13-C M.R.S. § 957 — ME Code / Title 13-C / Chapter 9 / Section 957
13-C §957. Effect of entity conversion
Status: in_force

1. Conversion to domestic business corporation or domestic other entity. When a conversion under this subchapter in which the surviving entity is a domestic business corporation or domestic unincorporated entity becomes effective: A. The title to all real and personal property, both tangible and intangible, of the converting entity remains in the surviving entity without reversion or impairment; [PL 2001, c. 640, Pt. A, §2 (NEW); PL 2001, c. 640, Pt. B, §7 (AFF).] B. The liabilities of the converting entity remain the liabilities of the surviving entity; [PL 2001, c. 640, Pt. A, §2 (NEW); PL 2001, c. 640, Pt. B, §7 (AFF).] C. An action or proceeding pending against the converting entity continues against the surviving entity as if the conversion had not occurred; [PL 2001, c. 640, Pt. A, §2 (NEW); PL 2001, c. 640, Pt. B, §7 (AFF).] D. In the case of a surviving entity that is a filing entity, the articles of conversion or the articles of incorporation or public organic document attached to the articles of conversion constitute the articles of incorporation or public organic document of the surviving entity; [PL 2001, c. 640, Pt. A, §2 (NEW); PL 2001, c. 640, Pt. B, §7 (AFF).] E. In the case of a surviving entity that is a nonfiling entity, the private organic document provided for in the plan of entity conversion constitutes the private organic document of the surviving entity; [PL 2001, c. 640, Pt. A, §2 (NEW); PL 2001, c. 640, Pt. B, §7 (AFF).] F. The shares or interests of the converting entity are reclassified into shares, interests, other securities, obligations, rights to acquire shares, interests or other securities or into cash or other property in accordance with the plan of entity conversion; and the shareholders or interest holders of the converting entity are entitled only to the rights provided in the plan of entity conversion and to any rights they may have under chapter 13 ; and [PL 2001, c. 640, Pt. A, §2 (NEW); PL 2001, c. 640, Pt. B, §7 (AFF).] G. The surviving entity is deemed to: (1) Be a domestic business corporation or domestic unincorporated entity for all purposes; (2) Be the same corporation or unincorporated entity without interruption as the converting entity; and (3) Have been incorporated or otherwise organized on the date that the converting entity was originally incorporated or organized. [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. Conversion to a foreign other entity. When a conversion of a domestic business corporation to a foreign unincorporated entity becomes effective, the surviving entity is deemed to: A. Appoint the Secretary of State as its agent for service of process in a proceeding to enforce the rights of shareholders who exercise appraisal rights in connection with the conversion and shall provide a mailing address to which the Secretary of State may mail a copy of any process served on the Secretary of State; and [PL 2001, c. 640, Pt. A, §2 (NEW); PL 2001, c. 640, Pt. B, §7 (AFF).] B. Agree to promptly pay the amount, if any, to which the shareholders are entitled under chapter 13 . [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. Owner liability; shareholder. A shareholder who becomes subject to owner liability for some or all of the debts, obligations or liabilities of the surviving entity is personally liable only for those debts, obligations or liabilities of the surviving entity that arise after the effective time of the articles of entity conversion. [PL 2001, c. 640, Pt. A, §2 (NEW); PL 2001, c. 640, Pt. B, §7 (AFF).]

4. Interest holder; owner liability. The owner liability of an interest holder in an unincorporated entity that converts to a domestic business corporation is as provided in this subsection. A. The conversion does not discharge any owner liability under the organic law of the unincorporated entity to the extent any owner liability arose before the effective time of the articles of entity conversion. [PL 2001, c. 640, Pt. A, §2 (NEW); PL 2001, c. 640, Pt. B, §7 (AFF).] B. The interest holder does not have owner liability under the organic law of the unincorporated entity for any debt, obligation or liability of the domestic business corporation that arises after the effective time of the articles of entity conversion. [PL 2001, c. 640, Pt. A, §2 (NEW); PL 2001, c. 640, Pt. B, §7 (AFF).] C. The provisions of the organic law of the unincorporated entity continue to apply to the collection or discharge of any owner liability preserved by paragraph A as if the conversion had not occurred and the surviving entity were still the converting entity. [PL 2001, c. 640, Pt. A, §2 (NEW); PL 2001, c. 640, Pt. B, §7 (AFF).] D. The interest holder has whatever rights of contribution from other interest holders are provided by the organic law of the unincorporated entity with respect to any owner liability preserved by paragraph A as if the conversion had not occurred and the surviving entity were still the converting 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).]
13 M.R.S. § 1826 — ME Code / Title 13 / Part 2 / Chapter 85 / Section 1826
13 §1826. Bylaws
Status: in_force

The members of the association may adopt bylaws not inconsistent with law or the articles, and they may alter and amend the same from time to time. The bylaws must be adopted by a majority of the members voting thereon, or if the association permits its members to vote on the basis of patronage, then by a majority of members and a majority of the patronage voting thereon. The bylaws may provide for:

1. Meetings; quorum. The time, place and manner of calling and conducting meetings of the members, and the number of members that shall constitute a quorum;

2. Manner of voting. The manner of voting and the condition upon which members may vote at general and special meetings and by mail or by delegates elected by district groups or other associations, and the voting power of votes based on patronage;

3. Provisions as to directors and officers. Subject to any provision thereon in the articles and in this subchapter, the number, qualifications, compensation, duties and terms of office of directors and officers; the time of their election and the mode and manner of giving notice thereof;

4. Meetings of directors and executive committee; quorum. The time, place and manner for calling and holding meetings of the directors and executive committee, and the number that shall constitute a quorum;

5. Rules. Rules consistent with law and the articles for the management of the association, the establishment of voting districts, the making of contracts, the issuance, retirement and transfer of stock, and the relative rights, interests and preferences of members and shareholders; and

6. Penalties. Penalties for violation of the bylaws.
13 M.R.S. § 3025 — ME Code / Title 13 / Part 2 / Chapter 93 / Section 3025
13 §3025. Filing of certificate; change of name; filing duty of the Secretary of State
Status: in_force

1. Certificate. The clerk, treasurer and a majority of the board of trustees of every independent local church incorporated under sections 3021 to 3024 shall prepare, sign, date and deliver for filing with the Secretary of State a certificate of incorporation, in the format approved by the Secretary of State, setting forth the name of the church, the town or city where the church is located and the number and names of the members of its board of trustees. A filing fee of $5 must accompany the certificate. [PL 2003, c. 523, §9 (NEW).]

2. Change of certificate. The name of any incorporated church or any other provision in the certificate of incorporation filed under subsection 1 may be changed by vote in a legal meeting duly called for this purpose. The clerk or other duly authorized officer of the corporation shall prepare, sign, date and deliver for filing with the Secretary of State a certificate, in the format approved by the Secretary of State, setting forth the name of the church, the town or city where the church is located, the date and the nature of the change and a statement that a majority of the members or trustees authorized the change. A filing fee of $5 must accompany the certificate. [PL 2003, c. 523, §9 (NEW).]

3. Filing certificate. If a certificate delivered for filing with the Secretary of State pursuant to this section satisfies the requirements of this chapter, the Secretary of State shall file the certificate. The date of filing is the date of receipt by the Secretary of State. After filing any certificate under this chapter, the Secretary of State shall deliver to the corporation or its representative a copy of the document with an acknowledgement of the date of filing. [PL 2003, c. 523, §9 (NEW).]
13 M.R.S. § 1601 — ME Code / Title 13 / Part 2 / Chapter 85 / Section 1601
13 §1601. One member, one vote
Status: in_force

Each member of an association shall have one and only one vote, except that where an association includes among its members any number of other associations or groups organized on a cooperative basis, the voting rights of such member associations or groups may be as prescribed in the articles or bylaws.

No voting agreement or other device to evade the one-member-one-vote rule shall be enforceable by a civil action.
13 M.R.S. § 1973 — ME Code / Title 13 / Part 2 / Chapter 85 / Section 1973
13 §1973. Application of other laws
Status: in_force

Except as otherwise provided in this subchapter, employee cooperative corporations are governed by Title 13‑C , the Maine Business Corporation Act. [RR 2001, c. 2, Pt. B, §30 (COR); RR 2001, c. 2, Pt. B, §58 (AFF).]
13-B M.R.S. § 1205 — ME Code / Title 13-B / Chapter 12 / Section 1205
13-B §1205. Corporate name of foreign corporation
Status: in_force

1. Name. A foreign corporation is not authorized to carry on activities in this State unless the name of the corporation complies with the requirements of section 301-A . [PL 2003, c. 344, Pt. B, §18 (AMD).]

2. Change of name. If a foreign corporation authorized to carry on activities in this State shall change its name in its jurisdiction of incorporation, it shall, within 30 days after the effective date thereof, amend its application for authority, as provided by section 1207 . [PL 1977, c. 525, §13 (NEW).]

3. Unavailable name. If the name to which the foreign corporation has changed would be unavailable to it on an original application for authority, the corporation shall not thereafter carry on any activities in this State until it has adopted or assumed a name which is available to it under the laws of this State. [PL 1977, c. 525, §13 (NEW).]
13-C M.R.S. § 953 — ME Code / Title 13-C / Chapter 9 / Section 953
13-C §953. Plan of entity conversion
Status: in_force

1. Plan of entity conversion. A plan of entity conversion under section 952 must include: A. A statement of the type of unincorporated entity the surviving entity will be and, if the other entity will be a foreign unincorporated entity, its jurisdiction of organization; [PL 2001, c. 640, Pt. A, §2 (NEW); PL 2001, c. 640, Pt. B, §7 (AFF).] B. The terms and conditions of the conversion; [PL 2001, c. 640, Pt. A, §2 (NEW); PL 2001, c. 640, Pt. B, §7 (AFF).] C. The manner and basis of converting the shares of the domestic business corporation following its conversion into interests or other securities, obligations, rights to acquire interests or other securities, cash, other property, or any combination thereof; and [PL 2001, c. 640, Pt. A, §2 (NEW); PL 2001, c. 640, Pt. B, §7 (AFF).] D. The full text of the organic documents of the surviving entity as they will be in effect immediately after consummation of the conversion. [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. Amendment of plan. A plan of entity conversion may also include a provision that the plan may be amended prior to the filing of articles of entity conversion, except that after approval of the plan by the shareholders the plan may not be amended to change: A. The amount or kind of shares or other securities, interests, obligations, rights to acquire shares, other securities or interests, cash or other property to be received under the plan by the shareholders; [PL 2001, c. 640, Pt. A, §2 (NEW); PL 2001, c. 640, Pt. B, §7 (AFF).] B. The organic documents that will be in effect immediately following the conversion, except for changes permitted by a provision of the organic law of the surviving entity comparable to section 1005 ; or [PL 2001, c. 640, Pt. A, §2 (NEW); PL 2001, c. 640, Pt. B, §7 (AFF).] C. Any of the other terms or conditions of the plan if the change would adversely affect any of the shareholders in any material respect. [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. Extrinsic facts. Terms of a plan of entity conversion may be made dependent upon facts objectively ascertainable outside the plan in accordance with section 121, subsection 10 . [PL 2003, c. 344, Pt. B, §87 (NEW).]
13 M.R.S. § 1751 — ME Code / Title 13 / Part 2 / Chapter 85 / Section 1751
13 §1751. Membership shares; requirements
Status: in_force

A cooperative affordable housing corporation shall issue shares to its members as evidence of their ownership of a cooperative interest. The shares must be in a form prescribed in the articles of incorporation or bylaws of the cooperative affordable housing corporation. Restrictions upon transfers of shares must be noted on the face of the certificates representing shares. Membership shares may not be issued under this section and proprietary leases may not be issued under section 1755 before filing of the articles of incorporation as a cooperative affordable housing corporation. [PL 1993, c. 300, §1 (NEW).]
13-C M.R.S. § 121 — ME Code / Title 13-C / Chapter 1 / Section 121
13-C §121. Requirements for documents; extrinsic facts
Status: in_force

To be entitled to filing with the office of the Secretary of State, a document must satisfy the following requirements and the requirements of any other section of this Act. [PL 2001, c. 640, Pt. A, §2 (NEW); PL 2001, c. 640, Pt. B, §7 (AFF).]

1. Filing in office of Secretary of State. Filing of the document in the office of the Secretary of State must be permitted or required by this Act. [PL 2003, c. 344, Pt. B, §33 (AMD).]

2. Information. The document must contain the information required by this Act. [PL 2001, c. 640, Pt. A, §2 (NEW); PL 2001, c. 640, Pt. B, §7 (AFF).]

3. Form; format. The document must be legibly typewritten or printed in ink or, if electronically transmitted, it must be in a format that can be retrieved or reproduced in typewritten or printed form. [PL 2003, c. 344, Pt. B, §33 (AMD).]

4. English language. The document must be in the English language, except that: A. A corporate name need not be in English if written using the Roman alphabet or Arabic or Roman numerals; and [PL 2001, c. 640, Pt. A, §2 (NEW); PL 2001, c. 640, Pt. B, §7 (AFF).] B. The certificate of existence required of foreign corporations under section 130 need not be in English if accompanied by a reasonably authenticated English translation. [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. Executed. The document must be executed and dated: A. By the chair of the board of directors of a domestic or foreign corporation, by its president or by another of its officers; [PL 2001, c. 640, Pt. A, §2 (NEW); PL 2001, c. 640, Pt. B, §7 (AFF).] B. By an incorporator, if directors have not been selected or the corporation has not been formed; [PL 2001, c. 640, Pt. A, §2 (NEW); PL 2001, c. 640, Pt. B, §7 (AFF).] C. By a fiduciary, if the corporation is in the hands of a receiver, trustee or other court-appointed fiduciary; or [PL 2001, c. 640, Pt. A, §2 (NEW); PL 2001, c. 640, Pt. B, §7 (AFF).] D. By the clerk of the corporation. [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).]

6. Signature; corporate seal. The person executing the document shall sign it and state beneath or opposite that signature the person's name and the capacity in which the person signs. The document may but need not contain a corporate seal, attestation, acknowledgment or verification. [PL 2001, c. 640, Pt. A, §2 (NEW); PL 2001, c. 640, Pt. B, §7 (AFF).]

7. Prescribed form. If the Secretary of State has prescribed a mandatory form for the document under section 122 , the document must be in or on the prescribed form. [PL 2001, c. 640, Pt. A, §2 (NEW); PL 2001, c. 640, Pt. B, §7 (AFF).]

8. Delivery. The document must be delivered to the office of the Secretary of State for filing. Delivery may be made by electronic transmission if and to the extent permitted by the Secretary of State. [PL 2001, c. 640, Pt. A, §2 (NEW); PL 2001, c. 640, Pt. B, §7 (AFF).]

9. Fee. At the time of delivery, the correct filing fee and any reinstatement fee or penalty must be paid or provision for payment made in a manner permitted by the Secretary of State. [PL 2001, c. 640, Pt. A, §2 (NEW); PL 2001, c. 640, Pt. B, §7 (AFF).]

10. Extrinsic facts. This subsection applies whenever a provision of this Title permits any of the terms of a plan or a filed document to be dependent on facts objectively ascertainable outside the plan or filed document. A. The manner in which the facts will operate upon the terms of the plan or filed document must be set forth in the plan or filed document. [PL 2003, c. 344, Pt. B, §33 (NEW).] B. The facts upon which the terms of a plan or filed document depend may include, but are not limited to: (1) Any of the following that is available in a nationally recognized news or information medium either in print or electronically: (a) Statistical or market indices; (b) Market prices of any security or group of securities; (c) Interest rates; (d) Currency exchange rates; or (e) Similar economic or financial data; (2) A determination or action by any person or body, including the corporation or any other party to a plan or filed document; or (3) The terms of, or actions taken under, an agreement to which the corporation is a party or any other agreement or document. [PL 2003, c. 344, Pt. B, §33 (NEW).] C. As used in this subsection: (1) "Filed document" means a document filed with the Secretary of State under any provision of this Title except chapter 15 or section 1621 ; and (2) "Plan" means a plan of domestication, nonprofit conversion, entity conversion, merger or share exchange. [PL 2003, c. 344, Pt. B, §33 (NEW).] D. The following provisions of a plan or filed document may not be made dependent on facts outside the plan or filed document: (1) The name and address of any person required in a filed document; (2) The registered office of any entity required in a filed document; (3) The clerk or registered agent of any entity required in a filed document; (4) The number of authorized shares and designation of each class or series of shares; (5) The effective date of a filed document; and (6) Any required statement in a filed document of the date on which the underlying transaction was approved or the manner in which that approval was given. [PL 2003, c. 344, Pt. B, §33 (NEW).] E. If a provision of a filed document is made dependent on a fact ascertainable outside of the filed document, and that fact is not ascertainable by reference to a source described in paragraph B , subparagraph (1) or a document that is a matter of public record, or the affected shareholders have not received notice of the fact from the corporation, then the corporation shall file with the Secretary of State articles of amendment setting forth the fact promptly after the time when the fact referred to is first ascertainable or changes. Articles of amendment under this paragraph are deemed to be authorized by the authorization of the original filed document or plan to which they relate and may be filed by the corporation without further action by the board of directors or the shareholders. [PL 2003, c. 344, Pt. B, §33 (NEW).] [PL 2003, c. 344, Pt. B, §33 (NEW).]
13-C M.R.S. § 825 — ME Code / Title 13-C / Chapter 8 / Section 825
13-C §825. Quorum and voting
Status: in_force

1. Quorum. Unless the corporation's articles of incorporation or bylaws require a greater number or unless otherwise specifically provided in this Act, a quorum of a corporation's board of directors consists of: A. A majority of the fixed number of directors if the corporation has a fixed board size; or [PL 2001, c. 640, Pt. A, §2 (NEW); PL 2001, c. 640, Pt. B, §7 (AFF).] B. A majority of the number of directors prescribed, or if no number is prescribed, the number in office immediately before the meeting begins, if the corporation has a variable-range size board. [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. Lower quorum permitted. The corporation's articles of incorporation or bylaws may authorize a quorum of a corporation's board of directors to consist of not less than 1/3 of the fixed or prescribed number of directors determined under subsection 1 . [PL 2003, c. 344, Pt. B, §66 (AMD).]

