Maine Legislature, Session 121, LD 1539
Committee Amendment CA_A_H419 (House)
Amends: 13-C MRSA §872, 13-C MRSA §873, 13-C MRSA §874, 13-C MRSA §955, 13-C MRSA §1402, 13-C MRSA §1503, 13-C MRSA §1701, 31 MRSA §871, 7 MRSA §1015, 9-B MRSA §327, 13 MRSA §337, 13 MRSA §741, 13 MRSA §1978, 13 MRSA §1979, 13 MRSA §1982, 13-B MRSA §202, 13-C MRSA §603, 24-A MRSA §3486, 31 MRSA §282, 31 MRSA §418, 31 MRSA §611, 31 MRSA §746, 32 MRSA §1081, 32 MRSA §12252, 35-A MRSA §2110, 35-A MRSA §3204, 35-A MRSA §4502, 36 MRSA §4641

COMMITTEE AMENDMENT "IF to H.P. 1128, L.D. 1539, Bill, "An 
Act 
To 
Amend 
the 
Laws 
Relating 
to 
Corporations, 
Limited 
Partnerships, 
Limited 
Liability 
Companies, 
Limited 
Liability 
Partnerships and Marks" 
Amend the bill in Part B in section 7 by striking out all of 
the first 3 lines (page 3, lines 44 to 47 in L.D.) and inserting 
in their place the following: 
'Sec. B·7. 13·B MRSA §102, sub·§§5·B, 6·A and 9·A are enacted 
to read: 
5-B. 
Entity. 
"Entity" has the same meaning as set out in' 
Further amend the bill in Part B in section 33 in that part 
designated 
"§121." 
in subsection 10 
by striking out all of 
paragraph A (page 14, lines 33 to 36 in L.D.) and inserting in 
its place the following: 
'A. 
The manner in which the facts will operate upon the 
terms of the plan or filed document must be set forth in the 
plan or filed document. ' 
Further amend the bill in Part B in section 33 in that part 
designated "§121." in subsection 10 in paragraph B in the first 
line (page 14, line 38 in L.D.) by striking out the following: 
"extrinsic" 
Further amend the bill in Part B in section 56 in that 
designated "§601." in subsection 1 in the 4th line (page 24, 
in L.D.) 
by striking out the following: 
"or series" 
inserting in its place the following: 'and series' 
part 
line 
and 
COMMITTEE AMENDMENT 
COMMITTEE AMENDMENT "If, to H.P. 1128, L.D. 1539 
Further amend the bill in Part B by inserting after section 
the following: 
'Sec. B-69. 13-C MRSA §872, sub-§2, 1J1JA and B, as enacted by 
2001, c. 640, Pt. A, §2 and affected by Pt. B, §7, are amended to 
read: 
A. 
~l!.e---G.i:-Feet:eFs.!. 
Directors' 
action 
respecting 
the 
transaction was at any time taken in compliance with section 
873; 
B. 
~l!.e--shaFe:aelQeFs.!. Shareholders' 
action respecting the 
transaction was at any time taken in compliance with section 
874; or 
Sec. B-70. 13-C MRSA §873, sub-§I, as enacted by PL 2001, c. 
640, Pt. A, §2 and affected by Pt. B, §7, is amended to read: 
1. 
Action respectinq transaction. 
A-4i~e€~eFs.!. Directors' 
action respecting a 
transaction is effective for purposes of 
section 
872, 
subsection 
2, 
paragraph 
A if 
the 
transaction 
received the affirmative vote of a majority, but no fewer than 2, 
of 
those qualified directors 
on 
the 
corporation's 
board 
of 
directors or on 
a 
duly empowered 
committee of the board of 
directors who voted on the transaction after either required 
disclosure to them, to the extent the information was not known 
by them, or compliance with subsection 2, except that action by a 
committee is effective under this section only if: 
A. 
All of the committee's members are qualified directors; 
and 
B. 
The committee's members are either all the qualified 
directors on the board or are appointed by the affirmative 
vote of a majority of the qualified directors on the board. 
Sec. B-71. 13-C MRSA §873, sub-§3, as enacted by PL 2001, c. 
640, Pt. A, §2 and affected by Pt. B, §7, is amended to read: 
3. 
Quorum. 
