13 M.R.S. § 1749 — ME Code / Title 13 / Part 2 / Chapter 85 / Section 1749
13 §1749. Membership
Status: in_force

1. Capital stock. A cooperative affordable housing corporation must be organized on a membership basis with capital stock. [PL 1993, c. 300, §1 (NEW).]

2. Requirements. A cooperative affordable housing corporation must have one class of stock and one class of members. The designation, qualifications, requirements, method of acceptance and incidents of membership must be set forth in the articles of incorporation or the bylaws. [PL 1993, c. 300, §1 (NEW).]

3. Transfers. A member may not transfer membership except as permitted in the articles of incorporation or the bylaws. [PL 1993, c. 300, §1 (NEW).]

4. Termination. The articles of incorporation or the bylaws may provide for termination of membership and the conditions and terms of termination. [PL 1993, c. 300, §1 (NEW).]
13-C M.R.S. § 1110 — ME Code / Title 13-C / Chapter 11 / Section 1110
13-C §1110. Right of shareholders to receive payment for shares following control transaction
Status: in_force

1. Shareholders entitled to rights; exceptions. A holder of the voting shares of a corporation that becomes the subject of a control transaction described in subsection 2 is entitled to the rights and remedies provided in this section, unless the articles of incorporation provide that this section is not applicable to the corporation. [PL 2001, c. 640, Pt. A, §2 (NEW); PL 2001, c. 640, Pt. B, §7 (AFF).]

2. Definitions. As used in this section, unless the context otherwise indicates, the following terms have the following meanings. A. "Controlling person" means: (1) A person who has, or a group of persons acting in concert that has, voting power over voting shares of the corporation that entitle the holders of those shares to cast at least 25% of the votes that all shareholders are entitled to cast in an election of the directors of the corporation; or (2) A person who has, or a group of persons acting in concert that has, voting power over at least 25% of the shares in any class of shares entitled to elect all the directors, or any specified number of them. Notwithstanding this paragraph, a person or group of persons that would otherwise be a controlling person within the meaning of this subsection is not considered a controlling person unless, subsequent to the effective date of this section, that person or group increases the percentage of outstanding voting shares of the corporation over which that person or group has voting power to a percentage in excess of the percentage of outstanding voting shares of the corporation over which that person or group had voting power on the effective date of this section, and to at least the amount specified in this paragraph. For the purposes of this section, a person is not a controlling person if that person holds voting power, in good faith and not for the purpose of circumventing this section, as an agent, bank, broker, nominee or trustee for one or more beneficial owners who do not individually or, if they are a group acting in concert, as a group have the voting power specified in this paragraph or who are not considered a controlling person under this paragraph. A person has voting power over a voting share if that person has or shares, directly or indirectly, through any option, contract, arrangement, understanding, voting trust, conversion right or relationship, or by acting jointly or in concert or otherwise, the power to vote, or to direct the voting of, that voting share. A person engaged in business as an underwriter or group consisting of persons engaged in business as underwriters is not a controlling person under this paragraph if that person or group holds voting power specified in this paragraph, in good faith and not for the purpose of circumventing this section, over shares of the corporation acquired through participation in good faith in a firm commitment underwriting of an offering of shares registered under the United States Securities Act of 1933. [PL 2001, c. 640, Pt. A, §2 (NEW); PL 2001, c. 640, Pt. B, §7 (AFF).] B. "Control transaction" means the acquisition by a person or group of the status of a controlling person. [PL 2001, c. 640, Pt. A, §2 (NEW); PL 2001, c. 640, Pt. B, §7 (AFF).] C. "Control transaction date" means the date on which a controlling person becomes a controlling person. [PL 2001, c. 640, Pt. A, §2 (NEW); PL 2001, c. 640, Pt. B, §7 (AFF).] D. "Demanding shareholder" means a shareholder who has made a demand for payment pursuant to subsection 4 . [PL 2001, c. 640, Pt. A, §2 (NEW); PL 2001, c. 640, Pt. B, §7 (AFF).] [PL 2001, c. 640, Pt. A, §2 (NEW); PL 2001, c. 640, Pt. B, §7 (AFF).]

3. Notice of control transaction to be given to shareholders. Within 15 days of the control transaction date, notice that a control transaction has occurred must be given by the controlling person to each shareholder of the corporation holding voting shares. If the controlling person so requests, the corporation shall, at the option of the corporation and at the expense of the controlling person, either furnish a list of all shareholders holding voting shares to the person or group or mail the notice to those shareholders. A copy of this section of law must be included in, or enclosed with, the notice. Any list provided by the corporation to a controlling person pursuant to this subsection may be used only for the purpose of giving the notice required by this subsection. [PL 2001, c. 640, Pt. A, §2 (NEW); PL 2001, c. 640, Pt. B, §7 (AFF).]

4. Shareholder demand for payment. After the control transaction date, any holder of voting shares of the corporation, prior to or within 30 days after the notice required by subsection 3 is given, which time period must be specified in the notice, may make written demand on the controlling person for payment of the amount provided in subsection 5 with respect to the voting shares of the corporation held by the shareholder, and the controlling person shall pay that amount to the shareholder. The demand of the shareholder must state the number and class or series, if any, of the shares owned by the shareholder with respect to which the demand is made. [PL 2001, c. 640, Pt. A, §2 (NEW); PL 2001, c. 640, Pt. B, §7 (AFF).]

5. Shareholder entitled to receive payment for shares. A shareholder making written demand under subsection 4 is entitled to receive cash for each of the shareholder's shares in an amount equal to the fair value of each voting share as of the day prior to the control transaction date, taking into account all relevant factors, including an increment representing a proportion of any value payable for acquisition of control of the corporation. [PL 2001, c. 640, Pt. A, §2 (NEW); PL 2001, c. 640, Pt. B, §7 (AFF).]

6. Submission of certificates; notation. At the time the shareholder files demand for payment for shares pursuant to subsection 4 , or within 20 days after filing the demand, each shareholder demanding payment with respect to certificated shares shall submit the certificate or certificates representing the shareholder's shares to the corporation or the corporation's transfer agent for notation on the certificate that the demand has been made; the certificates must be returned promptly after entry of the notation. A shareholder's failure to submit the certificates terminates, at the option of the controlling person, the shareholder's rights under this section, unless a court of competent jurisdiction, for good and sufficient cause shown, otherwise directs. If shares represented by a certificate on which notation has been so made are transferred, each new certificate issued for those shares must bear a similar notation, together with the name of the original holder of the shares who made the written demand, and a transferee of the shares does not acquire by the transfer any rights in the corporation other than those that the original demanding shareholder had after making demand for payment of the fair value of the shares. Following a demand for payment with respect to shares without certificates, a notation that a demand for payment pursuant to subsection 4 , together with the name of the original holder of the shares who made the written demand, must be included in the information statement required by section 627, subsection 2 . A transferee of shares without certificates as to which a notation is included in the information statement required by section 627, subsection 2 does not acquire by the transfer any rights in the corporation other than those that the original demanding shareholder had after making demand for payment of the fair value of the shares. [PL 2001, c. 640, Pt. A, §2 (NEW); PL 2001, c. 640, Pt. B, §7 (AFF).]

7. Written offer; balance sheet. Within 10 days after the expiration of the period provided in subsection 4 for making demand, the controlling person shall make a written offer to each demanding shareholder to pay for those shares at a specified price determined by the controlling person to be the fair value of those shares. The offer must be made at the same price per share to all demanding shareholders of the same class. The notice and offer must be accompanied by a balance sheet of the corporation as of the latest available date and not more than 12 months prior to the making of the offer and a profit and loss statement of the corporation for the 12-month period ending on the date of the balance sheet. [PL 2001, c. 640, Pt. A, §2 (NEW); PL 2001, c. 640, Pt. B, §7 (AFF).]

8. Agreement on fair value; payment. If, within 30 days after the expiration of the period provided in subsection 4 for making demand, the fair value of the shares is agreed upon between any demanding shareholder and the controlling person, payment for those shares must be made within 90 days after the date on which the written offer required by subsection 7 is made, upon surrender of the certificate or certificates representing those shares, if certificated. Upon payment of the agreed value, the demanding shareholder ceases to have any interest in the shares. [PL 2001, c. 640, Pt. A, §2 (NEW); PL 2001, c. 640, Pt. B, §7 (AFF).]

9. Failure to reach agreement on fair value of shares. If, within the additional 30-day period prescribed by subsection 8 , one or more demanding shareholders and the controlling person have failed to agree as to the fair value of shares: A. The controlling person may, or shall, if the controlling person receives a demand as provided in subparagraph (1), bring an action in the Superior Court in the county in this State where the registered office of the corporation is located asking that the fair value of those shares be found and determined. This action: (1) Must be brought by the controlling person, if the controlling person receives a written demand for suit from any demanding shareholder, which demand is made within 60 days after the date on which the written offer required by subsection 7 was made. The controlling person shall bring the action within 30 days after receipt of the written demand; or (2) In the absence of a demand for suit, may be brought by the controlling person at that controlling person's election at any time from the expiration of the additional 30-day period prescribed by subsection 8 until the expiration of 60 days after the date on which the written offer required by subsection 7 was made; [PL 2001, c. 640, Pt. A, §2 (NEW); PL 2001, c. 640, Pt. B, §7 (AFF).] B. If the controlling person fails to institute the action within the period specified in paragraph A , a demanding shareholder may bring the action in the name of the controlling person; [PL 2001, c. 640, Pt. A, §2 (NEW); PL 2001, c. 640, Pt. B, §7 (AFF).] C. An action may not be brought, either by the controlling person or by a demanding shareholder, more than 6 months after the date on which the written offer required by subsection 7 was made; [PL 2001, c. 640, Pt. A, §2 (NEW); PL 2001, c. 640, Pt. B, §7 (AFF).] D. In any action, whether initiated by the controlling person or by a demanding shareholder, all demanding shareholders, wherever residing, except those who have agreed with the controlling person upon the price to pay for their shares, must be made parties to the proceeding as an action against their shares quasi in rem. A copy of the complaint must be served on each demanding shareholder who is a resident of this State as in other civil actions and must be served by registered or certified mail or by personal service outside the State on each demanding shareholder who is a nonresident. The jurisdiction of the court is plenary and exclusive; [PL 2001, c. 640, Pt. A, §2 (NEW); PL 2001, c. 640, Pt. B, §7 (AFF).] E. For each demanding shareholder for whom the controlling person has brought an action for the determination of the value of the shares, the court shall determine whether that demanding shareholder has satisfied the requirements of this section and is entitled to receive payment for the demanding shareholder's shares; the burden is on that shareholder to prove that the shareholder is entitled to receive payment. The court shall then proceed to fix the fair value of the shares. The court may appoint one or more persons as appraisers to receive evidence and recommend a decision on the question of fair value. The appraisers have the power and authority specified in the order of their appointment or an amendment to the order of appointment; [PL 2001, c. 640, Pt. A, §2 (NEW); PL 2001, c. 640, Pt. B, §7 (AFF).] F. All shareholders who are parties to the proceedings are entitled to judgment against the controlling person for the amount of the fair value of their shares, except for any shareholder whom the court has determined is not entitled to receive payment for the shareholder's shares. The judgment may be payable only upon and concurrently with the surrender to the controlling person of the certificate or certificates representing those shares, if certificated. Upon payment of the judgment, the demanding shareholder ceases to have any interest in those shares; [PL 2001, c. 640, Pt. A, §2 (NEW); PL 2001, c. 640, Pt. B, §7 (AFF).] G. The judgment must include an allowance for interest at a rate the court finds fair and equitable in all the circumstances, from the control transaction date to the date of payment. If the court finds that the refusal of any shareholder to accept the controlling person's offer of payment for that shareholder's shares was arbitrary, vexatious or not in good faith, the court may in its discretion refuse to allow interest to that shareholder; [PL 2001, c. 640, Pt. A, §2 (NEW); PL 2001, c. 640, Pt. B, §7 (AFF).] H. The costs and expenses of a proceeding must be determined by the court and assessed against the controlling person, but all or part of those costs and expenses may be apportioned and assessed as the court determines equitable against any or all of the demanding shareholders who are parties to the proceeding to whom the controlling person has made an offer to pay for the shares if the court finds that the action of those shareholders in failing to accept that offer was arbitrary, vexatious or not in good faith. Those expenses must include reasonable compensation for and reasonable expenses of the appraisers, but exclude the fees and expenses of counsel for any party and must exclude the fees and expenses of experts employed by any party, unless the court otherwise orders for good cause. The court shall award each shareholder who is a party to the proceeding reasonable compensation for any expert employed by the shareholder in the proceeding and the shareholder's reasonable attorney's fees and expenses, if: (1) No offer was made; or (2) The fair value of the shares as determined materially exceeds the amount that the controlling person offered to pay for the shares; and [PL 2001, c. 640, Pt. A, §2 (NEW); PL 2001, c. 640, Pt. B, §7 (AFF).] I. At all times during the pendency of any proceeding, the court may make any order that is necessary to protect the corporation, the controlling person or the demanding shareholders, or that is otherwise just and equitable. Those orders may include, without limitation, orders: (1) Requiring the controlling person to pay the court, or post security for, the amount of the judgment or its estimated amount, either before final judgment or pending appeal; (2) Requiring the deposit with the court of certificates representing certificated shares held by the demanding shareholders; (3) Imposing a lien on the property of the controlling person to secure the payment of the judgment, which lien may be given priority over liens and incumbrances contracted by the controlling person after the control transaction date; and (4) Staying the action pending the determination of any similar action pending in another court having jurisdiction. [PL 2001, c. 640, Pt. A, §2 (NEW); PL 2001, c. 640, Pt. B, §7 (AFF).] [PL 2001, c. 640, Pt. A, §2 (NEW); PL 2001, c. 640, Pt. B, §7 (AFF).]

10. Holding and disposal of shares acquired by payment. Shares acquired by a controlling person pursuant to payment of the agreed value for the shares or to payment of the judgment entered, as provided in this section, may be held and disposed of as authorized and issued shares. [PL 2001, c. 640, Pt. A, §2 (NEW); PL 2001, c. 640, Pt. B, §7 (AFF).]

11. Minors. In the case of a shareholder who is a minor or otherwise legally incapacitated, the demand required by subsection 4 may be made either by the shareholder, notwithstanding the shareholder's legal incapacity, by the shareholder's guardian or by any person acting for the shareholder as next friend. The shareholder is bound by the time limitations set forth in this section, notwithstanding the shareholder's legal incapacity. [PL 2001, c. 640, Pt. A, §2 (NEW); PL 2001, c. 640, Pt. B, §7 (AFF).]

12. Appeals. Appeals from judgments in actions brought under this section are permitted as in other civil actions in which equitable relief is sought. [PL 2001, c. 640, Pt. A, §2 (NEW); PL 2001, c. 640, Pt. B, §7 (AFF).]

13. Compliance; shareholder rights. If a person or group of persons proposing to engage in a control transaction complies with the requirements of this section in connection with the control transaction, the effectiveness of the rights afforded in this section to shareholders may be conditioned upon the consummation of the control transaction. The person or group of persons shall give prompt written notice of the satisfaction of any condition under this subsection to each shareholder who has made demand as provided in this section. [PL 2001, c. 640, Pt. A, §2 (NEW); PL 2001, c. 640, Pt. B, §7 (AFF).]

14. Application. This section does not apply to: A. Any corporation that is the subject of a control transaction and that does not have a class of voting shares: (1) Registered or traded on a national securities exchange; or (2) Registered with the Securities and Exchange Commission pursuant to the Act of Congress known as the Securities Exchange Act of 1934, as that Act has been or may be amended; [PL 2001, c. 640, Pt. A, §2 (NEW); PL 2001, c. 640, Pt. B, §7 (AFF).] B. A person or group that inadvertently becomes a controlling person if that controlling person divests itself of a sufficient amount of its voting shares so that it is no longer a controlling person, as soon as practicable, but in no event more than 30 days after that person or group receives notice from the corporation that it has become a controlling person, or to any corporation that is the subject of a control transaction and that on the effective date of this section was a subsidiary of any other corporation. For purposes of this paragraph, "subsidiary" means any corporation as to which any other corporation has acquired or has the right to acquire, directly or indirectly, through the exercise of warrants, options and rights and the conversion of all convertible securities, whether issued or granted by the subsidiary or otherwise, voting power over voting shares of the subsidiary that would entitle the holders of those shares to cast in excess of 50% of the votes that all shareholders are entitled to cast in the election of directors of that subsidiary; except that a subsidiary does not cease to be a subsidiary as long as the corporation remains a controlling person within the meaning of subsection 2 ; [PL 2001, c. 640, Pt. A, §2 (NEW); PL 2001, c. 640, Pt. B, §7 (AFF).] C. Any person or group that becomes a controlling person solely as a result of the corporation's purchase or redemption of its own voting shares; or [PL 2001, c. 640, Pt. A, §2 (NEW); PL 2001, c. 640, Pt. B, §7 (AFF).] D. Any corporation incorporated prior to the effective date of this section that was not subject to former Title 13‑A, section 910 as it existed immediately prior to the effective date of this section because that corporation had adopted the provision in its bylaws described in former section 910, subsection 1, paragraph A or had adopted the provision in its articles of incorporation described in former section 910, subsection 1, paragraph B, if in either case that provision is not subsequently rescinded by an amendment to the articles of incorporation. [PL 2001, c. 640, Pt. A, §2 (NEW); PL 2001, c. 640, Pt. B, §7 (AFF).] [PL 2001, c. 640, Pt. A, §2 (NEW); PL 2001, c. 640, Pt. B, §7 (AFF).]
13-C M.R.S. § 1327 — ME Code / Title 13-C / Chapter 13 / Section 1327
13-C §1327. Procedure if shareholder dissatisfied with payment or offer
Status: in_force

1. Notification; demand. A shareholder paid pursuant to section 1325 who is dissatisfied with the amount of the payment shall notify the corporation in writing of that shareholder's estimate of the fair value of the shares and demand payment of that estimate plus interest less any payment under section 1325 . A shareholder offered payment under section 1326 who is dissatisfied with that offer must reject the offer and demand payment of the shareholder's stated estimate of the fair value of the shares plus interest. [PL 2001, c. 640, Pt. A, §2 (NEW); PL 2001, c. 640, Pt. B, §7 (AFF).]

2. Failure to notify corporation in writing. A shareholder who fails to notify a corporation in writing of that shareholder's demand to be paid the shareholder's stated estimate of the fair value plus interest under subsection 1 within 30 days after receiving the corporation's payment or offer of payment under section 1325 or 1326 waives the right to demand payment under this section and is entitled only to the payment made or offered pursuant to those sections. [PL 2001, c. 640, Pt. A, §2 (NEW); PL 2001, c. 640, Pt. B, §7 (AFF).]
13-C M.R.S. § 1410 — ME Code / Title 13-C / Chapter 14 / Section 1410
13-C §1410. Duties of directors
Status: in_force

1. Duties. Directors of a dissolved corporation shall cause the corporation to discharge or make reasonable provision for the payment of claims and make distributions of assets to shareholders after payment of or provision for claims. [PL 2001, c. 640, Pt. A, §2 (NEW); PL 2001, c. 640, Pt. B, §7 (AFF).]

2. Liability of directors. Directors of a dissolved corporation that has disposed of claims under section 1407 , 1408 or 1409 are not liable for breach of section 1410, subsection 1 with respect to claims against the dissolved corporation that are barred or satisfied under sections 1407 , 1408 or 1409 . [PL 2001, c. 640, Pt. A, §2 (NEW); PL 2001, c. 640, Pt. B, §7 (AFF).]
13-C M.R.S. § 1002 — ME Code / Title 13-C / Chapter 10 / Section 1002
13-C §1002. Amendment before issuance of shares
Status: in_force

If a corporation has not yet issued shares, its board of directors or if it has no board of directors, its incorporators, may adopt one or more amendments to the corporation's articles of incorporation. [PL 2001, c. 640, Pt. A, §2 (NEW); PL 2001, c. 640, Pt. B, §7 (AFF).]
13 M.R.S. § 985 — ME Code / Title 13 / Part 2 / Chapter 81 / Section 985
13 §985. Injunctions
Status: in_force

Whenever there shall be an actual or threatened violation of any of the provisions of sections 983 and 984 , the Supreme Judicial Court and the Superior Court shall have jurisdiction to issue an injunction, upon notice to the defendant of not less than 5 days, restraining such actual or threatened violation. If it shall appear to the court that the defendant is in fact using the name of a benevolent, humane, fraternal or charitable corporation or organization, incorporated or organized as provided, or a name so nearly resembling it as to be calculated to deceive the public, or is wearing or exhibiting the badge, insignia or emblem of such corporation or organization without authority thereof and in violation of sections 983 and 984 , an injunction may be issued, enjoining or restraining such actual or threatened violation, without requiring proof that any person has in fact been misled or deceived thereby.
13-B M.R.S. § 1213 — ME Code / Title 13-B / Chapter 12 / Section 1213
13-B §1213. Service of process on foreign corporation not authorized to carry on activities in State
Status: in_force

1. Limited jurisdiction. Every foreign corporation that carries on any activities in this State without having been authorized to carry on activities in this State thereby submits itself to the jurisdiction of the courts of this State, with respect to any action arising out of or in connection with activities actually carried on in this State, and also thereby designates the Secretary of State as its agent upon whom any process, notice or demand upon it may be served in any action or proceeding arising out of or in connection with the carrying on of any activities in this State. [RR 1991, c. 2, §47 (COR).]

