Sec. D-1. 7 MRSA §1015, first ¶, as amended by PL 1971, c. 622, §21, is further amended to read:
The applicant shall file an application on forms as prescribed and furnished by the commissioner, which forms shall must contain the full name of the person applying for such the license, and, if the applicant be is a corporation, partnership, association, exchange, or legal representative or, officer, director, partner or member thereof of a corporation, partnership, association or exchange, all such names and positions are to be stated on the application. If the applicant is a foreign corporation, it shall certify that it is registered with the Secretary of authorized to transact business in the State under former Title 13-A, chapter 12 or Title 13-C, chapter 15, and further state the principal business address of the applicant in the State of Maine or elsewhere, the address of all places of business in the State of Maine, and the name or names of the person or persons authorized to receive and accept service of lawful process upon the applicant within the State of Maine. All questions required to be answered in the application for licenses shall must be sworn to, and intentionally untruthful answers shall constitute the crime of perjury.
Sec. D-2. 9-B MRSA §314-A, sub-§1, ¶A, as enacted by PL 1997, c. 398, Pt. C, §12, is repealed and the following enacted in its place:
A. The articles of incorporation must contain the following statement:
"The purpose of this corporation is to conduct the business of a financial institution as limited by the Maine Revised Statutes, Title 9-B or any rules, orders or certificates under Title 9-B."
Articles of incorporation or amendments to articles of incorporation must have the prior written approval of the superintendent.
Sec. D-3. 9-B MRSA §323, sub-§3, as enacted by PL 1975, c. 500, §1, is amended to read:
3. Submission to Secretary of State. Following the meeting required under subsection 2, the directors so elected shall submit an attested copy of the institution's articles of incorporation to the Secretary of State, who shall determine whether such articles satisfy the filing requirements of Title 13-A 13-C. If such filing requirements are met and the superintendent has approved said articles, the Secretary of State shall file the articles of incorporation pursuant to Title 13-A, chapter 4 13-C, chapter 1, subchapter 2. The filing of the articles of incorporation by the Secretary of State shall does not authorize the transaction of business by the financial institution until all conditions of this section are satisfied.
Sec. D-4. 9-B MRSA §327, first ¶, as enacted by PL 1975, c. 500, §1, is amended to read:
Except as provided in this section, the powers and duties of officers and directors of a financial institution organized under this chapter shall must be pursuant to Title 13-A 13-C.
Sec. D-5. 9-B MRSA §327, sub-§3, ¶C, as amended by PL 1979, c. 663, §38, is further amended to read:
C. The clerk or secretary shall exercise the following powers.
(1) The clerk or secretary shall record or cause to be recorded the proceedings and actions of all meetings of the corporators, members or directors, and give or cause to be given all notices required by law or action of the directors for which no other provision is made. If no person is elected to this office, the treasurer, or in his the treasurer's absence another officer of the institution designated by the directors, shall must be ex officio clerk of the institution and of the directors.
(2) Within 30 days after the annual meeting of the board for election of officers, the clerk shall cause to be published in a local newspaper of general circulation in the county where the institution's principal office is located, or in such other newspapers as the superintendent may designate, a list of the officers and directors thereof of the institution. He The clerk shall return a copy of such the list of officers and directors to the superintendent within said that 30 days, which shall must be kept on file in the superintendent's office for public inspection.
(3) The clerk or secretary, in the absence of a provision in the bylaws to the contrary, shall perform the functions of clerk in accordance with Title 13-A, section 304 13-C.
Sec. D-6. 13 MRSA §337, as amended by PL 1971, c. 565, §1, is further amended to read:
§337. Books produced for trial; refusal
When a suit or prosecution is pending for a violation, either of sections 334 to 336 or to enforce the liabilities created by Title 13-A 13-C, section 624 or section 720 833, the clerk or person having custody of the books of the corporation shall, upon reasonable written notice, produce them on trial; and for neglect or refusal to do so, he the person is liable to the same fine or imprisonment as the party on trial would be.
Sec. D-7. 13 MRSA §741, sub-§1, ¶A-1 is enacted to read:
A-1. Nonlicensed individuals authorized to organize with licensed individuals pursuant to section 732, subsection 3;
Sec. D-8. 13 MRSA §1978, sub-§§2 and 4, as enacted by PL 1983, c. 136, are amended to read:
2. Payment. Each member of an employee cooperative corporation shall must be issued a membership share upon payment of a membership fee, the amount of which shall must be determined from time to time by the directors. Title 13-A, section 505, 13-C, section 621 does not apply to membership shares.