A majority, but no fewer than 2, of all the 
qualified directors on the corporation's board of directors or on 
a committee of the corporation's board of directors, constitutes 
a quorum for purposes of action that complies with this section. 
~l!.e--G.i:-Feet:eFs.!. Directors' 
action that otherwise complies with 
this section is not affected by the presence or vote of 
a 
director who is not a qualified director.' 
Further amend the bill in Part B by inserting after section 
the following: 
COMMITTEE AMENDMENT 
COMMITTEE AMENDMENT .. ff: to H.P. 1128, L.D. 1539 
'Sec. B-70. 13-C MRSA §874, sub-§4, as enacted by PL 2001, c. 
640, Pt. A, §2 and affected by Pt. B, §7, is amended to read: 
4. 
Identification of holdings. 
For purposes of compliance 
with subsection 1, 
a director who has a conflicting interest 
respecting the transaction shall, before the shareholders' vote, 
inform the secretary or other officer or agent of the corporation 
authorized to tabulate votes of the number of all shares and the 
identity of persons holding or controlling the vote of all shares 
that the director knows are beneficially owned or the voting of 
which is controlled by the director or by a related person of the 
director, or both.' 
Further amend the bill in Part B in section 70 by striking 
out all of subsection 5 (page 37, lines 9 to 15 in L.D.) and 
inserting in its place the following: 
'5. 
Transitional rule. 
If any debt security, 
note or 
similar evidence of indebtedness for 
money borrowed, 
whether 
secured or unsecured, or a contract of any kind issued, incurred 
or executed by a domestic business corporation before July 1, 
2003 contains a provision applying to a merger of the corporation 
and the document 
does 
not refer to 
a 
domestication of 
the 
corporation, the provision is deemed to apply to a domestication 
of 
the corporation until 
sQeh--~ime--a~~e~--~ha~--ea~e--as the 
provision is amended.' 
Further amend the bill in Part B by striking out all of 
section 86 and inserting in its place the following: 
'Sec. B-86. 13-C MRSA §955, sub-§2, as enacted by PL 2001, c. 
640, Pt. A, §2 and affected by Pt. B, §7, is amended to read: 
2. 
Conversion to domestic business corporation. 
After the 
conversion of a 
domestic unincorporated entity to a 
domestic 
business corporation has been adopted and approved as required by 
the organic law of the unincorporated entity, articles of entity 
conversion must be executed on behalf of the unincorporated 
entity by an officer or other duly authorized representative of 
the ee~~e~a~ieB unincorporated entity. 
The articles must: 
A. 
Set 
forth 
the 
name 
of 
the 
unincorporated 
entity 
immediately before the filing of the articles of entity 
conversion 
and 
the 
name 
to 
which 
the 
name 
of 
the 
unincorporated entity is t~ be changed, which must be a name 
that satisfies the requirements of section 401; 
B. 
Set forth a statement that the plan of entity conversion 
was duly approved in accordance with the organic law of the 
unincorporated entity; and 
COMMITTEE AMENDMENT 
COMMITTEE AMENDMENT "fi" to H.P. 1128, L.D. 1539 
C. 
Either contain all the provisions that section 202, 
subsection 
requires 
to 
be 
set forth in articles of 
incorporation with any other desired provisions that section 
202, 
subsection 2 permits to be included in articles of 
incorporation or have attached articles of incorporation; 
except that, in either case, provisions that would not be 
required 
under 
chapter 
to 
be 
included 
in 
restated 
articles of incorporation of a domestic business corporation 
may be omitted. 
Sec. B-87. 13-C MRSA §955, sub-§3, as enacted by PL 2001, c. 
640, Pt. A, §2 and affected by Pt. B, §7 and affected by RR 2001, 
c. 2, Pt. A, §23, is amended to read: 
3. 
Conversion by law of foreign jurisdiction. 
After the 
conversion of 
a 
foreign unincorporated entity to 
a 
domestic 
business corporation is authorized as required by the laws of the 
foreign 
jurisdiction, 
articles 
of entity conversion must 
be 
executed on behalf of the foreign unincorporated entity by an 
officer 
or 
other 
duly 
authorized 
representative 
of 
the 
e9~p9~a~i9R unincorporated entity. 
The articles must: 
A. 