2. Other methods of service. In addition to other methods of service that may be authorized by statute or by rule, service of such process may be made as provided in Title 5, section 113 . [PL 2007, c. 323, Pt. B, §25 (AMD); PL 2007, c. 323, Pt. G, §4 (AFF).]
13 M.R.S. § 2106 — ME Code / Title 13 / Part 2 / Chapter 87 / Section 2106
13 §2106. Charges; petition
Status: in_force

Any member may bring charges against an officer or director by filing them in writing with the secretary of the association, together with a petition signed by 5% of the members, requesting the removal of the officer or director in question.
13-C M.R.S. § 843 — ME Code / Title 13-C / Chapter 8 / Section 843
13-C §843. Standards of conduct for officers
Status: in_force

1. Basic standard of conduct. An officer, when performing in the capacity of an officer, has the duty to act: A. In good faith; [PL 2001, c. 640, Pt. A, §2 (NEW); PL 2001, c. 640, Pt. B, §7 (AFF).] B. With the care that a person in a like position would reasonably exercise under similar circumstances; and [PL 2001, c. 640, Pt. A, §2 (NEW); PL 2001, c. 640, Pt. B, §7 (AFF).] C. In a manner the officer reasonably believes to be in the best interests of the corporation. [PL 2001, c. 640, Pt. A, §2 (NEW); PL 2001, c. 640, Pt. B, §7 (AFF).] [PL 2007, c. 289, §19 (AMD).]

2. Basis for reliance. [PL 2003, c. 631, §20 (RP).]

2-A. Basis for reliance. In discharging the duties under section 842 , an officer who does not have knowledge that makes reliance unwarranted is entitled to rely on: A. The performance of properly delegated responsibilities by one or more employees of the corporation whom the officer reasonably believes to be reliable and competent in performing the responsibilities delegated; and [PL 2003, c. 631, §21 (NEW).] B. Information, opinions, reports or statements, including financial statements and other financial data, prepared or presented by: (1) One or more employees of the corporation whom the officer reasonably believes to be reliable and competent in the matters presented; or (2) Legal counsel, public accountants or other persons retained by the corporation as to matters involving skills or expertise the officer reasonably believes are matters within the particular person's professional or expert competence or as to which the particular person merits confidence. [PL 2003, c. 631, §21 (NEW).] [PL 2003, c. 631, §21 (NEW).]

3. Basis for potential liability. An officer is not liable to the corporation or its shareholders for any decision to take or not to take action, or any failure to take any action, as an officer if the duties of the office are performed in compliance with this section. Whether an officer who does not comply with this section has liability depends on applicable law, including those principles of section 832 that have relevance. [PL 2001, c. 640, Pt. A, §2 (NEW); PL 2001, c. 640, Pt. B, §7 (AFF).]
13 M.R.S. § 1342 — ME Code / Title 13 / Part 2 / Chapter 83 / Section 1342
13 §1342. Approval of health authority
Status: in_force

Before any person, firm or corporation shall build, construct or erect any such community mausoleum, vault or other burial structure entirely above ground or partly above and partly by excavation, with the intention and purpose that when so built, constructed and erected the same may contain 20 or more deceased human bodies for permanent interment, such person, firm or corporation shall present all plans for such construction to the Bureau of Health and shall obtain the written approval of such plans by said bureau before proceeding with the construction and erection of said mausoleum, vault or other burial structure.
13-C M.R.S. § 705 — ME Code / Title 13-C / Chapter 7 / Section 705
13-C §705. Notice of meeting
Status: in_force

1. Notification to shareholders. A corporation shall notify shareholders of the date, time and place of each annual or special shareholders' meeting no fewer than 10 days, or 3 days for close corporations, nor more than 60 days before the meeting date. The notice must include the record date for determining the shareholders entitled to vote at the meeting, if such date is different than the record date for determining shareholders entitled to notice of the meeting. If the board of directors has authorized participation by means of remote communication pursuant to section 709 for any class or series of shareholders, the notice to such class or series of shareholders must describe the means of remote communication to be used. Unless this Act or the corporation's articles of incorporation require otherwise, the corporation is required only to give notice to shareholders entitled to vote at the meeting as of the record date for determining the shareholders entitled to notice of the meeting. [PL 2011, c. 274, §20 (AMD).]

2. Annual meeting; description of purpose not required. Unless this Act or a corporation's articles of incorporation require otherwise, notice of an annual meeting need not include a description of the purpose or purposes for which the meeting is called. [PL 2001, c. 640, Pt. A, §2 (NEW); PL 2001, c. 640, Pt. B, §7 (AFF).]

3. Special meeting; description of purpose required. Notice of a special meeting must include a description of the purpose or purposes for which the meeting is called. [PL 2001, c. 640, Pt. A, §2 (NEW); PL 2001, c. 640, Pt. B, §7 (AFF).]

4. Record date. If not otherwise fixed under section 703 or 707 , the record date for determining shareholders entitled to notice of and to vote at an annual or special shareholders' meeting is the day before the first notice is delivered to shareholders. [PL 2001, c. 640, Pt. A, §2 (NEW); PL 2001, c. 640, Pt. B, §7 (AFF).]

5. Adjournment to new date, time or place. Unless a corporation's bylaws require otherwise, if an annual or special shareholders' meeting is adjourned to a different date, time or place, notice need not be given of the new date, time or place if the new date, time or place is announced at the meeting before adjournment. If a new record date for the adjourned meeting is or must be fixed under section 707 , however, notice of the adjourned meeting must be given under this section to shareholders entitled to vote at such adjourned meeting as of the record date fixed for notice of such adjourned date. [PL 2011, c. 274, §21 (AMD).]
13-B M.R.S. § 904 — ME Code / Title 13-B / Chapter 9 / Section 904
13-B §904. Articles of merger or consolidation
Status: in_force

1. Form of articles of merger or consolidation. Upon such approval, articles of merger or articles of consolidation shall be executed by each corporation and shall be delivered for filing pursuant to sections 104 and 106 . The articles of merger or consolidation shall set forth: A. The plan of merger or the plan of consolidation; [PL 1977, c. 525, §13 (NEW).] B. If the members of any merging or consolidating corporation are entitled to vote thereon, then as to each such corporation (1) a statement setting forth the date of the meeting of members at which the plan was adopted, that a quorum was present at such meeting and that such plan received at least a majority of the votes which members present at such meeting or represented by proxy were entitled to cast, or (2) a statement that such amendment was adopted by a consent in writing signed by all members entitled to vote with respect thereto; [PL 1977, c. 525, §13 (NEW).] C. If any merging or consolidating corporation has no members, or no members entitled to vote thereon, then as to each such corporation a statement of such fact, the date of the meeting of the board of directors at which the plan was adopted and a statement of the fact that such plan received the vote of a majority of the directors in office; and [PL 1977, c. 525, §13 (NEW).] D. When the articles of merger or consolidation are delivered for filing by the Secretary of State, he shall, before filing them, make the same determinations, to the extent applicable, as provided in section 404 in the case of original articles. [PL 1977, c. 525, §13 (NEW).] [PL 1977, c. 525, §13 (NEW).]
13 M.R.S. § 2056 — ME Code / Title 13 / Part 2 / Chapter 87 / Section 2056
13 §2056. Membership; voting power
Status: in_force

If the association is organized without shares of stock, the articles shall state whether the voting power and the property rights and interest of each member are equal or unequal; and if unequal the general rule or rules applicable to all members by which the voting power and the property rights and interests, respectively, of each member may be and are determined and fixed; and shall provide for the admission of new members who shall be entitled to vote and to share in the property of the association with the old members, in accordance with such general rule or rules.
13-C M.R.S. § 1506 — ME Code / Title 13-C / Chapter 15 / Section 1506
13-C §1506. Corporate name of foreign corporation
Status: in_force

1. Corporate name. If the corporate name of a foreign corporation does not satisfy the requirements of section 401 , the foreign corporation may use a fictitious name as set forth in section 404, subsection 2 to transact business in this State if its real name is unavailable. [PL 2003, c. 344, Pt. B, §123 (AMD).]

2. Name distinguishable. [PL 2003, c. 344, Pt. B, §124 (RP).]

3. Apply for authorization to use another corporation's name. [PL 2003, c. 344, Pt. B, §124 (RP).]

4. Use of another corporation's name. [PL 2003, c. 344, Pt. B, §124 (RP).]

5. Change of corporate name. [PL 2003, c. 344, Pt. B, §124 (RP).]
13 M.R.S. § 3026 — ME Code / Title 13 / Part 2 / Chapter 93 / Section 3026
13 §3026. Duties of officers; notice of meetings
Status: in_force

An independent local church by its bylaws may prescribe the duties of the several officers and the manner of executing the same. When no provision is made by any vote or bylaw of the church for calling meetings, they shall be called by the board of trustees by posting notices of the time, place and purposes of said meeting, in the same manner and for the same time as is prescribed in section 3022 . Meetings shall in the same manner, be called by said board, upon the written request of at least 6 members of the church qualified to vote. [PL 1973, c. 49, §3 (AMD).]
13-C M.R.S. § 845 — ME Code / Title 13-C / Chapter 8 / Section 845
13-C §845. Contract rights of officers
Status: in_force

1. No implied contract rights. The appointment of an officer does not itself create contract rights. [PL 2001, c. 640, Pt. A, §2 (NEW); PL 2001, c. 640, Pt. B, §7 (AFF).]

2. Effect of removal or resignation on contract rights. An officer's removal does not affect the officer's contract rights, if any, with the corporation. An officer's resignation does not affect the corporation's contract rights, if any, with the officer. [PL 2001, c. 640, Pt. A, §2 (NEW); PL 2001, c. 640, Pt. B, §7 (AFF).]
13 M.R.S. § 2901 — ME Code / Title 13 / Part 2 / Chapter 93 / Section 2901
13 §2901. Call and notice; clerk
Status: in_force

The annual or other meetings of an incorporated parish may be called by its assessors or clerk to be held at the time when, and place in the town where, they are usually held. The members of such parish shall be notified of such meeting as prescribed in section 2861 or in the manner agreed on by its vote. At such meeting, they may choose a clerk who shall be sworn, 2 or more assessors, a collector, treasurer, standing committee and all other needful officers. The assessors shall manage the prudential concerns of the parish, when no other persons are appointed for that purpose, and shall be sworn.
13 M.R.S. § 2286 — ME Code / Title 13 / Part 2 / Chapter 87 / Section 2286
13 §2286. Landlord or lessor; presumptions; remedies against
Status: in_force

In an action upon such marketing agreements, it is conclusively presumed that a landlord or lessor is able to control the delivery of fishery products produced by the landlord's or lessor's equipment by tenants, or others, whose tenancy or possession or work on such equipment or the terms of whose tenancy or possession or labor thereon were created or changed after execution by the landlord or lessor of such a marketing agreement; and in such actions, the foregoing remedies for nondelivery or breach lie and are enforceable against the landlord or lessor. [RR 2025, c. 1, Pt. E, §28 (COR).]
13 M.R.S. § 1964 — ME Code / Title 13 / Part 2 / Chapter 85 / Section 1964
13 §1964. Antitrust
Status: in_force

The activities of qualified associations and handlers in bargaining with respect to the price, terms of sale, compensation for commodities produced under contract or other contract terms relative to agricultural commodities produced by the members of such qualified associations are deemed not to violate any antitrust law of this State. Nothing in this Article may be construed to permit handlers to contract, combine or conspire with one another in bargaining with qualified associations. [RR 2013, c. 2, §21 (COR).]
13 M.R.S. § 2055 — ME Code / Title 13 / Part 2 / Chapter 87 / Section 2055
13 §2055. Classes
Status: in_force

If the shares are to be classified, the articles shall contain a description of the classes of shares and a statement of the number of shares of each kind or class and the nature and extent of the preferences, rights, privileges and restrictions granted to or imposed upon the holders of the respective classes of stock.
13-B M.R.S. § 605 — ME Code / Title 13-B / Chapter 6 / Section 605
13-B §605. Quorum
Status: in_force

1. Members entitled to vote. The bylaws may provide the number or percentage of members entitled to vote represented in person or by proxy, or the number or percentage of votes represented in person or by proxy, which shall constitute a quorum at a meeting of members. In the absence of any such provision, members holding 1/10 of the votes entitled to be cast on the matter to be voted upon represented in person or by proxy shall constitute a quorum. A majority of the votes entitled to be cast on a matter to be voted upon by the members present or represented by proxy at a meeting at which a quorum is present shall be necessary for the adoption thereof unless a greater proportion is required by this Act, the articles of incorporation or the bylaws. [PL 1977, c. 525, §13 (NEW).]

2. Meeting with less than a quorum. The members present at a duly called or held meeting at which a quorum was once present may continue to do business at the meeting or at any adjournment thereof, notwithstanding the withdrawal of enough members to leave less than a quorum. [PL 1977, c. 525, §13 (NEW).]
13 M.R.S. § 1304 — ME Code / Title 13 / Part 2 / Chapter 83 / Section 1304
13 §1304. Sales for speculation or investment
Status: in_force

The sale of cemetery lots and plots, or the sale of crypts in a community mausoleum or niches in a columbarium for speculative or financial investment purposes, or the conveyance of any portion of a cemetery already dedicated to burial purposes as security for debt, is prohibited. Every such conveyance, whether made by a person or by a cemetery association, or by a company or association owning and operating a community mausoleum, crematory, natural organic reduction facility or columbarium, or by any holding, development or subsidiary company, is void and of no effect. Whoever makes or attempts to make a sale or conveyance contrary to this section must be punished as provided in section 1035 . [PL 2023, c. 676, §8 (AMD).]
13 M.R.S. § 2197 — ME Code / Title 13 / Part 2 / Chapter 87 / Section 2197
13 §2197. Preferred; issuance in payment for purchases by association
Status: in_force

Whenever an association, organized with preferred shares of stock, purchases the stock or any property or any interest in any property of any person, it may discharge the obligations so incurred wholly or in part, by exchanging for the acquired interest, shares of its preferred stock to an amount which at par value would equal the fair market value of the stock or interest so purchased, as determined by the board of directors. In that case the transfer to the association of the stock or interest purchased shall be equivalent to payment in cash for the shares of stock issued.
13 M.R.S. § 3110 — ME Code / Title 13 / Part 2 / Chapter 93 / Section 3110
13 §3110. Meetings of owners
Status: in_force

When there has not been a meeting of the incorporated pew owners or proprietors or owners of a meetinghouse or building for public worship for 3 years, a meeting may be called on application of 3 or more members thereof to a notary public, who shall issue a warrant to one of them stating the time, place and purposes of the meeting, directing the member to notify the meeting by posting a certified copy of the warrant, 3 weeks before the time of meeting, on the principal outer door of the building and in one or more public places in the same town and publishing it in a newspaper published in the county, if any, otherwise in an adjoining county or in the state paper. [RR 2025, c. 1, Pt. E, §45 (COR).]
13 M.R.S. § 1341 — ME Code / Title 13 / Part 2 / Chapter 83 / Section 1341
13 §1341. Location
Status: in_force

1. Mausoleum, crematory or other structure. A community mausoleum, community crematory or other community structure that holds or contains dead human bodies may only be erected in a cemetery that is at least 20 acres in size and has been in existence and used for burial for at least 2 years preceding the erection of the structure. [PL 2003, c. 421, §2 (AMD).]

2. Columbarium. A columbarium that holds or contains the cremated remains of dead human bodies may only be erected in a cemetery that is at least 5 acres in size and has been in existence and used for burial for at least 2 years preceding the erection of the structure. [PL 1999, c. 620, §1 (NEW).]

3. Exception. This section does not apply to a structure containing crypts erected or controlled by a church or religious society used for the remains of the clergy or dignitaries of the church or religious society. [PL 1999, c. 620, §1 (NEW).]
13 M.R.S. § 1759 — ME Code / Title 13 / Part 2 / Chapter 85 / Section 1759
13 §1759. Loans
Status: in_force

Any lender is authorized to make loans secured by shares in a cooperative affordable housing corporation, including limited equity cooperatives. For purposes of Title 9‑A, section 1‑202, subsection (8), a loan secured by shares of a cooperative affordable housing corporation must be considered a loan secured by a mortgage on real estate. [PL 1993, c. 300, §1 (NEW).]
13 M.R.S. § 2102 — ME Code / Title 13 / Part 2 / Chapter 87 / Section 2102
13 §2102. -- meetings
Status: in_force

Meetings of the board of directors may be held at any place within or without the State fixed by a quorum thereof unless otherwise provided in the articles of incorporation or bylaws.
13-C M.R.S. § 932 — ME Code / Title 13-C / Chapter 9 / Section 932
13-C §932. Action on plan of nonprofit conversion
Status: in_force

In the case of a conversion of a domestic business corporation to a domestic or foreign nonprofit corporation: [PL 2001, c. 640, Pt. A, §2 (NEW); PL 2001, c. 640, Pt. B, §7 (AFF).]

1. Plan adopted by directors. The plan of nonprofit conversion must be adopted by the corporation's board of directors; [PL 2001, c. 640, Pt. A, §2 (NEW); PL 2001, c. 640, Pt. B, §7 (AFF).]

2. Shareholders' approval. After adopting the plan of nonprofit conversion, the corporation's board of directors shall submit the plan to the shareholders for their approval. The board of directors shall also transmit to the shareholders a recommendation that the shareholders approve the plan, unless: A. The board of directors makes a determination that because of conflicts of interest or other special circumstances the board of directors should not make such a recommendation; or [PL 2011, c. 274, §43 (NEW).] B. Section 827 applies. [PL 2011, c. 274, §43 (NEW).] If paragraph A or B applies, the board of directors shall transmit to the shareholders the basis for so proceeding; [PL 2011, c. 274, §43 (RPR).]

3. Conditional submission. The corporation's board of directors may condition its submission of the plan of nonprofit conversion to the shareholders on any basis; [PL 2001, c. 640, Pt. A, §2 (NEW); PL 2001, c. 640, Pt. B, §7 (AFF).]

4. Notice of meeting. If the approval of the shareholders of the plan of nonprofit conversion is to be given at a meeting, the domestic business corporation shall notify each shareholder of the meeting of shareholders at which the plan of nonprofit conversion is to be submitted for approval. The notice must state that the purpose, or one of the purposes, of the meeting is to consider the plan and must contain or be accompanied by a copy or summary of the plan. The notice must include or be accompanied by a copy of the corporation's articles of incorporation as they will be in effect immediately after the nonprofit conversion; [PL 2001, c. 640, Pt. A, §2 (NEW); PL 2001, c. 640, Pt. B, §7 (AFF).]

5. Majority approval. Unless the corporation's articles of incorporation or its board of directors acting pursuant to subsection 3 requires a greater vote, approval of the plan of nonprofit conversion requires the approval of the shareholders by a majority of all the votes entitled to be cast on the plan by the shareholders and, if any class or series is entitled to vote as a separate voting group on the plan, the approval of each such separate voting group by a majority of all the votes entitled to be cast on the plan by that voting group. The articles of incorporation may provide that the plan may be approved by a lesser vote of each voting group entitled to vote on the plan but in no case 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 plan by each voting group entitled to vote on the plan; [PL 2003, c. 344, Pt. B, §81 (AMD).]

6. Voting groups. In addition to the vote required under subsection 5 , separate voting by voting groups is also required by each class or series of shares. Unless the corporation's articles of incorporation or its board of directors acting pursuant to subsection 3 requires a greater vote or a greater number of votes to be present, if the corporation has more than one class or series of shares outstanding, approval of the plan of nonprofit conversion requires the approval of each separate voting group by a majority of the votes entitled to be cast on the nonprofit conversion by that voting group; and [PL 2001, c. 640, Pt. A, §2 (NEW); PL 2001, c. 640, Pt. B, §7 (AFF).]

7. Transitional rule. If any provision of the corporation's articles of incorporation or bylaws or of an agreement to which any of the directors or shareholders are parties, adopted or entered into before July 1, 2003, other than a provision that eliminates or limits voting or appraisal rights, applies to a merger and the document does not refer to a nonprofit conversion of the domestic business corporation, the provision is deemed to apply to a nonprofit conversion of the domestic business corporation until the provision is amended. [PL 2011, c. 274, §44 (AMD).]

8. Consent of shareholders. A plan of nonprofit conversion may be approved for a participating corporation by written consent of shareholders entitled to vote, as provided in section 704 . If the plan of nonprofit conversion is approved by written consent of all shareholders, whether or not entitled to vote, a resolution of the board of directors of the participating corporation approving, proposing, submitting, recommending or otherwise respecting the plan of nonprofit conversion is not necessary and shareholders of the participating corporation are not entitled to receive notice of or to dissent from the plan of nonprofit conversion. [PL 2003, c. 344, Pt. B, §82 (NEW).]
13 M.R.S. § 983 — ME Code / Title 13 / Part 2 / Chapter 81 / Section 983
13 §983. Protection in use of name
Status: in_force

No person, society, association or corporation shall assume, adopt or use the name of a benevolent, humane, fraternal or charitable organization incorporated under the laws of this State, or any other state, or of the United States, or holding its charter or warrant under some recognized supreme grand body having authority to issue the same, or a name so nearly resembling the name of such incorporated or chartered organization as to be a colorable imitation thereof or calculated to deceive persons not members with respect to such organizations. In all cases where 2 or more such societies, associations, corporations or organizations claim the right to the same name, or to names substantially similar as above provided, the organization which was first organized and used the name, or first became incorporated under the laws of the United States or of any state, shall be entitled in this State to the prior and exclusive use of such name, and the rights of such societies, associations, corporations or organizations and of their individual members shall be fixed and determined accordingly. This section shall not apply to corporations organized under or governed by Title 13-B . [PL 1977, c. 592, §11 (AMD).]
13-C M.R.S. § 1440 — ME Code / Title 13-C / Chapter 14 / Section 1440
13-C §1440. Deposit with Treasurer of State
Status: in_force

Assets of a dissolved corporation that should be transferred to a creditor, claimant or shareholder of the corporation who can not be found or who is not competent to receive the assets must be reduced to cash and deposited with the Treasurer of State or other appropriate state official for safekeeping in accordance with Title 33, chapter 45 . When the creditor, claimant or shareholder furnishes satisfactory proof of entitlement to the amount deposited, the Treasurer of State or other appropriate state official shall pay the creditor, claimant or shareholder or that person's representative that amount. [PL 2019, c. 498, §9 (AMD).]
13-C M.R.S. § 1804 — ME Code / Title 13-C / Chapter 18 / Section 1804
13-C §1804. Election of benefit corporation status
Status: in_force

1. Existing corporation. An existing corporation may become a benefit corporation under this chapter by amending its articles of incorporation so that they contain, in addition to the requirements of section 202 , a statement that the corporation is a benefit corporation. In order to be effective, the amendment must be adopted by at least the minimum status vote. [PL 2019, c. 328, §1 (NEW).]