3. Majority vote. If a quorum is present when a vote is taken, the affirmative vote of a majority of directors present is the act of the corporation's board of directors unless the corporation's articles of incorporation or bylaws require the vote of a greater number of directors. [PL 2001, c. 640, Pt. A, §2 (NEW); PL 2001, c. 640, Pt. B, §7 (AFF).]

4. Dissent; abstention. A director who is present at a meeting of the corporation's board of directors or a committee of the corporation's board of directors when corporate action is taken is deemed to have assented to the action taken unless: A. The director objects at the beginning of the meeting or promptly upon arrival to holding or transacting business at the meeting; [PL 2001, c. 640, Pt. A, §2 (NEW); PL 2001, c. 640, Pt. B, §7 (AFF).] B. The director's dissent or abstention from the action taken is entered in the minutes of the meeting; or [PL 2001, c. 640, Pt. A, §2 (NEW); PL 2001, c. 640, Pt. B, §7 (AFF).] C. The director delivers written notice of the director's dissent or abstention to the presiding officer of the meeting before its adjournment or to the corporation immediately after adjournment of the meeting. The right of dissent or abstention is not available to a director who votes in favor of the action taken. [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. § 852 — ME Code / Title 13-C / Chapter 8 / Section 852
13-C §852. Permissible indemnification
Status: in_force

1. Standards of conduct. Except as otherwise provided in this section, a corporation may indemnify an individual who is a party to a proceeding because that individual is a director of the corporation against liability incurred in the proceeding if: A. The following criteria are met: (1) The individual's conduct was in good faith; (2) The individual reasonably believed: (a) In the case of conduct in the individual's official capacity, that the individual's conduct was in the best interests of the corporation; and (b) In all other cases, that the individual's conduct was at least not opposed to the best interests of the corporation; and (3) In the case of any criminal proceeding, the individual had no reasonable cause to believe the individual's conduct was unlawful; or [PL 2003, c. 344, Pt. B, §68 (AMD).] B. The individual engaged in conduct for which broader indemnification has been made permissible or obligatory under a provision of the corporation's articles of incorporation as authorized by section 202, subsection 2, paragraph E . [PL 2001, c. 640, Pt. A, §2 (NEW); PL 2001, c. 640, Pt. B, §7 (AFF).] [PL 2003, c. 344, Pt. B, §68 (AMD).]

2. Employee benefit plan. The conduct of a director with respect to an employee benefit plan for a purpose the director reasonably believed to be in the interests of the participants in, and the beneficiaries of, the plan is conduct that satisfies the requirement of subsection 1, paragraph A , subparagraph (2), division (b). [PL 2003, c. 344, Pt. B, §68 (AMD).]

3. Termination of proceeding. The termination of a proceeding by judgment, order, settlement or conviction or upon a plea of nolo contendere or its equivalent is not of itself determinative that the director did not meet the relevant standard of conduct described in this section. [PL 2001, c. 640, Pt. A, §2 (NEW); PL 2001, c. 640, Pt. B, §7 (AFF).]

4. Limits. Unless ordered by a court under section 855, subsection 1, paragraph C , a corporation may not indemnify one of the corporation's directors: A. In connection with a proceeding by or in the right of the corporation, except for reasonable expenses incurred in connection with the proceeding if it is determined that the director has met the relevant standard of conduct under subsection 1 ; or [PL 2001, c. 640, Pt. A, §2 (NEW); PL 2001, c. 640, Pt. B, §7 (AFF).] B. In connection with any proceeding with respect to conduct for which the director was adjudged liable on the basis that the director received a financial benefit to which the director was not entitled, whether or not involving action in the director's official capacity. [PL 2001, c. 640, Pt. A, §2 (NEW); PL 2001, c. 640, Pt. B, §7 (AFF).] [PL 2003, c. 344, Pt. B, §68 (AMD).]
13 M.R.S. § 1346 — ME Code / Title 13 / Part 2 / Chapter 83 / Section 1346
13 §1346. No sale before completion
Status: in_force

No crypt in a community mausoleum shall be sold or offered for sale before said structure, or a component section thereof, is fully completed.
13 M.R.S. § 1980 — ME Code / Title 13 / Part 2 / Chapter 85 / Section 1980
13 §1980. Earnings or losses
Status: in_force

1. Apportionment. The net earnings or losses of an employee cooperative shall be apportioned and distributed at such times and in such manner as the articles of organization or bylaws shall specify. Net earnings declared as patronage allocations with respect to a period of time, and paid or credited to members, shall be apportioned among the members in accordance with the ratio which each member's patronage during the period involved bears to total patronage by all members during that period. [PL 1983, c. 136 (NEW).]

2. Method. The apportionment, distribution and payment of net earnings required by this section may be in cash, credits, written notices of allocation or capital stock issued by the employee cooperative. [PL 1983, c. 136 (NEW).]
13 M.R.S. § 1977 — ME Code / Title 13 / Part 2 / Chapter 85 / Section 1977
13 §1977. Membership in employee cooperative corporation
Status: in_force

The articles of incorporation or the bylaws shall establish qualifications and the methods of acceptance and termination of members. No person may be accepted as a member unless employed by the employee cooperative on a full-time or part-time basis. [PL 1983, c. 136 (NEW).]
13-C M.R.S. § 821 — ME Code / Title 13-C / Chapter 8 / Section 821
13-C §821. Meetings
Status: in_force

1. Location. The corporation's board of directors may hold regular or special meetings in or out of this State. [PL 2001, c. 640, Pt. A, §2 (NEW); PL 2001, c. 640, Pt. B, §7 (AFF).]

2. Participation of directors. Unless the corporation's articles of incorporation or bylaws provide otherwise, the corporation's board of directors may permit any or all directors to participate in a regular or special meeting by, or conduct the meeting through the use of, any means of communication by which all directors participating may simultaneously hear each other during the meeting. A director participating in a meeting by this means is deemed to be present in person at the meeting. [PL 2001, c. 640, Pt. A, §2 (NEW); PL 2001, c. 640, Pt. B, §7 (AFF).]
13 M.R.S. § 1381 — ME Code / Title 13 / Part 2 / Chapter 83 / Section 1381
13 §1381. Use of unoccupied interment spaces
Status: in_force

If a cemetery lot, or portion of a cemetery lot, has not been used for interment purposes for 75 consecutive years and if the record owner of the lot has failed to provide for the care and maintenance of the lot for 75 consecutive years, then up to 1/2 of these unoccupied interment spaces within the lot may be used by the person, association, corporation or municipality which owns, maintains and operates the cemetery. If a portion of the interment spaces is occupied, the spaces on either side may not be used under this section. [PL 1987, c. 579 (NEW).]
13-C M.R.S. § 627 — ME Code / Title 13-C / Chapter 6 / Section 627
13-C §627. Shares without certificates
Status: in_force

1. Authorization. Unless the articles of incorporation or bylaws provide otherwise, the board of directors of a corporation may authorize the issue of some or all of the shares of any or all of its classes or series of shares without certificates. The authorization does not affect shares already represented by certificates until they are surrendered to the corporation. [PL 2001, c. 640, Pt. A, §2 (NEW); PL 2001, c. 640, Pt. B, §7 (AFF).]

2. Written statement. Within a reasonable time after the issue or transfer of shares without certificates, the corporation shall send the shareholder a written statement of the information required on certificates by section 626, subsections 2 and 3 and, if applicable, section 628 . [PL 2001, c. 640, Pt. A, §2 (NEW); PL 2001, c. 640, Pt. B, §7 (AFF).]
13-C M.R.S. § 1533 — ME Code / Title 13-C / Chapter 15 / Section 1533
13-C §1533. Appeal from revocation
Status: in_force

1. Petition to appeal revocation. A foreign corporation may appeal the Secretary of State's revocation of its authority to the Kennebec County Superior Court within 30 days after service of the notice of revocation is perfected under section 1510‑A . The foreign corporation may appeal by petitioning the court to set aside the revocation and attaching to the petition copies of its application for authority and the Secretary of State's notice of revocation. [RR 2021, c. 2, Pt. A, §27 (COR).]

2. Court order. The court may summarily order the Secretary of State to reinstate the authority or may take any other action the court considers appropriate. [PL 2001, c. 640, Pt. A, §2 (NEW); PL 2001, c. 640, Pt. B, §7 (AFF).]

3. Appeal of court's decision. The court's final decision may be appealed as in other civil proceedings. [PL 2001, c. 640, Pt. A, §2 (NEW); PL 2001, c. 640, Pt. B, §7 (AFF).]
13 M.R.S. § 722 — ME Code / Title 13 / Part 1 / Chapter 22-A / Section 722
13 §722. Application of Maine Business Corporation Act
Status: in_force

The Maine Business Corporation Act applies to professional corporations, both domestic and foreign, to the extent not inconsistent with this chapter. [PL 2001, c. 640, Pt. B, §2 (NEW); PL 2001, c. 640, Pt. B, §7 (AFF).]
13 M.R.S. § 903 — ME Code / Title 13 / Part 2 / Chapter 81 / Section 903
13 §903. Certificate of organization
Status: in_force

The incorporators shall prepare, sign, date and deliver for filing with the Secretary of State a certificate of organization setting forth the name, location, officers and directors, trustees or managing board, contact person and the contact person's mailing and physical address, if different, in this State and purposes of the corporation. The certificate must clearly state that the corporation is not organized for profit and that no property or profit of the corporation inures to the benefit of any person, partnership or corporation except in furtherance of the benevolent or nonprofit purposes of the corporation. Once the Secretary of State has filed the certificate of organization, the corporation may carry on activities pursuant to this chapter. [PL 2009, c. 56, §5 (AMD).]
13-C M.R.S. § 1504 — ME Code / Title 13-C / Chapter 15 / Section 1504
13-C §1504. Amended application for authority
Status: in_force

1. Amended application for authority. A foreign corporation authorized to transact business in this State must file an amended application for authority with the Secretary of State if the foreign corporation changes: A. Its corporate name; [PL 2001, c. 640, Pt. A, §2 (NEW); PL 2001, c. 640, Pt. B, §7 (AFF).] B. Its principal office wherever located; or [PL 2003, c. 344, Pt. B, §121 (AMD).] C. The state or country of its incorporation. [PL 2001, c. 640, Pt. A, §2 (NEW); PL 2001, c. 640, Pt. B, §7 (AFF).] [PL 2003, c. 344, Pt. B, §121 (AMD).]

2. Requirements. A foreign corporation must deliver an amended application that sets forth: A. The name of the corporation; [PL 2003, c. 344, Pt. B, §122 (NEW).] B. The jurisdiction of incorporation; [PL 2003, c. 344, Pt. B, §122 (NEW).] C. The date on which the foreign corporation was authorized to transact business in this State; [PL 2003, c. 344, Pt. B, §122 (NEW).] D. If the corporate name has changed, the new corporate name that meets the requirements of section 401 ; [PL 2003, c. 344, Pt. B, §122 (NEW).] E. If the address of the principal office has changed, the new address of the principal office wherever located, including the street and mailing address if different; and [PL 2003, c. 344, Pt. B, §122 (NEW).] F. If the state or country under whose law the foreign corporation was incorporated has changed, the new state or country under whose law it is now incorporated together with a certificate of existence or a document of similar import duly authenticated by the secretary of state or other official having custody of corporate records in the state or country under whose law it is now incorporated. The certificate of existence must have been made not more than 90 days prior to the delivery of the application for filing. [PL 2003, c. 344, Pt. B, §122 (NEW).] [PL 2003, c. 344, Pt. B, §122 (RPR).]
13-C M.R.S. § 707 — ME Code / Title 13-C / Chapter 7 / Section 707
13-C §707. Record date
Status: in_force

1. Establishment of record date. A corporation's bylaws may fix or provide the manner of fixing the record date or dates for one or more voting groups in order to determine the shareholders entitled to notice of a shareholders' meeting, to demand a special meeting, to vote or to take any other action. If the bylaws do not fix or provide for fixing a record date or dates, the board of directors of the corporation may fix a future date as the record date or dates. [PL 2011, c. 274, §22 (AMD).]

2. Limitation on date. A record date fixed under this section may not be more than 70 days before the meeting or action requiring a determination of shareholders. [PL 2001, c. 640, Pt. A, §2 (NEW); PL 2001, c. 640, Pt. B, §7 (AFF).]

3. Determination effective. A determination of shareholders entitled to notice of or to vote at a shareholders' meeting is effective for any adjournment of the meeting unless the board of directors fixes a new record date or dates, which it must do if the meeting is adjourned to a date more than 120 days after the date fixed for the original meeting. [PL 2011, c. 274, §23 (AMD).]

4. Court-ordered meeting. If a court orders a meeting adjourned to a date more than 120 days after the date fixed for the original meeting, it may provide that the original record date or dates continue in effect or it may fix a new record date or dates. [PL 2011, c. 274, §24 (AMD).]

5. Determining shareholder entitlements. The record date for a shareholders' meeting fixed by or in the manner provided in the bylaws or by the board of directors is the record date for determining shareholders entitled both to notice of and to vote at the shareholders' meeting, unless in the case of a record date fixed by the board of directors and to the extent not prohibited by the bylaws, the board, at the time it fixes the record date for shareholders entitled to notice of the meeting, fixes a later record date on or before the date of the meeting to determine the shareholders entitled to vote at the meeting. [PL 2011, c. 274, §25 (NEW).]
13 M.R.S. § 742 — ME Code / Title 13 / Part 1 / Chapter 22-A / Section 742
13 §742. Share transfer restriction
Status: in_force

1. Limit to transfers. A shareholder of a professional corporation may transfer or pledge shares, fractional shares and rights or options to purchase shares of the corporation only to qualified persons. [PL 2001, c. 640, Pt. B, §2 (NEW); PL 2001, c. 640, Pt. B, §7 (AFF).]

2. Other transfers void. A transfer of shares made in violation of subsection 1 , except one made by operation of law or court judgment, is void. [PL 2001, c. 640, Pt. B, §2 (NEW); PL 2001, c. 640, Pt. B, §7 (AFF).]
13 M.R.S. § 1264 — ME Code / Title 13 / Part 2 / Chapter 83 / Section 1264
13 §1264. Trust funds for services or property
Status: in_force

1. Trust accounts. Pre-need funds received for cemetery or crematory services or property to be delivered at or after the date of death must be placed in a cemetery or crematory trust account in a bank, trust company, credit union or savings institution. For purposes of this subsection, "pre-need funds" means all money paid during a person's lifetime to a cemetery or crematory by that person or by another person on that person's behalf under an agreement that services will be performed or property will be delivered in connection with the disposition of that person's body after that person's death. [PL 1995, c. 474, §1 (NEW).]

2. Trust agreement. A trust agreement setting forth the following information must be signed by the payor and the payee and the original agreement must be given to the payor and a copy of that agreement must be given to the payee: A. The name and address of the individual for whose benefit services or property will be delivered; [PL 1995, c. 474, §1 (NEW).] B. The name of the entity acting as trustee; [PL 1995, c. 474, §1 (NEW).] C. The name and address of the payor; [PL 1995, c. 474, §1 (NEW).] D. The services or property that will be provided by the payee; [PL 1995, c. 474, §1 (NEW).] E. Statements that a full refund of the principal of the funds placed in trust must be made by the payee upon written request of the payor, the payor's attorney-in-fact or the payor's personal representative and that, in the absence of such a request, the payee may withdraw the funds only upon the death of the person for whose benefit the funds were paid and shall use the funds in accordance with the purposes identified in the trust agreement; and [PL 1995, c. 474, §1 (NEW).] F. A statement that interest on funds placed in trust will not be paid to the payor in the event of a refund of principal of trust funds and any interest that may accrue remains with the payee. [PL 1995, c. 474, §1 (NEW).] [PL 1995, c. 474, §1 (NEW).]