Set 
forth 
the 
name 
of 
the 
unincorporated 
entity 
immediately before the filing of the articles of entity 
conversion 
and 
the 
name 
to 
which 
the 
name 
of 
the 
unincorporated entity is to be changed, which must be a name 
that satisfies the requirements of section 401; 
B. 
Set forth the jurisdiction under the laws of which the 
unincorporated entity was organized immediately before the 
filing of the articles of entity conversion and the date on 
which 
the 
unincorporated entity 
was 
organized 
in 
that 
jurisdiction; 
C. 
Set forth 
a 
statement that 
unincorporated entity 
was 
duly 
required by its organic law; and 
the 
conversion 
approved 
in 
the 
of 
the 
manner 
D. 
Either contain all the provisions that section 202, 
subsection 
requires 
to 
be 
set forth 
in articles of 
incorporation with any other desired provisions that section 
202, 
subsection 2 permits to be included in articles of 
incorporation or have attached articles of incorporation; 
except that, in either case, provl.sl.ons that would not be 
required by chapter 10 to be included in restated articles 
of incorporation of a domestic business corporation may be 
omitted .• 
COMMITTEE AMENDMENT 
COMMITTEE AMENDMENT "I(, to H.P. 1128, L.D. 1539 
Further amend the bill in Part B in section 89 in the first 
line (page 44, line 44 in L.D.) by striking out the following: 
"sub-8" and inserting in its place the following: 'sub-§8' 
Further amend the bill in Part B by inserting after section 
the following: 
'Sec. 8-105. 13-C MRSA §1402, sub-§5, as enacted by PL 2001, 
c. 640, Pt. A, §2 and affected by Pt. B, §7, is repealed and the 
following enacted in its place: 
5. 
AdQption 
of 
dissolution 
by 
majority. 
Unless 
the 
corporation's articles of 
incorporation or 
the corporation's 
board of directors acting pursuant to subsection 3 requires a 
greater vote, approval of the proposal to dissolve requires the 
approval of the shareholders by a majority of all the votes 
entitled to be cast on the proposal by that voting group and, if 
any class or series is entitled to vote as a separate voting 
group on the proposal, the approval of each separate voting group 
by a 
majority of all the votes entitled to be cast on the 
proposal by that voting group. 
The corporation's articles of 
incorporation may provide that a proposal to dissolve may be 
approved by a lesser vote of each voting group entitled to vote 
on the proposal, but in no case by 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 proposal by 
each voting group entitled to vote on the proposal.' 
Further amend the bill in Part B by inserting after section 
the following: 
'Sec. 8-114. 13-C MRSA §1503, sub-§I, ~, as enacted by PL 
2001, c. 640, Pt. A, §2 and affected by Pt. B, §7, is amended to 
read: 
E. 
The address of its registered office in this State and 
the name of its registered agent at that office, including 
the street address and a mailing address, if different. 
For 
the address, a post office box alone is not sufficient to 
meet the requirements of this paragraph: and' 
Further amend the bill in Part B by inserting after section 
the following: 
'Sec. 8-129. 13-C MRSA §1701, sub-§I, as enacted by PL 2001, 
c. 640, Pt. A, §2 and affected by Pt. B, §7, is amended to read: 
COMMITTEE AMENDMENT 
COMMITTEE AMENDMENT "f1 .. to H.P. 1128, L.D. 1539 
1. 
Application. 
Except as provided in subsection 2, this 
Act applies to all domestic corporations in existence on the 
effective date of this Act that were incorporated under 
any 
general statute of this State providing for incorporation of 
corporations for profit or with shares or under any act providing 
for the creation of special classes of corporations and any 
corporation created by special act of the Legislature, if power 
to 
amend or repeal the law under which the corporation was 
incorporated was 
reserved. 
Nothing contained in this Act is 
intended to alter or 
codify 
the business 
judgment 
rule 
as 
developed by the courts of this State or to limit its further 
development. ' 
Further amend the bill in Part C in section 11 in the 2nd 
line (page 74, line 18 in L.D.) by striking out the following: 
"further" 
Further amend the bill in Part C by striking out all of 
section 48 (page 92, lines 11 and 12 in L.D.) and inserting in 
its place the following: 
'Sec. C-48. 31 MRSA §871, sub-§21, as enacted by PL 1997, c. 