2. Mergers, conversions and share exchanges. This subsection governs mergers, conversions and share exchanges when the resulting entity is a benefit corporation. A. Except as provided in paragraph B , if a domestic entity that is not a benefit corporation is a party to a merger or conversion or the exchanging entity in a share exchange and the surviving, new or resulting entity in the merger, conversion or share exchange is to be a benefit corporation, the plan of merger, conversion or share exchange must be approved by the domestic entity by at least the minimum status vote. [PL 2019, c. 328, §1 (NEW).] B. Paragraph A does not apply in the case of a corporation that is a party to a merger if the shareholders of the corporation are not entitled to vote on the merger pursuant to section 1105 . [PL 2019, c. 328, §1 (NEW).] [PL 2019, c. 328, §1 (NEW).]
13 M.R.S. § 1102 — ME Code / Title 13 / Part 2 / Chapter 83 / Section 1102
13 §1102. -- neglect
Status: in_force

If such officers, treasurer or committee neglect so to apply such fines, they each forfeit the amount thereof, in a civil action, to any person suing therefor.
13 M.R.S. § 2052 — ME Code / Title 13 / Part 2 / Chapter 87 / Section 2052
13 §2052. Articles of incorporation
Status: in_force

Articles of incorporation shall be signed, acknowledged and filed in the manner prescribed for domestic business corporations.
13-C M.R.S. § 301 — ME Code / Title 13-C / Chapter 3 / Section 301
13-C §301. Corporate purposes
Status: in_force

1. Purpose of engaging in lawful business. A corporation subject to this Act has the purpose of engaging in any lawful business unless a more limited purpose is set forth in the articles of incorporation. [PL 2003, c. 344, Pt. B, §44 (AMD).]

2. Subject to other regulation by this State. A corporation engaging in a business that is subject to regulation under another statute of this State may incorporate under this Act only if permitted by, and subject to all limitations of, the other statute. [PL 2001, c. 640, Pt. A, §2 (NEW); PL 2001, c. 640, Pt. B, §7 (AFF).]
13-C M.R.S. § 1603 — ME Code / Title 13-C / Chapter 16 / Section 1603
13-C §1603. Scope of inspection right
Status: in_force

1. Agent; attorney. A shareholder's agent or attorney has the same inspection and copying rights as the shareholder that the agent or attorney represents. [PL 2001, c. 640, Pt. A, §2 (NEW); PL 2001, c. 640, Pt. B, §7 (AFF).]

2. Right to copy. The right to copy records under section 1602 includes, if reasonable, the right to receive copies made by photographic, xerographic or other means. [PL 2001, c. 640, Pt. A, §2 (NEW); PL 2001, c. 640, Pt. B, §7 (AFF).]

3. Charge for copies. The corporation may impose a reasonable charge covering the costs of labor and material for copies of any documents provided to the shareholder. The charge may not exceed the estimated cost of production or reproduction of the records. [PL 2001, c. 640, Pt. A, §2 (NEW); PL 2001, c. 640, Pt. B, §7 (AFF).]

4. Comply with demand. The corporation may comply with a shareholder's demand to inspect the record of shareholders under section 1602, subsection 3, paragraph C by providing the shareholder with a list of shareholders that was compiled no earlier than the date of the shareholder's demand. [PL 2001, c. 640, Pt. A, §2 (NEW); PL 2001, c. 640, Pt. B, §7 (AFF).]
13-B M.R.S. § 1302-A — ME Code / Title 13-B / Chapter 13 / Section 1302-A
13-B §1302-A. Powers of Secretary of State
Status: in_force

The Secretary of State shall have the power and authority reasonably necessary to enable him to administer this Act efficiently and to perform the duties therein imposed upon him. These powers shall include, without limitation: [PL 1977, c. 592, §17 (NEW).]

1. Make rules. The power to make rules not inconsistent with this Act; [PL 1977, c. 592, §17 (NEW).]

2. Prescribe forms. The power to prescribe forms for all documents required or permitted to be filed with him and to refuse to file documents not utilizing those forms to the extent possible; [PL 1987, c. 402, Pt. C, §5 (AMD).]

3. Refuse to file. The power to refuse to file any document which is not clearly legible or which may not be clearly reproducible photographically; and [PL 1987, c. 402, Pt. C, §5 (AMD).]

4. Report dates. The power, through the rule-making process, to provide alternative dates for filing annual reports and for determining the dates covered by those reports. [PL 1991, c. 780, Pt. U, §20 (AMD); PL 1991, c. 837, Pt. A, §41 (AMD).]
13 M.R.S. § 2693 — ME Code / Title 13 / Part 2 / Chapter 91 / Section 2693
13 §2693. Business specified in warrant; votes counted
Status: in_force

No business shall be acted upon at any meeting unless distinctly expressed in the warrant therefor. The proprietors' votes shall be counted according to the interest of each in the common lands, if known, and in that way the moderator shall make certain all doubtful votes. They may pass bylaws as to the management, improvement, division and disposal of their lands or wharves, subject to the approval of the county commissioners of the county where the lands lie, and may annex penalties to the breach of them, not exceeding $3 for one offense, to be disposed of as they direct.
13-C M.R.S. § 206 — ME Code / Title 13-C / Chapter 2 / Section 206
13-C §206. Bylaws
Status: in_force

1. Adoption of bylaws. The incorporators or board of directors of a corporation shall adopt initial bylaws for the corporation. [PL 2001, c. 640, Pt. A, §2 (NEW); PL 2001, c. 640, Pt. B, §7 (AFF).]

2. Contents of bylaws. The bylaws of a corporation may contain any provision that is not inconsistent with law or its articles of incorporation. [PL 2011, c. 274, §14 (AMD).]

3. Provisions for solicitation of proxies or consents. The bylaws may contain one or both of the following provisions: A. A requirement that if the corporation solicits proxies or consents with respect to an election of directors, the corporation include in its proxy statement and any form of its proxy or consent, to the extent and subject to such procedures or conditions as are provided in the bylaws, one or more individuals nominated by a shareholder in addition to individuals nominated by the board of directors; and [PL 2011, c. 274, §14 (NEW).] B. A requirement that the corporation reimburse the expenses incurred by a shareholder in soliciting proxies or consents in connection with an election of directors, to the extent and subject to such procedures or conditions as are provided in the bylaws, as long as no bylaw so adopted applies to elections for which any record date precedes its adoption. [PL 2011, c. 274, §14 (NEW).] [PL 2011, c. 274, §14 (NEW).]

4. Reasonable, practicable and orderly process. Notwithstanding section 1020, subsection 2, paragraph B , the shareholders in amending, repealing or adopting a bylaw described in subsection 3 may not limit the authority of the board of directors to amend or repeal any condition or procedure set forth in or to add any procedure or condition to such a bylaw in order to provide for a reasonable, practicable and orderly process. [PL 2011, c. 274, §14 (NEW).]
13 M.R.S. § 2984 — ME Code / Title 13 / Part 2 / Chapter 93 / Section 2984
13 §2984. Conveyance of land
Status: in_force

A conveyance of an estate as set forth in section 2983 by a minister may not be valid for longer than the minister is in the ministry; or by such deacons or other officers, for longer than they are in office, if made by them without consent of the church or by church wardens without the consent of the vestry. [RR 2025, c. 1, Pt. E, §40 (COR).]
13 M.R.S. § 1963 — ME Code / Title 13 / Part 2 / Chapter 85 / Section 1963
13 §1963. Subpoena
Status: in_force

In any proceeding before the board under this article, the board may issue subpoenas for the attendance of witnesses, or for the production of documents and may examine witnesses under oath provided that: [PL 1987, c. 155, §22 (AMD).]

1. Upon written application of a party to a proceeding, the board shall issue subpoenas for the attendance of witnesses or for the production of documents; [PL 1973, c. 621, §1 (NEW).]

2. A person who fails to obey the subpoena of the board may be punished as for contempt of court on application by the board to the Superior Court for the county in which such failure occurs; [PL 1973, c. 621, §1 (NEW).]

3. Witnesses who are summoned before the board or its agents shall be entitled to the same witness and mileage fees as are paid to witnesses subpoenaed in the District Courts of the State. [PL 1973, c. 621, §1 (NEW).]
13-C M.R.S. § 1621 — ME Code / Title 13-C / Chapter 16 / Section 1621
13-C §1621. Annual report of domestic and foreign corporations; excuse
Status: in_force

1. Filing of annual report. Each domestic corporation, unless excused as provided in subsection 4 or excluded by subsection 6 , and each foreign corporation authorized to do business in this State, shall deliver to the Secretary of State for filing, within the time prescribed by this section, an annual report setting forth: A. The name of the domestic or foreign corporation and the jurisdiction of its incorporation; [PL 2001, c. 640, Pt. A, §2 (NEW); PL 2001, c. 640, Pt. B, §7 (AFF).] B. The information required by Title 5, section 105, subsection 1 ; [PL 2007, c. 323, Pt. C, §40 (AMD); PL 2007, c. 323, Pt. G, §4 (AFF).] C. A brief statement of the character of the business in which the domestic or foreign corporation is actually engaged in this State, if any; [PL 2007, c. 323, Pt. C, §40 (AMD); PL 2007, c. 323, Pt. G, §4 (AFF).] D. [PL 2007, c. 323, Pt. C, §40 (RP); PL 2007, c. 323, Pt. G, §4 (AFF).] E. The address of its principal office, wherever located; [PL 2007, c. 323, Pt. C, §40 (NEW); PL 2007, c. 323, Pt. G, §4 (AFF).] F. The names of its principal officers; [PL 2021, c. 385, §2 (AMD).] G. The names of its directors, except that in the case of a corporation that has eliminated its board of directors pursuant to section 743 the annual report must set forth the names of the shareholders instead; [PL 2021, c. 385, §2 (AMD).] H. An indication as to whether the domestic corporation is publicly held; [PL 2021, c. 385, §2 (NEW).] I. An indication of how many female directors are on the board of directors of the publicly held domestic corporation; and [PL 2021, c. 385, §2 (NEW).] J. An indication as to whether the domestic publicly held corporation has the minimum number of female directors on its board of directors required by section 803, subsection 4 . [PL 2021, c. 385, §2 (NEW).] [PL 2021, c. 385, §2 (AMD).]

2. Information current. The information contained in the annual report required in subsection 1 must be current as of the date the report is executed. The annual report must be executed as provided by section 121 . [PL 2001, c. 640, Pt. A, §2 (NEW); PL 2001, c. 640, Pt. B, §7 (AFF).]

3. First annual report. The first annual report required in subsection 1 must be delivered to the Secretary of State between January 1st and June 1st of the year following the calendar year in which a domestic corporation was incorporated or a foreign corporation was authorized to transact business. Subsequent annual reports must be delivered to the Secretary of State between January 1st and June 1st of the following calendar years. Proof to the satisfaction of the Secretary of State that, prior to the date when penalties become effective for late delivery of annual reports as provided in section 1622 , the report was deposited in the United States mail in a sealed envelope, properly addressed, with postage prepaid, is compliance with this requirement. One copy of the report, together with the filing fee required by this Act, must be delivered for filing to the Secretary of State who shall file the report, if the Secretary of State finds that the report conforms to the requirements of this Act. If the Secretary of State finds that the report does not conform to the requirements of this Act, the Secretary of State shall promptly mail or otherwise return the report to the domestic or foreign corporation for any necessary corrections, in which case the penalties prescribed by this Act for failure to file the report within the time herein provided do not apply, as long as the report is corrected to conform to the requirements of this Act and returned to the Secretary of State within 30 days from the date on which it was mailed or otherwise returned to the domestic or foreign corporation by the Secretary of State. [PL 2001, c. 640, Pt. A, §2 (NEW); PL 2001, c. 640, Pt. B, §7 (AFF).]

4. Certificate of excuse. The Secretary of State, upon application by any domestic corporation and satisfactory proof that it has ceased to transact business and that it is not indebted to this State for failure to file an annual report and to pay any fees or penalties accrued, shall file a certificate of the fact and shall give a duplicate certificate to the domestic corporation, after which the corporation is excused from filing annual reports with the Secretary of State, as long as the domestic corporation in fact transacts no business. The name of a corporation remains in the Secretary of State's records of corporate names and is protected for a period of 5 years following excuse. [PL 2003, c. 344, Pt. B, §134 (AMD).]

5. Resume transaction of business. The shareholders of a domestic corporation that has been excused from filing annual reports pursuant to subsection 4 may vote to resume transacting business at a meeting duly called and held for that purpose. A certificate executed and filed as provided in section 121 setting forth that a shareholders' meeting was held, the date and location of same, and that a majority of the shareholders voted to resume transacting business authorizes that domestic corporation to transact business; and after that certificate is filed, the domestic corporation is required to file annual reports beginning with the next reporting deadline following resumption. [PL 2001, c. 640, Pt. A, §2 (NEW); PL 2001, c. 640, Pt. B, §7 (AFF).]

6. Exempt from filing annual report. The requirement under subsection 1 does not apply to religious, charitable, educational or benevolent corporations nor to corporations organized under Title 13, chapters 81 , 83 , 91 and 93 . [PL 2001, c. 640, Pt. A, §2 (NEW); PL 2001, c. 640, Pt. B, §7 (AFF).]
13-C M.R.S. § 801 — ME Code / Title 13-C / Chapter 8 / Section 801
13-C §801. Requirement; duties of board of directors
Status: in_force

1. Board of directors. Except as provided in section 743 , a corporation must have a board of directors. [PL 2001, c. 640, Pt. A, §2 (NEW); PL 2001, c. 640, Pt. B, §7 (AFF).]

2. Corporate powers. All corporate powers must be exercised by or under the authority of, and the business and affairs of the corporation managed under the direction of, the corporation's board of directors, subject to any limitation set forth in an agreement authorized under section 743 or in the corporation's articles of incorporation. [PL 2001, c. 640, Pt. A, §2 (NEW); PL 2001, c. 640, Pt. B, §7 (AFF).]
13 M.R.S. § 1776 — ME Code / Title 13 / Part 2 / Chapter 85 / Section 1776
13 §1776. Use of word "cooperative"
Status: in_force

No person, firm, corporation or association, domestic or foreign, hereafter commencing business in this State shall use the word "cooperative" as a part of its corporate or business name unless it has complied with this subchapter or some other statute of this State relating to cooperative associations. A foreign association organized under and complying with the cooperative law of the state of such association's creation shall be entitled to use the term "cooperative" in this State if it has obtained the privilege of doing business in this State.
13 M.R.S. § 1374 — ME Code / Title 13 / Part 2 / Chapter 83 / Section 1374
13 §1374. Maine State Cemetery Preservation Commission
Status: in_force

The Maine State Cemetery Preservation Commission, established by Title 5, section 12004‑J, subsection 21 and referred to in this section as "the commission," is an independent commission created to provide advice and education to local units of government and members of the public on preserving cemeteries and burying grounds. [PL 2023, c. 677, §3 (AMD).]

1. Members. The commission has the following 10 members: A. Two members representing a statewide association dedicated to the preservation of neglected cemeteries, appointed by its board of directors; [PL 2021, c. 584, §2 (NEW).] B. Two members representing a statewide association of cemetery directors and supervisors, appointed by its board of directors; [PL 2021, c. 584, §2 (NEW).] C. One member representing a statewide association representing municipalities, appointed by its board of directors; [PL 2021, c. 584, §2 (NEW).] D. One member representing a statewide association of town clerks, appointed by its board of directors; [PL 2021, c. 584, §2 (NEW).] E. One member representing a statewide association of funeral directors, appointed by its board of directors; [PL 2021, c. 584, §2 (NEW).] F. The Director of the Maine Bureau of Veterans' Services within the Department of Defense, Veterans and Emergency Management, or the director's designee; [PL 2021, c. 584, §2 (NEW).] G. One member representing a statewide association of real estate brokers, appointed by its board of directors; and [PL 2021, c. 584, §2 (NEW).] H. One member representing a statewide historical society, appointed by its board of directors. [PL 2021, c. 584, §2 (NEW).] [PL 2023, c. 677, §3 (AMD).]

2. Optional member. The tribal governments of the Mi'kmaq Nation, the Houlton Band of Maliseet Indians, the Passamaquoddy Tribe at Motahkomikuk, the Passamaquoddy Tribe at Sipayik and the Penobscot Nation may jointly appoint as a member of the commission an individual who is a member of a federally recognized Indian nation, tribe or band in the State. [PL 2023, c. 677, §3 (AMD).]

3. Duties. The commission shall: A. Advise and educate municipalities and property owners about the existence of burying grounds and cemeteries and the laws applicable to burying grounds and cemeteries; [PL 2021, c. 584, §2 (NEW).] B. Advise and educate municipalities, property owners and owners of burying grounds and cemeteries on the proper care and preservation of graves, gravestones, walls and fences in and around burying grounds and cemeteries; [PL 2023, c. 677, §3 (AMD).] C. Review statutes applicable to burying grounds and cemeteries and provide information to the Legislature on recommended changes; [PL 2023, c. 677, §3 (AMD).] D. Investigate violations of the laws governing burying grounds and cemeteries reported to the commission. The commission shall refer information relating to the investigations and recommendations for action on the violations to the appropriate municipal official or enforcement authority; [PL 2023, c. 677, §3 (NEW).] E. Create a page on the State's publicly accessible website that provides information related to the commission's duties and powers; and [PL 2023, c. 677, §3 (NEW).] F. Prepare educational materials, which may include links to websites relating to the laws governing burying grounds and cemeteries, for distribution to municipalities and to officers of associations that have representatives on the commission for distribution to their members. [PL 2023, c. 677, §3 (NEW).] [PL 2023, c. 677, §3 (AMD).]

4. Bureau's duties. [PL 2023, c. 677, §3 (RP).]

4-A. Meetings. The commission shall meet not less than 6 times per year at the call of the chair or by request of a majority of members. [PL 2023, c. 677, §3 (NEW).]

5. Bylaws. The commission shall adopt bylaws that provide for matters such as the regulation and management of the affairs of the commission, the terms of office, the method for selecting a chair and the method for filling a vacancy on the commission. The bylaws may be amended at any time by the affirmative vote of a majority of members. [PL 2023, c. 677, §3 (AMD).]

6. Executive director; staff; duties. The commission may select an individual to serve as the executive director of the commission. The executive director may hire appropriate staff to assist in carrying out the duties of the commission. [PL 2023, c. 677, §3 (NEW).]

7. Cemetery Preservation Commission Fund. The Cemetery Preservation Commission Fund, referred to in this section as "the fund," is established as a nonlapsing account into which is deposited, on a quarterly basis, $5 of the fee established by the Department of Health and Human Services for a permit to transport and dispose of a dead human body. The commission may use the money in the fund to carry out its duties. [PL 2023, c. 677, §3 (NEW).]

8. Budget. The commission shall create a budget on an annual basis that includes its estimate of expenditures and appropriations necessary to enable the commission to perform its duties. [PL 2023, c. 677, §3 (NEW).]

9. Funding. The commission is authorized to receive funds from the Federal Government, from a political subdivision of the State or from an individual, foundation or corporation and may expend these funds for purposes that are consistent with this section. [PL 2023, c. 677, §3 (NEW).]

10. Report. By December 15th of each year, the commission shall submit a report to the joint standing committee of the Legislature having jurisdiction over state and local government matters. The report must include the commission's budget from the preceding fiscal year, an accounting of all income received and expenditures made by the commission, details on the work performed by the commission and the number of staff employed by the commission in the preceding 12-month period. [PL 2023, c. 677, §3 (NEW).]
13-B M.R.S. § 1406 — ME Code / Title 13-B / Chapter 14 / Section 1406
13-B §1406. Public and mutual benefit corporation
Status: in_force

1. Public benefit corporation. A domestic corporation subject to this Act is a public benefit corporation if: A. It is designated a public benefit corporation by statute; [PL 2001, c. 550, Pt. C, §28 (NEW); PL 2001, c. 550, Pt. C, §29 (AFF).] B. It is recognized as exempt under the Internal Revenue Code, Section 501(c)(3) or any successor provision; [PL 2001, c. 550, Pt. C, §28 (NEW); PL 2001, c. 550, Pt. C, §29 (AFF).] C. Pursuant to its articles of incorporation or its bylaws or by statute, it: (1) Is organized for a public or charitable purpose; and (2) Upon dissolution must distribute its assets to a public benefit corporation, the United States, a state, or a person that is recognized as exempt under the Internal Revenue Code, Section 501(c)(3) or any successor provision; or [PL 2001, c. 550, Pt. C, §28 (NEW); PL 2001, c. 550, Pt. C, §29 (AFF).] D. It elects to be a public benefit corporation in accordance with subsection 3 or section 403, subsection 1, paragraph A‑1 . [PL 2001, c. 550, Pt. C, §28 (NEW); PL 2001, c. 550, Pt. C, §29 (AFF).] [PL 2001, c. 550, Pt. C, §28 (NEW); PL 2001, c. 550, Pt. C, §29 (AFF).]