3. Services and property covered. This section applies to cemetery or crematory services such as cremation fees, grave opening and closing charges and inscription of death dates. This section does not apply to the sale of cemetery lots or plots, monuments and memorials, garden crypts, lawn crypts, mausoleum crypts, cremation urns and niches, vaults, liners and similar tangible personal property if title to and physical possession of the specific property has passed to the buyer. Any funds expended to purchase tangible personal property when that personal property is held by the payee until the time of need are not considered funds that must be placed in the trust account. [PL 1995, c. 474, §1 (NEW).]

4. Refund provisions. A full refund of the principal of the funds placed in trust must be made by the payee upon written request of the payor, the payor's attorney-in-fact or the payor's personal representative. In the absence of such a request, the payee may withdraw the funds only upon the death of the person for whose benefit the funds were paid and shall use the funds in accordance with the purposes identified on the trust agreement. [PL 1995, c. 474, §1 (NEW).]

5. Administrative fees. The payee may not charge the payor, the payor's attorney-in-fact or the payor's personal representative an administrative fee for funds or tangible personal property held in trust. [PL 1995, c. 474, §1 (NEW).]

6. Application. The provisions of this section apply only to funds received by a payee of a trust account after the effective date of this section. [PL 1995, c. 474, §1 (NEW).]
13-B M.R.S. § 1207 — ME Code / Title 13-B / Chapter 12 / Section 1207
13-B §1207. Amended application for authority
Status: in_force

1. Provisions for amendment. A foreign corporation authorized to carry on activities in this State shall amend its application for authority if it shall: A. Change its corporate name, provided that such change has been effected under the laws of its jurisdiction of incorporation; [PL 1991, c. 465, §28 (AMD).] B. Enlarge, limit or otherwise change the kinds of activities which it seeks authority to engage in in this State; or [PL 1991, c. 465, §28 (AMD).] C. Change the address of its registered or principal office wherever located. [PL 2007, c. 323, Pt. B, §16 (AMD); PL 2007, c. 323, Pt. G, §4 (AFF).] [PL 2007, c. 323, Pt. B, §16 (AMD); PL 2007, c. 323, Pt. G, §4 (AFF).]

2. Filing with Secretary of State. Such amendment shall be executed and delivered for filing to the Secretary of State, as provided by sections 104 and 106 , and shall set forth: A. The name of the foreign corporation as it appears on the index of names of authorized foreign corporations in the office of the Secretary of State; [PL 1977, c. 525, §13 (NEW).] B. The jurisdiction under the laws of which it is incorporated; [PL 1977, c. 525, §13 (NEW).] C. The date on which it was authorized to carry on activities in this State; [PL 1977, c. 525, §13 (NEW).] D. The proposed amendment to its application of authority; [PL 1977, c. 525, §13 (NEW).] E. If the name of the corporation is to be changed, a statement that the change of name has been effected under the laws of its jurisdiction of incorporation, and the date the change was effected; and [PL 1977, c. 525, §13 (NEW).] F. If the activities which it is to be authorized to engage in in this State are to be enlarged, limited or otherwise changed, a statement that it is authorized to carry on those activities under the laws of its jurisdiction of incorporation. [PL 1977, c. 525, §13 (NEW).] [PL 1977, c. 525, §13 (NEW).]
13-C M.R.S. § 951 — ME Code / Title 13-C / Chapter 9 / Section 951
13-C §951. Definitions
Status: in_force

As used in this subchapter, 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. Converting entity. "Converting entity" means the domestic business corporation or domestic unincorporated entity that adopts a plan of entity conversion or the foreign unincorporated entity converting to a domestic business corporation. [PL 2001, c. 640, Pt. A, §2 (NEW); PL 2001, c. 640, Pt. B, §7 (AFF).]

2. Surviving entity. "Surviving entity" means the corporation or unincorporated entity as it continues in existence immediately after consummation of an entity conversion pursuant to this subchapter. [PL 2001, c. 640, Pt. A, §2 (NEW); PL 2001, c. 640, Pt. B, §7 (AFF).]
13-C M.R.S. § 1606 — ME Code / Title 13-C / Chapter 16 / Section 1606
13-C §1606. Exception to notice requirement
Status: in_force

1. Notice. Whenever notice would otherwise be required to be given under any provision of this Act to a shareholder, that notice need not be given if: A. Notices to the shareholders of 2 consecutive annual meetings and all notices of meetings during the period between such 2 consecutive annual meetings have been sent to the shareholder at the shareholder's address as shown on the records of the corporation and have been returned undeliverable or could not be delivered; or [PL 2011, c. 274, §78 (AMD).] B. All, but not less than 2, payments of dividends on securities during a 12-month period, or 2 consecutive payments of dividends on securities during a period of more than 12 months, have been sent to the shareholder at the shareholder's address as shown on the records of the corporation and have been returned undeliverable or could not be delivered. [PL 2011, c. 274, §78 (AMD).] [PL 2011, c. 274, §78 (AMD).]

2. Shareholder's address. If a shareholder to whom notice is not required pursuant to subsection 1 delivers to the corporation a written notice setting forth that shareholder's current address, the requirement that notice be given to that shareholder is reinstated. [PL 2001, c. 640, Pt. A, §2 (NEW); PL 2001, c. 640, Pt. B, §7 (AFF).]
13-C M.R.S. § 1505 — ME Code / Title 13-C / Chapter 15 / Section 1505
13-C §1505. Effect of authorization to transact business in this State
Status: in_force

1. Authorization to transact business. Upon filing by the Secretary of State of an application for authority, a foreign corporation is authorized to transact business in this State subject to the right of this State to revoke the foreign corporation's authority to transact business in this State as provided in this Act. [PL 2001, c. 640, Pt. A, §2 (NEW); PL 2001, c. 640, Pt. B, §7 (AFF).]

2. Same rights as domestic corporation. A foreign corporation with valid authority has the same but no greater rights and has the same but no greater privileges as a domestic corporation of like character. Except as otherwise provided by this Act, a foreign corporation with a valid certificate of authority is subject to the same duties, restrictions, penalties and liabilities now or later imposed on a domestic corporation of like character. [PL 2001, c. 640, Pt. A, §2 (NEW); PL 2001, c. 640, Pt. B, §7 (AFF).]

3. State may not regulate affairs of foreign corporation. This Act does not authorize this State to regulate the organization or internal affairs of a foreign corporation authorized to transact business in this State. [PL 2001, c. 640, Pt. A, §2 (NEW); PL 2001, c. 640, Pt. B, §7 (AFF).]
13-C M.R.S. § 803 — ME Code / Title 13-C / Chapter 8 / Section 803
13-C §803. Number and election of directors
Status: in_force

1. Number of directors. A corporation's board of directors must consist of one or more individuals. The corporation's articles of incorporation or bylaws may fix the number of directors or otherwise regulate the size of the board. [PL 2001, c. 640, Pt. A, §2 (NEW); PL 2001, c. 640, Pt. B, §7 (AFF).]

2. Increase or decrease in number. Unless the corporation's articles of incorporation or bylaws provide otherwise, the number of directors may be increased or decreased from time to time by resolution of the shareholders or the directors. A decrease in the number of directors may not have the effect of shortening the term of any incumbent director. [PL 2001, c. 640, Pt. A, §2 (NEW); PL 2001, c. 640, Pt. B, §7 (AFF).]

3. Election. Directors are elected at the first annual shareholders' meeting and at each annual meeting thereafter unless their terms are staggered under section 806 . [PL 2001, c. 640, Pt. A, §2 (NEW); PL 2001, c. 640, Pt. B, §7 (AFF).]

4. Corporate board gender parity. A publicly held domestic corporation subject to this Act shall comply with the board of directors gender parity requirements of this subsection. A. No later than June 1, 2023, a domestic publicly held corporation subject to this Act shall have a minimum of one female director on its board of directors. A corporation may increase the number of directors on its board to comply with this subsection. [PL 2021, c. 385, §1 (NEW).] B. No later than June 1, 2024, a domestic publicly held corporation subject to this Act shall comply with this paragraph. (1) If the number of directors on its board of directors is 6 or more, the corporation shall have a minimum of 3 female directors. (2) If the number of directors on its board of directors is 5, the corporation shall have a minimum of 2 female directors. (3) If the number of directors on its board of directors is 4 or fewer, the corporation shall have a minimum of one female director. [PL 2021, c. 385, §1 (NEW).] C. The Secretary of State shall publish the following reports on its publicly accessible website. (1) No later than June 30, 2023, the Secretary of State shall publish a report with the names of the publicly held domestic corporations subject to this Act and whether each corporation has the required minimum of one female director on its board of directors as designated on the corporation's 2023 annual report under section 1621, subsection 1 . (2) No later than June 30, 2024 and annually thereafter, the Secretary of State shall publish a report with the names of the publicly held domestic corporations subject to this Act and whether each corporation has the required minimum number of female directors pursuant to paragraph B as designated on the corporation's last annual report under section 1621, subsection 1 . [PL 2021, c. 385, §1 (NEW).] D. The Secretary of State shall adopt rules to implement this subsection. Rules adopted under this paragraph are routine technical rules as defined by Title 5, chapter 375, subchapter 2‑A . [PL 2021, c. 385, §1 (NEW).] E. For purposes of this subsection, the following terms have the following meanings. (1) "Female" means an individual who self-identifies as a woman, without regard to the individual's designated sex at birth. (2) "Publicly held domestic corporation" means a corporation with outstanding shares listed on a major United States stock exchange. [PL 2021, c. 385, §1 (NEW).] [PL 2021, c. 385, §1 (NEW).]
13-B M.R.S. § 203 — ME Code / Title 13-B / Chapter 2 / Section 203
13-B §203. Defense of ultra vires
Status: in_force

1. Beyond legal powers. No act of a corporation and no conveyance or transfer of real or personal property to or by a corporation shall be invalid by reason of the fact that the corporation was without capacity or power to do such act or to make or receive such conveyance or transfer, but such lack of capacity or power may be asserted: A. In a proceeding by a member or a director against the corporation to enjoin the doing or continuation of unauthorized acts, or the transfer of real or personal property by or to the corporation. If the unauthorized acts or transfer sought to be enjoined are being, or are to be, performed pursuant to any contract to which the corporation is a party, the court may, if all of the parties to the contract are parties to the proceeding and if it deems the same to be equitable, set aside and enjoin the performance of such contract, and in so doing may allow to the corporation or the other parties to the contract, as the case may be, compensation for the loss or damage sustained by either of them which may result from the action of the court in setting aside and enjoining the performance of such contract, but anticipated profits to be derived from the performance of the contract shall not be awarded by the court as a loss or damage sustained; [PL 1977, c. 525, §13 (NEW).] B. In a proceeding by the corporation, whether acting directly or through a receiver, trustee or other legal representative, or through members in a representative suit, against the officers or directors of the corporation for exceeding their authority; or [PL 1977, c. 525, §13 (NEW).] C. In a proceeding by the Attorney General, as provided in this Act, to dissolve the corporation, or in a proceeding by the Attorney General to enjoin the corporation from performing unauthorized acts, or in any other proceeding by the Attorney General. [PL 1977, c. 525, §13 (NEW).] [PL 1977, c. 525, §13 (NEW).]
13 M.R.S. § 2108 — ME Code / Title 13 / Part 2 / Chapter 87 / Section 2108
13 §2108. Vote; time; majority required
Status: in_force

Except as provided in section 2109 , the removal shall be voted upon at the next regular or special meeting of the association and, by a vote of a majority of the members, the association may remove the officer or director.
13 M.R.S. § 2283 — ME Code / Title 13 / Part 2 / Chapter 87 / Section 2283
13 §2283. Sales and resales; payments to members; deductions
Status: in_force

The contract may provide that the association may sell or resell the fishery products delivered by its members, with or without taking title thereto; and pay over to its members the resale price, after deducting all necessary selling, overhead and other costs and expenses, including interest on preferred stock, not exceeding 8% per annum, and reserves for retiring the stock, if any; and other proper reserves; and interest not exceeding 8% per annum upon common stock.
13-C M.R.S. § 831 — ME Code / Title 13-C / Chapter 8 / Section 831
13-C §831. Standards of conduct for directors
Status: in_force

1. Basic standard of conduct. Each member of the corporation's board of directors when discharging the duties of a director shall act: A. In good faith; and [PL 2001, c. 640, Pt. A, §2 (NEW); PL 2001, c. 640, Pt. B, §7 (AFF).] B. In a manner the director 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 2001, c. 640, Pt. A, §2 (NEW); PL 2001, c. 640, Pt. B, §7 (AFF).]

2. General standard of care. The members of the corporation's board of directors or a committee of the board, when becoming informed in connection with their decision-making function or devoting attention to their oversight function, shall discharge their duties with the care that a person in a like position would reasonably believe appropriate under similar circumstances. [PL 2001, c. 640, Pt. A, §2 (NEW); PL 2001, c. 640, Pt. B, §7 (AFF).]

3. Permitted delegation. In discharging board or committee duties, a director who does not have knowledge that makes reliance unwarranted is entitled to rely on the performance by any of the persons specified in subsection 5, paragraph A or C to whom the board may have delegated, formally or informally by course of conduct, the authority or duty to perform one or more of the board's functions that are delegable under applicable law. [PL 2001, c. 640, Pt. A, §2 (NEW); PL 2001, c. 640, Pt. B, §7 (AFF).]

4. Information provided by others. In discharging board or committee duties, a director who does not have knowledge that makes reliance unwarranted is entitled to rely on information, opinions, reports or statements, including financial statements and other financial data, prepared or presented by any of the persons specified in subsection 5 . [PL 2001, c. 640, Pt. A, §2 (NEW); PL 2001, c. 640, Pt. B, §7 (AFF).]

5. Standard for reliance. A director is entitled in accordance with subsection 3 or 4 to rely on: A. One or more officers or employees of the corporation whom the director reasonably believes to be reliable and competent in the functions performed or the information, opinions, reports or statements provided; [PL 2001, c. 640, Pt. A, §2 (NEW); PL 2001, c. 640, Pt. B, §7 (AFF).] B. Legal counsel, public accountants or other persons retained by the corporation as to matters involving skills or expertise the director reasonably believes are matters within the particular person's professional or expert competence or as to which the particular person merits confidence; or [PL 2001, c. 640, Pt. A, §2 (NEW); PL 2001, c. 640, Pt. B, §7 (AFF).] C. A committee of the board of directors of which the director is not a member if the director reasonably believes the committee merits confidence. [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).]

6. Interests of other constituencies. In discharging their duties, the directors and officers of the corporation may, in considering the best interests of the corporation and of its shareholders, consider the effects of any action upon employees, suppliers and customers of the corporation, communities in which offices or other establishments of the corporation are located and all other pertinent factors. [PL 2001, c. 640, Pt. A, §2 (NEW); PL 2001, c. 640, Pt. B, §7 (AFF).]

7. Disclosure. In discharging board or committee duties, a director shall disclose, or cause to be disclosed, to the other board or committee members information not already known by them but known by the director to be material to the discharge of their decision-making or oversight functions, except that disclosure is not required to the extent that the director reasonably believes that doing so would violate a duty imposed under law, a legally enforceable obligation of confidentiality or a professional ethics rule. [PL 2007, c. 289, §16 (NEW).]
13-B M.R.S. § 715 — ME Code / Title 13-B / Chapter 7 / Section 715
13-B §715. Books and records
Status: in_force

1. Books; records of accounts. Each corporation shall keep correct and complete books and records of accounts and shall keep minutes of the proceedings of its members, board of directors and committees having any of the authority of the board of directors and shall keep at its registered office or principal office in this State a record of the names and addresses of its members entitled to vote. All books and records of a corporation may be inspected by any officer, director or voting member or the officer's, director's or voting member's agent or attorney, for any proper purpose at any reasonable time, as long as the officer, director or voting member or the officer's, director's or voting member's agent or attorney gives the corporation written notice at least 5 business days before the date on which the officer, director or voting member or the officer's, director's or voting member's agent or attorney wishes to inspect and copy any books or records. The only proper purpose for which a voting member may inspect and copy books or records under this section is the purpose of enabling the member to fulfill duties and responsibilities conferred upon members by the articles of incorporation or the bylaws of the corporation or by law. The corporation may require the officer, director or member or the officer's, director's or member's agent or attorney to pay the reasonable cost of the copies made and may impose reasonable restrictions on the use or distribution of the records by such a person. [PL 2001, c. 550, Pt. C, §16 (NEW); PL 2001, c. 550, Pt. C, §29 (AFF).]

