| |
by the articles of incorporation,by, | subsection 1a unanimous written consent is given | | disposition is approved by written consent of all shareholders, | | whether or not entitled to vote, a resolution of the corporation's | | board of directors approving, proposing, submitting, recommending | | or otherwise respecting the disposition is not necessary, and the | | shareholders of the corporation are not entitled to notice of or to | | dissent from the disposition. |
|
| | | Sec. B-106. 13-C MRSA §1302, sub-§§7 and 8, as enacted by PL 2001, c. | | 640, Pt. A, §2 and affected by Pt. B, §7, are amended to read: |
|
| | | 7. Conversion to nonprofit status. Consummation of a | | conversion of the corporation to nonprofit status pursuant to | chapter 9, subchapter III |
|
| | | 8. Conversion to unincorporated entity. Consummation of a | conversion of the corporation to a form of other | unincorporated entity pursuant to chapter 9, subchapter IV |
|
| | | Sec. B-107. 13-C MRSA §1305, first ¶, as enacted by PL 2001, c. 640, Pt. | | A, §2 and affected by Pt. B, §7, is amended to read: |
|
| | | A shareholder entitled to appraisal rights under this | | subchapter may not challenge a completed corporate action | requiring appraisal rights | | those described in section 1303, subsection 3, unless the | | corporate action: |
|
| | | Sec. B-108. 13-C MRSA §1401, sub-§§4, 5 and 6, as enacted by PL 2001, c. | | 640, Pt. A, §2 and affected by Pt. B, §7, are amended to read: |
|
| | | 4. Debt. That no debt of the corporation remains unpaid, | | including the filing of the annual report as required by section | | 1621; |
|
| | | 5. Net assets. That, if shares were issued, the net assets | | of the corporation remaining after winding up have been | distributed to the shareholders; and |
|
| | | 6. Authorization of dissolution. That a majority of the | incorporators or initial directors authorized the dissolution. |
|
| | | Sec. B-109. 13-C MRSA §1401, sub-§§7 and 8 are enacted to read: |
|
|