2. Mutual benefit corporation. A domestic corporation other than one described in subsection 1 is a mutual benefit corporation. [PL 2001, c. 550, Pt. C, §28 (NEW); PL 2001, c. 550, Pt. C, §29 (AFF).]

3. Filings by corporation existing on effective date. Not later than January 1, 2004, a domestic corporation in existence on January 1, 2003 shall specify on a filing with the Secretary of State whether it is a public benefit corporation or a mutual benefit corporation. A. The specification may be made on an annual report, on an amendment or restatement of articles of incorporation or on articles of merger, conversion or domestication. [PL 2001, c. 550, Pt. C, §28 (NEW); PL 2001, c. 550, Pt. C, §29 (AFF).] B. A corporation that fails to comply with this subsection is a public benefit corporation until proper filing is made. [PL 2001, c. 550, Pt. C, §28 (NEW); PL 2001, c. 550, Pt. C, §29 (AFF).] [PL 2001, c. 550, Pt. C, §28 (NEW); PL 2001, c. 550, Pt. C, §29 (AFF).]
13-B M.R.S. § 601 — ME Code / Title 13-B / Chapter 6 / Section 601
13-B §601. Bylaws
Status: in_force

The initial bylaws of a corporation shall be adopted by its incorporators or its board of directors. The power to alter, amend or repeal the bylaws or adopt new bylaws shall be vested in the board of directors unless otherwise provided in the articles of incorporation or the bylaws. The bylaws may contain any provisions for the regulation and management of the activities of a corporation not inconsistent with law or the articles of incorporation. [PL 1979, c. 127, §100 (AMD).]
13 M.R.S. § 1373 — ME Code / Title 13 / Part 2 / Chapter 83 / Section 1373
13 §1373. Authority to maintain
Status: in_force

A municipality may authorize any cemetery association or historical society to maintain any cemetery or burial ground owned, maintained or operated by the municipality. [PL 1987, c. 326, §1 (NEW).]
13 M.R.S. § 2051 — ME Code / Title 13 / Part 2 / Chapter 87 / Section 2051
13 §2051. Authority to form association
Status: in_force

Five or more persons, a majority of whom are residents of this State, engaged in the fishery business, may form an association, with or without shares of stock, under this chapter.
13-C M.R.S. § 1003 — ME Code / Title 13-C / Chapter 10 / Section 1003
13-C §1003. Amendment by board of directors and shareholders
Status: in_force

If a corporation has issued shares, an amendment to the articles of incorporation must be adopted in accordance with the following. [PL 2001, c. 640, Pt. A, §2 (NEW); PL 2001, c. 640, Pt. B, §7 (AFF).]

1. Amendment adopted by board of directors. The proposed amendment must be adopted by the board of directors. [PL 2001, c. 640, Pt. A, §2 (NEW); PL 2001, c. 640, Pt. B, §7 (AFF).]

2. Approval by shareholders. Except as provided in sections 1005 , 1007 and 1008 , after adopting the proposed amendment the corporation's board of directors shall submit the amendment to the shareholders for their approval. The board of directors shall also transmit to the shareholders a recommendation that the shareholders approve the amendment, unless: A. The board of directors makes a determination that because of conflicts of interest or other special circumstances the board of directors should not make such a recommendation; or [PL 2011, c. 274, §48 (NEW).] B. Section 827 applies. [PL 2011, c. 274, §48 (NEW).] If paragraph A or B applies, the board of directors shall transmit to the shareholders the basis for so proceeding. [PL 2011, c. 274, §48 (RPR).]

3. Condition of submission. The board of directors may condition its submission of the amendment to the shareholders on any basis. [PL 2001, c. 640, Pt. A, §2 (NEW); PL 2001, c. 640, Pt. B, §7 (AFF).]

4. Notice of meeting. If the amendment is required to be approved by the shareholders and the approval is to be given at a meeting, the corporation must notify each shareholder, whether or not entitled to vote, of the meeting of shareholders at which the amendment is to be submitted for approval. The notice must state that the purpose, or one of the purposes, of the meeting is to consider the amendment and must contain or be accompanied by a copy of the amendment. [PL 2001, c. 640, Pt. A, §2 (NEW); PL 2001, c. 640, Pt. B, §7 (AFF).]

5. Approval by majority. Unless the articles of incorporation or the board of directors, acting pursuant to subsection 3 , requires a greater vote, approval of the amendment requires the approval of the shareholders by a majority of all the votes entitled to be cast on the amendment by the shareholders and, if any class or series is entitled to vote as a separate voting group on the amendment, except as provided in section 1004, subsection 3 , the amendment requires the approval of each separate voting group by a majority of all the votes entitled to be cast on the amendment by that voting group. The articles of incorporation may provide that an amendment may be approved by a lesser vote of each voting group entitled to vote on the amendment, but in no case 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 amendment by each voting group entitled to vote on the amendment. [PL 2003, c. 344, Pt. B, §92 (AMD).]

6. Consent of shareholders. An amendment to the articles of incorporation may be approved by written consent of shareholders entitled to vote, as provided in section 704 . If the amendment is approved by written consent of all shareholders, whether or not entitled to vote, a resolution of the board of directors proposing the amendment is not necessary. [PL 2003, c. 344, Pt. B, §92 (AMD).]
13 M.R.S. § 5107 — ME Code / Title 13 / Part 2 / Chapter 99 / Section 5107
13 §5107. Reviewing compliance
Status: in_force

Compliance with this chapter is determined in light of the facts and circumstances existing at the time a decision is made or action is taken and not by hindsight. [PL 2009, c. 450, §2 (NEW); PL 2009, c. 450, §3 (AFF).]
13-B M.R.S. § 401 — ME Code / Title 13-B / Chapter 4 / Section 401
13-B §401. Incorporators
Status: in_force

1. Incorporate. One or more persons acting as incorporators shall execute and file, in accordance with sections 403 and 404 , articles of incorporations for a corporation. [PL 1991, c. 780, Pt. U, §13 (AMD).]

2. Need not be residents. Incorporators need not be residents of this State. [PL 1977, c. 525, §13 (NEW).]

3. Incorporators. The incorporator or incorporators may be natural persons or domestic or foreign corporations, whether or not authorized to do business or carry on activities in this State, or any combination of natural persons or domestic or foreign corporations. If a corporation acts as an incorporator, the articles of incorporation must be accompanied by a certificate of an appropriate officer of that corporation, not the person signing the articles, certifying that the person executing the articles on its behalf is authorized to do so. [PL 1997, c. 376, §24 (AMD).]
13-C M.R.S. § 1105 — ME Code / Title 13-C / Chapter 11 / Section 1105
13-C §1105. Merger between parent corporation and subsidiary corporation or between subsidiary corporations
Status: in_force

1. Merger of subsidiary corporations. A domestic parent corporation that owns shares of a domestic or foreign subsidiary corporation that carry at least 90% of the voting power of each class and series of the outstanding shares of the subsidiary that have voting power may merge the subsidiary into the parent corporation or another such subsidiary or may merge the parent corporation into the subsidiary without the approval of the board of directors or shareholders of the subsidiary unless the articles of incorporation of any of the corporations otherwise provide and unless, in the case of a foreign subsidiary, approval by the subsidiary's board of directors or shareholders is required by the laws under which the subsidiary is organized. [PL 2001, c. 640, Pt. A, §2 (NEW); PL 2001, c. 640, Pt. B, §7 (AFF).]

2. Notice to shareholders. If approval of a merger by a subsidiary corporation's shareholders is not required under subsection 1 , the parent corporation shall, within 10 days after the effective date of the merger, notify each of the subsidiary's shareholders that the merger has become effective. [PL 2001, c. 640, Pt. A, §2 (NEW); PL 2001, c. 640, Pt. B, §7 (AFF).]

3. Provisions of merger. Except as provided in subsections 1 and 2 , a merger between a parent corporation and a subsidiary corporation is governed by the provisions of this chapter applicable to mergers generally. [PL 2001, c. 640, Pt. A, §2 (NEW); PL 2001, c. 640, Pt. B, §7 (AFF).]
13 M.R.S. § 2233 — ME Code / Title 13 / Part 2 / Chapter 87 / Section 2233
13 §2233. Agency
Status: in_force

An association may act as the agent or representative of any member or members in sections 2231 and 2232 .
13 M.R.S. § 1771 — ME Code / Title 13 / Part 2 / Chapter 85 / Section 1771
13 §1771. Short title
Status: in_force

This subchapter may be cited as the "Uniform Agricultural Cooperative Association Act".
13 M.R.S. § 2863 — ME Code / Title 13 / Part 2 / Chapter 93 / Section 2863
13 §2863. Property and bylaws
Status: in_force

Every parish may take by gift or purchase any real or personal estate, until the clear annual income thereof amounts to $3,000; convey the same and establish bylaws not repugnant to law.
13 M.R.S. § 1382 — ME Code / Title 13 / Part 2 / Chapter 83 / Section 1382
13 §1382. Notice of use
Status: in_force

Unoccupied interment spaces may not be used under section 1381 unless after the 75-year period the person, association, corporation or municipality which owns, maintains and operates the cemetery gives notice declaring that the unoccupied interment spaces within the lot may be used. [PL 1987, c. 579 (NEW).]
13 M.R.S. § 1143 — ME Code / Title 13 / Part 2 / Chapter 83 / Section 1143
13 §1143. Lots
Status: in_force

Lots in public or private cemeteries are exempt from attachment and levy on execution and from liability to be sold by executors and administrators of insolvent estates for the payment of debts and charges of administration. Only one lot shall be so exempt for any one person.
13 M.R.S. § 3028 — ME Code / Title 13 / Part 2 / Chapter 93 / Section 3028
13 §3028. Conveyance of trust property to church
Status: in_force

The deacons of such church or any other person or persons holding real or personal estate in trust for the use of such church may convey such property to such incorporated church, and said church shall hold the same subject to the uses and trust under which it was held by such deacons and other person or persons.
13-C M.R.S. § 934 — ME Code / Title 13-C / Chapter 9 / Section 934
13-C §934. Surrender of charter upon foreign nonprofit conversion
Status: in_force

1. Articles of charter surrender. Whenever a domestic business corporation, referred to in this section as the "corporation," has adopted and approved, in the manner required by this subchapter, a plan of nonprofit conversion providing for the corporation to be converted to a foreign nonprofit corporation, articles of charter surrender must be executed on behalf of the corporation by an officer or other duly authorized representative of the corporation. The articles of charter surrender must set forth: A. The name of the corporation; [PL 2001, c. 640, Pt. A, §2 (NEW); PL 2001, c. 640, Pt. B, §7 (AFF).] B. A statement that the articles of charter surrender are being filed in connection with the conversion of the corporation to a foreign nonprofit corporation; [PL 2001, c. 640, Pt. A, §2 (NEW); PL 2001, c. 640, Pt. B, §7 (AFF).] C. A statement that the foreign nonprofit conversion was duly approved by the shareholders in the manner required by this Act and the corporation's articles of incorporation; and [PL 2001, c. 640, Pt. A, §2 (NEW); PL 2001, c. 640, Pt. B, §7 (AFF).] D. The corporation's new jurisdiction of incorporation. [PL 2001, c. 640, Pt. A, §2 (NEW); PL 2001, c. 640, Pt. B, §7 (AFF).] [PL 2001, c. 640, Pt. A, §2 (NEW); PL 2001, c. 640, Pt. B, §7 (AFF).]

2. Filing of articles of charter surrender. The articles of charter surrender must be delivered by the corporation to the Secretary of State for filing. The articles of charter surrender take effect on the effective time provided in section 125 . [PL 2001, c. 640, Pt. A, §2 (NEW); PL 2001, c. 640, Pt. B, §7 (AFF).]
13 M.R.S. § 2281 — ME Code / Title 13 / Part 2 / Chapter 87 / Section 2281
13 §2281. Authority to contract; restrictions
Status: in_force

An association and its members may make and execute marketing contracts, requiring the members to sell, for any period of time, not over 15 years, all or any specified part of their fishery products or specified commodities exclusively to or through the association or any facilities to be created by the association.
13-B M.R.S. § 1109 — ME Code / Title 13-B / Chapter 11 / Section 1109
13-B §1109. Decree of dissolution
Status: in_force

1. Decree. In proceedings to liquidate the assets and activities of a corporation, when the costs and expenses of the proceedings and all debts, obligations and liabilities of the corporation have been paid and discharged and all of its remaining property and assets distributed in accordance with the provisions of this Act, or when its property and assets are not sufficient to satisfy and discharge the costs, expenses, debts and obligations, and all the property and assets have been applied to their payment, the court shall enter a decree dissolving the corporation, after which the existence of the corporation ceases. [PL 2001, c. 550, Pt. C, §25 (AMD); PL 2001, c. 550, Pt. C, §29 (AFF).]

2. Certified copy of decree to Secretary of State. When the court enters a decree dissolving a corporation, it is the duty of the clerk of the court to cause a certified copy of the decree to be filed with the Secretary of State. A fee may not be charged by the Secretary of State for the filing of the decree. [PL 2001, c. 550, Pt. C, §25 (AMD); PL 2001, c. 550, Pt. C, §29 (AFF).]
13-C M.R.S. § 742 — ME Code / Title 13-C / Chapter 7 / Section 742
13-C §742. Voting agreements
Status: in_force

1. Creation of voting agreement. Two or more shareholders may provide for the manner in which they will vote their shares by signing an agreement for that purpose. A voting agreement created under this section is not subject to the provisions of section 741 . [PL 2001, c. 640, Pt. A, §2 (NEW); PL 2001, c. 640, Pt. B, §7 (AFF).]

2. Enforceable. A voting agreement created under this section is specifically enforceable. [PL 2001, c. 640, Pt. A, §2 (NEW); PL 2001, c. 640, Pt. B, §7 (AFF).]

3. Rescission. Any purchaser of shares for value that are subject to a voting agreement who, at the time of purchase, did not have knowledge of the existence of the agreement is entitled to rescission of the purchase against the transferor of the shares. An action to enforce the right of rescission authorized by this subsection must be commenced within the earlier of 180 days after discovery of the existence of the agreement or 2 years after the time of purchase of the shares. [PL 2001, c. 640, Pt. A, §2 (NEW); PL 2001, c. 640, Pt. B, §7 (AFF).]
13-C M.R.S. § 1301 — ME Code / Title 13-C / Chapter 13 / Section 1301
13-C §1301. Definitions
Status: in_force

As used in this chapter, unless the context otherwise indicates, the following terms have the following meanings. [PL 2001, c. 640, Pt. A, §2 (NEW); PL 2001, c. 640, Pt. B, §7 (AFF).]

1. Affiliate. "Affiliate" means: A. A person that directly, or indirectly through one or more intermediaries, controls, is controlled by, or is under common control with another person; or [PL 2001, c. 640, Pt. A, §2 (NEW); PL 2001, c. 640, Pt. B, §7 (AFF).] B. A senior executive of a person described in paragraph A . [PL 2001, c. 640, Pt. A, §2 (NEW); PL 2001, c. 640, Pt. B, §7 (AFF).] For purposes of section 1303, subsection 3, paragraph B , a person is deemed to be an affiliate of its senior executives. [PL 2011, c. 274, §58 (AMD).]

2. Beneficial shareholder. "Beneficial shareholder" means a person who is the beneficial owner of shares held in a voting trust or by a nominee on the beneficial owner's behalf. [PL 2001, c. 640, Pt. A, §2 (NEW); PL 2001, c. 640, Pt. B, §7 (AFF).]

3. Corporation. "Corporation" means the issuer of the shares held by a shareholder demanding appraisal and, for matters covered in sections 1323 to 1332 , includes the surviving entity in a merger. [PL 2001, c. 640, Pt. A, §2 (NEW); PL 2001, c. 640, Pt. B, §7 (AFF).]

4. Fair value. "Fair value" means the value of a corporation's shares determined: A. Immediately before the effectuation of the corporate action to which a shareholder objects; [PL 2001, c. 640, Pt. A, §2 (NEW); PL 2001, c. 640, Pt. B, §7 (AFF).] B. Using customary and current valuation concepts and techniques generally employed for similar businesses in the context of the transaction requiring appraisal; and [PL 2001, c. 640, Pt. A, §2 (NEW); PL 2001, c. 640, Pt. B, §7 (AFF).] C. Without discounting for lack of marketability or minority status except, if appropriate, for amendments to the corporation's articles of incorporation pursuant to section 1302, subsection 5 . [PL 2001, c. 640, Pt. A, §2 (NEW); PL 2001, c. 640, Pt. B, §7 (AFF).] [PL 2001, c. 640, Pt. A, §2 (NEW); PL 2001, c. 640, Pt. B, §7 (AFF).]

5. Interest. "Interest" means interest from the effective date of a corporate action until the date of payment, at the rate of interest on judgments in this State on the effective date of the corporate action. [PL 2001, c. 640, Pt. A, §2 (NEW); PL 2001, c. 640, Pt. B, §7 (AFF).]

5-A. Interested transaction. "Interested transaction" means a corporate action described in section 1302, subsection 1 , other than a merger pursuant to section 1105 , involving an interested person in which any of the shares or assets of the corporation are being acquired or converted. For the purposes of this subsection: A. "Beneficial owner" means any person who, directly or indirectly, through any contract, arrangement or understanding, other than a revocable proxy, has or shares the power to vote, or to direct the voting of, shares; except that a member of a national securities exchange is not considered to be a beneficial owner of securities held directly or indirectly by it on behalf of another person solely because the member is the record holder of the securities if the member is precluded by the rules of the exchange from voting without instruction on contested matters or matters that may affect substantially the rights or privileges of the holders of the securities to be voted. When 2 or more persons agree to act together for the purpose of voting their shares of the corporation, each member of the group formed thereby is considered to have acquired beneficial ownership, as of the date of the agreement, of all voting shares of the corporation beneficially owned by any member of the group; [PL 2011, c. 274, §59 (NEW).] B. "Excluded shares" means shares acquired pursuant to an offer for all shares having voting power if the offer was made within one year prior to the corporate action for consideration of the same kind and of a value equal to or less than that paid in connection with the corporate action; and [PL 2011, c. 274, §59 (NEW).] C. "Interested person" means a person, or an affiliate of a person, who at any time during the one-year period immediately preceding approval by the board of directors of the corporate action: (1) Was the beneficial owner of 20% or more of the voting power of the corporation, other than as owner of excluded shares; (2) Had the power, contractually or otherwise, other than as owner of excluded shares, to cause the appointment or election of 25% or more of the directors to the board of directors of the corporation; or (3) Was a senior executive or director of the corporation or a senior executive of any affiliate thereof and will receive, as a result of the corporate action, a financial benefit not generally available to other shareholders as such, other than: (a) Employment, consulting, retirement or similar benefits established separately and not as part of or in contemplation of the corporate action; (b) Employment, consulting, retirement or similar benefits established in contemplation of, or as part of, the corporate action that are not more favorable than those existing before the corporate action or, if more favorable, that have been approved on behalf of the corporation in the same manner as is provided in section 873 ; or (c) In the case of a director of the corporation who will, in the corporate action, become a director of the acquiring entity in the corporate action or one of its affiliates, rights and benefits as a director that are provided on the same basis as those afforded by the acquiring entity generally to other directors of the entity or the affiliate. [PL 2011, c. 274, §59 (NEW).] [PL 2011, c. 274, §59 (NEW).]

6. Preferred shares. "Preferred shares" means a class or series of shares whose holders have preference over any other class or series of shares with respect to distributions. [PL 2001, c. 640, Pt. A, §2 (NEW); PL 2001, c. 640, Pt. B, §7 (AFF).]

7. Record shareholder. "Record shareholder" means a person in whose name shares are registered in the records of a corporation or the beneficial owner of shares to the extent of the rights granted by a nominee certificate on file with the corporation. [PL 2001, c. 640, Pt. A, §2 (NEW); PL 2001, c. 640, Pt. B, §7 (AFF).]

8. Senior executive. "Senior executive" means a chief executive officer, chief operating officer, chief financial officer and anyone in charge of a principal business unit or function. [PL 2001, c. 640, Pt. A, §2 (NEW); PL 2001, c. 640, Pt. B, §7 (AFF).]

9. Shareholder. "Shareholder" means both a record shareholder and a beneficial shareholder. [PL 2001, c. 640, Pt. A, §2 (NEW); PL 2001, c. 640, Pt. B, §7 (AFF).]
13-C M.R.S. § 1103 — ME Code / Title 13-C / Chapter 11 / Section 1103
13-C §1103. Share exchange
Status: in_force

1. Share exchange. Through a share exchange: A. A domestic corporation may acquire all of the shares of one or more classes or series of shares of another domestic or foreign business corporation, or all of the eligible interests of one or more classes or series of eligible interests of a domestic or foreign eligible entity, in exchange for shares or other securities, eligible interests, obligations, rights to acquire shares or other securities or eligible interests, cash or other property or any combination thereof pursuant to a plan of share exchange; or [PL 2003, c. 344, Pt. B, §97 (AMD).] B. All of the shares of one or more classes or series of shares of a domestic corporation may be acquired by another domestic or foreign business corporation or eligible entity in exchange for shares or other securities, eligible interests, obligations, rights to acquire shares or other securities or eligible interests, cash or other property or any combination thereof pursuant to a plan of share exchange. [PL 2003, c. 344, Pt. B, §97 (AMD).] [PL 2003, c. 344, Pt. B, §97 (AMD).]

