Articles Of Consolidation {MNPCA-10E}

Minimum Fee $25.00 (See §1401) NONPROFIT CORPORATION STATE OF MAINE (Consolidation of Domestic and Foreign Corporations) ARTICLES OF CONSOLIDATION ______________________________________ (A ______________________________ Corporation) AND ______________________________________ (A ______________________________ Corporation) _____________________ Deputy Secretary of State A True Copy When Attested By Signature FORMING ______________________________________ (A ______________________________ Corporation) _____________________ Deputy Secretary of State Pursuant to 13-B MRSA §906, the undersigned domestic and foreign corporations execute and deliver for filing the following Articles of Consolidation: FIRST: The laws of the State(s) of _________________________________, under which the foreign corporation(s) is (are) organized, permit such consolidation and said corporation(s) has (have) complied with the applicable provisions of such laws. The name of the new corporation is _______________________________________________________________ and it is to be governed by the laws of the State of _____________________________________. If such corporation is to be governed by the laws of a State other than Maine, the corporation agrees that it may be served with process in the State of Maine in any proceeding for the enforcement of any obligation of any domestic corporation which is a party to such consolidation. The corporation irrevocably appoints the Secretary of State of Maine as its agent to accept service of process in any such proceedings and the address to which the Secretary of State shall mail a copy of any process in such proceeding is _____________________________________________________ The plan of consolidation is set forth in Exhibit ___ attached hereto and made a part hereof. ("X" one box only) As to the domestic corporation, the plan of consolidation was adopted in the following manner: Name of Corporation _____________________________________________________________________ By the members at a meeting on (date) _________________________, at which a quorum was present and such plan received at least a majority of the votes which members were entitled to cast. If the Articles of Incorporation require more than a majority vote, by the members at a meeting on (date) _________________________, and such plan received at least the percentage of votes of the members required by the Articles of Incorporation. By the written consent of all members entitled to vote _______________________, without resolution of the board of directors. with respect thereto, dated SECOND: THIRD: FOURTH: There being no members, or no members entitled to vote thereon, the plan was adopted by a majority vote of the board of directors in office at a meeting held on _________________________. American LegalNet, Inc. www.FormsWorkFlow.com FIFTH: The address of the registered office in the State of Maine of _______________________________________________ the participating domestic corporation is: _____________________________________________________________ _______________________________________________________________________________________________ (street, city, state and zip code) The address of the registered office of ________________________________________________________________ the participating foreign corporation is:* ______________________________________________________________ _______________________________________________________________________________________________ (street, city, state and zip code) SIXTH: Effective date of the consolidation (if later than date of filing of Articles) is __________________________________ (Not to exceed 60 days from date of filing of the Articles) ___________________________________________________ (name of corporation) DATED _________________________ **By __________________________________________________ MUST BE COMPLETED FOR VOTE OF MEMBERS I certify that I have custody of the minutes showing the above action by the members. ___________________________________________ (name of corporation) (signature) ___________________________________________________ (type or print name and capacity) **By __________________________________________________ (signature) ___________________________________________ (signature of clerk, secretary or asst. secretary) ___________________________________________________ (type or print name and capacity) DATED ________________________ __________________________________________________ (name of corporation) **By __________________________________________________ MUST BE COMPLETED FOR VOTE OF MEMBERS I certify that I have custody of the minutes showing the above action by the members. ___________________________________________ (name of corporation) (signature) ___________________________________________________ (type or print name and capacity) **By __________________________________________________ (signature) ___________________________________________ (signature of clerk, secretary or asst. secretary) __________________________________________________ (type or print name and capacity) NOTE: If a domestic corporation is the result of this consolidation, THIS FORM MUST BE ACCOMPANIED BY FORM MNPCA18 (Acceptance of Appointment as Registered Agent §304.3.). *Give address of registered office in Maine. If the corporation does not have a registered office in Maine, the address given should be the principal or registered office wherever located. **This document MUST be signed by any duly authorized officer. (13-B MRSA §104.1.B) SUBMIT COMPLETED FORMS TO: CORPORATE EXAMINING SECTION, SECRETARY OF STATE, 101 STATE HOUSE STATION, AUGUSTA, ME 04333-0101 TEL. (207) 624-7752 FORM NO. MNPCA-10E Rev. 8/23/2006 American LegalNet, Inc. www.FormsWorkFlow.com Filer Contact Cover Letter To: Department of the Secretary of State Division of Corporations, UCC and Commissions 101 State House Station Augusta, ME 04333-0101 Tel. (207) 624-7752 Name of Entity (s): _______________________________________________________________________ _______________________________________________________________________ List type of filing(s) enclosed (i.e. Articles of Incorporation, Articles of Merger, Articles of Amendment, Certificate of Correction, etc.) Attach additional pages as needed. ________________________________________________________________________ ________________________________________________________________________ Special handling request(s): (ch