An Act To Update the Maine Business Corporation Act II
Maine Legislature, Session 123, LD 1741
Committee Amendment CA_A_S178 (Senate)
Amends: 13-C MRSA §102, 13-C MRSA §842, 13-C MRSA §1430

COMMITTEE AMENDMENT "A " to S.P. 608, L.D. 1741, Bill, "An Act To 
Update the Maine Business Corporation Act" 
II 
Amend the bill in section I in subsection II-A in the last line (page I, line 4 in L.D.) 
by inserting after the following: "matter" the following: " including, but not limited to, 
attorney's fees' 
Amend the bill by striking out all of section 2 (page 1, lines 5 to 8 in L.D.) and 
inserting the following: 
'Sec. 2. 13-C MRSA §102, sub-§30-A is enacted to read: 
30-A. Public corporation. "Public corporation" means a corporation that has a class 
or series of shares listed on a national securities exchange, a class or series of shares that 
is a covered security under the federal Securities Act of 1933, Section 18(b)(1 )(A) or (B), 
as amended, or a class or series of equity securities registered under Section 12 of the 
federal Securities Exchange Act of 1934, as amended.' 
Amend the bill in section 7 in §704 in subsection I-A in the 3rd line (page 3, line 37 
in L.D.) by striking out the following: "consent" and inserting the following: 'consents' 
and in the 4th line (page 3, line 38 in L.D.) by striking out the following: 
"~" and 
inserting the following: 'are' 
Amend the bill in section 7 in §704 in subsection 6 in the 2nd line (page 5, line 12 in 
L.D.) by striking out the following: "may" and inserting the following: 'do' and in the 4th 
line (page 5, line 14 in L.D.) by striking out the following: "may not be construed to" and 
inserting the following: 'does not' 
Amend the bill by striking out all of section 13. 
Amend the bill by striking out all of section 19 (page 9, lines 4 to 17 in L.D.) and 
inserting the following: 
Page \- 123LR2219(02)-1 
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COMMITTEE AMENDMENT ''A- "to S.P. 608, L.D. 1741 
'Sec. 19. 13-C MRSA §842, as enacted by PL 2001, c. 640, Pt. A, §2 and affected 
by Pt. B, §7, is amended to read: 
§842. Functions of officers 
1. Sources. An officer has the authority and shall perform the tIttties functions set 
forth in the bylaws or, to the extent consistent with the bylaws, the tIttties functions 
prescribed by the corporation's board of directors or by direction of an officer authorized 
by the corporation's board of directors to prescribe the tIttties functions of other officers. 
2. President. Unless otherwise provided by the bylaws, the officer designated as 
president has authority to institute or defend legal proceedings whenever the directors or 
shareholders are deadlocked. 
Unless they have reason to believe otherwise, persons 
dealing with a corporation are entitled to assume that the officer designated as president 
has authority to make, on the corporation's behalf, all contracts that are within the 
ordinary course of those businesses in which the corporation is already engaged.' 
Amend the bill in section 28 in §871 in subsection 3-A in the first line (page 13, line 
in L.D.) by striking out the following: "regards" and inserting the following: 'regard' 
Amend the bill in section 30 in §873 in subsection 2-A in paragraph A in the first line 
(page (15, line 28 in L.D.) by striking out the following: "the director does not believe 
would" and inserting the following: 'would not' 
Amend the bill in section 31 in §874 in subsection 7 by striking out all of paragraph 
A (page 17, lines 20 and 21 in L.D.) and inserting the following: 
'A. "Holder" means and "held by" refers to shares held by both a record shareholder, 
as defined in section l301, subsection 7, and a beneficial shareholder, as defined in 
section 1301, subsection 2.' 
Amend the bill in section 41 in subsection 2 in paragraph A in the last line (page 21, 
line 10 in L.D.) by striking out the following: "information;" and inserting the following: 
'information' 
Amend the bill in section 43 in § 1406 in subsection 1 in the 6th line (page 22, line 17 
in L.D.) by inserting after the following: "corporation" the following: 'continues its 
corporate existence but' 
Amend the bill by striking out all of section 44 (page 23, lines 14 to 37 and page 24, 
lines 1 to 14 in L.D.) and inserting the following: 
'Sec. 44. 13-C MRSA §1430, as enacted by PL 2001, c. 640, Pt. A, §2 and 
affected by Pt. B, §7, is amended to read: 
§1430. Grounds for judicial dissolution 
A corporation may be dissolved by ajudicial dissolution in a proceeding by: 
1. Attorney General. The Attorney General if it is established that: 
A. 
The corporation obtained its articles of incorporation through fraud; or 
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B. 
The corporation has continued to exceed or abuse the authority conferred upon it 
by law; 
2. Shareholder. A shareholder if it is established that: 
A. 
The directors are deadlocked in the management of the corporate affairs, the 
shareholders are unable to break the deadlock and, because of the deadlock, 
irreparable injury to the corporation is threatened or being suffered or the business 
and affairs of the corporation can no longer be conducted to the advantage of the 
shareholders generally; 
B. 
The directors or those in control of the corporation have acted, are acting or will 
act in a manner that is illegal, oppressive or fraudulent; 
C. 
The shareholders are so divided respecting regarding the management of the 
business and affairs of the corporation that the corporation is suffering or wi II suffer 
irreparable injury or the business and affairs of the corporation can no longer be 
conducted to the advantage of the shareholders generally; 
D. 
The shareholders are deadlocked in voting power and have failed, for a period 
that includes at least 2 consecutive annual meeting dates, to elect successors to 
directors whose terms have expired; er 
E. 
The corporate assets are being misapplied or wasted; or 
F. A shareholder of the corporation has abandoned its business and has failed within 
a reasonable time to liquidate and distribute its assets and dissolve; 
3. Creditor. A creditor if it is established that: 
A. 
The creditor's claim has been reduced to judgment, the execution on the 
judgment has been returned unsatisfied and the corporation is insolvent; or 
B. 
The corporation has admitted in writing that the creditor's claim is due and 
owing and the corporation is insolvent; or 
4. Corporation. The corporation to have its voluntary dissolution continued under 
court supervision.' 
Amend the bill by striking out all of section 47 (page 24, lines 29 to 38 and page 25, 
lines I to 16 in L.D.) 
Amend the bill by relettering or renumbering any nonconsecutive Part letter or 
section number to read consecutively. 
SUMMARY 
This amendment makes a number of technical corrections to the bill as printed. It 
also puts into one section the various alternatives defining elements of the term "public 
corporation. " 
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