2. Party to share exchange. A foreign corporation or an eligible entity may be a party to a share exchange under this section only if the share exchange is permitted by the laws under which the corporation or eligible entity is organized or governed. [PL 2003, c. 344, Pt. B, §97 (AMD).]

3. Share exchange not contemplated in organic law. If the organic law of a domestic eligible entity does not provide procedures for the approval of a share exchange, a plan of share exchange may be adopted and approved and the share exchange effectuated in accordance with the procedures, if any, for a merger. If the organic law of a domestic eligible entity does not provide procedures for the approval of either a share exchange or a merger, a plan of share exchange may be adopted and approved, the share exchange effectuated and appraisal rights exercised in accordance with the procedures in this chapter and chapter 13 . For the purposes of applying this chapter and chapter 13 : A. The eligible entity, its members or interest holders, eligible interests and organic documents taken together are deemed to be a domestic business corporation, shareholders, shares and articles of incorporation, respectively and vice versa as the context may require; and [PL 2003, c. 344, Pt. B, §97 (AMD).] B. If the business and affairs of the eligible entity are managed by a group of persons that is not identical to the members or interest holders, that group is deemed to be the board of directors. [PL 2003, c. 344, Pt. B, §97 (AMD).] [PL 2003, c. 344, Pt. B, §97 (AMD).]

4. Plan of share exchange. A plan of share exchange must include: A. The name of each corporation or eligible entity whose shares or eligible interests will be acquired and the name of the corporation or eligible entity that will acquire those shares or eligible interests; [PL 2003, c. 344, Pt. B, §97 (AMD).] B. The terms and conditions of the share exchange; [PL 2001, c. 640, Pt. A, §2 (NEW); PL 2001, c. 640, Pt. B, §7 (AFF).] C. The manner and basis of exchanging shares of a corporation or eligible interests in an eligible entity whose shares or eligible interests will be acquired under the share exchange into shares, other securities, eligible interests, obligations, rights to acquire shares, other securities or eligible interests, cash or other property or any combination thereof; and [PL 2003, c. 344, Pt. B, §97 (AMD).] D. Any other provisions required by the laws under which any party to the share exchange is organized, or by the articles of incorporation or organic documents of any such party. [PL 2001, c. 640, Pt. A, §2 (NEW); PL 2001, c. 640, Pt. B, §7 (AFF).] [PL 2003, c. 344, Pt. B, §97 (AMD).]

5. Extrinsic facts. Terms of a plan of share exchange may be made dependent on facts objectively ascertainable outside the plan in accordance with section 121, subsection 10 . [PL 2003, c. 344, Pt. B, §97 (AMD).]

6. Amend plan prior to filing articles of share exchange. The plan of share exchange also may include a provision that the plan may be amended prior to filing the articles of share exchange with the Secretary of State under section 1106, subsection 2 . If the shareholders of a domestic corporation that is a party to the share exchange are required or permitted to vote on the plan, the plan must provide that subsequent to approval of the plan by the shareholders the plan may not be amended to: A. Change the amount or kind of shares or other securities, eligible interests, obligations, rights to acquire shares, other securities or eligible interests, cash or other property to be issued by the corporation or to be received under the plan by the shareholders of or holders of eligible interests in any party to the share exchange; or [PL 2003, c. 344, Pt. B, §97 (AMD).] B. Change any of the terms or conditions of the plan if the change would adversely affect the shareholders in any material respect. [PL 2001, c. 640, Pt. A, §2 (NEW); PL 2001, c. 640, Pt. B, §7 (AFF).] [PL 2003, c. 344, Pt. B, §97 (AMD).]

This section does not limit the power of a domestic corporation to acquire shares of another corporation or eligible interests in an eligible entity in a transaction other than a share exchange. [PL 2003, c. 344, Pt. B, §97 (AMD).]
13 M.R.S. § 2732 — ME Code / Title 13 / Part 2 / Chapter 91 / Section 2732
13 §2732. Officers sworn
Status: in_force

The clerk, treasurer, assessors and collector shall be sworn by the moderator or a dedimus justice, and the clerk shall record the votes passed at all meetings. [PL 1987, c. 736, §9 (AMD).]
13-B M.R.S. § 1304 — ME Code / Title 13-B / Chapter 13 / Section 1304
13-B §1304. Certified copies of documents filed with Secretary of State to be received in evidence
Status: in_force

All copies of documents which have been filed in the office of the Secretary of State, as required or permitted by any provision of this Act, shall, when certified by him, be taken and received in all courts, public offices and official bodies as prima facie evidence of the facts therein stated. A certificate by the Secretary of State under the seal of his office as to the nonexistence of a document in the files of his office shall be taken and received in all courts, public offices and official bodies as prima facie evidence of the nonexistence of such document. [PL 1977, c. 525, §13 (NEW).]
13 M.R.S. § 1982 — ME Code / Title 13 / Part 2 / Chapter 85 / Section 1982
13 §1982. Internal capital account cooperatives
Status: in_force

1. Types of accounts permitted. An internal capital account cooperative is an employee cooperative whose entire net book value is reflected in internal capital accounts, one for each member, and a collective reserve account, and in which no persons other than members own capital stock. In an internal capital account cooperative, each member shall have only one vote in any matter requiring voting by stockholders. [PL 1983, c. 136 (NEW).]

2. Allocation to accounts. An internal capital account cooperative shall credit the paid-in membership fee and additional paid-in capital of a member to the member's internal capital account, and shall also record the apportionment of retained net earnings or net losses to the members in accordance with patronage by appropriately crediting or debiting the internal capital accounts of members. The collective reserve account in an internal capital account cooperative shall reflect any paid-in capital, net losses and retained earnings not allocated to individual members. [PL 1983, c. 136 (NEW).]

3. Adjustment of accounts. In an internal capital account cooperative, the balances in all the internal capital accounts and collective reserve account, if any, shall be adjusted at the end of each accounting period so that the sum of the balances is equal to the net book value of the employee cooperative. [PL 1983, c. 136 (NEW).]

4. Exceptions. Title 13-C, section 1302 does not apply to an internal capital account cooperative. [PL 2003, c. 344, Pt. D, §10 (AMD).]
13 M.R.S. § 1956 — ME Code / Title 13 / Part 2 / Chapter 85 / Section 1956
13 §1956. Maine Agricultural Bargaining Board
Status: in_force

1. Board. The Maine Agricultural Bargaining Board, established by Title 5, section 12004‑B, subsection 7 , and located in the Department of Agriculture, Conservation and Forestry, shall administer this article. [PL 1989, c. 503, Pt. B, §69 (AMD); PL 2011, c. 657, Pt. W, §5 (REV).]

2. Membership. The Maine Agricultural Bargaining Board established by Title 5, section 12004‑B, subsection 7 , shall consist of 5 members and 2 alternates, who shall be appointed by the Governor. One member and one alternate shall be appointed from a list of names submitted by agricultural producer organizations organized under this subchapter and chapter 81 . One member and one alternate shall be appointed from a list of names submitted by processors of agricultural products. In appointing these members and alternates, the Governor shall seek to represent as many different agricultural products as possible and a member and the alternate for that member may not be associated with the same agricultural product, unless suitable persons cannot otherwise be appointed. An alternate shall serve when for any reason the respective member is unable to serve. Three members shall be representatives of the public. A public member may not hold any interest or stock or securities in any producer, dealer, processor or other person whose activities are subject to the jurisdiction of the board. A. The term of office for all members and alternates shall be 3 years. Members selected from lists submitted by agricultural producer organizations and by processors of agricultural products may serve no more than 2 terms in succession, not to include the current term of a member serving at the time this section becomes effective. The limitation to 2 successive terms may not apply to the public members or to alternates. [PL 1989, c. 703, §1 (AMD).] B. Board members serving at the time this section becomes effective shall continue as members for the duration of their present terms. The Governor shall appoint 2 alternate members in accordance with this subsection. The initial terms of these alternates expire at the same time as that of the current respective members. The Governor shall designate one of the public members to be the board's chair. In the event of a vacancy, the Governor shall, within one month, appoint a successor to fill the unexpired term. All appointments to the board must be made in conformity with the foregoing plan. Members shall take the oath of office prescribed for state officers. [PL 1989, c. 503, Pt. B, §70 (AMD); PL 1989, c. 703, §1 (AMD).] [PL 1989, c. 503, Pt. B, §70 (AMD); PL 1989, c. 703, §1 (AMD).]

3. Removal. Members of the board shall be removed by the Commissioner of Agriculture, Conservation and Forestry upon notice and hearing for neglect of duty or malfeasance in office but for no other cause. If a member is absent from 3 successive meetings of the board and if the board finds the member's reasons for the absence to be without merit, that member's conduct shall be considered to be neglect of duty. [PL 1987, c. 155, §3 (AMD); PL 2011, c. 657, Pt. W, §6 (REV).]

4. Quorum. A vacancy in the board shall not impair the right of the remaining members to exercise all of the powers of the board. Three members of the board shall, at all times, constitute a quorum of the board, provided that reasonable notice has been given to all members of the board of the subject matter and date of any meeting at which the board is to exercise any of its powers. [PL 1973, c. 621, §1 (NEW).]

5. Expenses. Members and alternate members of the board shall be compensated according to the provisions of Title 5, chapter 379 and shall receive necessary expenses. [PL 1987, c. 155, §4 (AMD).]

6. Rules. The board shall have authority from time to time to adopt, amend and repeal, in the manner prescribed by the Maine Administrative Procedure Act, such rules and regulations as may be necessary or appropriate to carry out this Article. The board shall act as expeditiously as possible to adopt interpretive and procedural rules for carrying out the purposes of this article. [PL 1987, c. 155, §5 (AMD).]

7. Board's staff and attorney. In hearings under sections 1958 and 1965 , neither the board's staff nor its attorney shall function as an advocate for any party. [PL 1987, c. 155, §6 (NEW).]

8. Annual report. The board shall issue an annual report to the Commissioner of Agriculture, Conservation and Forestry and to the joint standing committee of the Legislature having jurisdiction over agriculture on or before January 15th of each year regarding the operation of this subchapter. This annual report shall take into consideration the following issues as the Maine Agricultural Bargaining Board reviews the effectiveness of the Maine Agricultural Marketing and Bargaining Act of 1973: A. Unfair practices; [PL 1987, c. 155, §6 (NEW).] B. Qualification of grower associations; [PL 1987, c. 155, §6 (NEW).] C. Funding of the Maine Agricultural Bargaining Board; [PL 1987, c. 155, §6 (NEW).] D. Investigation and hearing procedures; [PL 1987, c. 155, §6 (NEW).] E. Any other issues relating to this subchapter; and [PL 1987, c. 155, §6 (NEW).] F. Any recommended changes to this subchapter. [PL 1987, c. 155, §6 (NEW).] [PL 1987, c. 155, §6 (NEW); PL 2011, c. 657, Pt. W, §6 (REV).]
13 M.R.S. § 1344 — ME Code / Title 13 / Part 2 / Chapter 83 / Section 1344
13 §1344. Supervisory control of health authorities
Status: in_force

The Bureau of Health shall have supervisory control over the erection of any such community mausoleum and shall enforce compliance with the approved plans and specifications therefor. Such bureau shall determine the reasonable amount of compensation for such supervision, which compensation shall be paid by the cemetery association or other agency erecting such community mausoleum. No departure from the original plans and specifications shall be permitted, except upon approval of the said Bureau of Health evidenced in like manner and form as the approval of the original plans and specifications.
13-C M.R.S. § 1421 — ME Code / Title 13-C / Chapter 14 / Section 1421
13-C §1421. Procedure for and effect of administrative dissolution
Status: in_force

1. Notice of determination to administratively dissolve corporation. If the Secretary of State determines that one or more grounds exist under section 1420 for dissolving a corporation, the Secretary of State shall serve the corporation with written notice of that determination as required by subsection 8 . [PL 2007, c. 323, Pt. C, §22 (AMD); PL 2007, c. 323, Pt. G, §4 (AFF).]

2. Administrative dissolution. The corporation is administratively dissolved if within 60 days after the notice under subsection 1 was issued and is perfected under subsection 8 the Secretary of State determines that the corporation has failed to correct the ground or grounds for the dissolution. The Secretary of State shall send notice to the corporation as required by subsection 8 that recites the ground or grounds for dissolution and the effective date of dissolution. [PL 2007, c. 323, Pt. C, §23 (AMD); PL 2007, c. 323, Pt. G, §4 (AFF).]

3. Effect of administrative dissolution; prohibition. A corporation administratively dissolved continues its corporate existence but may not transact any business in this State except as necessary to wind up and liquidate its business and affairs under section 1406 and notify claimants under sections 1407 and 1408 . [PL 2003, c. 631, §25 (AMD).]

4. Authority of clerk. The administrative dissolution of a corporation does not terminate the authority of its clerk. [PL 2001, c. 640, Pt. A, §2 (NEW); PL 2001, c. 640, Pt. B, §7 (AFF).]

5. Protecting corporate name after administrative dissolution. The name of a corporation remains in the Secretary of State's records of corporate names and protected for a period of 3 years following administrative dissolution. [PL 2001, c. 640, Pt. A, §2 (NEW); PL 2001, c. 640, Pt. B, §7 (AFF).]

6. Prohibition. [PL 2003, c. 631, §26 (RP).]

7. Notice to Superintendent of Financial Institutions in case of financial institution or credit union. In the case of a financial institution authorized to do business in this State or a credit union authorized to do business in this State, as defined in Title 9‑B , the Secretary of State shall notify the Superintendent of Financial Institutions within a reasonable time prior to administratively dissolving the financial institution or credit union under this section. [PL 2003, c. 631, §27 (NEW).]

8. Delivery of notice. The Secretary of State shall send notice of its determination under subsection 1 by regular mail and the service upon the corporation is perfected 5 days after the Secretary of State deposits its determination in the United States mail, as evidenced by the postmark, if mailed postpaid and correctly addressed to the clerk of the corporation. [PL 2007, c. 323, Pt. C, §24 (NEW); PL 2007, c. 323, Pt. G, §4 (AFF).]
13 M.R.S. § 1101-B — ME Code / Title 13 / Part 2 / Chapter 83 / Section 1101-B
13 §1101-B. Ancient burying grounds
Status: in_force

1. Access to ancient burying grounds on privately owned land. The owner of an ancient burying ground shall provide a municipality or its caretaker designated pursuant to section 1101 access necessary to perform the duties pursuant to section 1101 and Title 30-A, section 2901 . Any unreasonable denial to provide access may result in the owner being held responsible for any fines, court costs and attorney's fees incurred by municipalities in legally obtaining access or for failing to meet the requirements of section 1101 . [PL 2013, c. 421, §2 (AMD).]

2. Maintenance by landowner. A person who owns a parcel of land that contains an ancient burying ground and chooses to deny access to the municipality or its caretaker designated pursuant to section 1101 shall assume the duties as described in section 1101 and Title 30-A, section 2901, subsection 1 . Maintenance of an ancient burying ground by the owner exempts the municipality from performing the duties as described in section 1101 . A municipality or its caretaker designated pursuant to section 1101 to carry out the municipality's functions regarding an ancient burying ground must have access to any ancient burying ground within the municipality in order to determine if the ancient burying ground is being maintained in good condition and repair. If an ancient burying ground or a veteran's grave within an ancient burying ground is not maintained in good condition and repair, the municipality may take over the care or appoint a caretaker to whom it delegates the municipality's functions regarding an ancient burying ground. [PL 2013, c. 524, §3 (AMD).]

3. Documentation; lack of documentation or apparent marked boundaries. The existence of an ancient burying ground may be documented in papers, including: A. Records of the register of deeds; [PL 2019, c. 561, §3 (NEW).] B. Property deeds; [PL 2019, c. 561, §3 (NEW).] C. Manuscripts or published records of the history of a county or municipality; [PL 2019, c. 561, §3 (NEW).] D. Records of a municipality; or [PL 2019, c. 561, §3 (NEW).] E. Historical or current maps. [PL 2019, c. 561, §3 (NEW).] A lack of documentation of an ancient burying ground as described in this subsection may not disprove the existence of an ancient burying ground if there is physical evidence of its existence. A lack of apparent marked boundaries of an ancient burying ground may not disprove the existence of an ancient burying ground. [PL 2019, c. 561, §3 (NEW).]
13-C M.R.S. § 204 — ME Code / Title 13-C / Chapter 2 / Section 204
13-C §204. Liability for preincorporation transactions
Status: in_force

All persons purporting to act as or on behalf of a corporation, knowing there was no incorporation under this Act, are jointly and severally liable for all liabilities created while so acting. [PL 2001, c. 640, Pt. A, §2 (NEW); PL 2001, c. 640, Pt. B, §7 (AFF).]
13-B M.R.S. § 302-A — ME Code / Title 13-B / Chapter 3 / Section 302-A
13-B §302-A. Reserved name
Status: reserved

1. Reserve use of name. A person may reserve the exclusive use of a corporate name, including an assumed or fictitious name, by executing and delivering for filing as provided in section 106 an application to the Secretary of State. The application must be executed by a duly authorized person and must set forth the name and address of the applicant and the name proposed to be reserved. If the Secretary of State finds that the corporate name applied for is available, the Secretary of State shall reserve the name for the applicant's exclusive use for a period of 120 days. The reservation may not be renewed, but after the expiration of the reservation, the same name may be reserved by the same or another applicant. [PL 2013, c. 99, §1 (AMD).]

2. Transfer of reservation. The owner of a reserved corporate name under subsection 1 may transfer the reservation to another person by executing and delivering for filing to the Secretary of State as provided in section 106 a notice of the transfer, signed by the transferor, that states the name and address of the transferee. [PL 2003, c. 344, Pt. B, §11 (NEW).]
13-C M.R.S. § 142 — ME Code / Title 13-C / Chapter 1 / Section 142
13-C §142. Access to Secretary of State's database
Status: in_force

The Secretary of State may provide public access to the database of the Department of the Secretary of State through a dial-in modem, public terminals and electronic duplicates of the database. If access to the database is provided to the public, the Secretary of State may adopt rules to establish a fee schedule and governing procedures. Rules adopted pursuant to this section are routine technical rules as defined in Title 5, chapter 375, subchapter 2-A . [PL 2003, c. 344, Pt. B, §40 (NEW).]
13-C M.R.S. § 1321 — ME Code / Title 13-C / Chapter 13 / Section 1321
13-C §1321. Notice of appraisal rights
Status: in_force

1. Meeting notice. If a proposed corporate action described in section 1302 is to be submitted to a vote at a shareholders' meeting, the meeting notice must state that the corporation has concluded that shareholders are, are not or may be entitled to assert appraisal rights under this chapter. If the corporation concludes that appraisal rights are or may be available, a copy of this chapter must accompany the meeting notice sent to those record shareholders entitled to exercise appraisal rights. [PL 2001, c. 640, Pt. A, §2 (NEW); PL 2001, c. 640, Pt. B, §7 (AFF).]

2. Notice of corporate action. In a merger pursuant to section 1105 , the parent corporation shall notify in writing all record shareholders of the subsidiary who are entitled to assert appraisal rights that a corporate action became effective. The notice must be sent within 10 days after the corporate action became effective and include the materials described in section 1323 . [PL 2001, c. 640, Pt. A, §2 (NEW); PL 2001, c. 640, Pt. B, §7 (AFF).]

3. Action by written consent. If a corporate action specified in section 1302 is to be approved by written consent of the shareholders pursuant to section 704 : A. Written notice that appraisal rights are, are not or may be available must be sent to each record shareholder from whom a consent is solicited at the time consent of such shareholder is first solicited and, if the corporation has concluded that appraisal rights are or may be available, must be accompanied by a copy of this chapter; and [PL 2011, c. 274, §67 (AMD).] B. Written notice that appraisal rights are, are not or may be available must be delivered together with the notice to nonconsenting voting and nonvoting shareholders as required by section 704, subsections 4 and 5 , may include the materials described in section 1323 and, if the corporation has concluded that appraisal rights are or may be available, must be accompanied by a copy of this chapter. [PL 2007, c. 289, §33 (NEW).] [PL 2011, c. 274, §67 (AMD).]
13 M.R.S. § 1958-B — ME Code / Title 13 / Part 2 / Chapter 85 / Section 1958-B
13 §1958-B. Dispute resolution
Status: in_force

1. Voluntary mediation. At any time prior to the commencement of required mediation under subsection 2 , a handler and a qualified association may mutually agree to obtain or may unilaterally obtain the services of a mediator. Regardless whether mediation is sought mutually or unilaterally, both parties shall participate in mediation in good faith. The parties must use the services of the State's Panel of Mediators for mediation and must share all costs of mediation equally. Costs of mediation and any applicable state cost allocation program charges must be paid into a special fund administered by the Maine Labor Relations Board. The Executive Director of the Maine Labor Relations Board shall authorize mediation services and expenditures incurred by members of the panel. All costs must be paid from that special fund. The executive director may estimate costs upon receipt of a request for services and collect those costs prior to providing the services. The executive director shall bill or reimburse the parties, as appropriate, for any difference between the estimated costs that were collected and the actual costs of providing the services. Once one party has paid its share of the estimated cost of providing the service, the mediator is assigned. A party who has not paid an invoice for the estimated or actual cost of providing services within 60 days of the date the invoice was issued is, in the absence of good cause shown, liable for the amount of the invoice together with a penalty in the amount of 25% of the amount of the invoice. Any penalty amount collected pursuant to this provision remains in the special fund administered by the Maine Labor Relations Board and that fund does not lapse. The executive director is authorized to collect any sums due and payable pursuant to this provision through civil action. In such an action, the court shall allow litigation costs, including court costs and reasonable attorney's fees, to be deposited in the General Fund if the executive director is the prevailing party in the action. Voluntary mediation may not last for more than 3 days for annual crops; voluntary mediation for all other commodities may not last more than 5 days. Mediation may be extended by mutual agreement by the bargaining parties. [PL 1991, c. 798, §1 (AMD).]