376, §72, is repealed.' 
Further amend the bill by inserting after Part C and before 
the emergency clause the following: 
'PARTD 
Sec. D-l. 7 MRSA §1015, first" as amended by PL 1971, c. 622, 
§2l, is further amended to read: 
The 
applicant 
shall 
file 
an 
application 
on 
forms 
as 
prescribed and furnished by the commissionerL 
which 
Eeli'mS-6Ra~~ 
~ 
contain the full name of the person applying for Sliea .the. 
licenser andL if the applicant Be i§ a corporation, partnership, 
association, 
exchanger 
or 
legal 
representative 
eli'L 
officer, 
director, 
partner 
or 
member 
~Reli'eeE 
of 
a 
corporation. 
partnership. 
association 
or 
exchange, 
all 
such 
names 
and 
positions a~e-~~~-s~a~ea-~~~-a~~±iea~i9R. If the applicant 
is a foreign corporation, it shall certify that it is li'e~is~e~ea 
Wi~R-~-he---Se€-£'-e-t-a,rj"--9£ authorized to transact business in the 
State under former Title l3-A, chapter 12 or Title 13-C, chapter 
~, and further state the principal business address of the 
applicant in the State 9£-Maiae or elsewhere, the address of all 
places of business in the State 9E-Maiae, 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 9£-Maiae. 
COMMITTEE AMENDMENT 
COMMITTEE AMENDMENT ,,~, to H.P. 1128, L.D. 1539 
All questions required to be answered in the application for 
licenses sRall ffi!!ll be sworn to, 
and intentionally untruthful 
answers sRall constitute the crime of perjury. 
Sec. D·2. 9·B MRSA §314.A, sub·§l, ,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 
l~-A li=..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 la-AT 
eRapte£--4 13-C, 
chapter 1, 
subchapter 2. 
The filing of the 
articles of incorporation by the Secretary of State sRall 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 sRall must be pursuant to Title l~-A 13-C. 
Sec. D-S. 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. 
COMMITTEE AMENDMENT 
COMMITTEE AMENDMENT "d: to H.P. 1128, L.D. 1539 
(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, 
sha~~ ~ 
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 sQeh 
~ list 
of 
officers 
and 
directors 
to 
the 
superintendent within saie ~ 
daysL which 
sha~~ 
IDY£t 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 Ti tIe 
l~-AT 
see~i9R-~Q4 ~. 
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 l~-A ll=C, section 964-~-~~-+6Q ~, 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-§I, 'A-l is enacted to read: 
A-I. 
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: 
COMMITTEE AMENDMENT 
COMMITTEE AMENDMENT ,,~, to H.P. 1128, L.D. 1539 
2. 
Payment. 
Each 
member 
of 
an 
employee 
cooperative 
corporation SHall ~ 
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. Ti tIe 
16-Ar--&e<l-t-i~-eger 
13-C, section 621 does not apply to membership shares. 
4. 
Votinq 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 16-A 
13-C, sections 8ge 1QQl and 899 lQUi. 
Sec. D-9. 13 MRSA §1979, as enacted by PL 1983, c. 136, is 
amended to read: 
§1979. Amendment of bylaws 
The bylaws of an employee cooperative may only be amended by 
members, except as provided in Title l~-A~, section 996 ZQI. 
Sec. D-I0. 13 MRSA §1982, sub-§4, as enacted by PL 1983, c. 
136, is amended to read: 
4. 
Exceptions. Title l~-A 13-C, section 999 r ~ 
does not 
apply to an internal capital account cooperative. 
Sec. D-ll. 13-B MRSA §202, sub-§I, "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 1~-Ar-see~ieR-491 ~; 
L. 
To lend money, invest its funds from time to timer and 
take and hold any property.L 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 1~-Ar-see~ieR-4g1 ~; 
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 
COMMITTEE AMENDMENT 
COMMITTEE AMENDMENT "If. to H.P. 1128, L.D. 1539 
is subject to the limitations of subsection 3 and to section 9T4G 
Q.5.l. 
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 ~he~e9f 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. 