4. Voting stock limited. Unless otherwise provided in this subchapter or in the articles of incorporation of an employee cooperative, no other capital stock other than membership shares may have voting power. In the event that proposed amendments to the articles of incorporation would adversely affect any nonvoting class of shareholders, such action may not be taken without the vote of those shareholders, as provided in Title 13-A 13-C, sections 805 1003 and 806 1004.
Sec. D-9. 13 MRSA §1979, as enacted by PL 1983, c. 136, is amended to read:
The bylaws of an employee cooperative may only be amended by members, except as provided in Title 13-A 13-C, section 602 207.
Sec. D-10. 13 MRSA §1982, sub-§4, as enacted by PL 1983, c. 136, is amended to read:
4. Exceptions. Title 13-A 13-C, section 909, 1302 does not apply to an internal capital account cooperative.
Sec. D-11. 13-B MRSA §202, sub-§1, ¶¶K and L, as enacted by PL 1977, c. 525, §13, are amended to read:
K. To enter into contracts of guaranty or suretyship, unless in doing so the corporation would be engaging in an activity prohibited to business corporations organized under Title 13-A, section 401 13-C;
L. To lend money, invest its funds from time to time, and take and hold any property, including, but not limited to, real property, as security for payment of funds so loaned or invested, unless in doing so the corporation would be engaging in a business prohibited to business corporations organized under Title 13-A, section 401 13-C;
Sec. D-12. 13-C MRSA §603, sub-§2, as enacted by PL 2001, c. 640, Pt. A, §2 and affected by Pt. B, §7, is amended to read:
2. Limitations on reacquisition, redemption or conversion. The reacquisition, redemption or conversion of outstanding shares is subject to the limitations of subsection 3 and to section 6.40 651.
Sec. D-13. 24-A MRSA §3486, sub-§6, as enacted by PL 1977, c. 377, is amended to read:
6. A dissenting shareholder shall file, within 20 days after the delivery to him that shareholder of either a copy of the plan or a summary thereof of the plan pursuant to subsection 4, a written notice of his the shareholder's election to dissent from the plan and a demand for payment of the fair value of his the shareholder's shares. Such The notice and demand shall must be filed with the company which that adopted the plan by personally delivering it, or by mailing it via certified or registered mail, to such the company at its registered office within this State or to its principal place of business or to the address given to the Secretary of State pursuant to Title 13-A, section 906, subsection 4, paragraph B as shown on its most recent annual report or, in the case of a foreign corporation that has not yet delivered an annual report, in its application for a certificate of authority pursuant to Title 13-C, section 130.
Sec. D-14. 24-A MRSA §3486, sub-§10, as enacted by PL 1977, c. 377, is amended to read:
10. If, within the additional 20-day period prescribed by subsection 9, one or more dissenting shareholders and the company have failed to agree as to the fair value of the shares, then Title 13-A, section 909, subsections 9, 11, 12 and 13, shall be applicable 13-C, chapter 13, subchapter 3 applies, except that:
A. The term "the corporation" as used therein shall be in that subchapter is deemed to refer to the company which that adopted a plan pursuant to subsection 2;
B. The reference in Title 13-A, section 909, subsection 9, paragraph G to the date on which a vote was taken on the proposed corporate action shall be deemed to refer to the date on which a plan was adopted pursuant to subsection 2;
C. The references in Title 13-A, section 909, subsection 11 to a shareholder's "objection" and "demand" and the reference in Title 13-A, section 909, subsection 13 13-C, chapter 13, subchapter 3 to a shareholder's "demand for payment under section 1327" shall be is deemed to refer to a shareholder's notice and demand filed pursuant to subsection 6;
D. The references in Title 13-A, section 909, subsection 9 to "the date on which such corporate action was effected" shall be deemed to refer to the date of delivery of the plan or a summary thereof as provided in subsection 4;
E. The reference in Title 13-A 13-C, section 909 1331, subsection 9, paragraph A 2 to the county in the State where the principal office or the registered office of the domestic corporation merged with the foreign corporation is located shall be is deemed, where the parent corporation which that has adopted the plan is neither a domestic corporation nor an authorized insurer, to include the county where the registered office of the subsidiary domestic stock insurance company whose stock is being acquired is located;
F. The reference in Title 13-A, section 909, subsection 9, paragraph E to "this section" shall be deemed to include this section; and
G. The references in Title 13-A, section 909, subsection 9 to "subsection 8" shall be deemed to refer to subsection 9.
H. Title 13-C, section 1331, subsection 5, paragraph B does not apply; and
I. The reference in Title 13-C, section 1332, subsection 2, paragraph A to the corporation's failure to substantially comply with the requirements of section 1321, 1323, 1325 or 1326 is deemed to refer to the corporation's failure to comply with this section, and the reference in Title 13-C, section 1332, subsection 4 to the failure of the corporation to make required payments pursuant to section 1325, 1326 or 1327 is deemed to refer to the failure of the corporation to make required payments under this section.