2. Required mediation. Any matters remaining in dispute between the handler and a qualified association 30 days prior to the contract date, as defined in subsection 4 , must be submitted by the parties to required mediation. No later than 30 days prior to the contract date, the parties must have mutually agreed on a mediator and on sharing the costs of mediation or must have notified the board that the services of the State's Panel of Mediators will be needed. If services of the State's Panel of Mediators are used, the parties shall share all costs of mediation equally. Mediation may not continue for more than 3 consecutive business days for annual crops; all other commodities may not last more than 5 days, unless the mediator earlier declares that resolution by mediation is not possible. Mediation may be extended by mutual agreement by the bargaining parties. At the end of the mediation period or upon the mediator's earlier declaration, the mediator shall promptly prepare a report specifying all agreements reached in mediation and recommending that the parties either resume bargaining as to all matters remaining in dispute for a period of time not to exceed 2 days or that the parties submit all matters remaining in dispute to arbitration. The parties shall proceed according to the mediator's recommendation. If the parties are to resume bargaining, that bargaining must commence on the day after the day on which the mediator makes the recommendation. Any matters remaining in dispute at the end of the specified bargaining period must be submitted to arbitration. [PL 2003, c. 329, §5 (AMD).]

3. Different contract date. Once a contract date has been established as provided in subsection 2 , the parties may mutually agree to a different contract date, provided that they do so no less than 45 days prior to the contract date established as provided in subsection 4 . [PL 1987, c. 155, §15 (NEW).]

4. Definition. The term "contract date" as used in subsection 2 , shall have the following meaning. A. Where, on the effective date of this section, there is no contract under this article in existence between the parties, the contract date shall be the date set by the board, in consultation with the parties, as the date by which a contract must be signed by both parties. After that date, as between those parties, the contract date shall be the anniversary of the date set by the board initially. [PL 1987, c. 155, §15 (NEW).] B. Where, on the effective date of this section, a contract under this article exists between the parties, the contract date shall be the anniversary of the date upon which that contract was signed by both parties. [PL 1987, c. 155, §15 (NEW).] [PL 1987, c. 155, §15 (NEW).]

5. Arbitration. The parties shall notify the board and the Commissioner of Agriculture, Conservation and Forestry at the commencement of required mediation and an arbitrator must be selected as provided in paragraph D . One day after the mediator recommends arbitration or one day after the conclusion of the period of further bargaining, as provided in subsection 2 , each party shall submit to the arbitrator its final offer in which it shall identify all matters as to which the parties agree with contractual language setting forth these agreements, and all matters as to which the parties do not agree with contractual language setting forth the party's final offer for resolution of those disagreements. A. For all matters submitted to arbitration, the arbitrator shall choose between the final offers of the parties. If the parties reach an agreement on the matters under arbitration before the arbitrator issues a decision, they may submit a joint final offer that the arbitrator shall accept and render as the decision. The arbitrator may hold hearings and administer oaths, examine witnesses and documents, take testimony and receive evidence, and issue subpoenas to compel the attendance of witnesses and the production of records. A person who fails to obey the subpoena of an arbitrator may be punished for contempt of court on application by the arbitrator to the Superior Court for the county in which the failure occurs. The arbitrator may utilize other information in addition to that provided by or elicited from the parties. The arbitrator shall issue a decision within 10 days of the commencement of arbitration and that decision shall be binding on the parties. If the parties reach an agreement on the matters in the arbitrator's decision prior to signing the contract, they may submit a joint final offer to the arbitrator. The arbitrator shall rescind the previous decision and accept and render the joint final offer as the decision. [PL 1989, c. 703, §2 (RPR).] B. Within 5 days of the arbitrator's decision, the board shall prepare a contract which must include all terms agreed to by the parties in bargaining or settled by voluntary or required mediation or by arbitration and must present the contract to the parties who shall sign the contract within 2 days of its presentation. [PL 1989, c. 703, §2 (RPR).] C. The commissioner, in consultation with the board, shall establish a panel of arbitrators, who must be qualified by education, training or experience to carry out the responsibilities of an arbitrator under this article. [PL 1989, c. 703, §2 (RPR).] D. Upon notification by the parties as provided in this subsection, the commissioner shall submit to the parties a list containing an odd number of names of members of the panel of arbitrators who are available for the specific pending arbitration and have expressed a willingness to serve. The parties shall alternately strike names from the list until a single name is left, who shall serve as the arbitrator. The order of striking names must be determined by chance. [PL 2003, c. 329, §6 (AMD).] E. All costs of arbitration must be borne equally by the parties. The arbitrator shall submit a statement of charges and expenses to the parties and to the board. Each party shall pay the arbitrator directly. [PL 1989, c. 703, §2 (RPR).] [PL 2003, c. 329, §6 (AMD); PL 2011, c. 657, Pt. W, §6 (REV).]

5-A. Criteria for arbitrator decisions. The arbitrator shall consider the following factors in making a decision pursuant to subsection 5 : A. Prices or projected prices for the agricultural commodity paid by competing handlers in the market area or competing market areas; [PL 1989, c. 703, §3 (NEW).] B. The quantity of the commodity produced or projections of production in the production area or competing market areas; [PL 1989, c. 703, §3 (NEW).] C. The relationship between the quantity produced and the quantity handled by the handler; [PL 1989, c. 703, §3 (NEW).] D. The producer's costs of production including the cost that would be involved in paying labor a fair wage rate; [PL 2019, c. 248, §5 (AMD).] E. The average consumer prices for goods and services, commonly known as the cost of living; [PL 1989, c. 703, §3 (NEW).] F. The impact of the award on the competitive position of the handler in the market area or competing market areas; [PL 1989, c. 703, §3 (NEW).] G. The impact of the award on the competitive position of the agricultural commodity in relationship to competing commodities; [PL 1989, c. 703, §3 (NEW).] H. A fair return on investment; [PL 1989, c. 703, §3 (NEW).] I. The kind, quality or grade of the commodity involved; [PL 1989, c. 703, §3 (NEW).] J. Prior agreements of the parties; and [PL 1989, c. 703, §3 (NEW).] K. Other factors which are normally or traditionally taken into consideration in determining prices, quality, quantity and the costs of other services involved. [PL 1989, c. 703, §3 (NEW).] [PL 2019, c. 248, §5 (AMD).]

6. Violation. Failure by a party to comply with any of the requirements of this section is a violation of this article. [PL 1987, c. 155, §15 (NEW).]
13 M.R.S. § 1645 — ME Code / Title 13 / Part 2 / Chapter 85 / Section 1645
13 §1645. Allocation and distribution of net savings
Status: in_force

At least once a year the members or the directors, or both, as the articles or bylaws may provide, shall apportion the net savings of the association in the following order.

1. Reserve fund. Not less than 10% shall be placed in a reserve fund until such time as the fund shall equal at least 50% of the paid-up capital; and such fund may be used in the general conduct of the business. The amounts apportioned to the reserve fund shall be allocated on the books of the association on a patronage basis, or in lieu thereof, the books and records of the association shall afford a means for doing so in order that upon dissolution or earlier, if deemed advisable, such reserves may be returned to the patrons who have contributed the same, subject to the limitations of the section on dissolution herein;

2. Return upon capital. A return upon capital, within the limitations of sections 1507 , 1641 to 1644 , 1691 and 1692 , may be paid upon share capital; but such return upon capital may be paid only out of the surplus of the aggregate of the assets over the aggregate of the liabilities, including in the latter the amount of the capital stock, after deducting from such aggregate of the assets the amount by which such aggregate was increased by unrealized appreciation in value or revaluation of fixed assets.

3. Educational fund. A portion of the remainder, as determined by the articles or bylaws, shall be allocated to an educational fund to be used in teaching cooperation, and a portion may be allocated to funds for the general welfare of the members of the association.

4. Patronage. The remainder must be allocated at the same uniform rate to all patrons of the association in proportion to their individual patronage: A. In the case of a member patron, the patron's proportionate amount of savings returns must be distributed to the patron unless the patron agrees that the association should credit the amount to the patron's account toward the purchase of an additional share or shares or additional membership capital; [RR 2025, c. 1, Pt. E, §8 (COR).] B. In the case of a subscriber patron, the patron's proportionate amount of savings returns may, as the articles or bylaws provide, be distributed to the patron or credited to the patron's account until the amount of capital subscribed for has been fully paid; [RR 2025, c. 1, Pt. E, §8 (COR).] C. In the case of a nonmember patron, the patron's proportionate amount of savings returns must be set aside in a general fund for such patrons and must be allocated to individual nonmember patrons only upon request and presentation of evidence of the amount of their patronage. Any savings returns so allocated must be credited to the patron toward payment of the minimum amount of share or membership capital necessary for membership or may be paid to the patron. When a sum equal to this amount has been accumulated and so credited at any time within a period of time specified in the bylaws, a patron must be considered and become a member of the association if the patron so agrees or requests and complies with any provisions in the bylaws for admission to membership. The certificates of shares or membership to which the patron is entitled must then be issued to the patron; and [RR 2025, c. 1, Pt. E, §8 (COR).] D. If within any periods of time specified in the articles or bylaws: (1) A subscriber has not accumulated and paid in the amount of capital subscribed for; (2) A nonmember patron has not accumulated in the patron's individual account the sum necessary for membership; or (3) A nonmember patron has accumulated the sum necessary for membership, but neither requests nor agrees to become a member or fails to comply with the provisions of the bylaws, if any, for admission to membership; then the amounts so accumulated or paid in must go to the educational fund, and thereafter the member or other patron does not have any rights in the paid-in capital or accumulated savings returns as such. This section does not prevent an association operating under this subchapter that is engaged in rendering services from disposing of the net savings from the rendering of such services in such manner as to lower the fees charged for services or otherwise to further the common benefit of the members. This section does not prevent an association from adopting a system whereby the payment of savings returns that would otherwise be distributed must be deferred for a fixed period of months or years, nor from adopting a system whereby the savings returns distributed must be partly in cash and partly in shares, such shares to be retired at a fixed future date in the order of the serial number or date of issue. [RR 2025, c. 1, Pt. E, §8 (COR).] [RR 2025, c. 1, Pt. E, §8 (COR).]
13 M.R.S. § 2053 — ME Code / Title 13 / Part 2 / Chapter 87 / Section 2053
13 §2053. Contents
Status: in_force

The articles of incorporation shall state:

1. Name. The name of the association;

2. Purposes. The purposes for which it is formed;

3. Location. The municipality and county where the principal office for the transaction of business of the corporation is to be located;

4. Directors. The number of directors thereof, which shall be not less than 3 and may be any number in excess thereof; the term of office of such directors; and the names and residences of those who are to serve as directors for the first year, or until election and qualification of their successors.
13-C M.R.S. § 127 — ME Code / Title 13-C / Chapter 1 / Section 127
13-C §127. Filing duty of Secretary of State
Status: in_force

1. Duty to file. If a document delivered to the office of the Secretary of State for filing pursuant to this Act satisfies the requirements of section 121 , the Secretary of State shall file the document. [PL 2001, c. 640, Pt. A, §2 (NEW); PL 2001, c. 640, Pt. B, §7 (AFF).]

2. Recording as filed; acknowledgment. The Secretary of State files a document pursuant to subsection 1 by recording it as filed on the date of receipt. After filing a document, the Secretary of State shall deliver to the domestic or foreign corporation or its representative a copy of the document with an acknowledgement of the date of filing. If the person delivering the document for filing so requests, the acknowledgment must further include the hour and minute of filing. [PL 2001, c. 640, Pt. A, §2 (NEW); PL 2001, c. 640, Pt. B, §7 (AFF).]

3. Refusal to file; written explanation. If the Secretary of State refuses to file a document, the Secretary of State shall return it to the domestic or foreign corporation or its representative within 5 days after the document was delivered, together with a brief, written explanation of the reason for the refusal. [PL 2001, c. 640, Pt. A, §2 (NEW); PL 2001, c. 640, Pt. B, §7 (AFF).]

4. Ministerial. The Secretary of State's duty to file a document under this section is ministerial, and the filing or refusal to file a document does not: A. Affect the validity or invalidity of the document in whole or part; [PL 2001, c. 640, Pt. A, §2 (NEW); PL 2001, c. 640, Pt. B, §7 (AFF).] B. Relate to the correctness or incorrectness of information contained in the document; or [PL 2001, c. 640, Pt. A, §2 (NEW); PL 2001, c. 640, Pt. B, §7 (AFF).] C. Create a presumption that the document is valid or invalid or that information contained in the document is correct or incorrect. [PL 2001, c. 640, Pt. A, §2 (NEW); PL 2001, c. 640, Pt. B, §7 (AFF).] [PL 2001, c. 640, Pt. A, §2 (NEW); PL 2001, c. 640, Pt. B, §7 (AFF).]
13-B M.R.S. § 1216 — ME Code / Title 13-B / Chapter 12 / Section 1216
13-B §1216. Members' inspection of records of foreign corporations
Status: in_force

1. Right to inspect corporate records. Every foreign corporation, authorized to carry on activities in this State and actually keeping or maintaining within this State any books or records, shall afford to its members the same right to inspect books and records kept or maintained in this State, including, but not limited to, records of members as is provided in this Act in the case of domestic corporations. [PL 1977, c. 525, §13 (NEW).]
13-B M.R.S. § 702 — ME Code / Title 13-B / Chapter 7 / Section 702
13-B §702. Number and election of directors
Status: in_force

1. Number of directors fixed by bylaws. The number of directors of a corporation shall not be less than 3. Subject to such limitation, the number of directors or a maximum and minimum number of directors shall be fixed by the bylaws or articles of incorporation. The number of directors may be increased or decreased from time to time by amendment to the bylaws, unless the articles of incorporation provide that a change in the number of directors shall be made only by amendment of the articles of incorporation. If the articles of incorporation or bylaws set a maximum and minimum number of directors, the number of directors may be increased or decreased by a resolution of the members, or by a resolution of the directors, if the articles authorize such a resolution. No decrease in number shall have the effect of shortening the term of any incumbent director. In the absence of a bylaw fixing the number of directors, the number shall be the same as that stated in the articles of incorporation. [PL 1977, c. 525, §13 (NEW).]

2. First board of directors named in articles of incorporation. The directors constituting the first board of directors shall either be named in the articles of incorporation or elected by the incorporators and shall hold office until the first annual meeting of members or for such other period as may be specified in the articles of incorporation or the bylaws. Thereafter, directors shall be elected or appointed in the manner and for the terms provided in the articles of incorporation or by the bylaws. In the absence of a provision fixing the term of office, the term of office of a director shall be for one year. [PL 1977, c. 525, §13 (NEW).]

3. Directors divided into classes. Directors may be divided into classes and the terms of office of the several classes need not be uniform. Each director shall hold office for the term to which he is elected or appointed and until his successor shall have been elected or appointed and qualified. [PL 1977, c. 525, §13 (NEW).]
13-C M.R.S. § 1433 — ME Code / Title 13-C / Chapter 14 / Section 1433
13-C §1433. Decree of dissolution
Status: in_force

1. Decree dissolving corporation. If after a hearing a court determines that one or more grounds for judicial dissolution described in section 1430 exist, it may enter a decree dissolving a corporation and specifying the effective date of the dissolution, and the clerk of the court shall deliver a certified copy of the decree to the Secretary of State, who shall file it. [PL 2001, c. 640, Pt. A, §2 (NEW); PL 2001, c. 640, Pt. B, §7 (AFF).]

2. Liquidation of corporation. After entering a decree of dissolution under subsection 1 , the court shall direct the winding-up and liquidation of the corporation's business and affairs in accordance with section 1406 and the notification of claimants in accordance with sections 1407 and 1408 . [PL 2001, c. 640, Pt. A, §2 (NEW); PL 2001, c. 640, Pt. B, §7 (AFF).]
13 M.R.S. § 1221 — ME Code / Title 13 / Part 2 / Chapter 83 / Section 1221
13 §1221. Proceedings
Status: in_force

Any private cemetery or burying ground, by written agreement of all the owners thereof, recorded by the clerk of the town in which it is situated may, by vote of such town within one month after the recording of such agreement by the town clerk, become public and subject to the law relating to public cemeteries or burying grounds, provided such agreement is not in conflict with the terms of any conveyance or devise of land for the purposes of a burying ground.
13-C M.R.S. § 624 — ME Code / Title 13-C / Chapter 6 / Section 624
13-C §624. Share dividends
Status: in_force

1. Pro rata shares. Unless a corporation's articles of incorporation provide otherwise, shares may be issued pro rata and without consideration to the corporation's shareholders or to the shareholders of one or more classes or series of shares. An issuance of shares under this subsection is a share dividend. [PL 2001, c. 640, Pt. A, §2 (NEW); PL 2001, c. 640, Pt. B, §7 (AFF).]

2. Shares of different classes. Shares of one class or series may not be issued as a share dividend in respect of shares of another class or series unless: A. The articles of incorporation so authorize; [PL 2001, c. 640, Pt. A, §2 (NEW); PL 2001, c. 640, Pt. B, §7 (AFF).] B. A majority of the votes entitled to be cast by the class or series to be issued approves the issue; or [PL 2001, c. 640, Pt. A, §2 (NEW); PL 2001, c. 640, Pt. B, §7 (AFF).] C. There are no outstanding shares of the class or series to be issued. [PL 2001, c. 640, Pt. A, §2 (NEW); PL 2001, c. 640, Pt. B, §7 (AFF).] [PL 2001, c. 640, Pt. A, §2 (NEW); PL 2001, c. 640, Pt. B, §7 (AFF).]

3. Record date. If a corporation's board of directors does not fix the record date for determining shareholders entitled to a share dividend, the record date is the date the board of directors authorizes the share dividend. [PL 2001, c. 640, Pt. A, §2 (NEW); PL 2001, c. 640, Pt. B, §7 (AFF).]
13-B M.R.S. § 1302 — ME Code / Title 13-B / Chapter 13 / Section 1302
13-B §1302. Failure to file annual report; incorrect report; penalties
Status: in_force

1. Failure to file annual report; penalty. A domestic or foreign corporation that is required to deliver an annual report for filing, as provided by section 1301 , that fails to deliver its properly completed annual report to the Secretary of State shall pay, in addition to the regular annual report fee, the late filing penalty described in section 1401, subsection 34 , as long as the report is received by the Secretary of State prior to administrative dissolution or revocation. Upon a corporation's failure to file the annual report and to pay the annual report fee or the penalty, the Secretary of State, notwithstanding Title 4, chapter 5 and Title 5, chapter 375 , shall revoke a foreign corporation's authority to carry on activities in this State and administratively dissolve a domestic corporation. The Secretary of State shall use the procedures set forth in section 1113 to administratively dissolve a domestic corporation and the procedures set forth in section 1210-B to revoke a foreign corporation's authority to carry on activities in this State. A domestic corporation that has been administratively dissolved under section 1113 must follow the requirements set forth in section 1114 to reinstate. [PL 2003, c. 631, §7 (AMD).]

2. Nonconformity. If the Secretary of State finds that an annual report of a domestic or foreign corporation delivered for filing does not conform with the requirements of section 1301 , the Secretary of State may return the report for correction. [PL 2003, c. 631, §7 (AMD).]

3. Excusable neglect. If the annual report of a domestic or foreign corporation is not delivered for filing within the time specified in section 1301 , the corporation is excused from the liability provided in this section and from any other penalty for failure to timely file the report if it establishes, to the satisfaction of the Secretary of State, that its failure to file was the result of excusable neglect and it furnishes the Secretary of State a copy of the report within 30 days after it learns that the Secretary of State failed to receive the original report. [PL 2003, c. 631, §7 (AMD).]

4. Notice to Attorney General in case of public benefit corporation. [PL 2003, c. 631, §7 (RP).]
13-C M.R.S. § 1622 — ME Code / Title 13-C / Chapter 16 / Section 1622
13-C §1622. Failure to file annual report; incorrect report; penalties
Status: in_force

1. Penalty. A domestic or foreign corporation required to deliver an annual report for filing as provided by section 1621 that fails to deliver its properly completed annual report to the Secretary of State shall pay, in addition to the regular annual report fee, the late filing penalty described in section 123, subsection 1, paragraph EE , as long as the report is received by the Secretary of State prior to administrative dissolution or revocation. Upon a corporation's failure to file the annual report and to pay the annual report fee or the penalty, the Secretary of State, notwithstanding Title 4, chapter 5 and Title 5, chapter 375 , shall revoke a foreign corporation's authority to do business in this State and administratively dissolve a domestic corporation. The Secretary of State shall use the procedures set forth in section 1421 to administratively dissolve a corporation and the procedures set forth in section 1532 to revoke a foreign corporation's authority to do business in this State. A domestic corporation that has been administratively dissolved under section 1421 must follow the procedures set forth in section 1422 to reinstate. [PL 2003, c. 631, §34 (AMD).]

