisions that the Maine Nonprofit Corporation Act requires to | | be set forth in articles of incorporation of a domestic nonprofit | | corporation with any other desired provisions permitted by the | | Maine Nonprofit Corporation Act or have attached articles of | | incorporation that satisfy the requirements of the Maine | | Nonprofit Corporation Act. In either case, provisions that would | not be required by chapter 10 | | to be included in restated articles of incorporation of a | | domestic nonprofit corporation may be omitted. |
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