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approval of each separate voting group by a majority of all the | | votes entitled to be cast on the amendment by that voting group. | | The articles of incorporation may provide that an amendment may be | | approved by a lesser vote of each voting group entitled to vote on | | the amendment, 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 amendment by each voting | | group entitled to vote on the amendment. |
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| | | 6. Consent of shareholders. The articles of incorporation | may be amended | be approved by written consent of all | vote on the amendmentby, subsection | 1; if a unanimous written consent is given | | approved by written consent of all shareholders, whether or not | | entitled to vote, a resolution of the board of directors | | proposing the amendment is not necessary. |
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| | | Sec. B-93. 13-C MRSA §1005, 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. Initial registered clerk or registered office. To delete | the name and address of the initial registered agent | | registered office, if a statement of change is on file with the | | Secretary of State; |
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| | | Sec. B-94. 13-C MRSA §1005, sub-§8, as enacted by PL 2001, c. 640, Pt. | | A, §2 and affected by Pt. B, §7, is amended to read: |
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| | | 8. Make approved changes. To make any change expressly | permitted by section 602, subsection 4 | | be made without shareholder approval. |
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| | | Sec. B-95. 13-C MRSA §1006, sub-§1, ¶¶B, C and F, as enacted by PL 2001, | | c. 640, Pt. A, §2 and affected by Pt. B, §7, are amended to read: |
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| | | B. The text of each amendment adopted or the information | | required by section 121, subsection 10, paragraph E; |
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| | | C. If an amendment provides for an exchange, | | reclassification or cancellation of issued shares, | | provisions for implementing the amendment if not contained | | in the amendment itself, which may be dependent upon facts | | objectively ascertainable outside the articles of amendment | | in accordance with section 121, subsection 10; |
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| | | F. If an amendment required approval by the shareholders, a | | statement that the amendment was duly approved by the |
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