Sec. D-15. 24-A MRSA §3486, sub-§11, as enacted by PL 1977, c. 377, is repealed.
Sec. D-16. 24-A MRSA §3486, sub-§§12 and 14, as enacted by PL 1977, c. 377, are amended to read:
12. If the court determines pursuant to Title 13-A, section 909, subsection 9, paragraph E 13-C, chapter 113, subchapter 3 that a shareholder is not entitled to receive payment of the fair value of his the shareholder's shares because of his the shareholder's failure to satisfy the requirements of Title 13-A, section 909 13-C, chapter 113, subchapter 3 and of this section, then the shareholder shall receive the consideration which that was specified as payment in exchange for his the shareholder's shares pursuant to the plan. Such payment shall may not include the allowance for interest specified in Title 13-A 13-C, section 909 1331, subsection 9, paragraph G 5.
14. The provisions of Title 13-A, section 525, regarding unclaimed dividends and other distributions to shareholders shall 33, chapter 41 apply to any unclaimed payment to which a shareholder may be entitled under this section.
Sec. D-17. 31 MRSA §282, sub-§5-A, as enacted by PL 1995, c. 633, Pt. A, §1, is amended to read:
5-A. Professional limited liability partnership. "Professional limited liability partnership" means a registered limited liability partnership that, by virtue of the business conducted by it, would be subject to the required to incorporate under the Maine Professional Service Corporation Act if that partnership were a corporation.
Sec. D-18. 31 MRSA §418, as enacted by PL 1999, c. 638, §13, is amended to read:
§418. Conversion of limited partnership
1. Definitions. For purposes of this section, "business entity" means any association or legal entity organized to conduct business, including a domestic or foreign corporation, limited liability company, limited partnership, general partnership, limited liability partnership, joint venture, joint stock company and business trust.
2. Authority. A business entity limited partnership may convert to another type of business entity by complying with the requirements of section 419 and Title 13-A, section 912 13-C, chapter 9, subchapter 4.
Sec. D-19. 31 MRSA §611, first ¶, as repealed and replaced by PL 1995, c. 633, Pt. C, §16, is amended to read:
A limited liability company may be organized under this chapter for any lawful purpose. If the purpose for which a limited liability company is organized or its form makes it subject to a special provision of law, the limited liability company shall also comply with that provision. This section is specifically intended to permit the formation of a professional limited liability company by a person or persons who may form a professional corporation under the Maine Professional Service Corporation Act. The provisions of that Act are incorporated in this chapter by reference, except as follows.
Sec. D-20. 31 MRSA §746, as enacted by PL 1999, c. 638, §34, is amended to read:
§746. Conversion of limited liability company
1. Definitions. For purposes of this section, "business entity" means any association or legal entity organized to conduct business, including a domestic or foreign corporation, limited liability company, limited partnership, general partnership, limited liability partnership, joint venture, joint stock company and business trust.
2. Authority. A business entity limited liability company may convert to another type of business entity by complying with the requirements of section 747 and Title 13-A, section 912 13-C, chapter 9, subchapter 4.
Sec. D-21. 32 MRSA §1081, sub-§4, as amended by PL 1993, c. 600, Pt. A, §63, is further amended to read:
4. Corporations; names. A corporation may not practice, offer or undertake to practice or hold itself out as practicing dentistry. Every person practicing dentistry as an employee of another shall cause that person's name to be conspicuously displayed and kept in a conspicuous place at the entrance of the place where the practice is conducted. This subsection does not prohibit a licensed dentist from practicing dentistry as an employee of another licensed dentist in this State, as an employee of a nonprofit corporation, as an employee of a state hospital or state institution where the only remuneration is from the State or from a corporation that provides dental service for its employees at no profit to the corporation. This subsection does not prohibit the practice of dentists who have incorporated their practices as permitted by pursuant to Title 13, chapter 22 22-A.
Sec. D-22. 32 MRSA §12252, sub-§3, as amended by PL 2001, c. 260, Pt. F, §2, is further amended to read:
3. Firm permits. Notwithstanding Title 13, section 710 and Title 31, section 611, the The following provisions apply to the issuance of firm permits.