2. Refusal to allow inspection. If a corporation does not make available for inspection or copying the books and records required by subsection 1 or if the corporation seeks to impose unreasonable restrictions on the use or distribution of such books and records, the Superior Court in the county where the corporation's principal office is located or, if the corporation has no principal office in this State, in the county where its registered office is located may order inspection and copying of the records demanded at the corporation's expense upon application of the officer, director or member or the officer's, director's or member's agent or attorney. A. If the court orders inspection and copying of the records demanded, the court shall also order the corporation to pay the costs of the officer, director or member or the officer's, director's or member's agent or attorney, including reasonable attorney's fees, incurred to obtain the order unless the corporation proves that it refused inspection in good faith because it had a reasonable basis for doubt about the right of the officer, director or member to inspect the records demanded. [PL 2001, c. 550, Pt. C, §16 (NEW); PL 2001, c. 550, Pt. C, §29 (AFF).] B. If the court orders inspection and copying of the records demanded, it may impose reasonable restrictions on the use or distribution of the records by the demanding officer, director or member or the officer's, director's or member's agent or attorney. [PL 2001, c. 550, Pt. C, §16 (NEW); PL 2001, c. 550, Pt. C, §29 (AFF).] [PL 2001, c. 550, Pt. C, §16 (NEW); PL 2001, c. 550, Pt. C, §29 (AFF).]
13-C M.R.S. § 130 — ME Code / Title 13-C / Chapter 1 / Section 130
13-C §130. Certificate of existence; certificate of authority; certificate of fact
Status: in_force

1. Application. Any person may apply to the Secretary of State to furnish a certificate of existence for a domestic corporation or a certificate of authority for a foreign corporation. [PL 2001, c. 640, Pt. A, §2 (NEW); PL 2001, c. 640, Pt. B, §7 (AFF).]

2. Contents. A certificate of existence or certificate of authority sets forth: A. The corporation's name used in this State; [PL 2003, c. 631, §15 (AMD).] B. That, if a domestic corporation, the corporation is duly incorporated under the laws of this State and the date of its incorporation; [PL 2001, c. 640, Pt. A, §2 (NEW); PL 2001, c. 640, Pt. B, §7 (AFF).] C. That, if a foreign corporation, the foreign corporation is authorized to transact business in this State, the date on which the corporation was authorized to transact business in this State and its jurisdiction of incorporation; [PL 2003, c. 344, Pt. B, §38 (AMD).] D. That all fees and penalties owed to this State have been paid if: (1) Payment is reflected in the records of the Secretary of State; and (2) Nonpayment affects the existence or authorization of the domestic or foreign corporation; [PL 2001, c. 640, Pt. A, §2 (NEW); PL 2001, c. 640, Pt. B, §7 (AFF).] E. That the corporation's most recent annual report required by section 1621 has been delivered to the Secretary of State; [PL 2001, c. 640, Pt. A, §2 (NEW); PL 2001, c. 640, Pt. B, §7 (AFF).] F. That, if the corporation is a domestic corporation, articles of dissolution relating to that corporation have not been filed; and [PL 2003, c. 344, Pt. B, §38 (AMD).] G. Other facts of record in the office of the Secretary of State that may be requested by the applicant under subsection 1 . [PL 2001, c. 640, Pt. A, §2 (NEW); PL 2001, c. 640, Pt. B, §7 (AFF).] [PL 2003, c. 631, §15 (AMD).]

3. Evidence of existence or authority. Subject to any qualification stated in the certificate, a certificate of existence or certificate of authority issued by the Secretary of State may be relied upon as conclusive evidence that the domestic or foreign corporation is in existence or is authorized to transact business in this State. [PL 2001, c. 640, Pt. A, §2 (NEW); PL 2001, c. 640, Pt. B, §7 (AFF).]

4. Certificate of fact. In addition to a certificate authorized under subsection 2 , the Secretary of State may issue a certificate attesting to any fact of record in the office of the Secretary of State that may be requested by the applicant under subsection 1 . [PL 2003, c. 344, Pt. B, §39 (NEW).]
13 M.R.S. § 2983 — ME Code / Title 13 / Part 2 / Chapter 93 / Section 2983
13 §2983. Ministers and officers of religious societies; powers
Status: in_force

The ministers of a parish or religious society and the deacons, elders, trustees, stewards and other presiding officers of a religious society or church having by its usages no settled minister may take, in succession, any estate granted to the minister and the minister's successors, or for the use of the ministry or poor of the church; and may prosecute and defend all civil actions respecting it; but they may not so take, while the clear annual income of prior grants is $3,000. [RR 2025, c. 1, Pt. E, §39 (COR).]
13-C M.R.S. § 728 — ME Code / Title 13-C / Chapter 7 / Section 728
13-C §728. Action by single and multiple voting groups
Status: in_force

1. Voting by single voting group. If a corporation's articles of incorporation or this Act provides for voting by a single voting group on a matter, action on that matter is taken when voted upon by that voting group as provided in section 727 . [PL 2001, c. 640, Pt. A, §2 (NEW); PL 2001, c. 640, Pt. B, §7 (AFF).]

2. Voting by multiple voting groups. If a corporation's articles of incorporation or this Act provides for voting by 2 or more voting groups on a matter, action on that matter is taken only when voted upon by each of those voting groups counted separately as provided in section 727 . Action may be taken by one voting group on a matter even though no action is taken by another voting group entitled to vote on the matter. [PL 2001, c. 640, Pt. A, §2 (NEW); PL 2001, c. 640, Pt. B, §7 (AFF).]
13-C M.R.S. § 729 — ME Code / Title 13-C / Chapter 7 / Section 729
13-C §729. Greater quorum or voting requirements
Status: in_force

1. Greater number may be required. A corporation's articles of incorporation may provide for a greater quorum or voting requirement for shareholders or voting groups of shareholders than is provided for by this Act. [PL 2001, c. 640, Pt. A, §2 (NEW); PL 2001, c. 640, Pt. B, §7 (AFF).]

2. Amendment of articles of incorporation. An amendment to a corporation's articles of incorporation that adds, changes or deletes a greater quorum or voting requirement must meet the same quorum requirement and be adopted by the same vote and voting groups required to take action under the quorum and voting requirements then in effect or proposed to be adopted, whichever is greater. [PL 2001, c. 640, Pt. A, §2 (NEW); PL 2001, c. 640, Pt. B, §7 (AFF).]
13 M.R.S. § 337 — ME Code / Title 13 / Part 1 / Chapter 9 / Section 337
13 §337. Books produced for trial; refusal
Status: in_force

When a suit or prosecution is pending for a violation, either of sections 334 to 336 or to enforce the liabilities created by Title 13‑C, section 833 , the clerk or person having custody of the books of the corporation shall, upon reasonable written notice, produce them on trial; and for neglect or refusal to do so, the person is liable to the same fine or imprisonment as the party on trial would be. [PL 2003, c. 344, Pt. D, §6 (AMD).]
13-C M.R.S. § 1004 — ME Code / Title 13-C / Chapter 10 / Section 1004
13-C §1004. Voting on amendments by voting groups
Status: in_force

1. Separate voting groups. If a corporation has more than one class of shares outstanding, the holders of the outstanding shares of a class are entitled to vote as a separate voting group, if shareholder voting is otherwise required by this Act, on a proposed amendment to the articles of incorporation if the amendment would: A. Effect an exchange or reclassification of all or part of the shares of the class into shares of another class; [PL 2001, c. 640, Pt. A, §2 (NEW); PL 2001, c. 640, Pt. B, §7 (AFF).] B. Effect an exchange or reclassification, or create the right of exchange, of all or part of the shares of another class into shares of the class; [PL 2001, c. 640, Pt. A, §2 (NEW); PL 2001, c. 640, Pt. B, §7 (AFF).] C. Change the rights, preferences or limitations of all or part of the shares of the class; [PL 2001, c. 640, Pt. A, §2 (NEW); PL 2001, c. 640, Pt. B, §7 (AFF).] D. Change the shares of all or part of the class into a different number of shares of the same class; [PL 2001, c. 640, Pt. A, §2 (NEW); PL 2001, c. 640, Pt. B, §7 (AFF).] E. Create a new class of shares having rights or preferences with respect to distributions that are prior or superior to the shares of the class; [PL 2011, c. 274, §49 (AMD).] F. Increase the rights, preferences or number of authorized shares of any class that, after giving effect to the amendment, have rights or preferences with respect to distributions that are prior or superior to the shares of the class; [PL 2011, c. 274, §50 (AMD).] G. Limit or deny an existing preemptive right of all or part of the shares of the class; or [PL 2001, c. 640, Pt. A, §2 (NEW); PL 2001, c. 640, Pt. B, §7 (AFF).] H. Cancel or otherwise affect rights to distributions that have accumulated but have not yet been authorized on all or part of the shares of the class. [PL 2001, c. 640, Pt. A, §2 (NEW); PL 2001, c. 640, Pt. B, §7 (AFF).] [PL 2011, c. 274, §§49, 50 (AMD).]

2. Voting rights of series. If a proposed amendment would affect a series of a class of shares in one or more of the ways described in subsection 1 , the holders of shares of that series are entitled to vote as a separate voting group on the proposed amendment. [PL 2001, c. 640, Pt. A, §2 (NEW); PL 2001, c. 640, Pt. B, §7 (AFF).]

3. Two or more classes or series affected; vote as one group. If a proposed amendment that entitles the holders of 2 or more classes or series of shares to vote as separate voting groups under this section would affect those 2 or more classes or series in the same or a substantially similar way, the holders of shares of all the classes or series so affected must vote together as a single voting group on the proposed amendment, unless otherwise provided in the articles of incorporation or required by the board of directors. [PL 2001, c. 640, Pt. A, §2 (NEW); PL 2001, c. 640, Pt. B, §7 (AFF).]

4. Nonvoting shares. A class or series of shares is entitled to the voting rights granted by this section even if the articles of incorporation provide that the shares are nonvoting shares. [PL 2001, c. 640, Pt. A, §2 (NEW); PL 2001, c. 640, Pt. B, §7 (AFF).]
13-B M.R.S. § 705 — ME Code / Title 13-B / Chapter 7 / Section 705
13-B §705. Place and notice of directors' meetings
Status: in_force

1. Purpose of meeting; business transacted not specified in notice. Meetings of the board of directors, regular or special, may be held either within or without this State, and upon such notice as the bylaws may prescribe. Attendance of a director at any meeting shall constitute a waiver of notice of such meeting, except when a director attends a meeting for the express purpose of objecting to the transaction of any business because the meeting is not lawfully called or convened. Neither the business to be transacted at, nor the purpose of, any regular or special meeting of the board of directors need be specified in the notice or waiver of notice of such meeting, unless the articles, the bylaws or this Act so requires. [PL 1977, c. 525, §13 (NEW).]

2. Participation at meetings by conference telephone. Unless otherwise restricted by the certificate of incorporation or bylaws, members of the board of directors of any corporation, or any committee designated by such board, may participate in a meeting of such board or committee by means of a conference telephone or similar communications equipment by means of which all persons participating in the meeting can hear each other and participation in a meeting pursuant to this subsection shall constitute presence in person at such meeting. [PL 1977, c. 525, §13 (NEW).]
13 M.R.S. § 1752 — ME Code / Title 13 / Part 2 / Chapter 85 / Section 1752
13 §1752. Voting
Status: in_force

1. One vote per member. Except as provided in subsection 5 , the votes in a cooperative affordable housing corporation must be assigned so that each member has one vote. [PL 1993, c. 300, §1 (NEW).]

2. Nonmembers on board. Nonmembers may be elected by the membership of the cooperative affordable housing corporation to serve on the board of directors of the cooperative affordable housing corporation, except that no more than 1/3 of the directors may be nonmembers. [PL 1993, c. 300, §1 (NEW).]

3. Proxy voting. Voting by proxy may be permitted in cooperative affordable housing corporations, subject to the following limitations: A. Proxies must be assigned to members; and [PL 1993, c. 300, §1 (NEW).] B. No more than one proxy may be voted by any member on any question. [PL 1993, c. 300, §1 (NEW).] [PL 1993, c. 300, §1 (NEW).]

4. Absentee ballots. Voting by absentee ballots may be permitted in cooperative affordable housing corporations. [PL 1993, c. 300, §1 (NEW).]

5. Alternative voting scheme. Notwithstanding subsection 1 , a cooperative affordable housing corporation not organized as a limited equity cooperative pursuant to section 1754 may adopt in its articles of incorporation or bylaws a voting scheme other than one vote per member, except that decisions to merge a cooperative affordable housing corporation with another entity, to dissolve it or to amend its articles of incorporation or bylaws must be made on the basis of one vote per member. [PL 1993, c. 300, §1 (NEW).]
13 M.R.S. § 723 — ME Code / Title 13 / Part 1 / Chapter 22-A / Section 723
13 §723. 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. B, §2 (NEW); PL 2001, c. 640, Pt. B, §7 (AFF).]

1. Disqualified person. "Disqualified person" means an individual or entity that for any reason is or becomes ineligible under this chapter to be issued shares by a professional corporation. [PL 2001, c. 640, Pt. B, §2 (NEW); PL 2001, c. 640, Pt. B, §7 (AFF).]

2. Domestic professional corporation. "Domestic professional corporation" means a professional corporation. [PL 2001, c. 640, Pt. B, §2 (NEW); PL 2001, c. 640, Pt. B, §7 (AFF).]

3. Foreign professional corporation. "Foreign professional corporation" means a corporation or association for profit incorporated for the purpose of rendering professional services under law other than the law of this State. [PL 2001, c. 640, Pt. B, §2 (NEW); PL 2001, c. 640, Pt. B, §7 (AFF).]

4. Professional corporation. "Professional corporation" means a corporation for profit, other than a foreign professional corporation, subject to the provisions of this chapter. [PL 2001, c. 640, Pt. B, §2 (NEW); PL 2001, c. 640, Pt. B, §7 (AFF).]

5. Professional limited liability company. "Professional limited liability company" means a limited liability company formed to perform a professional service. [PL 2001, c. 640, Pt. B, §2 (NEW); PL 2001, c. 640, Pt. B, §7 (AFF).]

6. Professional limited liability partnership. "Professional limited liability partnership" means a limited liability partnership formed to perform a professional service. [PL 2001, c. 640, Pt. B, §2 (NEW); PL 2001, c. 640, Pt. B, §7 (AFF).]

7. Professional service. "Professional service" means the professional services provided by the following persons to the extent they are required to be licensed under state law: A. Accountants, advanced practice registered nurses, attorneys, chiropractors, dentists, optometrists, osteopathic physicians, physicians and surgeons, physician associates, podiatrists, registered nurses and veterinarians; and [PL 2001, c. 640, Pt. B, §2 (NEW); PL 2001, c. 640, Pt. B, §7 (AFF); PL 2025, c. 316, §3 (REV).] B. Any person not listed in paragraph A who is required by state law to have a license as a precondition to engaging in that person's profession. [RR 2001, c. 2, Pt. A, §16 (COR); RR 2001, c. 2, Pt. A, §17 (AFF).] [RR 2001, c. 2, Pt. A, §16 (COR); RR 2001, c. 2, Pt. A, §17 (AFF); PL 2025, c. 316, §3 (REV).]

8. Qualified person. "Qualified person" means an individual, general partnership, professional limited liability company, professional limited liability partnership, other professional corporation or other entity or trust that is eligible under this chapter to be issued shares by a professional corporation or any other entity that is authorized by statute to provide the same professional service provided by the professional corporation. [PL 2003, c. 344, Pt. B, §1 (AMD).]
13-C M.R.S. § 1522 — ME Code / Title 13-C / Chapter 15 / Section 1522
13-C §1522. Automatic withdrawal upon certain conversions
Status: in_force

A foreign business corporation authorized to transact business in this State that converts to a domestic nonprofit corporation or any form of domestic filing entity is deemed to have withdrawn on the effective date of the conversion. [PL 2001, c. 640, Pt. A, §2 (NEW); PL 2001, c. 640, Pt. B, §7 (AFF).]
13 M.R.S. § 931-A — ME Code / Title 13 / Part 2 / Chapter 81 / Section 931-A
13 §931-A. Bylaws; disposal of assets
Status: in_force

The bylaws of a corporation organized under this chapter after the effective date of this section must provide for the disposal of the corporation's assets. [PL 1995, c. 300, §1 (NEW).]
13 M.R.S. § 2861 — ME Code / Title 13 / Part 2 / Chapter 93 / Section 2861
13 §2861. Meeting to form parish
Status: in_force

A person 18 years of age or older, desirous of becoming an incorporated parish or religious society, may apply to a notary public, who shall issue a warrant to one of them, directing that applicant to notify the other applicants to meet at some proper place expressed in the warrant. The applicant shall give notice of the meeting 7 days at least before holding the meeting by posting a notification of the meeting on the outer door of the meetinghouse or place of public worship of the society, if any, otherwise at such place as the notary appoints. [RR 2025, c. 1, Pt. E, §33 (COR).]
13 M.R.S. § 937 — ME Code / Title 13 / Part 2 / Chapter 81 / Section 937
13 §937. Dissolution
Status: in_force

Except as provided in section 938 , any corporation organized under this chapter may be dissolved by using the procedures set forth in Title 13-B, chapter 11 and deliver for filing with the Secretary of State the required certificates, signed and dated by the clerk or secretary of the corporation. Solely for the purposes of this section and the dissolution of a corporation organized under this chapter, each member with voting rights of the corporation, or if the corporation does not have members with voting rights, each director, trustee or member of the managing board, however designated, has one vote for the purposes of calling, noticing, conducting and holding meetings and voting at those meetings, and for the purpose of commencing or otherwise participating as a party in civil actions in respect of dissolution, but for no other purposes. In addition to other parties who may commence or participate in such civil actions as provided in the law relating to corporations organized under this chapter, the Attorney General may commence, or otherwise participate in, any civil action relating to the dissolution of any corporation organized under this chapter. [PL 2003, c. 523, §5 (AMD).]
13-C M.R.S. § 403 — ME Code / Title 13-C / Chapter 4 / Section 403
13-C §403. Registered name of foreign corporation
Status: in_force

1. Register corporate name. A foreign corporation may register its corporate name if the name is distinguishable on the records of the Secretary of State pursuant to section 401 . [PL 2001, c. 640, Pt. A, §2 (NEW); PL 2001, c. 640, Pt. B, §7 (AFF).]

