Sec. B-96. 13-C MRSA §1007, sub-§1, as enacted by PL 2001, c. 640, Pt. A, §2 and affected by Pt. B, §7, is amended to read:

1. Consolidation into single document. A corporation's board of directors may restate its articles of incorporation at any time, with or without shareholder approval, to consolidate all amendments into a single document. The restatement may omit statements as to the incorporator or incorporators and the initial directors.

Sec. B-97. 13-C MRSA §§1102 and 1103, as enacted by PL 2001, c. 640, Pt. A, §2 and affected by Pt. B, §7, are amended to read:

§1102. Merger

1. General authority of domestic corporations. One or more domestic business corporations may merge with one or more domestic or foreign business or nonprofit corporations or unincorporated eligible entities pursuant to a plan of merger under this section.

2. Merger with foreign entities. A foreign business or nonprofit corporation or a foreign unincorporated eligible entity may be a party to a merger with a domestic business corporation or may be created by the terms of a plan of merger under this section only if the merger is permitted by the laws under which the foreign business or nonprofit corporation or unincorporated eligible entity is organized or by which it is governed; and

3. Merger not contemplated in organic law. If the organic law of a domestic unincorporated eligible entity does not provide procedures for the approval of a merger, a plan of merger may be adopted and approved, the merger effectuated, and appraisal rights exercised in accordance with the procedures in this chapter and chapter 13. For the purposes of applying this chapter and chapter 13:

A. The unincorporated eligible entity, its members or interest holders, eligible interests and organic documents taken together are deemed to be a domestic business corporation, shareholders, shares and articles of incorporation, respectively and vice versa as the context may require; and