A. An applicant for initial issuance or renewal of a permit to practice under this section shall show that a simple majority of the ownership of the firm, in terms of financial interests and voting rights of all partners, officers, shareholders, members or managers, belongs to holders of certificates who are licensed in a state and that all partners, officers, shareholders, members or managers whose principal place of business is in this State or who perform professional services in this State hold valid individual permits issued by the board. Firms may include nonlicensee owners in accordance with paragraph B.
B. A certified public accountancy firm or public accountancy firm may include nonlicensee owners as long as:
(1) All nonlicensee owners are individuals who actively participate in the certified public accountancy firm or public accountancy firm; and
(2) The firm complies with such other requirements as the board may impose by rule.
Sec. D-23. 35-A MRSA §2110, sub-§2, as enacted by PL 1987, c. 141, Pt. A, §6, is amended to read:
2. The commission's powers and limitations. The commission's powers and limitations, made applicable under this section, are those applicable by law in like cases concerning public utilities organized under Title 13-A 13-C or any prior general corporation law.
Sec. D-24. 35-A MRSA §3204, sub-§7, as enacted by PL 1997, c. 316, §3, is amended to read:
7. Corporate law; exemptions. An order of the commission directing or approving divestiture renders an electric utility and its directors, officers and shareholders exempt from Title 13-A 13-C, sections 514, 517, 624 and 720 section 651 and from the Uniform Fraudulent Transfer Act, Title 14, chapter 504 for the matters addressed by the order. A divestiture pursuant to a commission order directing or approving the divestiture does not constitute a sale of all or substantially all of the assets of a corporation within the meaning of Title 13-A, chapter 10 is not subject to limitations contained in the corporation's articles of incorporation and, notwithstanding Title 13-C, chapter 12, does not require shareholder approval.
Sec. D-25. 35-A MRSA §4502, sub-§1, as enacted by PL 1987, c. 141, Pt. A, §6, is amended to read:
1. Organization of corporations to construct pipelines. Corporations for the purpose of constructing and operating natural gas pipelines may be organized under Title 13-A 13-C. Following organization under former Title 13-A or Title 13-C, the corporation has all the other rights, privileges and immunities of a legal corporation organized under Title 13-A 13-C, except as they are inconsistent with this chapter.
Sec. D-26. 36 MRSA §4641-C, sub-§7, as amended by PL 1999, c. 638, §44, is further amended to read:
7. Deeds pursuant to mergers or consolidations. Deeds made pursuant to mergers or consolidations of business entities, as defined in Title 13-A, section 912 carried out pursuant to Title 13-C, chapter 11, from which no gain or loss is recognized under the Internal Revenue Code;
Sec. D-27. 39-A MRSA §102, sub-§11, ¶A, as amended by PL 2001, c. 710, §18 and affected by §19, is amended by amending subparagraph (4) to read:
(4) Except for persons engaged in harvesting of forest products, any person who, in a written statement to the board, waives all the benefits and privileges provided by the workers' compensation laws, provided that the board has found that person to be a bona fide owner of at least 20% of the outstanding voting stock of the corporation by which that person is employed or a shareholder of the professional corporation by which that person is employed and that this waiver was not a prerequisite condition to employment. For the purposes of this subparagraph, the term "professional corporation" has the same meaning as found means a domestic or foreign professional corporation as defined in Title 13, section 703 723, subsection 1.
Any person may revoke or rescind that person's waiver upon 30 days' written notice to the board and that person's employer. The parent, spouse or child of a person who has made a waiver under the previous sentence may state, in writing, that the parent, spouse or child waives all the benefits and privileges provided by the workers' compensation laws if the board finds that the waiver is not a prerequisite condition to employment and if the parent, spouse or child is employed by the same corporation that employs the person who has made the first waiver;
Sec. D-28. 39-A MRSA §324, sub-§3, ¶C, as enacted by PL 1991, c. 885, Pt. A, §8 and affected by §§9 to 11 and amended by PL 1999, c. 547, Pt. B, §78 and affected by §80, is further amended to read:
C. The employer, if organized as a corporation, is subject to administrative dissolution as provided in Title 13-C, section 1421 or revocation or suspension of its authority to do business in this State as provided in Title 13-A 13-C, section 1302 1532. The employer, if licensed, certified, registered or regulated by any board authorized by Title 5, section 12004-A or whose license may be revoked or suspended by proceedings in the District Court or by the Secretary of State, is subject to revocation or suspension of the license, certification or registration.
Emergency clause. In view of the emergency cited in the preamble, this Act takes effect July 1, 2003.
Effective July 1, 2003.
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