2. Application. To register its corporate name a foreign corporation must deliver to the Secretary of State for filing an application that: A. Sets forth its corporate name, the state or country and date of its incorporation, the address of its principal office and a brief description of the nature of the business in which it is engaged; and [PL 2001, c. 640, Pt. A, §2 (NEW); PL 2001, c. 640, Pt. B, §7 (AFF).] B. Is accompanied by a certificate of existence or a document of similar import duly authenticated by 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. The certificate of existence must have been made not more than 90 days prior to the delivery of the application for filing. [PL 2003, c. 344, Pt. B, §48 (AMD).] [PL 2003, c. 344, Pt. B, §48 (AMD).]

3. Applicant's exclusive use. The corporate name is registered for the foreign corporation's exclusive use upon the effective date of the application until the end of the calendar year in which the application was filed. [PL 2001, c. 640, Pt. A, §2 (NEW); PL 2001, c. 640, Pt. B, §7 (AFF).]

4. Renewal of registered name. A foreign corporation whose registration is effective may renew it for a successive year by delivering for filing to the Secretary of State a renewal application that complies with the requirements of subsection 2 between October 1st and December 31st. The renewal application, when filed, renews the registration for the following calendar year. [PL 2001, c. 640, Pt. A, §2 (NEW); PL 2001, c. 640, Pt. B, §7 (AFF).]

5. Qualify as foreign corporation. A foreign corporation whose registration is effective may, after the registration is effective, qualify as a foreign corporation under the registered name or may consent in writing to the use of that name by a corporation subject to this Act or by another foreign corporation authorized to transact business in this State. The registration terminates when the domestic corporation is incorporated or the foreign corporation qualifies or consents to the qualification of another foreign corporation under the registered name. [PL 2003, c. 344, Pt. B, §49 (AMD).]
13 M.R.S. § 2733 — ME Code / Title 13 / Part 2 / Chapter 91 / Section 2733
13 §2733. Treasurer's powers and duties
Status: in_force

The treasurer may sue for and collect all debts due to the proprietors and shall render the treasurer's account of all moneys received and paid; and the treasurer shall hold the office during their pleasure. [RR 2025, c. 1, Pt. E, §30 (COR).]
13-B M.R.S. § 1101 — ME Code / Title 13-B / Chapter 11 / Section 1101
13-B §1101. Voluntary dissolution
Status: in_force

1. Manner of dissolution. A corporation may dissolve and wind up its activities in the following manner. A. If there are members entitled to vote thereon, the board of directors shall adopt a resolution recommending that the corporation be dissolved, and directing that the question of such dissolution be submitted to a vote at a meeting of members entitled to vote thereon, which may be either an annual or a special meeting. Written notice, stating that the purpose, or one of the purposes, of such meeting is to consider the advisability of dissolving the corporation, shall be given to each member entitled to vote at such meeting, within the time and in the manner provided in this Act for the giving of notice of meetings of members. A resolution to dissolve the corporation shall be adopted upon receiving at least a majority of the votes which members present at such meeting or represented by proxy are entitled to cast. [PL 1977, c. 525, §13 (NEW).] B. If there are no members, or no members entitled to vote thereon, the dissolution of the corporation shall be authorized at a meeting of the board of directors upon the adoption of a resolution to dissolve by the vote of a majority of the directors in office. [PL 1977, c. 525, §13 (NEW).] C. If all the members entitled to vote by the articles of incorporation authorize the dissolution of the corporation by written consent, upon the execution of such written consent, a statement of intent to dissolve shall be executed and delivered for filing, as provided by sections 104 and 106 and shall set forth the name of the corporation, the names and respective addresses of its officers and directors, a copy of the written consent signed by all the members of the corporation, and a statement that such written consent has been signed by all members of the corporation entitled to vote. Voluntary dissolution pursuant to this section does not require any vote or action of the directors. [PL 1977, c. 525, §13 (NEW).] [PL 1977, c. 525, §13 (NEW).]

2. Cessation of activities; notice. Upon the adoption of such resolution by the members, or by the board of directors if there are no members, or no members entitled to vote thereon, the corporation shall cease to conduct its activities except insofar as may be necessary for the winding up thereof, shall immediately cause a notice of the proposed dissolution to be mailed to each known creditor of the corporation, and shall proceed to collect its assets and apply and distribute them as provided in this Act. [PL 1977, c. 525, §13 (NEW).]

3. Provision for prescribing dissolution. The articles of incorporation of any corporation may contain a provision prescribing for approval of any resolution to dissolve the corporation a vote greater than, but in no event less than, that prescribed by subsection 1 . [PL 1977, c. 525, §13 (NEW).]

4. Statement of intent. Upon the adoption of such resolution, a statement of intent to dissolve shall be executed and delivered for filing, as provided by sections 104 and 106 , and shall set forth: (1) The name of the corporation; (2) The names and respective addresses of its officers and directors; (3) A copy of the resolution adopted by the members or directors authorizing the dissolution of the corporation; (4) The number of members entitled to vote; and (5) The number of members voted for and against the resolution, respectively. [PL 1977, c. 525, §13 (NEW).]

5. Cessation of activities. Upon the filing by the Secretary of State of a statement of intent to dissolve, the corporation shall cease to carry on its activities, except insofar as may be necessary or appropriate for the winding up thereof, but its corporate existence shall continue until the filing date of the articles of dissolution, or until a decree dissolving the corporation has been entered by a court of competent jurisdiction. [PL 1977, c. 525, §13 (NEW).]
13 M.R.S. § 1384 — ME Code / Title 13 / Part 2 / Chapter 83 / Section 1384
13 §1384. Service of notice
Status: in_force

The person, association, corporation or municipality having ownership or management of a cemetery shall choose that method of notice most reasonably anticipated to be effective. Personal service on the record owner in the same way service of process is made in accordance with Maine Rules of Civil Procedure is the preferred method. If that is not reasonably possible, personal service in the same manner must be considered on the heirs or devisees. If that is not reasonably possible, the notice must be served by delivery by certified mail, return receipt requested, to the record owner at the owner's last known address. If the record owner is deceased or the record owner's whereabouts are unknown, the notice must be served by delivery by certified mail, return receipt requested, to the heirs or devisees of the record owner, to their last known address. If the address of the record owner or heirs or devisees of the record owner cannot be ascertained, notice of the forfeiture must be given by one publication in the official newspaper of the county in which the cemetery is located. In addition, the notice must be recorded in the registry of deeds in the county where the cemetery lot is located. [RR 2025, c. 1, Pt. E, §6 (COR).]
13-C M.R.S. § 1425 — ME Code / Title 13-C / Chapter 14 / Section 1425
13-C §1425. Revival of a domestic business corporation after dissolution
Status: in_force

1. Determination of need to revive corporation. If the Secretary of State finds that a corporation has dissolved in any manner under this chapter and that the corporation should be revived for any specified purpose or purposes for a specific period of time, the Secretary of State may upon application by an interested party file a certificate of revival in a form or format prescribed by the Secretary of State for reviving the corporation. [PL 2007, c. 231, §22 (NEW).]

2. Certificate of revival. The certificate of revival must include: A. The name of the corporation and its original date of incorporation; [PL 2007, c. 231, §22 (NEW).] B. The name of the domestic business corporation's clerk and the address of its clerk at the time of dissolution; [PL 2007, c. 231, §22 (NEW).] C. The name and address of the party or parties requesting the revival; [PL 2007, c. 231, §22 (NEW).] D. The purpose or purposes for which revival is requested; and [PL 2007, c. 231, §22 (NEW).] E. The time period needed to complete the purpose or purposes specified under paragraph D . [PL 2007, c. 231, §22 (NEW).] [PL 2007, c. 231, §22 (NEW).]

3. Notice of revival. The Secretary of State shall issue a notice to the corporation to the address provided in subsection 2, paragraph C stating that the revival has been granted for the purpose or purposes and for the time period specified pursuant to the certificate of revival filed under this section. [PL 2007, c. 231, §22 (NEW).]

4. Termination of revival. When the time period specified in subsection 2, paragraph E has expired, the Secretary of State shall send a notice to the corporation at the address provided in subsection 2, paragraph C that the status of the corporation has returned to the status prior to filing the certificate of revival under this section. [PL 2007, c. 231, §22 (NEW).]
13-C M.R.S. § 1420 — ME Code / Title 13-C / Chapter 14 / Section 1420
13-C §1420. Grounds for administrative dissolution
Status: in_force

Notwithstanding Title 4, chapter 5 and Title 5, chapter 375 , the Secretary of State may commence a proceeding under section 1421 to administratively dissolve a corporation if: [PL 2001, c. 640, Pt. A, §2 (NEW); PL 2001, c. 640, Pt. B, §7 (AFF).]

1. Nonpayment of fees or penalties. The corporation does not pay when they are due any fees or penalties imposed by this Act or other law; [PL 2003, c. 631, §24 (AMD).]

2. Failure to file annual report. The corporation does not deliver its annual report to the Secretary of State as required by section 1621 ; [PL 2003, c. 631, §24 (AMD).]

3. Failure to pay late filing penalty. The corporation does not pay the annual report late filing penalty as required by section 1622 ; [PL 2003, c. 631, §24 (AMD).]

4. Failure to maintain clerk. The corporation is without a clerk in this State as required by Title 5, section 105, subsection 1 ; [PL 2007, c. 323, Pt. C, §20 (AMD); PL 2007, c. 323, Pt. G, §4 (AFF).]

5. Failure to notify of change of clerk or change of clerk's address. The corporation does not notify the Secretary of State that its clerk has changed as required by Title 5, section 108, subsection 1 or the address of its clerk has been changed as required by Title 5, section 109 or 110 or that its clerk has resigned as required by Title 5, section 111 ; or [PL 2007, c. 323, Pt. C, §21 (AMD); PL 2007, c. 323, Pt. G, §4 (AFF).]

6. Filing of false information. An incorporator, director, officer or agent of the 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. [PL 2001, c. 640, Pt. A, §2 (NEW); PL 2001, c. 640, Pt. B, §7 (AFF).]
13 M.R.S. § 753 — ME Code / Title 13 / Part 1 / Chapter 22-A / Section 753
13 §753. Responsibility for professional services
Status: in_force

1. Relationship between professional and recipient of services. This chapter does not modify the liability of a person rendering a professional service with respect to that service. [PL 2001, c. 640, Pt. B, §2 (NEW); PL 2001, c. 640, Pt. B, §7 (AFF).]

2. Shareholder liability for debts and claims. Except as provided in subsection 3 , the liability of shareholders for the debts of and claims against a corporation is the same as that of shareholders of a business corporation. [PL 2001, c. 640, Pt. B, §2 (NEW); PL 2001, c. 640, Pt. B, §7 (AFF).]

3. Shareholder liability arising from rendering professional service. A shareholder is jointly and severally liable for claims arising from the rendering of a professional service by a domestic professional corporation or foreign professional corporation if that shareholder: A. Personally and directly participated in rendering that portion of a professional service that was performed negligently or in breach of any other legal duty; or [PL 2001, c. 640, Pt. B, §2 (NEW); PL 2001, c. 640, Pt. B, §7 (AFF).] B. Directly supervised and controlled that portion of a professional service rendered by another person that was performed negligently or in breach of any other legal duty. [PL 2001, c. 640, Pt. B, §2 (NEW); PL 2001, c. 640, Pt. B, §7 (AFF).] [PL 2001, c. 640, Pt. B, §2 (NEW); PL 2001, c. 640, Pt. B, §7 (AFF).]
13 M.R.S. § 2906 — ME Code / Title 13 / Part 2 / Chapter 93 / Section 2906
13 §2906. Qualification of voters
Status: in_force

No person described in section 2866 shall vote in meetings of any territorial parish who is not a contributor to its support. [PL 1977, c. 255, §2 (AMD).]
13 M.R.S. § 1873 — ME Code / Title 13 / Part 2 / Chapter 85 / Section 1873
13 §1873. Officers
Status: in_force

The board shall elect one or more officers as authorized in the bylaws. The bylaws of each cooperative must provide for one or more officers, including the qualifications for and the titles of those officers. [PL 1999, c. 48, §1 (AMD).]
13-C M.R.S. § 1325 — ME Code / Title 13-C / Chapter 13 / Section 1325
13-C §1325. Payment
Status: in_force

1. Fair value. Except as provided in section 1326 , within 30 days after the form required by section 1323, subsection 2, paragraph B , subparagraph (2) is due, a corporation shall pay in cash to those shareholders who complied with section 1324, subsection 1 the amount the corporation estimates to be the fair value of their shares, plus interest. [PL 2001, c. 640, Pt. A, §2 (NEW); PL 2001, c. 640, Pt. B, §7 (AFF).]

2. Additional information. The payment to each shareholder pursuant to subsection 1 must be accompanied by: A. Annual financial statements specified in section 1620, subsection 1 of the corporation that issued the shares to be appraised, whether or not a close corporation, that must be as of a date ending not more than 16 months before the date of payment and must comply with section 1620, subsection 2 . If such annual financial statements are not reasonably available, the corporation shall provide reasonably equivalent financial information; [PL 2007, c. 289, §40 (AMD).] B. A statement of the corporation's estimate of the fair value of the shares, which estimate must equal or exceed the corporation's estimate given pursuant to section 1323, subsection 2, paragraph B , subparagraph (3); [PL 2007, c. 289, §40 (AMD).] C. A statement that shareholders described in subsection 1 have the right to demand further payment under section 1327 and that if any such shareholder does not do so within the time period specified in section 1327 , that shareholder is deemed to have accepted the payment in full satisfaction of the corporation's obligations under this chapter; and [PL 2007, c. 289, §40 (AMD).] D. The latest available quarterly financial statements of the corporation, if any. [PL 2007, c. 289, §40 (NEW).] [PL 2007, c. 289, §40 (AMD).]
13 M.R.S. § 907 — ME Code / Title 13 / Part 2 / Chapter 81 / Section 907
13 §907. Filing duty of the Secretary of State
Status: in_force

If a certificate delivered for filing with the Secretary of State satisfies the requirements of this chapter, the Secretary of State shall file the certificate. The date of filing is the date of receipt by the Secretary of State. After filing any certificate under this chapter, the Secretary of State shall deliver to the corporation or its representative a copy of the document with an acknowledgement of the date of filing. [PL 2003, c. 523, §2 (NEW).]
13 M.R.S. § 1976 — ME Code / Title 13 / Part 2 / Chapter 85 / Section 1976
13 §1976. Use of words "cooperative," "co-op"
Status: in_force

No person, firm, corporation or association, domestic or foreign, hereafter commencing business in this State may use the word "cooperative" or "co-op" as a part of its corporate 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 its creation shall be entitled to use the term "cooperative" or "co-op" in this State if it has obtained the privilege of doing business in this State. [PL 1983, c. 136 (NEW).]
13 M.R.S. § 1756 — ME Code / Title 13 / Part 2 / Chapter 85 / Section 1756
13 §1756. Offering of cooperative interests; subscription agreement; disclosures required
Status: in_force

1. Materials provided to prospective members. In conjunction with the offering of cooperative interests to prospective members, a person or entity offering to sell cooperative interests shall provide to a purchaser prior to the execution of a subscription agreement by the purchaser a copy of the proposed or adopted articles of incorporation and bylaws of the cooperative affordable housing corporation, a subscription agreement or sales agreement, a proposed proprietary lease and the most current corporate financial statements, if any exist. [PL 1993, c. 300, §1 (NEW).]