SQah The notice and demand shall ~ 
be 
filed with 
the 
company 
whieh ~ 
adopted 
the 
plan 
by 
personally delivering it, or by mailing it via certified or 
registered mail, to sQeh .th.e. company at its registered office 
within this State or to its principal place of business 9~-t9-the 
aaa~ess-~¥~~~-tae-~e€£e~a£y-~--Sta&&-PQE6QaBt-~~-~~~-16-AT 
seetieB--9{).6..,---S-\l"e€~-:i9B--4r--par~-apb--S 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 
.llQ. 
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 la-AT-~~~~~r-sQsseetieBs-~7--~~-~~-aBQ-~~-~~~-se 
applieasle 13-C. chapter 13, subchapter 3 applies, except that: 
A. 
The term "the corporation" as used theEe-:ifi--6ha-1-1--se in 
that subchapter is deemed to refer to the company whieh ~ 
adopted a plan pursuant to subsection 2; 
ST--~Be-~~~~-~-~it~e-~6-AT-~~~~,--&~&&&~~&-9T 
pa~a~~aph-~-~-~~~~-9fi-~~-a-~~-was-~akeB-~-the 
p~9p9sea-~~~~-aet~B--s~~-~-QeemeQ-~~-EefeE-~~-~he 
aate-9R-whieh-a-plaR-was-aa9p~ea-PQ~sQaRt-te-sQBsee~i9R-df 
C. 
The references in Title la-A, 
seeti9B-999T-6QBSee~i9B-ll 
~e---a---saal'ea9lQel'!.s--.!'-ebj-e€-t~-e&!-'--...;;md.--!!QemafiQ!!---and---~he 
~efe~eRee-~~-~it~-~~-A7--&&&~~-~Q~T-~-~-16 ~ 
chapter 13. 
subchapter 
to 
a 
shareholder's "demand for 
payment under section 1327" shall-se II deemed to refer to a 
shareholder's notice and demand filed pursuant to subsection 
6; 
COMMITTEE AMENDMENT 
C~ITTEE AMENDMENT .. /J. to H.P. 1128. L.D. 1539 
QT--~£e-~~~~-~-~i&le-l~-AT-~~~~~r-&~&~&~&-9 
&e-2~~-Qa&e-~-wa~a-£~€£-~~Fat~-ae~ieB-~-e~~ee&eQ~ 
shall-ee-QeemeQ-~e-~~~-~~~~~~~~~~~~~-&he-plaR 
eF-a-SYffiffiaFy-&heFee~-as-pFeviQeQ-iR-S~esee&ieR-4f 
E. 
The reference in Title 
l~-A ~, section 9G9 
1331, 
subsection 9r-paFa~Faph-A 1 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 sha,l.J.--ee II deemed, where the parent corporation 
whieh ~ 
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; 
~T--~£e-~~~~-~-~i&le-,l~-AT-~~~~r-&~&&eG&~&-9T 
paFa~Faph-~-te-~~~~-£e€~ieB~--&ha~~-~~-~~-iRel~Qe 
&his-see&ieRf-aRQ 
~T--~£e-~~~~-~-~i&le-l~-AT-~~~~~r-&a&&eG&~&-9 
&e-~s~esee&ieR-8~-shall-ee-QeemeQ-&e-Fe~eF-&e-s~esee&ieR-9T 
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 sections 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·§II, 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 l~-A, See&ieR 
9G9T--s-ub&eGt-.i-on--9r--par~-aph--i: 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 l~-A, 
see&iea-9G9 13-C, chapter 113, subchapter 3 and of this section, 
then the shareholder shall receive the consideration whieh that 
was specified as payment in exchange for his the shareholder's 
shares pursuant to the plan. Such payment shall may not include 
Page ll-LR1942(2) 
COMMITTEE AMENDMENT 
COMMITTEE AMENDMENT" 
.. to H.P. 1128, L.D. 1539 
the allowance for interest specified in Title l~-A 13-C, section 
~, subsection 9T-pa~a~~aph-G ~. 
14. 
The provisions of Title 
l~-Ar--seOC-i~-5-J..5-r-£e~a£EliB~ 
QBelaimee-eivieeBe6-a~4-~~-~1&t~~-~~~-&ha~~~~&-shall 
33, 
chapter 
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 
SQB}ee~-~9-~he reguired 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 
BQsiBe66--e-:a~i~y limited partnership may 
convert to another type of business entity by complying with the 
requirements of section 419 and Title 
16-AT-~i<Hl--91a ~ 
chapter 9, subchapter 4. 
