| | | 3. Quorum. A majority, but no fewer than 2, of all the | | qualified directors on the corporation's board of directors or on | | a committee of the corporation's board of directors, constitutes | | a quorum for purposes of action that complies with this section. | The directors' | | this section is not affected by the presence or vote of a | | director who is not a qualified director. |
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| | | Sec. B-72. 13-C MRSA §874, 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. Qualified shares. For purposes of this section, | | "qualified shares" means any shares entitled to vote with respect | | to the director's conflicting-interest transaction except shares | | that, to the knowledge, before the vote, of the clerk, the | | secretary or other officer or agent of the corporation authorized | | to tabulate votes, are beneficially owned or the voting of which | | is controlled by a director who has a conflicting interest | | respecting the transaction or by a related person of the | | director, or both. |
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| | | Sec. B-73. 13-C MRSA §874, sub-§4, as enacted by PL 2001, c. 640, Pt. | | A, §2 and affected by Pt. B, §7, is amended to read: |
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| | | 4. Identification of holdings. For purposes of compliance | | with subsection 1, a director who has a conflicting interest | | respecting the transaction shall, before the shareholders' vote, | | inform the secretary or other officer or agent of the corporation | | authorized to tabulate votes of the number of all shares and the | | identity of persons holding or controlling the vote of all shares | | that the director knows are beneficially owned or the voting of | | which is controlled by the director or by a related person of the | | director, or both. |
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| | | Sec. B-74. 13-C MRSA §921, sub-§5, as enacted by PL 2001, c. 640, Pt. | | A, §2 and affected by Pt. B, §7, is amended to read: |
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| | | 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 corporation and the | | document does not refer to a domestication of the corporation, | | the provision is deemed to apply to a domestication of the | corporation until such time after that date as | | amended. |
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| | | Sec. B-75. 13-C MRSA §921, sub-§6 is enacted to read: |
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