2. Contents of agreements. The subscription agreement or sales agreement must contain: A. Provisions detailing the cost of acquisition of a cooperative interest, the rights and privileges of membership in the cooperative affordable housing corporation and terms and conditions of occupancy of a unit in the cooperative affordable housing corporation; [PL 1993, c. 300, §1 (NEW).] B. Provisions, if any, under which the subscription agreement or sales agreement is subordinated to other agreements or otherwise encumbered; [PL 1993, c. 300, §1 (NEW).] C. Provisions for cancellation of the agreement by either party; and [PL 1993, c. 300, §1 (NEW).] D. A legally sufficient description of the property. [PL 1993, c. 300, §1 (NEW).] [PL 1993, c. 300, §1 (NEW).]

3. Cancellation. The subscriber or purchaser has the right to cancel the subscription agreement or sales agreement without penalty upon provision of written notice to the offeror within 10 days of the date of signing the agreement. In the event of a cancellation, all money paid by the subscriber or purchaser to the offeror must be returned to the subscriber or purchaser by the offeror within 14 days of receipt of the notice of cancellation. The offeror shall inform the subscriber or purchaser in writing of the right of cancellation. [PL 1993, c. 300, §1 (NEW).]

Notwithstanding any other provision of law to the contrary, the offer of membership, shares or other ownership interests in a cooperative affordable housing corporation or any other corporation or unincorporated association organized for the primary purpose of providing housing on a cooperative basis as a consumer cooperative under subchapter 1 or otherwise is not the offer of a security pursuant to Title 32, chapter 135 or any other provision of law. [PL 2005, c. 65, Pt. C, §7 (AMD).]
13-C M.R.S. § 1323 — ME Code / Title 13-C / Chapter 13 / Section 1323
13-C §1323. Appraisal notice and form
Status: in_force

1. Written appraisal notice; form. If a proposed corporate action requiring appraisal rights under section 1302 becomes effective, a corporation must send a written appraisal notice and the form required by subsection 2, paragraph A to all shareholders who satisfied the requirements of section 1322‑A . In the case of a merger under section 1105 , the parent shall send an appraisal notice and form to all record shareholders who may be entitled to assert appraisal rights. [PL 2011, c. 274, §69 (AMD).]

2. Appraisal notice. The appraisal notice required by subsection 1 must be delivered no earlier than the date a corporate action became effective and no later than 10 days after that date and must: A. Supply a form that specifies the first date of any announcement to shareholders, made prior to the date the corporate action became effective, of the principal terms of the proposed corporate action, if any. If such announcement was made the form must: (1) Require the shareholder asserting appraisal rights to certify whether beneficial ownership of those shares for which appraisal rights are asserted was acquired before that date; and (2) Require the shareholder asserting appraisal rights to certify that the shareholder did not vote for or consent to the transaction; [PL 2007, c. 289, §37 (RPR).] B. Include the following information: (1) Where the form must be sent and where certificates for certificated shares must be deposited and the date by which those certificates must be deposited, which date may not be earlier than the date for receiving the required form under subparagraph (2); (2) A date by which the corporation must receive the form, which date may not be fewer than 40 nor more than 60 days after the date the appraisal notice is sent, and a statement that the shareholder has waived the right to demand appraisal with respect to the shares unless the form is received by the corporation by the specified date; (3) A corporation's estimate of the fair value of the shares; (4) That, if requested in writing, a corporation will provide, to the shareholder so requesting, within 10 days after the date specified in subparagraph (2) the number of shareholders who return the forms by the specified date and the total number of shares owned by those shareholders; and (5) The date by which the notice to withdraw under section 1324 must be received, which date must be within 20 days after the date specified in subparagraph (2); and [PL 2011, c. 274, §70 (AMD).] C. Be accompanied by a copy of this chapter. [PL 2001, c. 640, Pt. A, §2 (NEW); PL 2001, c. 640, Pt. B, §7 (AFF).] [PL 2011, c. 274, §70 (AMD).]

3. Notice accompanied by financial statements. When corporate action described in section 1302, subsection 1 is proposed, or a merger pursuant to section 1105 is effected, the notice referred to in subsection 1 , if the corporation concludes that appraisal rights are or may be available, and in subsection 2 must be accompanied by: A. The annual financial statements specified in section 1620, subsection 1 of the corporation that issued the shares that may be subject to appraisal, whether or not a close corporation, which must be as of a date ending not more than 16 months before the date of the notice and must comply with section 1620, subsection 2 . If such annual financial statements are not reasonably available, the corporation shall provide reasonably equivalent financial information; and [PL 2007, c. 289, §38 (NEW).] B. The latest available quarterly financial statements of such corporation, if any. [PL 2007, c. 289, §38 (NEW).] [PL 2007, c. 289, §38 (NEW).]
13 M.R.S. § 3107 — ME Code / Title 13 / Part 2 / Chapter 93 / Section 3107
13 §3107. Owners may incorporate
Status: in_force

The owners of a meetinghouse or building for public worship and the pew owners may be incorporated when any 3 or more of them apply to be incorporated to a notary public, who shall issue a warrant to one of them, stating the time, place and purpose of the meeting, and directing that person to notify the owners by posting a certified copy of it for 14 days on the principal outer door of the building and in one or more public places in the same town. [RR 2025, c. 1, Pt. E, §44 (COR).]
13 M.R.S. § 2104 — ME Code / Title 13 / Part 2 / Chapter 87 / Section 2104
13 §2104. President; vice-presidents; secretary; treasurer
Status: in_force

The directors shall elect from their number a president and one or more vice-presidents. They shall elect a secretary and a treasurer, who need not be directors or members of the association, and they may combine the 2 latter offices and unite both functions and titles in one person. The treasurer may be a bank or any depository and, as such, shall not be considered as an officer, but as a function of the board of directors. In such case, the secretary shall perform the usual accounting duties of the treasurer, excepting that the funds shall be deposited only as and where authorized by the board of directors. Any vacancy in any office, other than that of director, shall be filled by the board of directors.
13 M.R.S. § 1505 — ME Code / Title 13 / Part 2 / Chapter 85 / Section 1505
13 §1505. Taxation
Status: in_force

Associations formed under this subchapter and foreign corporations and associations admitted to do business in the State and entitled to the benefits of this subchapter shall pay the annual license fee required of other business corporations and foreign corporations.
13-C M.R.S. § 1831 — ME Code / Title 13-C / Chapter 18 / Section 1831
13-C §1831. Preparation of annual benefit report
Status: in_force

1. Contents. A benefit corporation shall prepare an annual benefit report including: A. A narrative description of: (1) The ways in which the benefit corporation pursued general public benefit during the year and the extent to which general public benefit was created; (2) The ways in which the benefit corporation pursued a specific public benefit that the articles of incorporation state it is the purpose of the benefit corporation to create and the extent to which that specific public benefit was created; (3) Any circumstances that have hindered the creation by the benefit corporation of general public benefit or a specific public benefit; and (4) The process and rationale for selecting or changing the 3rd-party standard used to prepare the benefit report; [PL 2019, c. 328, §1 (NEW).] B. An assessment of the overall social and environmental performance of the benefit corporation against a 3rd-party standard: (1) Applied consistently with any application of that standard in prior benefit reports; or (2) Accompanied by an explanation of the reasons for any inconsistent application or the change to that standard from the one used in the immediately prior report; [PL 2019, c. 328, §1 (NEW).] C. The name of the benefit director and the benefit officer, if any, and the address to which correspondence to each of them may be directed; [PL 2019, c. 328, §1 (NEW).] D. The compensation paid by the benefit corporation during the year to each director in the capacity of a director; [PL 2019, c. 328, §1 (NEW).] E. The statement of the benefit director described in section 1822, subsection 3 ; and [PL 2019, c. 328, §1 (NEW).] F. A statement of any connection between the organization that established the 3rd-party standard, or its directors, officers or any holder of 5% or more of the governance interests in the organization, and the benefit corporation, or its directors, officers or any holder of 5% or more of the outstanding shares of the benefit corporation, including any financial or governance relationship that might materially affect the credibility of the use of the 3rd-party standard. [PL 2019, c. 328, §1 (NEW).] [PL 2019, c. 328, §1 (NEW).]

2. Change of benefit director. If, during the year covered by a benefit report, a benefit director resigned from or refused to stand for reelection to the position of benefit director, or was removed from the position of benefit director, and the benefit director furnished the benefit corporation with any written correspondence concerning the circumstances surrounding the resignation, refusal or removal, the benefit report must include that correspondence as an exhibit. [PL 2019, c. 328, §1 (NEW).]

3. Audit not required. Neither the benefit report nor the assessment of the performance of the benefit corporation in the benefit report required by subsection 1, paragraph B needs to be audited or certified by a 3rd party. [PL 2019, c. 328, §1 (NEW).]
13 M.R.S. § 2196 — ME Code / Title 13 / Part 2 / Chapter 87 / Section 2196
13 §2196. Nonpar issuance
Status: in_force

If an association issues nonpar value stock the issue of such stock shall be governed by the laws regulating the issuance of nonpar value stock in domestic corporations.
13-B M.R.S. § 721 — ME Code / Title 13-B / Chapter 7 / Section 721
13-B §721. Misapplication of funds or assets of public benefit corporation
Status: in_force

1. Prohibited transaction. The funds or assets of a public benefit corporation may not be transferred or applied and a director or officer of a public benefit corporation may not authorize the transfer or application of funds or assets of the public benefit corporation if: A. The transfer constitutes a conflict-of- interest transaction that is neither fair nor properly approved as determined under section 718 ; [PL 2001, c. 550, Pt. C, §18 (NEW); PL 2001, c. 550, Pt. C, §29 (AFF).] B. The transfer misapplies the funds or assets in violation of statute, including conversion transactions in violation of Title 5, sections 194‑C to 194‑H ; [PL 2001, c. 550, Pt. C, §18 (NEW); PL 2001, c. 550, Pt. C, §29 (AFF).] C. The transfer is to a director or officer of the public benefit corporation or to another person in a position to exercise substantial influence over the affairs of the corporation and constitutes private inurement or excess benefits that exceed the fair market value of the property or services received in return; or [PL 2001, c. 550, Pt. C, §18 (NEW); PL 2001, c. 550, Pt. C, §29 (AFF).] D. The transfer of funds or assets is to a subsidiary or joint venture organized as a for-profit entity, unless the board of the public benefit corporation determines in good faith under the facts and circumstances at the time of transfer or commitment to transfer that: (1) The organization and operations of the for-profit entity will serve, further or support a charitable purpose of the public benefit corporation; (2) The transfer or the commitment to transfer is fair to the public benefit corporation; (3) Distributions of net income by the for-profit entity to owners and investors will be proportionate to their investment interests; and (4) The articles of incorporation, bylaws or similar organizational documents require that compensation transactions between the for-profit entity and investors in the entity or directors or officers of the entity or others in a position to exercise substantial influence over the affairs of the entity be established in amounts that do not exceed the fair market value of services or property to be provided to the entity. [PL 2001, c. 550, Pt. C, §18 (NEW); PL 2001, c. 550, Pt. C, §29 (AFF).] [PL 2001, c. 550, Pt. C, §18 (NEW); PL 2001, c. 550, Pt. C, §29 (AFF).]

2. Conversion transactions. If a transfer under this section constitutes a conversion transaction as defined in Title 5, section 194‑B, subsection 2 , the provisions of Title 5, sections 194‑B to 194‑K may apply and nothing in this section is intended to supersede those provisions applicable to such transactions. [PL 2001, c. 550, Pt. C, §18 (NEW); PL 2001, c. 550, Pt. C, §29 (AFF).]
13-B M.R.S. § 802 — ME Code / Title 13-B / Chapter 8 / Section 802
13-B §802. Procedure to amend articles of incorporation
Status: in_force

1. Amendments. Amendments to the articles of incorporation shall be made in the following manner. A. If there are members entitled to vote thereon, the board of directors shall adopt a resolution setting forth the proposed amendment and directing that it be submitted to a vote at a meeting of members entitled to vote thereon, which may be either an annual or a special meeting. Written notice setting forth the proposed amendment or a summary of the changes to be effected thereby shall be given to each member entitled to vote at such meeting within the time and in the manner provided in this Act for the giving of notice of meetings of members. The proposed amendment shall be adopted upon receiving at least a majority of the votes which members present at such meeting or represented by proxy are entitled to cast. [PL 1977, c. 525, §13 (NEW).] B. If there are no members, or no members entitled to vote thereon, an amendment shall be adopted at a meeting of the board of directors upon receiving the vote of a majority of the directors in office. [PL 1977, c. 525, §13 (NEW).] C. Upon adoption, articles of amendment shall be executed and delivered for filing as provided in sections 104 and 106 . [PL 1977, c. 525, §13 (NEW).] [PL 1977, c. 525, §13 (NEW).]

2. Number of amendments. Any number of amendments may be submitted and voted upon at any one meeting. [PL 1977, c. 525, §13 (NEW).]

3. Provision prescribing amendment of articles. The articles of incorporation may contain a provision prescribing for amendment of the articles a vote greater than, but in no event less than, that prescribed by subsection 1 . [PL 1977, c. 525, §13 (NEW).]

4. Articles of incorporation amended. The articles of incorporation may be amended by written consent of all members entitled to vote on such amendment, as provided by section 606 . If such unanimous written consent is given, no resolution of the board of directors proposing the amendment is necessary. [PL 1977, c. 525, §13 (NEW).]

5. Amendment of articles of incorporation of public benefit corporation. If an amendment of the articles of incorporation of a public benefit corporation results in a material change in the nature of the activities conducted by the corporation, the corporation shall give notice to the Attorney General of the amendment simultaneously with the filing of the amended articles with the Secretary of State. [PL 2001, c. 550, Pt. C, §19 (NEW); PL 2001, c. 550, Pt. C, §29 (AFF).]
13 M.R.S. § 904 — ME Code / Title 13 / Part 2 / Chapter 81 / Section 904
13 §904. 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 promulgate rules in accordance with the Maine Administrative Procedure Act to establish a fee schedule and governing procedures. [PL 1991, c. 465, §15 (NEW).]
13-C M.R.S. § 1331 — ME Code / Title 13-C / Chapter 13 / Section 1331
13-C §1331. Court action
Status: in_force

1. Commence proceeding. If a shareholder makes demand for payment under section 1327 that remains unsettled, a corporation shall commence a proceeding within 60 days after receiving the payment demand and petition the court to determine the fair value of the shares and accrued interest. If the corporation does not commence the proceeding within the 60-day period, the corporation shall pay in cash to each shareholder the amount the shareholder demanded pursuant to section 1327 plus interest. [PL 2001, c. 640, Pt. A, §2 (NEW); PL 2001, c. 640, Pt. B, §7 (AFF).]

2. Appropriate court. A corporation shall commence the proceeding under subsection 1 in the appropriate court of the county where the corporation's principal office is located or, if there is no principal office, in Kennebec County. If the corporation is a foreign corporation, the corporation shall commence the proceeding in the county in this State where the principal office of the domestic corporation merged with the foreign corporation was located or, if the domestic corporation did not have its principal office in this State at the time of the transaction, in Kennebec County. [PL 2009, c. 415, Pt. A, §9 (AMD).]

3. Shareholders party to proceeding. A corporation shall make all shareholders whether or not residents of this State whose demands remain unsettled parties to the proceeding as in an action against their shares, and all parties must be served with a copy of the petition. Nonresidents may be served by registered or certified mail or by publication as provided by law. [PL 2001, c. 640, Pt. A, §2 (NEW); PL 2001, c. 640, Pt. B, §7 (AFF).]

4. Jurisdiction; appraisers. The jurisdiction of the court in which the proceeding is commenced under subsection 2 is plenary and exclusive. 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 powers described in the order appointing them or in any amendment to the order. The shareholders demanding appraisal rights under this chapter are entitled to the same discovery rights as parties in other civil proceedings. Shareholders demanding appraisal rights under this chapter do not have a right to a jury trial. [PL 2001, c. 640, Pt. A, §2 (NEW); PL 2001, c. 640, Pt. B, §7 (AFF).]

5. Shareholder entitled to judgment. Each shareholder made a party to the proceeding under subsection 1 is entitled to judgment for the: A. Amount, if any, by which the court finds the fair value of the shareholder's shares, plus interest, exceeds the amount paid by a corporation to the shareholder for the shares; or [PL 2001, c. 640, Pt. A, §2 (NEW); PL 2001, c. 640, Pt. B, §7 (AFF).] B. Fair value, plus interest, of the shareholder's shares for which a corporation elected to withhold payment under section 1326 . [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. § 628 — ME Code / Title 13-C / Chapter 6 / Section 628
13-C §628. Restriction on transfer of shares and other securities
Status: in_force

1. Share includes. For purposes of this section, "share" includes a security convertible into or carrying a right to subscribe for or acquire shares. [PL 2001, c. 640, Pt. A, §2 (NEW); PL 2001, c. 640, Pt. B, §7 (AFF).]

