PUBLIC Law Chapter 523

corporation, unless contrary provision is made in its certificate

of organization or any amendment thereto, the assets of the

corporation remaining after the payment of its debts ~~shall~~ must be

distributed equally to its members. ~~No provision of law relating to~~

~~the distribution of assets of corporations organized with capital~~

~~stock shall have any application to the distribution of assets of~~

~~corporations organized without capital stock. This section shall~~

~~not apply to corporations organized under or governed by Title 13-~~

Sec. 7. 13 MRSA §961, as amended by PL 1977, c. 592, §8, is
repealed and the following enacted in its place:

§961. Procedure

Any 2 or more corporations organized under this chapter may
consolidate into a single corporation, which may be either one of
the corporations or a new corporation under the laws of this
State to be formed by means of the consolidation. The
consolidation may be effected by vote of the directors, trustees
or managing board, however designated, of each of those
corporations at a legal meeting thereof ratifying a proposed
agreement of consolidation. The resulting corporation shall
deliver for filing with the Secretary of State a certificate of
consolidation signed and dated by the clerk or secretary of the
corporation. When the certificate of consolidation is filed, the
separate existence of all of the constituent corporations, or of
all of the constituent corporations except the one into which the
constituent corporations have been consolidated, ceases and the
constituent corporations, whether consolidated into a new
corporation or merged into one of the constituent corporations,
as the case may be, become the consolidated corporation by the
name provided in the agreement, possessing all the rights,
privileges, powers, franchises and immunities of a public and
private nature and being subject to all the liabilities,
restrictions and duties of each of those corporations so
consolidated, and all the rights, privileges, powers, franchises
and immunities of each of those constituent corporations, and all
real, personal and mixed property of those constituent
corporations, all debts due to any of those constituent
corporations on whatever account and all other things in action
of or belonging to each of those constituent corporations are
vested in the consolidated corporation. All property, rights,
privileges, powers, franchises, immunities and all other
interests are thereafter the property of the consolidated
corporation in the same manner as they were of the several and
respective constituent corporations, and the title to any real
estate, whether by deed or otherwise vested under the laws of
this State in any of those constituent corporations, may not
revert or in any way be impaired by reason of the consolidation.__

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