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of entity conversion requires the approval of each such separate | | voting group by a majority of the votes entitled to be cast on the | | conversion by that voting group.__The articles of incorporation may | | provide that the plan may be approved by a lesser vote of each | | class or series of shares as provided in subsection 5; |
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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 | | corporation and the document does not refer to an entity | | conversion of the corporation, the provision is deemed to apply | to an entity conversion of the corporation until such time after | that date asand |
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| | | 8. Written consent. If as a result of an entity conversion | | one or more shareholders of the corporation would become subject | | to owner liability for the debts, obligations or liabilities of | | any other person or entity, approval of the plan of conversion | | requires the execution by each such shareholder of a separate | written consent to become subject to such owner liability. |
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| | | Sec. B-85. 13-C MRSA §954, sub-§9 is enacted to read: |
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| | | 9.__Consent of shareholders.__A plan of entity 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 entity 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 entity 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-86. 13-C MRSA §955, sub-§§2 and 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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| | | 2. Conversion to domestic business corporation. After the | | conversion of a domestic unincorporated entity to a domestic | | business corporation has been adopted and approved as required by | | the organic law of the unincorporated entity, articles of entity | | conversion must be executed on behalf of the unincorporated | | entity by an officer or other duly authorized representative of | the corporation |
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