2. Excusable neglect. If the annual report of a domestic or foreign corporation is not delivered for filing within the time specified in section 1621 , the corporation is excused from the liability provided in this section and from any other penalty for failure to timely file the report if it establishes, to the satisfaction of the Secretary of State, that its failure to file was the result of excusable neglect and it furnishes the Secretary of State with a copy of the report within 30 days after it learns that the Secretary of State failed to receive the original report. [PL 2001, c. 640, Pt. A, §2 (NEW); PL 2001, c. 640, Pt. B, §7 (AFF).]
13-B M.R.S. § 1107 — ME Code / Title 13-B / Chapter 11 / Section 1107
13-B §1107. Filing of claims in liquidation proceedings
Status: in_force

1. Proceedings to liquidate assets and affairs. In proceedings to liquidate the assets and affairs of a corporation, the court may require all creditors of the corporation to file with the clerk of the court or with the receiver, in such form as the court may prescribe, proofs under oath of their respective claims. If the court requires the filing of claims, it shall fix a date, which shall be not less than 4 months from the date of the order, as the last day for the filing of claims, and shall prescribe the notice that shall be given to creditors and claimants of the date so fixed. Prior to the date so fixed, the court may extend the time for the filing of claims. Creditors and claimants failing to file proofs of claims on or before the date so fixed may be barred, by order of court, from participating in the distribution of the assets of the corporation. [PL 1977, c. 525, §13 (NEW).]

2. Attachments dissolved. If it is determined in the course of such proceedings that the assets of the corporation, after subtracting the expenses of liquidating them and the expenses of the proceeding, will be less than the debts of the corporation, all attachments made within 4 months before the commencement of the action shall be dissolved. [PL 1977, c. 525, §13 (NEW).]
13 M.R.S. § 172 — ME Code / Title 13 / Part 1 / Chapter 5 / Section 172
13 §172. Evidence of interest in trust has no legal recognition
Status: in_force

No certificate of stock or other evidence of interest in any trust, combination or association, as named in section 171 , shall have legal recognition in any court in this State, and any deed of real estate given by any person, firm or corporation for the purpose of becoming interested in such trust, combination or association, or any mortgage given by the latter to the seller, as well as all certificates growing out of such transaction, shall be void.
13 M.R.S. § 741 — ME Code / Title 13 / Part 1 / Chapter 22-A / Section 741
13 §741. Issuance of shares
Status: in_force

1. Qualified shareholders. A professional corporation may issue shares, fractional shares and rights or options to purchase shares only to: A. Individuals who are authorized by law in this State or another state to render a professional service described in the corporation's articles of incorporation; [PL 2001, c. 640, Pt. B, §2 (NEW); PL 2001, c. 640, Pt. B, §7 (AFF).] A-1. Nonlicensed individuals authorized to organize with licensed individuals pursuant to section 732, subsection 3 ; [PL 2003, c. 344, Pt. D, §7 (NEW).] B. General partnerships in which all the partners are qualified persons with respect to the professional corporation and in which at least one partner is authorized by law in this State to render a professional service described in the corporation's articles of incorporation; [PL 2001, c. 640, Pt. B, §2 (NEW); PL 2001, c. 640, Pt. B, §7 (AFF).] C. Professional corporations, professional limited liability companies or professional limited liability partnerships, domestic or foreign, authorized by law in this State to render a professional service described in the corporation's articles of incorporation; [PL 2003, c. 344, Pt. B, §4 (AMD).] D. Any other entity that is authorized by law to provide the same professional service provided by the professional corporation; or [PL 2003, c. 344, Pt. B, §4 (AMD).] E. Any other person or entity, including employee stock ownership plans or programs and other employee ownership programs, that the licensing authority with jurisdiction over the professional corporation determines is qualified to hold shares of such a professional corporation. [PL 2003, c. 344, Pt. B, §5 (NEW).] [PL 2003, c. 344, Pt. B, §§4, 5 (AMD); PL 2003, c. 344, Pt. D, §7 (AMD).]

2. Licensing authority jurisdiction. If a licensing authority with jurisdiction over a profession considers it necessary to prevent violation of the ethical standards of the profession, the authority may adopt rules under its general rule-making authority or other regulatory authority to restrict or condition, or revoke in part, the authority of professional corporations subject to its jurisdiction to issue shares. A rule described in this subsection does not, of itself, make a shareholder of a professional corporation at the time the rule becomes effective a disqualified person. [PL 2001, c. 640, Pt. B, §2 (NEW); PL 2001, c. 640, Pt. B, §7 (AFF).]

3. Unlawful shares void. Shares issued in violation of this section or a rule described in subsection 2 are void. [PL 2001, c. 640, Pt. B, §2 (NEW); PL 2001, c. 640, Pt. B, §7 (AFF).]
13-C M.R.S. § 1531-A — ME Code / Title 13-C / Chapter 15 / Section 1531-A
13-C §1531-A. Grounds for revocation
Status: in_force

Notwithstanding Title 4, chapter 5 and Title 5, chapter 375 , the Secretary of State may commence a proceeding under section 1532 to revoke the authority of a foreign corporation authorized to transact business in this State if: [PL 2003, c. 631, §30 (NEW).]

1. Nonpayment of fees or penalties. The foreign corporation does not pay when they are due any fees or penalties imposed by this Title or other law; [PL 2003, c. 631, §30 (NEW).]

2. Failure to file annual report. The foreign corporation does not deliver its annual report to the Secretary of State as required by section 1621 ; [PL 2003, c. 631, §30 (NEW).]

3. Failure to pay late filing penalty. The foreign corporation does not pay the annual report late filing penalty as required by section 1622 ; [PL 2003, c. 631, §30 (NEW).]

4. Failure to maintain registered agent. The foreign corporation is without a registered agent in this State as required by Title 5, section 105, subsection 1 ; [PL 2007, c. 323, Pt. C, §32 (AMD); PL 2007, c. 323, Pt. G, §4 (AFF).]

5. Failure to notify of change of registered agent or address. The foreign corporation does not notify the Secretary of State that its registered agent has changed as required by Title 5, section 108, subsection 1 or the address of its registered agent has been changed as required by Title 5, section 109 or 110 or that its registered agent has resigned as required by Title 5, section 111 ; [PL 2007, c. 323, Pt. C, §33 (AMD); PL 2007, c. 323, Pt. G, §4 (AFF).]

6. Filing of false information. An incorporator, director, officer or agent of the foreign corporation signed a document with the knowledge that the document was false in a material respect and with the intent that the document be delivered to the Secretary of State for filing; or [PL 2003, c. 631, §30 (NEW).]

7. Authenticated certificate of dissolution or merger. The Secretary of State receives a duly authenticated certificate from the secretary of state or other official having custody of corporate records in the state or country under whose law the foreign corporation is incorporated stating that the foreign corporation has been dissolved or has disappeared as the result of a merger in its jurisdiction of incorporation. [PL 2003, c. 631, §30 (NEW).]
13-B M.R.S. § 714 — ME Code / Title 13-B / Chapter 7 / Section 714
13-B §714. Indemnification of officers, directors, employees and agents; insurance
Status: in_force

1. Power to indemnify. A corporation shall have power to indemnify, or if so provided in the bylaws shall in all cases indemnify, any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative, by reason of the fact that he is or was a director, officer, employee or agent of the corporation, or is or was serving at the request of the corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, against expenses, including attorneys' fees, judgments, fines and amounts paid in settlement actually and reasonably incurred by him in connection with such action, suit or proceeding; provided that no indemnification shall be provided for any person with respect to any matter as to which he shall have been finally adjudicated in any action, suit or proceeding not to have acted in good faith in the reasonable belief that his action was in the best interests of the corporation or, with respect to any criminal action or proceeding, had reasonable cause to believe that his conduct was unlawful. The termination of any action, suit or proceeding by judgment, order or conviction adverse to such person, or by settlement or plea of nolo contendere or its equivalent, shall not of itself create a presumption that such person did not act in good faith in the reasonable belief that his action was in the best interests of the corporation, and, with respect to any criminal action or proceeding, had reasonable cause to believe that his conduct was unlawful. [PL 1977, c. 525, §13 (NEW).]

2. Indemnity against expenses. Any provision of subsections 1 or 3 to the contrary notwithstanding, to the extent that a director, officer, employee or agent of a corporation has been successful on the merits or otherwise in defense of any action, suit or proceeding referred to in subsection 1 , or in defense of any claim, issue or matter therein, he shall be indemnified against expenses, including attorneys' fees, actually and reasonably incurred by him in connection therewith. The right to indemnification granted by this subsection may be enforced by a separate action against the corporation, if an order for indemnification is not entered by a court in the action, suit or proceeding wherein he was successful on the merits or otherwise. [PL 1977, c. 525, §13 (NEW).]

3. Indemnity made by corporation. Any indemnification under subsection 1 , unless ordered by a court or required by the bylaws, shall be made by the corporation only as authorized in the specific case upon a determination that indemnification of the director, officer, employee or agent is proper in the circumstances because he has met the applicable standard of conduct set forth in subsection 1 . Such determination shall be made by the board of directors by a majority vote of a quorum consisting of directors who were not parties to such action, suit or proceeding, or if such a quorum is not obtainable, or even if obtainable, if a quorum of disinterested directors so directs, by independent legal counsel in a written opinion. Such a determination, once made by the board of directors may not be revoked by the board of directors, and upon the making of such determination by the board of directors, the director, officer, employee or agent may enforce the indemnification against the corporation by a separate action notwithstanding any attempted or actual subsequent action by the board of directors. [PL 1981, c. 470, Pt. A, §31 (AMD).]

4. Expenses incurred in civil or criminal action. Expenses incurred in defending a civil or criminal action, suit or proceeding may be paid by the corporation in advance of the final disposition of such action, suit or proceeding as authorized by the board of directors in the manner provided in subsection 3 upon receipt of an undertaking by or on behalf of the director, officer, employee or agent to repay such amount, unless it shall ultimately be determined that he is entitled to be indemnified by the corporation as authorized in this section. [PL 1977, c. 525, §13 (NEW).]

5. Provisions of indemnification. The indemnification provided by this section shall not be deemed exclusive of any other rights to which those indemnified may be entitled under any bylaw, agreement, vote of disinterested directors or otherwise, both as to action in his official capacity and as to action in another capacity while holding such office, and shall continue as to a person who has ceased to be a director, officer, employee or agent and shall inure to the benefit of the heirs, executors and administrators of such a person. A right to indemnification required by the bylaws may be enforced by a separate action against the corporation, if an order for indemnification has not been entered by a court in any action, suit or proceeding in respect to which indemnification is sought. [PL 1979, c. 541, Pt. A, §134 (AMD).]

6. Power to purchase and maintain insurance. A corporation shall have power to purchase and maintain insurance on behalf of any person who is or was a director, officer, employee or agent of the corporation, or is or was serving at the request of the corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise against any liability asserted against him and incurred by him in any such capacity, or arising out of his status as such, whether or not the corporation would have the power to indemnify him against such liability under this section. [PL 1977, c. 525, §13 (NEW).]
13-C M.R.S. § 102 — ME Code / Title 13-C / Chapter 1 / Section 102
13-C §102. Definitions
Status: in_force

As used in this Act, unless the context otherwise indicates, the following terms have the following meanings. [PL 2001, c. 640, Pt. A, §2 (NEW); PL 2001, c. 640, Pt. B, §7 (AFF).]

1. Articles of incorporation. "Articles of incorporation" means the original or restated articles of incorporation and all amendments thereto. "Articles of incorporation" includes articles of merger, articles of consolidation, articles of domestication, articles of conversion, a certificate of incorporation and what has previously been designated as "articles of agreement" for a corporation and certificate of organization. "Articles of incorporation" also includes special acts of the Legislature chartering corporations that could not be organized under general acts. If any document filed under this Act restates the articles of incorporation in their entirety, the articles do not include any prior documents. [PL 2001, c. 640, Pt. A, §2 (NEW); PL 2001, c. 640, Pt. B, §7 (AFF).]

2. Authorized shares. "Authorized shares" means the shares of all classes that a domestic or foreign corporation is authorized to issue. [PL 2001, c. 640, Pt. A, §2 (NEW); PL 2001, c. 640, Pt. B, §7 (AFF).]

2-A. Close corporation. "Close corporation" means a corporation that, at any given time, has not more than 20 shareholders of all classes of shares, whether or not the shareholders are entitled to vote. For purposes of determining whether a corporation is a close corporation, 2 or more persons owning shares of record in their names as joint tenants are counted as a single shareholder. [PL 2003, c. 344, Pt. B, §29 (NEW).]

3. Conspicuous. "Conspicuous" means so written, displayed or presented that a reasonable person against whom the writing is to operate should have noticed it. Words that are printed in italics, boldface, contrasting color or capitals or that are underlined are conspicuous. [PL 2011, c. 274, §1 (AMD).]

4. Corporation; domestic corporation; domestic business corporation. "Corporation," "domestic corporation" or "domestic business corporation" means a corporation for profit or with shares, that is not a foreign corporation, incorporated under or subject to the provisions of this Act. [PL 2001, c. 640, Pt. A, §2 (NEW); PL 2001, c. 640, Pt. B, §7 (AFF).]

5. Deliver; delivery. "Deliver" or "delivery" means any method of delivery used in conventional commercial practice, including delivery by hand, mail, commercial delivery and, if authorized in accordance with section 103‑A , by electronic transmission. [PL 2011, c. 274, §2 (AMD).]

6. Distribution. "Distribution" means a direct or indirect transfer of money or other property, except a corporation's own shares, or incurrence of indebtedness by a corporation to or for the benefit of its shareholders in respect of any of its shares. A distribution may be in the form of a declaration or payment of a dividend; a purchase, redemption or other acquisition of shares; a distribution of indebtedness; or otherwise. [PL 2001, c. 640, Pt. A, §2 (NEW); PL 2001, c. 640, Pt. B, §7 (AFF).]

6-A. Document. "Document" means: A. A tangible medium on which information is inscribed and includes any writing or any written instrument; or [PL 2011, c. 274, §3 (NEW).] B. An electronic record. [PL 2011, c. 274, §3 (NEW).] [PL 2011, c. 274, §3 (NEW).]

7. Domestic unincorporated entity. "Domestic unincorporated entity" means an unincorporated entity whose internal affairs are governed by the laws of this State. [PL 2001, c. 640, Pt. A, §2 (NEW); PL 2001, c. 640, Pt. B, §7 (AFF).]

8. Effective date of notice. "Effective date of notice" has the meaning set forth in section 103‑A . [PL 2011, c. 274, §4 (AMD).]

8-A. Electronic. "Electronic" means relating to technology that has electrical, digital, magnetic, wireless, optical, electromagnetic or similar capabilities. [PL 2011, c. 274, §5 (NEW).]

8-B. Electronic record. "Electronic record" means information that is stored in an electronic or other medium and is retrievable in paper form through an automated process used in conventional commercial practice, unless otherwise authorized in accordance with section 103‑A, subsection 10 . [PL 2011, c. 274, §6 (NEW).]

9. Electronic transmission; electronically transmitted. "Electronic transmission" or "electronically transmitted" means any form or process of communication, not directly involving the physical transfer of paper or other tangible medium, that: A. Is suitable for the retention, retrieval and reproduction of information by the recipient; and [PL 2011, c. 274, §7 (NEW).] B. Is retrievable in paper form by the recipient through an automated process used in conventional commercial practice, unless otherwise authorized in accordance with section 103‑A, subsection 10 . [PL 2011, c. 274, §7 (NEW).] [PL 2011, c. 274, §7 (RPR).]

10. Employee. "Employee" includes an officer of a domestic or foreign corporation but does not include a director. A director may accept duties that make that director also an employee. [PL 2001, c. 640, Pt. A, §2 (NEW); PL 2001, c. 640, Pt. B, §7 (AFF).]

11. Entity. "Entity" includes a domestic or foreign business corporation; a domestic or foreign nonprofit corporation; an estate; a partnership; a trust; 2 or more persons having a joint or common economic interest; a domestic or foreign unincorporated entity; a state; the United States; and a foreign government. [PL 2001, c. 640, Pt. A, §2 (NEW); PL 2001, c. 640, Pt. B, §7 (AFF).]

11-A. Expenses. "Expenses" means reasonable expenses of any kind that are incurred in connection with a matter, including, but not limited to, attorney's fees. [PL 2007, c. 289, §1 (NEW).]

12. Filing entity. "Filing entity" means an unincorporated entity that is created by filing a public organic document. [PL 2001, c. 640, Pt. A, §2 (NEW); PL 2001, c. 640, Pt. B, §7 (AFF).]

13. Foreign corporation; foreign business corporation. "Foreign corporation" or "foreign business corporation" means a corporation incorporated for profit under a law other than the law of this State that would be a business corporation if incorporated under the laws of this State. [PL 2001, c. 640, Pt. A, §2 (NEW); PL 2001, c. 640, Pt. B, §7 (AFF).]

14. Foreign nonprofit corporation. "Foreign nonprofit corporation" means a corporation incorporated under a law other than the law of this State that would be a nonprofit corporation if incorporated under the laws of this State. [PL 2001, c. 640, Pt. A, §2 (NEW); PL 2001, c. 640, Pt. B, §7 (AFF).]

15. Foreign unincorporated entity. "Foreign unincorporated entity" means an unincorporated entity whose internal affairs are governed by an organic law of a jurisdiction other than this State. [PL 2001, c. 640, Pt. A, §2 (NEW); PL 2001, c. 640, Pt. B, §7 (AFF).]

16. Governmental subdivision. "Governmental subdivision" includes an authority, county, district and municipality. [PL 2001, c. 640, Pt. A, §2 (NEW); PL 2001, c. 640, Pt. B, §7 (AFF).]

17. Includes. "Includes" denotes a partial definition. [PL 2001, c. 640, Pt. A, §2 (NEW); PL 2001, c. 640, Pt. B, §7 (AFF).]

18. Individual. "Individual" means a natural person. [PL 2003, c. 344, Pt. B, §30 (AMD).]

19. Interest. " Interest" means either or both of the following rights under the organic law of an unincorporated entity: A. A right to receive distributions from the entity either in the ordinary course or upon liquidation, including as an assignee; and [PL 2003, c. 344, Pt. B, §30 (AMD).] B. A right to receive notice or vote on issues involving the internal affairs of an unincorporated entity, other than as an agent, assignee, proxy or person responsible for managing the business and affairs of the entity. [PL 2003, c. 344, Pt. B, §30 (AMD).] [PL 2003, c. 344, Pt. B, §30 (AMD).]

19-A. Interest holder. "Interest holder" means a person who holds of record an interest. [PL 2003, c. 344, Pt. B, §31 (NEW).]

20. Means. "Means" denotes an exhaustive definition. [PL 2001, c. 640, Pt. A, §2 (NEW); PL 2001, c. 640, Pt. B, §7 (AFF).]

21. Membership. "Membership" means the rights of a member in a domestic or foreign nonprofit corporation. [PL 2001, c. 640, Pt. A, §2 (NEW); PL 2001, c. 640, Pt. B, §7 (AFF).]

22. Nonfiling entity. "Nonfiling entity" means an unincorporated entity that is not created by filing a public organic document. [PL 2001, c. 640, Pt. A, §2 (NEW); PL 2001, c. 640, Pt. B, §7 (AFF).]

23. Nonprofit corporation; domestic nonprofit corporation. "Nonprofit corporation" or "domestic nonprofit corporation" means a corporation incorporated under the laws of this State and subject to the provisions of Title 13, chapter 81 or 93 or the Maine Nonprofit Corporation Act. [PL 2003, c. 344, Pt. B, §32 (AMD).]

24. Notice. "Notice" has the meaning set forth in section 103‑A . [PL 2011, c. 274, §8 (AMD).]

25. Organic document. "Organic document" means a public organic document or a private organic document. [PL 2001, c. 640, Pt. A, §2 (NEW); PL 2001, c. 640, Pt. B, §7 (AFF).]

26. Organic law. "Organic law" means the statute governing the internal affairs of a domestic or foreign business or nonprofit corporation or unincorporated entity. [PL 2001, c. 640, Pt. A, §2 (NEW); PL 2001, c. 640, Pt. B, §7 (AFF).]

27. Owner liability. "Owner liability" means personal liability for a debt, obligation or liability of a domestic or foreign business or nonprofit corporation or unincorporated entity that is imposed on a person: A. Solely by reason of the person's status as a shareholder, member or interest holder; or [PL 2001, c. 640, Pt. A, §2 (NEW); PL 2001, c. 640, Pt. B, §7 (AFF).] B. By the articles of incorporation, bylaws or an organic document pursuant to a provision of the organic law authorizing the articles of incorporation, bylaws or an organic document to make one or more specified shareholders, members or interest holders liable in their capacity as shareholders, members or interest holders for all or specified debts, obligations or liabilities of the entity. [PL 2001, c. 640, Pt. A, §2 (NEW); PL 2001, c. 640, Pt. B, §7 (AFF).] [PL 2001, c. 640, Pt. A, §2 (NEW); PL 2001, c. 640, Pt. B, §7 (AFF).]

28. Person. "Person" includes an individual and an entity. [PL 2001, c. 640, Pt. A, §2 (NEW); PL 2001, c. 640, Pt. B, §7 (AFF).]

29. Principal office. "Principal office" means the office so designated in the annual report where the principal executive offices of a domestic or foreign corporation are located. [PL 2001, c. 640, Pt. A, §2 (NEW); PL 2001, c. 640, Pt. B, §7 (AFF).]

30. Private organic document. "Private organic document" means any document other than the public organic document, if any, that determines the internal governance of an unincorporated entity. When a private organic document has been amended or restated, "private organic document" means the private organic document as last amended or restated. [PL 2001, c. 640, Pt. A, §2 (NEW); PL 2001, c. 640, Pt. B, §7 (AFF).]

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. [PL 2007, c. 289, §2 (NEW).]

31. Public organic document. "Public organic document" means the document, if any, that is filed as a public record to create an unincorporated entity. When a public organic document has been amended or restated, "public organic document" means the public organic document as last amended or restated. [PL 2001, c. 640, Pt. A, §2 (NEW); PL 2001, c. 640, Pt. B, §7 (AFF).]