Sec. D-19. 31 MRSA §611, first 1r, 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. 
COMMITTEE AMENDMENT 
COMMITTEE AMENDMENT "If.. to H.P. 1128, L.D. 1539 
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 BasiBess-eR~i~y limited liability company 
may convert to another type of business entity by complying with 
the requirements of section 747 and Title 16-AT-see~ieB-g16 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 a6-peEmi~~eQ-BY pursuant to Title 13, chapter 66 
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. 
We~wi~Rs~aREl.iR'3-!l'-i~.J-e--l-3-,-~i-Gn--1-]"Q.-aREI. 
~i~le-~~7-~-~~],.],.r-~Re 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 
COMMITTEE AMENDMENT 
COMMITTEE AMENDMENT ,,~, to H.P. 1128, L.D. 1539 
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 
indi viduals 
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. 
T.be 
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 la-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 
la-A ~, sestiEuls-..fi.l-4ot--§.],.1-r -.e-24--and--16Q 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 seeS-Ret; 
eeRst;it;Qt;e-a-~~~-~~~~~-SQBst;aRt;ially-a~~-~-~~~~-&~-a 
eeFFeFat;ieR-wi~aiR-~~~&~-e~-~4~~e-~~~~-lg 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-§l, 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 la-A ll.::!:. 
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 la-A 13-C, except as 
they are inconsistent with this chapter. 
Page l4-LR1942(2) 
COMMITTEE AMENDMENT 
COMMITTEE AMENDMENT ,~ to H.P. 1128, L.D. 1539 
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 
e:E--bus-~--eR-t..,i-t...,i-e-&,--a6 
Qe:EiBeQ-..,i~-~~~~-~~r-&eG&~&-91a carried out pursuant to Title 
l3-C, chapter 11, from which no gain or loss is recognized under 
the Internal Revenue Code; 
Sec. D·27. 39·A MRSA §102, sub.§ll, 1rA, 
c. 
710, 
§18 
and 
affected 
by 
§19, 
is 
subparagraph (4) to read: 
as amended by PL 2001, 
amended 
by 
amending 
(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"-b 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" 
Ra6--t,:ae.--s-ame--.fIlean.i-n{j--a~--:Ee\:lBQ means 
a 
domestic or foreign professional corporation as defined 
in Title 13, section +Q6 lllT-6\:lB6ee~ieB-l. 
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 
p'rivi1eges 
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, 1rC, as enacted by PL 1991, 
c. 885, Pte 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 l3-C, 
section 1421 or revocation e~-6\:l6peB6ieB of its authority to 
do business in this State as provided in Title 
l~-A 13-C, 
Page l5-LR1942(2) 
COMMITTEE AMENDMENT 
COMMITTEE AMENDMENT ,,~ to H.P. 1128, L.D. 1539 
section 
~~g6 ~. The employer, if licensed, certified, 
registered or regulated by any board authorized by Title 5, 
section l2004-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.' 
Further amend the 
nonconsecutive 
Part 
bill by relettering 
letter 
or 
section 
or renumbering any 
number 
to 
read 
consecutively. 
SUMMARY 
This amendment makes technical corrections to the bill. 
It 
also clarifies the application of the new Maine Revised Statutes, 
Title l3-C, 
the revised Maine 
Business Corporation Act, 
and 
clarifies that neither Title l3-C or its predecessor, Title l3-A, 
is intended to restate, codify or supplant the business judgment 
rule. 
The 
elements 
of 
the business 
judgment 
rule 
and 
the 
circumstances for its application are developed by the courts. 
It also 
adds 
a 
new 
Part 
D to 
the bill 
and 
corrects 
cross-references and makes 
conforming changes necessitated by 
enactment of Public Law 2001, chapter 640, which repealed the 
Maine Revised Statutes, Title l3-A and replaced it with Title 
l3-C, the "Maine Business Corporation Act" and repealed Title 13, 
chapter 22 
and replaced it with Title 13, 
chapter 22-A, 
the 
"Maine Professional Service Corporation Act." 
Page l6-LR1942(2) 
COMMITTEE AMENDMENT