2. Imposition of restrictions. A corporation's articles of incorporation or bylaws, an agreement among shareholders or an agreement between shareholders and the corporation may impose restrictions on the transfer or registration of transfer of shares of the corporation. A restriction does not affect shares issued before the restriction was adopted unless the holders of the shares are parties to the restriction agreement or voted in favor of the restriction. [PL 2001, c. 640, Pt. A, §2 (NEW); PL 2001, c. 640, Pt. B, §7 (AFF).]

3. Existence of restriction must be made known. A restriction on the transfer or registration of transfer of shares is valid and enforceable against the holder or a transferee of the holder if the restriction is authorized by this section and its existence is noted conspicuously on the front or back of the certificate or is contained in the information statement required by section 627, subsection 2 . Unless so noted, a restriction is not enforceable against a person who has no knowledge of the restriction. [PL 2001, c. 640, Pt. A, §2 (NEW); PL 2001, c. 640, Pt. B, §7 (AFF).]

4. Purpose of restriction. A restriction on the transfer or registration of transfer of shares is authorized: A. To maintain the corporation's status when it is dependent on the number or identity of its shareholders; [PL 2001, c. 640, Pt. A, §2 (NEW); PL 2001, c. 640, Pt. B, §7 (AFF).] B. To preserve exemptions under federal or state securities law; or [PL 2001, c. 640, Pt. A, §2 (NEW); PL 2001, c. 640, Pt. B, §7 (AFF).] C. For any other reasonable purpose. [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. Authorized restrictions. A restriction on the transfer or registration of transfer of shares may: A. Obligate the shareholder first to offer the corporation or other persons, separately, consecutively or simultaneously, an opportunity to acquire the restricted shares; [PL 2001, c. 640, Pt. A, §2 (NEW); PL 2001, c. 640, Pt. B, §7 (AFF).] B. Obligate the corporation or other persons, separately, consecutively or simultaneously, to acquire the restricted shares; [PL 2001, c. 640, Pt. A, §2 (NEW); PL 2001, c. 640, Pt. B, §7 (AFF).] C. Require the corporation, the holders of any class of its shares or another person to approve the transfer of the restricted shares if the requirement is not manifestly unreasonable; or [PL 2001, c. 640, Pt. A, §2 (NEW); PL 2001, c. 640, Pt. B, §7 (AFF).] D. Prohibit the transfer of the restricted shares to designated persons or classes of persons if the prohibition is not manifestly unreasonable. [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 M.R.S. § 332 — ME Code / Title 13 / Part 1 / Chapter 9 / Section 332
13 §332. Mortgages
Status: in_force

Title 23, chapter 605, subchapters IV and V , shall apply to and include all mortgages of franchises, lands or other hereditaments or of all of them heretofore or hereafter given by any corporation to trustees to secure scrip or bonds of said corporation. The holder of said scrip or bonds shall have the benefit of all said sections, whether the said mortgages have been or may be foreclosed in the manner provided by Title 23, section 5161 , or in any other legal manner, and to the extent of and with reference to the property covered by the mortgage. The new corporation, when organized, shall have the rights and privileges of the original corporation. [PL 1987, c. 141, Pt. B, §12 (AMD).]
13-B M.R.S. § 707 — ME Code / Title 13-B / Chapter 7 / Section 707
13-B §707. Unanimous action by directors without a meeting
Status: in_force

Unless otherwise provided by the articles of incorporation or bylaws, any action required by this Act to be taken at a meeting of the directors of a corporation, or any action which may be taken at a meeting of the directors or of a committee of the directors, may be taken without a meeting if all of the directors, or all of the members of the committee, as the case may be, sign written consents setting forth the action taken or to be taken, at any time before or after the intended effective date of such action. Such consents shall be filed with the minutes of directors' meetings or committee meetings, as the case may be, and shall have the same effect as a unanimous vote. [PL 1977, c. 525, §13 (NEW).]
13 M.R.S. § 3169 — ME Code / Title 13 / Part 2 / Chapter 93 / Section 3169
13 §3169. Administration of ministerial and school funds
Status: in_force

The ministerial and school funds now held in trust by any town or by a corporation existing under section 3162 may be turned over to the Treasurer of State to be administered in accordance with the terms and provisions of such trust and those funds must be invested by the Treasurer of State in the same manner as provided for investments in securities enumerated in Title 9-B, chapter 55-A . Such town or corporation thereupon is relieved of any further duties or liabilities for such funds, provided such town, acting under an appropriate article in the warrant at any annual town meeting, votes to cause such funds to be entrusted to the Treasurer of State. [PL 1991, c. 824, Pt. A, §22 (AMD).]
13-C M.R.S. § 805 — ME Code / Title 13-C / Chapter 8 / Section 805
13-C §805. Terms of directors
Status: in_force

1. Terms of initial directors. The terms of the initial directors of a corporation expire at the first shareholders' meeting at which directors are elected. [PL 2001, c. 640, Pt. A, §2 (NEW); PL 2001, c. 640, Pt. B, §7 (AFF).]

2. Terms of subsequent directors. The terms of all other directors expire at the next, or if their terms are staggered in accordance with section 806 , at the applicable 2nd or 3rd, annual shareholders' meeting following their election. [PL 2007, c. 289, §13 (AMD).]

3. Decrease in number of directors. A decrease in the number of directors does not shorten an incumbent director's term. [PL 2001, c. 640, Pt. A, §2 (NEW); PL 2001, c. 640, Pt. B, §7 (AFF).]

4. Term of director elected to fill vacancy. The term of a director elected to fill a vacancy expires at the next shareholders' meeting at which directors are elected or, in the case of staggered terms, at such other time as the corporation's articles of incorporation may provide. [PL 2001, c. 640, Pt. A, §2 (NEW); PL 2001, c. 640, Pt. B, §7 (AFF).]

5. Continue service. Despite the expiration of a director's term, the director continues to serve until a successor is elected and qualifies or until there is a decrease in the number of directors. [PL 2001, c. 640, Pt. A, §2 (NEW); PL 2001, c. 640, Pt. B, §7 (AFF).]
13 M.R.S. § 1642 — ME Code / Title 13 / Part 2 / Chapter 85 / Section 1642
13 §1642. Subscribers
Status: in_force

Any natural person or group eligible for membership and legally obligated to purchase a share or shares of, or membership in, an association shall be deemed a subscriber. The articles or bylaws may determine whether, and the conditions under which, any voting rights or other rights of membership shall be granted to subscribers.
13 M.R.S. § 1912 — ME Code / Title 13 / Part 2 / Chapter 85 / Section 1912
13 §1912. Certificates; transfers; dividends; preferred stock
Status: in_force

1. Certificate for membership or stock. A certificate for membership or stock may not be issued until fully paid for, but bylaws may provide that a member may vote and hold office prior to payment in full for the member's membership or stock. [RR 2025, c. 1, Pt. E, §14 (COR).]

2. Dividends. Dividends in excess of 8% on the actual cash value of the consideration received by the association may not be paid on common or preferred stock or membership capital, but dividends may be cumulative. [RR 2025, c. 1, Pt. E, §14 (COR).]

3. Net income distributed. Net income in excess of dividends and additions to reserves must be distributed on the basis of patronage, and the books of the association must show the interest of patrons in the reserves. The bylaws may provide that any distribution to a nonmember eligible for membership may be credited to the nonmember until the amount of the distribution equals the value of a membership certificate or a share of the association's common stock. The distribution credited to the account of a nonmember may be transferred to the reserve fund at the option of the board if after 6 years the amount is less than the value of the membership certificate or a share of common stock. [RR 2025, c. 1, Pt. E, §14 (COR).]

4. Value of member's interest after withdrawal or termination. The bylaws may fix a time within which a member must receive from the association, after the member has notified the association of the member's withdrawal or after the adoption of a resolution by the board terminating the member's membership, the value in money of the member's membership interest in the association as appraised by the board of directors. If the board of directors approves the member's designation of a transferee of the member's membership interest, the association is not obligated to pay the member the value of the member's interest. [RR 2025, c. 1, Pt. E, §14 (COR).]

5. Preferred stock. An association may issue preferred stock to members and nonmembers. Preferred stock may be redeemed or retired by the association on such terms and conditions as may be provided in the articles and printed on the stock certificate. Preferred stockholders are not entitled to vote, but a change in their priority or preference rights may not be effective until the written consent of the holders of 2/3 of the preferred stock has been obtained. Payment for preferred stock may be made in cash, services or property on the basis of the fair value of the stock, services and property as determined by the board. [RR 2025, c. 1, Pt. E, §14 (COR).]
13-B M.R.S. § 106 — ME Code / Title 13-B / Chapter 1 / Section 106
13-B §106. Filing of documents
Status: in_force

1. Meaning of filing. Whenever any provision of this Act requires any document to be delivered for filing, or filed in accordance with this section, unless otherwise specifically stated in this Act and subject to any additional provisions of this Act, such requirement shall mean that: A. The original or a duplicate original of the document shall be delivered to the Office of the Secretary of State; [PL 1977, c. 525, §13 (NEW).] B. If the document records, reflects or depends upon any action taken by a vote or the consent of the members, the document shall include or be accompanied by a certificate of the clerk, the secretary or an assistant secretary of the corporation stating that he has in his custody minutes properly reflecting such action by the members; [PL 1977, c. 525, §13 (NEW).] C. All fees required for filing the document shall be tendered to the Secretary of State; [PL 1977, c. 525, §13 (NEW).] D. Upon delivery of the document and upon tender of the required fees, if the Secretary of State finds that the document conforms to the requirements of rules promulgated in accordance with this Act, the Secretary of State shall certify that the document has been filed in the Secretary of State's office by endorsing thereon the word "filed" and the day, month and year thereof, and by signing or initialing such endorsement in person or by agent; if the person delivering the document for filing so requests, such endorsement shall further include the hour and minute of the filing of the document. Such endorsement shall be known as the "filing date" of the document and shall be conclusive of the date, and the time if included in the endorsement, of filing in the absence of actual fraud. An identifying mark may be used in lieu of signing or initialing. The filing date shall be the date first received unless otherwise specified by law or rule. The Secretary of State shall thereafter file and index the original; [PL 1989, c. 501, Pt. L, §35 (AMD).] E. The Secretary of State shall promptly make a copy of the original and shall attest the copy by making upon it the same endorsement which is required to appear upon the original, together with a further endorsement that the copy is a true copy of the original document; and [PL 1991, c. 465, §27 (AMD).] F. The copy, so attested, must be returned to the person or persons delivering the documents to the Secretary of State and it must be retained as a part of the permanent records of the corporation. [PL 1991, c. 465, §27 (AMD).] [PL 1991, c. 465, §27 (AMD).]

2. Fully effective. Any document required to be filed shall be fully effective as of the filing date of the document. [PL 1977, c. 525, §13 (NEW).]

3. Microfilmed. If he so determines by rule, the Secretary of State may copy, on microfilm, any document filed by him under this Act or under any predecessor of this Act and retain such microfilm copy in lieu of retaining the original as required by subsection 1, paragraph D ; and he may thereafter destroy the original document or return it to the person who delivered the same to him for filing. [PL 1977, c. 525, §13 (NEW).]

4. Inaccurate record filed. Whenever any document authorized to be filed with the Secretary of State under any provision of this Act has been so filed and is an inaccurate record of the corporate action therein referred to, or was defectively or erroneously executed, sealed or acknowledged, such document may be corrected by filing with the Secretary of State a certificate of correction of such document which shall be executed and delivered for filing in accordance with section 104 and this section. The certificate of correction shall specify the inaccuracy or defect to be corrected and shall set forth the portion of the instrument in corrected form. The corrected instrument shall be effective as of the date the original instrument was filed, except as to those persons who are substantially and adversely affected by the correction, and as to those persons the corrected instrument shall be effective from the filing date. [PL 1977, c. 525, §13 (NEW).]

5. Rulemaking. The Secretary of State may promulgate rules permitting the filing of documents by electronic transmission and permitting facsimile signatures on documents to be filed; and [PL 1989, c. 501, Pt. L, §36 (NEW).]

6. Document filing. The Secretary of State's duty to file documents under this section is ministerial. The Secretary of State's filing or refusing to file a document does not, except as otherwise provided by law or rule: A. Affect the validity or invalidity of the document in whole or part; [PL 1989, c. 501, Pt. L, §36 (NEW).] B. Relate to the correctness or incorrectness of information contained in the document; or [PL 1989, c. 501, Pt. L, §36 (NEW).] C. Create a presumption that the document is valid or invalid or that the information contained in the document is correct or incorrect. [PL 1989, c. 501, Pt. L, §36 (NEW).] [PL 1989, c. 501, Pt. L, §36 (NEW).]
13 M.R.S. § 2068 — ME Code / Title 13 / Part 2 / Chapter 87 / Section 2068
13 §2068. Executive committee
Status: in_force

The bylaws may provide for an executive committee and may allot to such committee all the functions and powers of the board of directors, subject to the general direction and control of the board.
13-B M.R.S. § 719 — ME Code / Title 13-B / Chapter 7 / Section 719
13-B §719. Duties and authority of officers
Status: in_force

Each officer is authorized to and shall perform the duties set forth in the bylaws. In addition, each officer, to the extent consistent with the bylaws, has the authority and shall perform the duties prescribed in a resolution of the board of directors of the corporation. The board may authorize an officer, pursuant to a resolution of the board and to the extent consistent with the bylaws, to prescribe the duties and authority of other officers. [PL 2001, c. 550, Pt. C, §18 (NEW); PL 2001, c. 550, Pt. C, §29 (AFF).]
13-B M.R.S. § 407 — ME Code / Title 13-B / Chapter 4 / Section 407
13-B §407. Shares of stock and dividends prohibited
Status: in_force

A corporation shall not have or issue shares of stock. No dividend shall be paid and no part of the income or profit of a corporation shall be distributed to its members, directors or officers. A corporation may pay compensation in a reasonable amount to its members, directors, or officers for services rendered, may confer benefits upon its members in conformity with its purposes and upon dissolution or final liquidation may make distributions to its members as permitted by this Act, and no such payment, benefit or distribution shall be deemed to be a dividend or a distribution of income or profit. Upon dissolution or liquidation, the assets of a corporation whose purposes and activities have been primarily charitable, religious, eleemosynary, benevolent or educational shall be transferred or conveyed only to one or more domestic or foreign corporations, societies or organizations engaged in activities substantially similar to those of the dissolving or liquidating corporation. [PL 1977, c. 592, §15 (AMD).]
13 M.R.S. § 2866 — ME Code / Title 13 / Part 2 / Chapter 93 / Section 2866
13 §2866. Persons deemed members; dissolution
Status: in_force

A person described in section 2865 residing in a local parish holding funds derived from this State or Massachusetts is deemed a member of it until the person dissolves the connection. Such a person having resided in a parish one year, after the person has arrived at majority, without either giving written notice to the parish's clerk of the person's consent to be a member of the parish, or paying a tax or subscription according to the mode that the parish has adopted to raise money, is deemed to have thereby dissolved the person's connection with the parish. The connection remains dissolved, and the person is not taxable until the person renews the connection by giving written notice to the parish's clerk of the person's consent to be a member of the parish. A person residing in a local parish may become a member of such parish not deriving funds from the State by giving written notice to the parish's clerk of the person's intention to do so within one year after the person is of age or removes thereto. [RR 2025, c. 1, Pt. E, §34 (COR).]
13-B M.R.S. § 101 — ME Code / Title 13-B / Chapter 1 / Section 101
13-B §101. Short title
Status: in_force

This Title may be known and cited as the "Maine Nonprofit Corporation Act." [PL 2003, c. 344, Pt. B, §6 (AMD).]
13-C M.R.S. § 1832 — ME Code / Title 13-C / Chapter 18 / Section 1832
13-C §1832. Availability of annual benefit report
Status: in_force

1. Timing of report. A benefit corporation shall send its annual benefit report to each shareholder on the earlier of: A. One hundred and twenty days following the end of the fiscal year of the benefit corporation; and [PL 2019, c. 328, §1 (NEW).] B. At the same time the benefit corporation delivers any other annual report to its shareholders. [PL 2019, c. 328, §1 (NEW).] [PL 2019, c. 328, §1 (NEW).]

2. Website posting. A benefit corporation shall post all of its annual benefit reports on the public portion of its website. The compensation paid to directors and financial or proprietary information included in the benefit reports may be omitted from the annual benefit reports as posted. [PL 2019, c. 328, §1 (NEW).]

