Legislative Session number- 85

Bill Name: SF2575

1E Relating to business organizations

ARTICLE 1 - TECHNICAL AMENDMENTS TO THE
BUSINESS CORPORATIONS ACT

Modifying certain definitions, allowing statutory
provisions modifications in shareholder control agreements and clarifying scope
of shareholder control agreements, clarifying board meeting presence in person,
permitting articles of a domestic corporation of a non publicly held corporation
to confer certain voting powers on directors and requiring shareholder approval,
modifying proxy termination procedure, clarifying special legal counsel
requirements and dissolution methods, allowing directors to authorize and
commence dissolutions

ARTICLE 2 - TECHNICAL AMENDMENTS TO THE LIMITED LIABILITY
COMPANY ACT AND THE UNIFORM LIMITED PARTNERSHIP ACT OF 2001

Clarifying
application to existing relationships, modifying the definition of notice for
limited liability companies, clarifying a member requirement, action without a
meeting notice and liability, board meeting presence in person, committee
membership, special legal counsel requirements and dissolution methods, allowing
governors to authorize and commence dissolutions, modifying proxy termination
procedure

ARTICLE 3 - NONPROFIT LIMITED LIABILITY COMPANIES

Defining and
authorizing the formation of nonprofit limited liability companies and
specifying status as nonprofit limited liability company, limitations on
pecuniary gain and distributions, membership limitations, purposes and conduct
and nonprofit corporation regulation applicability, clarifying domestic limited
liability company conversion, clarifying certificate of authority authorization
for foreign limited liability companies and attorney general authority and
notice
(rt)