32. Proceeding. "Proceeding" includes a civil suit and criminal, administrative and investigatory action. [PL 2001, c. 640, Pt. A, §2 (NEW); PL 2001, c. 640, Pt. B, §7 (AFF).]

32-A. Qualified director. "Qualified director" is defined in this subsection. A. As used in this subsection, unless the context otherwise indicates, the following terms have the following meanings: (1) "Director’s conflicting-interest transaction" has the same meaning as in section 871 ; (2) "Material interest" means an actual or potential benefit or detriment, other than one that would devolve on the corporation or the shareholders generally, that would reasonably be expected to impair the objectivity of the director’s judgment when participating in the action to be taken; and (3) "Material relationship" means a familial, financial, professional, employment or other relationship that would reasonably be expected to impair the objectivity of the director’s judgment when participating in the action to be taken. [PL 2007, c. 289, §3 (NEW).] B. "Qualified director" means a person who, at the time action is to be taken under: (1) Section 755 , does not have: (a) A material interest in the outcome of the proceeding; or (b) A material relationship with a person who has such an interest; (2) Section 854 or 856 : (a) Is not a party to the proceeding; (b) Is not a director as to whom a transaction is a director’s conflicting-interest transaction or who sought a disclaimer of the corporation’s interest in a business opportunity under section 881 , which transaction or disclaimer is challenged in the proceeding; and (c) Does not have a material relationship with a director described in division (a) or (b); (3) Section 873 , is not a director: (a) As to whom the transaction is a director’s conflicting-interest transaction; or (b) Who has a material relationship with another director as to whom the transaction is a director’s conflicting-interest transaction; (4) Section 881 , would be a qualified director under subparagraph (3) if the business opportunity was a director’s conflicting-interest transaction; or (5) Section 202, subsection 2, paragraph F , is not a director: (a) To whom the limitation or elimination of a duty of an officer to offer potential business opportunities to the corporation would apply; or (b) Who has a material relationship with another officer to whom the limitation or elimination would apply. [PL 2015, c. 259, §1 (AMD).] C. The presence of one or more of the following circumstances does not automatically prevent a director from being a qualified director: (1) Nomination or election of the director to the board by a director who is not a qualified director with respect to the matter, or by any person who has a material relationship with that director, acting alone or participating with others; (2) Service as a director of another corporation of which a director who is not a qualified director with respect to the matter or any individual who has a material relationship with that director is or was also a director; or (3) With respect to action to be taken under section 755 , status as a named defendant, as a director against whom action is demanded or as a director who approved the conduct being challenged. [PL 2007, c. 289, §3 (NEW).] [PL 2015, c. 259, §1 (AMD).]

33. Record date. "Record date" means the date established under chapter 6 or 7 on which a corporation determines the identity of its shareholders and their shareholdings for purposes of this Act. The determinations must be made as of the close of business on the record date unless another time for doing so is specified when the record date is fixed. [PL 2001, c. 640, Pt. A, §2 (NEW); PL 2001, c. 640, Pt. B, §7 (AFF).]

34. Shareholder. "Shareholder" means the person in whose name shares are registered in the records of a corporation or the beneficial owner of shares to the extent of the rights granted by a nominee certificate on file with a corporation. [PL 2001, c. 640, Pt. A, §2 (NEW); PL 2001, c. 640, Pt. B, §7 (AFF).]

35. Shares. "Shares" means the units into which the proprietary interests in a corporation are divided. [PL 2001, c. 640, Pt. A, §2 (NEW); PL 2001, c. 640, Pt. B, §7 (AFF).]

36. Sign; signature. "Sign" or "signature" means, with present intent to authenticate or adopt the document: A. To execute or adopt a tangible symbol to a document and includes any manual, facsimile or conformed signature; or [PL 2011, c. 274, §9 (NEW).] B. To attach or logically associate with an electronic transmission an electronic sound, symbol or process and includes an electronic signature in an electronic transmission. [PL 2011, c. 274, §9 (NEW).] [PL 2011, c. 274, §9 (RPR).]

37. State. "State," when referring to a part of the United States, includes a state or commonwealth and its agencies and governmental subdivisions and a territory or insular possession of the United States and its agencies and governmental subdivisions. [PL 2001, c. 640, Pt. A, §2 (NEW); PL 2001, c. 640, Pt. B, §7 (AFF).]

38. Subscriber. "Subscriber" means a person who subscribes for shares in a corporation, whether before or after incorporation. [PL 2001, c. 640, Pt. A, §2 (NEW); PL 2001, c. 640, Pt. B, §7 (AFF).]

39. Unincorporated entity. "Unincorporated entity" means an organization or artificial legal person that either has a separate legal existence or has the power to acquire an estate in real property in its own name and that is not any of the following: a domestic or foreign business or nonprofit corporation; an estate; a trust; a state; the United States; or a foreign government. "Unincorporated entity" includes, but is not limited to, a general partnership, limited liability company, limited partnership, business trust, joint stock association and unincorporated nonprofit association. [PL 2001, c. 640, Pt. A, §2 (NEW); PL 2001, c. 640, Pt. B, §7 (AFF).]

40. United States. "United States" includes a district, authority, bureau, commission, department and any other agency of the United States. [PL 2001, c. 640, Pt. A, §2 (NEW); PL 2001, c. 640, Pt. B, §7 (AFF).]

41. Voting group. "Voting group" means all shares of one or more classes or series that under the articles of incorporation or this Act are entitled to vote and be counted together collectively on a matter at a meeting of shareholders. All shares entitled by the articles of incorporation or this Act to vote generally on a matter are for that purpose a single voting group. [PL 2001, c. 640, Pt. A, §2 (NEW); PL 2001, c. 640, Pt. B, §7 (AFF).]

42. Voting power. "Voting power" means the current power to vote in the election of directors. [PL 2001, c. 640, Pt. A, §2 (NEW); PL 2001, c. 640, Pt. B, §7 (AFF).]

43. Writing; written. "Writing" or "written" means any information in the form of a document. [PL 2011, c. 274, §10 (NEW).]
13 M.R.S. § 2771 — ME Code / Title 13 / Part 2 / Chapter 91 / Section 2771
13 §2771. Deposit with town clerk
Status: in_force

After a final division of their common property, the proprietors shall cause their records to be deposited in the office of the clerk of the town in which some part of such land lies. The clerk may record votes and certify copies of the records as the proprietors' clerk might have done. The last clerk chosen shall continue in office until the records are so deposited. [RR 2025, c. 1, Pt. E, §31 (COR).]
13 M.R.S. § 1777 — ME Code / Title 13 / Part 2 / Chapter 85 / Section 1777
13 §1777. Foreign associations
Status: in_force

A foreign corporation that can qualify as an association, as defined in section 1774 , may be authorized to do business in this State under this subchapter by complying with the laws relating to foreign corporations doing business in the State. It shall pay the same fees and charges as domestic associations. Upon such compliance it shall have all the rights and privileges of like domestic associations.
13-C M.R.S. § 602 — ME Code / Title 13-C / Chapter 6 / Section 602
13-C §602. Terms of class or series determined by board of directors
Status: in_force

1. Determination by board of directors. If a corporation's articles of incorporation provide, the board of directors is authorized without shareholder approval to: A. Classify any unissued shares into one or more classes or into one or more series within a class; [PL 2003, c. 344, Pt. B, §56 (NEW).] B. Reclassify any unissued shares of any class into one or more classes or into one or more series within one or more classes; or [PL 2003, c. 344, Pt. B, §56 (NEW).] C. Reclassify any unissued shares of any series of any class into one or more classes or into one or more series within a class. [PL 2003, c. 344, Pt. B, §56 (NEW).] [PL 2003, c. 344, Pt. B, §56 (AMD).]

2. Series must have distinguishing designation. [PL 2003, c. 344, Pt. B, §56 (RP).]

2-A. Terms fixed before issuance. If the board of directors acts pursuant to subsection 1 , the board shall determine the terms including the preferences, rights and limitations to the same extent permitted under section 601 , of: A. Any class of shares before the issuance of any shares of that class; or [PL 2003, c. 344, Pt. B, §56 (NEW).] B. Any series within a class before the issuance of any shares of that series. [PL 2003, c. 344, Pt. B, §56 (NEW).] [PL 2003, c. 344, Pt. B, §56 (NEW).]

3. Identical terms. [PL 2003, c. 344, Pt. B, §56 (RP).]

3-A. Filing articles of amendment. Before issuing any shares of a class or series created under this section, the corporation shall deliver to the Secretary of State for filing articles of amendment setting forth the terms authorized under subsection 1 . [PL 2003, c. 344, Pt. B, §56 (NEW).]

4. Filing articles of amendment. [PL 2003, c. 344, Pt. B, §56 (RP).]
13 M.R.S. § 2231 — ME Code / Title 13 / Part 2 / Chapter 87 / Section 2231
13 §2231. Authorized activities
Status: in_force

An association may engage in any activity in connection with the marketing, selling, preserving, harvesting, drying, processing, manufacturing, canning, packing, grading, storing, handling or utilization of any fishery products produced or delivered to it by its members; or the manufacturing or marketing of the by-products thereof; or any activity in connection with the purchase, hiring or use by its members of supplies, machinery or equipment; or in the financing of any such activities.
13-B M.R.S. § 704-A — ME Code / Title 13-B / Chapter 7 / Section 704-A
13-B §704-A. Removal of directors by judicial proceeding
Status: in_force

1. Removal. The Superior Court may remove any director of a corporation from office if the court finds that removal is in the best interest of the corporation and that: A. The director engaged in fraudulent or dishonest conduct or gross abuse of authority or discretion with respect to the corporation; [PL 2001, c. 550, Pt. C, §13 (NEW); PL 2001, c. 550, Pt. C, §29 (AFF).] B. Section 713‑A has been violated; or [PL 2001, c. 550, Pt. C, §13 (NEW); PL 2001, c. 550, Pt. C, §29 (AFF).] C. A final judgment has been entered finding that the director has violated a duty set forth in section 712 or sections 717 to 720 . [PL 2001, c. 550, Pt. C, §13 (NEW); PL 2001, c. 550, Pt. C, §29 (AFF).] [PL 2001, c. 550, Pt. C, §13 (NEW); PL 2001, c. 550, Pt. C, §29 (AFF).]

2. Who may bring action. A petition for removal under subsection 1 may be filed by: A. The corporation, if 2/3 of the directors then in office resolve that an individual director should be removed; [PL 2001, c. 550, Pt. C, §13 (NEW); PL 2001, c. 550, Pt. C, §29 (AFF).] B. Two-thirds of the members entitled to vote for that director or a lesser number as provided in the articles of incorporation of the corporation for removal of a director pursuant to section 704 ; or [PL 2001, c. 550, Pt. C, §13 (NEW); PL 2001, c. 550, Pt. C, §29 (AFF).] C. In the case of a public benefit corporation, the Attorney General. [PL 2001, c. 550, Pt. C, §13 (NEW); PL 2001, c. 550, Pt. C, §29 (AFF).] [PL 2001, c. 550, Pt. C, §13 (NEW); PL 2001, c. 550, Pt. C, §29 (AFF).]

3. Place of filing. The petition for removal under subsection 2 must be filed: A. In the county where the corporation's principal office is located; [PL 2001, c. 550, Pt. C, §13 (NEW); PL 2001, c. 550, Pt. C, §29 (AFF).] B. In the county where the corporation's registered office is located if the corporation has no principal office in this State; or [PL 2001, c. 550, Pt. C, §13 (NEW); PL 2001, c. 550, Pt. C, §29 (AFF).] C. In the Superior Court of Kennebec County if the corporation has no principal office or registered office in this State. [PL 2001, c. 550, Pt. C, §13 (NEW); PL 2001, c. 550, Pt. C, §29 (AFF).] [PL 2001, c. 550, Pt. C, §13 (NEW); PL 2001, c. 550, Pt. C, §29 (AFF).]

4. Court action. The court that removes a director under this section may bar the director from serving on the board of directors for a period prescribed by the court. [PL 2001, c. 550, Pt. C, §13 (NEW); PL 2001, c. 550, Pt. C, §29 (AFF).]

5. Notice to Attorney General; Attorney General actions. If the members of a corporation or the Attorney General commences a proceeding under this section, the corporation is made a party defendant. If a public benefit corporation or its members commence a proceeding under subsection 1 , the public benefit corporation shall give the Attorney General written notice of the proceeding. [PL 2001, c. 550, Pt. C, §13 (NEW); PL 2001, c. 550, Pt. C, §29 (AFF).]
13-B M.R.S. § 108 — ME Code / Title 13-B / Chapter 1 / Section 108
13-B §108. Computation of time for giving notice
Status: in_force

In computing the period of time for the giving of any notice required or permitted under this Act, or under the articles, the bylaws of the corporation, or a resolution of its members or directors, the day on which the notice is given shall be excluded, and the day when the act for which notice is given to be done shall be included, unless the instrument calling for the notice otherwise specifically provides. [PL 1977, c. 525, §13 (NEW).]
13 M.R.S. § 1343 — ME Code / Title 13 / Part 2 / Chapter 83 / Section 1343
13 §1343. Type of construction; examinations
Status: in_force

Any such community mausoleum or other burial structure shall be constructed of such materials and workmanship as will insure its durability and permanency as well as the safety, convenience, comfort and health of the community in which it is located, as dictated and determined at the time by modern mausoleum construction and engineering science, and all crypts or catacombs placed in a mausoleum, vault or other burial structure as described in section 1342 shall be so constructed that all parts thereof may be readily examined by the Bureau of Health or any other health officer. Such crypts or catacombs, when used for the permanent interment of a deceased body or bodies, shall be so hermetically sealed that no offensive odor or effluvia may escape therefrom.
13 M.R.S. § 733 — ME Code / Title 13 / Part 1 / Chapter 22-A / Section 733
13 §733. General powers
Status: in_force

A professional corporation has the powers enumerated in Title 13-C, section 302 . [PL 2001, c. 640, Pt. B, §2 (NEW); PL 2001, c. 640, Pt. B, §7 (AFF).]
13-C M.R.S. § 1602 — ME Code / Title 13-C / Chapter 16 / Section 1602
13-C §1602. Inspection of records by shareholders
Status: in_force

1. Shareholder defined. For purposes of this section, "shareholder" includes a beneficial owner whose shares are held in a voting trust or by a nominee on the shareholder's behalf. [PL 2001, c. 640, Pt. A, §2 (NEW); PL 2001, c. 640, Pt. B, §7 (AFF).]

2. Inspect; copy records. A shareholder of a corporation is entitled to inspect and copy during regular business hours at the corporation's principal office or its registered office, if the corporation keeps such records at its registered office, any of the records of the corporation described in section 1601, subsection 5 if the shareholder gives the corporation a signed written notice of the shareholder's demand at least 5 business days before the date on which the shareholder wishes to inspect and copy, except that a shareholder's rights under this subsection are subject to any reasonable restrictions on the disclosure of financial information about the corporation that are set forth in the corporation's articles of incorporation or bylaws. [PL 2011, c. 274, §75 (AMD).]

3. Certain documents inspected; copied. A shareholder of a corporation is entitled to inspect and copy during regular business hours at a reasonable location specified by the corporation any of the following records of the corporation if the shareholder meets the requirements of subsection 4 and gives the corporation a signed written notice of the shareholder's demand at least 5 business days before the date on which the shareholder wishes to inspect and copy: A. Excerpts from minutes of any meeting of the board of directors or a committee of the board of directors while acting in place of the board of directors on behalf of the corporation, minutes of any meeting of the shareholders and records of action taken by the shareholders, the board of directors or a committee of the board without a meeting, to the extent not subject to inspection under subsection 2 ; [PL 2011, c. 274, §76 (AMD).] B. Accounting records of the corporation; and [PL 2001, c. 640, Pt. A, §2 (NEW); PL 2001, c. 640, Pt. B, §7 (AFF).] C. The record of shareholders. [PL 2001, c. 640, Pt. A, §2 (NEW); PL 2001, c. 640, Pt. B, §7 (AFF).] [PL 2011, c. 274, §76 (AMD).]

4. Requirements. A shareholder may inspect and copy the records described in subsection 3 only if: A. The shareholder's demand is made in good faith and for a proper purpose; [PL 2001, c. 640, Pt. A, §2 (NEW); PL 2001, c. 640, Pt. B, §7 (AFF).] B. The shareholder describes with reasonable particularity the shareholder's purpose and the records the shareholder desires to inspect; [PL 2001, c. 640, Pt. A, §2 (NEW); PL 2001, c. 640, Pt. B, §7 (AFF).] C. The records are directly connected with the shareholder's purpose; and [PL 2001, c. 640, Pt. A, §2 (NEW); PL 2001, c. 640, Pt. B, §7 (AFF).] D. The shareholder complies with such reasonable restrictions regarding the disclosure of such records as may be set forth in the corporation's articles of incorporation or bylaws. [PL 2001, c. 640, Pt. A, §2 (NEW); PL 2001, c. 640, Pt. B, §7 (AFF).] [PL 2001, c. 640, Pt. A, §2 (NEW); PL 2001, c. 640, Pt. B, §7 (AFF).]

5. Right of inspection. The right of inspection granted by this section may not be abolished or limited, except as provided in subsections 2 and 4 , by a corporation's articles of incorporation or bylaws. [PL 2003, c. 344, Pt. B, §132 (AMD).]

6. Shareholder's rights. Nothing in this section affects: A. The right of a shareholder to inspect records under section 721 or, if the shareholder is in litigation with the corporation, to the same extent as any other litigant; or [PL 2001, c. 640, Pt. A, §2 (NEW); PL 2001, c. 640, Pt. B, §7 (AFF).] B. The power of a court, independently of this Act, to compel the production of corporate records for examination. [PL 2001, c. 640, Pt. A, §2 (NEW); PL 2001, c. 640, Pt. B, §7 (AFF).] [PL 2001, c. 640, Pt. A, §2 (NEW); PL 2001, c. 640, Pt. B, §7 (AFF).]

7. Notice and information to new shareholders. For any meeting of shareholders for which the record date for determining shareholders entitled to vote at the meeting is different than the record date for notice of the meeting, a person who becomes a shareholder subsequent to the record date for notice of the meeting and is entitled to vote at the meeting is entitled to obtain from the corporation upon request the notice and any other information provided by the corporation to shareholders in connection with the meeting, unless the corporation has made such information generally available to shareholders by posting it on its publicly accessible website or by other generally recognized means. Failure of a corporation to provide such information does not affect the validity of an action taken at the meeting. [PL 2011, c. 274, §77 (NEW).]
13-C M.R.S. § 944 — ME Code / Title 13-C / Chapter 9 / Section 944
13-C §944. Abandonment of foreign nonprofit domestication and conversion
Status: in_force

If the domestication and conversion of a foreign nonprofit corporation to a domestic business corporation is abandoned in accordance with the laws of the foreign jurisdiction after articles of domestication and conversion have been filed with the Secretary of State, a statement that the domestication and conversion has been abandoned, executed by an officer or other duly authorized representative of the corporation, must be delivered to the Secretary of State for filing. The statement takes effect upon filing, and the domestication and conversion is considered abandoned and does not become effective. [PL 2001, c. 640, Pt. A, §2 (NEW); PL 2001, c. 640, Pt. B, §7 (AFF).]
13 M.R.S. § 1782 — ME Code / Title 13 / Part 2 / Chapter 85 / Section 1782
13 §1782. General corporation law; applicability
Status: in_force

The provisions of the laws related to business corporations and all powers and rights under those laws apply to associations, except when those provisions are in conflict with or inconsistent with the express provisions of this chapter. [PL 1993, c. 316, §11 (NEW).]
13 M.R.S. § 1744 — ME Code / Title 13 / Part 2 / Chapter 85 / Section 1744
13 §1744. Name; use of "cooperative"
Status: in_force

A person, firm, corporation or association, domestic or foreign, commencing business in this State after the effective date of this section may not use the word "cooperative" or "co-op" as a part of its corporate name unless it has complied with this subchapter or any other law of this State relating to cooperative associations. A foreign association organized under and complying with the cooperative laws of the state in which it was created is entitled to use the term "cooperative" or "co-op" in this State if it has obtained the privilege of doing business or carrying on activities in this State. [PL 1993, c. 300, §1 (NEW).]
13-B M.R.S. § 706 — ME Code / Title 13-B / Chapter 7 / Section 706
13-B §706. Quorum and vote of directors
Status: in_force

1. Quorum fixed by bylaws. A majority of the number of directors fixed by the bylaws, or in the absence of a bylaw fixing the number of directors, then of the number stated in the articles of incorporation, shall constitute a quorum for the transaction of business, unless otherwise provided in the articles of incorporation or the bylaws, but in no event shall a quorum consist of less than 1/5 of the number of directors so fixed or stated. The act of the majority of the directors present at a meeting at which a quorum is present shall be the act of the board of directors, unless the act of a greater number is required by this Act, the articles of incorporation or the bylaws. [PL 1977, c. 525, §13 (NEW).]

2. Special meetings. Special meetings of the directors may be called by the chairman of the board, the president, or if he is absent or is unable to act, by any vice-president, by any 2 directors, or by any other person or persons authorized by the bylaws. [PL 1977, c. 525, §13 (NEW).]
13 M.R.S. § 2007 — ME Code / Title 13 / Part 2 / Chapter 87 / Section 2007
13 §2007. Anti-trust laws; exemption
Status: in_force

An association shall be deemed not to be a conspiracy nor a combination in restraint of trade nor an illegal monopoly; nor an attempt to lessen competition or to fix prices arbitrarily or to create a combination or pool in violation of any law of this State; and the marketing contracts and agreements between the association and its members and any agreements authorized in this chapter shall be considered not to be illegal nor in restraint of trade nor contrary to any statute enacted against pooling or combinations.