3. Availability of copies. If a benefit corporation does not have a website, the benefit corporation shall provide a copy of its most recent annual benefit report, without charge, to any person that requests a copy, but the compensation paid to directors and financial or proprietary information included in the annual benefit report may be omitted from the copy of the annual benefit report provided. [PL 2019, c. 328, §1 (NEW).]
13 M.R.S. § 2058 — ME Code / Title 13 / Part 2 / Chapter 87 / Section 2058
13 §2058. Adoption, repeal and amendment; vote; delegation of authority
Status: in_force

Each association shall, within 30 days after its incorporation, adopt for its government and management a code of bylaws, not inconsistent with this chapter. A majority vote of the members or shares of stock issued and outstanding and entitled to vote, or the written assent of a majority of the members or of stockholders representing a majority of all the shares of stock issued and outstanding and entitled to vote, is necessary to adopt such bylaws and is effectual to repeal or amend any bylaws, or to adopt additional bylaws. The power to repeal and amend the bylaws, and adopt new bylaws, may, by a similar vote, or similar written assent, be delegated to the board of directors, which authority may, by a similar vote, or similar written assent, be revoked.
13 M.R.S. § 331 — ME Code / Title 13 / Part 1 / Chapter 9 / Section 331
13 §331. Parol contracts
Status: in_force

Corporations are bound by parol contracts made by an agent authorized by vote or by their bylaws. Contracts may be implied from corporate acts or from the acts of the general agent.
13 M.R.S. § 2234 — ME Code / Title 13 / Part 2 / Chapter 87 / Section 2234
13 §2234. Reserves; investments
Status: in_force

An association may establish reserves and invest the funds thereof in bonds or in such other property as may be provided in the bylaws.
13-C M.R.S. § 131 — ME Code / Title 13-C / Chapter 1 / Section 131
13-C §131. Penalty for signing false document
Status: in_force

A person commits a Class E crime if that person signs a document pursuant to this Act knowing it is false in any material respect with intent that the document be delivered to the Secretary of State for filing. [PL 2001, c. 640, Pt. A, §2 (NEW); PL 2001, c. 640, Pt. B, §7 (AFF).]
13-C M.R.S. § 105 — ME Code / Title 13-C / Chapter 1 / Section 105
13-C §105. Reservation of power
Status: in_force

The Legislature of this State has the power to amend or repeal all or part of this Act at any time, and all domestic and foreign corporations subject to this Act are governed by the amendment or repeal. [PL 2001, c. 640, Pt. A, §2 (NEW); PL 2001, c. 640, Pt. B, §7 (AFF).]
13-C M.R.S. § 1108 — ME Code / Title 13-C / Chapter 11 / Section 1108
13-C §1108. Abandonment of merger or share exchange
Status: in_force

1. Abandoned merger or share exchange prior to becoming effective. Unless otherwise provided in a plan of merger or share exchange or in the laws under which a foreign business corporation or a domestic or foreign eligible entity that is a party to a merger or a share exchange is organized or by which it is governed, after the plan has been adopted and approved as required by this chapter, and at any time before the merger or share exchange has become effective, the merger or share exchange may be abandoned by a domestic business corporation that is a party to the merger or share exchange without action by the party's shareholders, in accordance with any procedures set forth in the plan of merger or share exchange or, if procedures are not set forth in the plan, in the manner determined by the corporation's board of directors, subject to any contractual rights of other parties to the merger or share exchange. [PL 2003, c. 344, Pt. B, §103 (AMD).]

2. Abandoned merger or share exchange after articles of merger or share exchange are filed. If a merger or share exchange is abandoned under subsection 1 after articles of merger or share exchange have been filed with the Secretary of State under section 1106, subsection 2 but before the merger or share exchange has become effective, a statement that the merger or share exchange has been abandoned in accordance with this section, signed on behalf of a party to the merger or share exchange by an officer or other duly authorized representative, must be delivered to the Secretary of State for filing prior to the effective date of the merger or share exchange. The statement must also include the names, types of entity and the jurisdictions of the parties to the merger or share exchange. Upon filing, the statement takes effect and the merger or share exchange is considered abandoned and does not become effective. [PL 2011, c. 274, §56 (AMD).]
13-C M.R.S. § 1005 — ME Code / Title 13-C / Chapter 10 / Section 1005
13-C §1005. Amendment by board of directors
Status: in_force

Unless the articles of incorporation provide otherwise, a corporation's board of directors may adopt amendments to the corporation's articles of incorporation without shareholder approval: [PL 2001, c. 640, Pt. A, §2 (NEW); PL 2001, c. 640, Pt. B, §7 (AFF).]

1. Extend duration of corporation. To extend the duration of the corporation if it was incorporated at a time when limited duration was required by law; [PL 2001, c. 640, Pt. A, §2 (NEW); PL 2001, c. 640, Pt. B, §7 (AFF).]

2. Initial directors. To delete the names and addresses of the initial directors; [PL 2001, c. 640, Pt. A, §2 (NEW); PL 2001, c. 640, Pt. B, §7 (AFF).]

3. Initial registered clerk or registered office. [PL 2007, c. 323, Pt. C, §15 (RP); PL 2007, c. 323, Pt. G, §4 (AFF).]

4. One class of shares outstanding. If the corporation has only one class of shares outstanding: A. To change each issued and unissued authorized share of the class into a greater number of whole shares of that class; or [PL 2001, c. 640, Pt. A, §2 (NEW); PL 2001, c. 640, Pt. B, §7 (AFF).] B. To increase the number of authorized shares of the class to the extent necessary to permit the issuance of shares as a share dividend; [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. Change corporate name. To change the corporate name by substituting the word "corporation," "incorporated," "company," or "limited" or the abbreviation "corp.," "inc.," "co." or "ltd." for a similar word or abbreviation in the name or by adding, deleting or changing a geographical attribution for the name; [PL 2001, c. 640, Pt. A, §2 (NEW); PL 2001, c. 640, Pt. B, §7 (AFF).]

6. Reduction in authorized shares. To reflect a reduction in authorized shares, as a result of the operation of section 642, subsection 2 , when the corporation has acquired its own shares and the articles of incorporation prohibit the reissue of the acquired shares; [PL 2001, c. 640, Pt. A, §2 (NEW); PL 2001, c. 640, Pt. B, §7 (AFF).]

7. Delete class of shares. To delete a class of shares from the articles of incorporation, as a result of the operation of section 642, subsection 2 , when there are no remaining shares of the class because the corporation has acquired all shares of the class and the articles of incorporation prohibit the reissue of the acquired shares; or [PL 2001, c. 640, Pt. A, §2 (NEW); PL 2001, c. 640, Pt. B, §7 (AFF).]

8. Make approved changes. To make any change expressly permitted by section 602, subsections 1 and 2‑A to be made without shareholder approval. [PL 2003, c. 344, Pt. B, §94 (AMD).]
13 M.R.S. § 2232 — ME Code / Title 13 / Part 2 / Chapter 87 / Section 2232
13 §2232. Borrowing; advances to members
Status: in_force

An association may borrow without limitation as to amount of corporate indebtedness or liability and may make advances to members.
13 M.R.S. § 1760 — ME Code / Title 13 / Part 2 / Chapter 85 / Section 1760
13 §1760. Net income; apportionment
Status: in_force

1. Apportionment. Subject to subsection 2 , the board of directors of a cooperative affordable housing corporation may apportion annually the remainder of its net income in one or more of the following ways: A. As a reserve fund for the general operation of the cooperative affordable housing corporation; or [PL 1993, c. 300, §1 (NEW).] B. As a dividend not to exceed 6% per annum on invested capital, except that a group equity cooperative may not apportion a dividend. [PL 2023, c. 513, §5 (AMD).] [PL 2023, c. 513, §5 (AMD).]

2. Cost reduction. This section does not prevent a cooperative affordable housing corporation from disposing of its net income by reducing the cost of facilities or services or by applying the net income otherwise for the common benefit of its members. [PL 1993, c. 300, §1 (NEW).]
13 M.R.S. § 1978 — ME Code / Title 13 / Part 2 / Chapter 85 / Section 1978
13 §1978. Membership shares; fees
Status: in_force

1. Issuance of shares. An employee cooperative shall issue a class of voting stock designated as membership shares. [PL 1983, c. 136 (NEW).]

2. Payment. Each member of an employee cooperative corporation must be issued a membership share upon payment of a membership fee, the amount of which must be determined from time to time by the directors. Title 13‑C, section 621 does not apply to membership shares. [PL 2003, c. 344, Pt. D, §8 (AMD).]

3. Ownership limited. Each member shall own only one membership share, and only members may own those shares. [PL 1983, c. 136 (NEW).]

4. Voting stock limited. Unless otherwise provided in this subchapter or in the articles of incorporation of an employee cooperative, no other capital stock other than membership shares may have voting power. In the event that proposed amendments to the articles of incorporation would adversely affect any nonvoting class of shareholders, such action may not be taken without the vote of those shareholders, as provided in Title 13‑C, sections 1003 and 1004 . [PL 2003, c. 344, Pt. D, §8 (AMD).]
13 M.R.S. § 2154 — ME Code / Title 13 / Part 2 / Chapter 87 / Section 2154
13 §2154. Meetings; place
Status: in_force

Meetings of members shall be held at the place as provided in the bylaws; and if no provision is made, in the city where the principal place of business is located at a place designated by the board of directors.
13 M.R.S. § 1746 — ME Code / Title 13 / Part 2 / Chapter 85 / Section 1746
13 §1746. Perfection of security interests in cooperative interests
Status: in_force

1. Creation of security interest. Security interests in shares of cooperative affordable housing corporations may be created, perfected and enforced in the same manner as security interests in certificated securities under Title 11, Articles 8‑A and 9‑A . A lender may perfect such a security interest by possession of shares or by any other method under which security interests in certificated securities may be perfected pursuant to Title 11, Article 8‑A . [PL 1999, c. 699, Pt. D, §9 (AMD); PL 1999, c. 699, Pt. D, §30 (AFF).]

2. Notation of secured party. Upon the request of a secured party, a cooperative affordable housing corporation shall note on its books and records the interest of the secured party in a cooperative interest. Such a request or notation is not required to perfect a security interest in a cooperative interest. [PL 1993, c. 300, §1 (NEW).]
13 M.R.S. § 334 — ME Code / Title 13 / Part 1 / Chapter 9 / Section 334
13 §334. Information for process server
Status: in_force

An agent or person having charge of corporate property shall on request furnish to any officer having a writ or execution against the corporation for service the names of the directors and clerk and a schedule of all property, including debts known by the agent or person having charge of corporate property to belong to the corporation. An officer of a judgment debtor corporation may be cited to disclose the affairs of the corporation in the same manner as provided for the disclosure of other judgment debtors. [RR 2025, c. 1, Pt. E, §1 (COR).]
13-C M.R.S. § 1404 — ME Code / Title 13-C / Chapter 14 / Section 1404
13-C §1404. Articles of dissolution
Status: in_force

1. File articles of dissolution with Secretary of State. At any time after dissolution is authorized, a corporation may dissolve by delivering to the Secretary of State for filing articles of dissolution setting forth: A. The name of the corporation; [PL 2001, c. 640, Pt. A, §2 (NEW); PL 2001, c. 640, Pt. B, §7 (AFF).] B. The date dissolution was authorized and the effective date of the dissolution; and [PL 2003, c. 344, Pt. B, §112 (AMD).] C. If dissolution was approved by the shareholders, a statement that the proposal to dissolve was duly approved by the shareholders in the manner required by this Act and by the corporation's articles of incorporation. [PL 2001, c. 640, Pt. A, §2 (NEW); PL 2001, c. 640, Pt. B, §7 (AFF).] [PL 2003, c. 344, Pt. B, §112 (AMD).]

2. Effective date of dissolution. A corporation is dissolved upon the effective date of its articles of dissolution. [PL 2001, c. 640, Pt. A, §2 (NEW); PL 2001, c. 640, Pt. B, §7 (AFF).]

3. Dissolved corporation. For purposes of this subchapter, "dissolved corporation" means a corporation whose articles of dissolution have become effective. "Dissolved corporation" includes a successor entity to which the remaining assets of the corporation are transferred subject to its liabilities for purposes of liquidation. [PL 2001, c. 640, Pt. A, §2 (NEW); PL 2001, c. 640, Pt. B, §7 (AFF).]

4. Other requirements at the time of dissolution. At the time of filing the articles under this section, the Secretary of State may require the corporation to file the annual report required to be filed under section 1621 and pay any fees or penalties owed to the Secretary of State under section 1420 . [PL 2007, c. 231, §21 (NEW).]
13-C M.R.S. § 1605 — ME Code / Title 13-C / Chapter 16 / Section 1605
13-C §1605. Inspection of records by directors
Status: in_force

1. Inspect; copy records. A director of a corporation is entitled to inspect and copy the books, records and documents of the corporation at any reasonable time to the extent that the inspection or copying is reasonably related to the performance of the director's duties as a director, including duties as a member of a committee, but not for any other purpose or in any manner that would violate any duty to the corporation. [PL 2001, c. 640, Pt. A, §2 (NEW); PL 2001, c. 640, Pt. B, §7 (AFF).]

2. Court order. The Superior Court of the county where the corporation's principal office is located or, if there is no principal office in this State, of Kennebec County may order inspection and copying of the books, records and documents at the corporation's expense, upon application of a director who has been refused inspection rights under subsection 1 , unless the corporation establishes that the director is not entitled to such inspection rights. An application under this subsection may be advanced on the docket and receive priority over other cases when the court determines that the interests of justice so require. [PL 2011, c. 559, Pt. A, §12 (AMD).]

3. Provisions to protect corporation. If an order is issued under subsection 2 , the court may include provisions protecting the corporation from undue burden or expense and prohibiting the director from using information obtained upon exercise of the inspection rights in a manner that would violate a duty to the corporation, and may also order the corporation to reimburse the director for the director's expenses incurred in connection with the application. [PL 2007, c. 289, §47 (AMD).]
13-C M.R.S. § 956 — ME Code / Title 13-C / Chapter 9 / Section 956
13-C §956. Surrender of charter upon conversion
Status: in_force

1. Articles of charter surrender; domestic business corporation. Whenever a domestic business corporation has adopted and approved, in the manner required by this subchapter, a plan of entity conversion providing for the domestic business corporation, referred to in this section as the "corporation," to be converted to a foreign unincorporated entity, 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 unincorporated entity; [PL 2001, c. 640, Pt. A, §2 (NEW); PL 2001, c. 640, Pt. B, §7 (AFF).] C. A statement that the conversion was duly approved by the shareholders in the manner required by this Act and the corporation's articles of incorporation; [PL 2001, c. 640, Pt. A, §2 (NEW); PL 2001, c. 640, Pt. B, §7 (AFF).] D. The jurisdiction under the laws of which the surviving entity is organized; and [PL 2001, c. 640, Pt. A, §2 (NEW); PL 2001, c. 640, Pt. B, §7 (AFF).] E. If the surviving entity is a nonfiling entity, the address of its executive office immediately after the conversion. [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. File with Secretary of State. 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. § 736 — ME Code / Title 13 / Part 1 / Chapter 22-A / Section 736
13 §736. Corporate name
Status: in_force

1. Words required. The name of a domestic professional corporation or of a foreign professional corporation authorized to transact business in this State, in addition to satisfying the requirements of Title 13‑C, sections 401 and 1506 : A. Must contain the words "chartered," "professional corporation," "professional association" or "service corporation" or the abbreviation "P.C.," "P.A." or "S.C."; [PL 2001, c. 640, Pt. B, §2 (NEW); PL 2001, c. 640, Pt. B, §7 (AFF).] B. May not contain language stating or implying that it is incorporated for a purpose other than that authorized by section 732 and its articles of incorporation; and [PL 2001, c. 640, Pt. B, §2 (NEW); PL 2001, c. 640, Pt. B, §7 (AFF).] C. Must conform with any rule adopted by the licensing authority having jurisdiction over 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).] [PL 2001, c. 640, Pt. B, §2 (NEW); PL 2001, c. 640, Pt. B, §7 (AFF).]

2. Assumed or fictitious name. A domestic professional corporation or foreign professional corporation may render professional services and exercise its authorized powers under an assumed or fictitious name, as long as the corporation has met the requirements for filing an assumed or fictitious name under Title 13‑C, section 404 . [PL 2003, c. 344, Pt. B, §3 (AMD).]
13-C M.R.S. § 1822 — ME Code / Title 13-C / Chapter 18 / Section 1822
13-C §1822. Benefit director
Status: in_force

1. General rule. The board of directors of a benefit corporation that is a public corporation shall, and the board of any other benefit corporation may, include a director, who: A. Is designated the benefit director; and [PL 2019, c. 328, §1 (NEW).] B. Has, in addition to the powers, duties, rights and immunities of the other directors of the benefit corporation, the powers, duties, rights and immunities provided in this chapter for a benefit director. [PL 2019, c. 328, §1 (NEW).] [PL 2019, c. 328, §1 (NEW).]

2. Election, removal and qualifications. The benefit director must be elected, and may be removed, in the manner provided by chapter 8, subchapter 1 . Except as provided in subsection 6 , the benefit director must be an individual who is independent. The benefit director may also serve as the benefit officer. The articles of incorporation or bylaws of a benefit corporation may prescribe additional qualifications of the benefit director not inconsistent with this subsection. [PL 2019, c. 328, §1 (NEW).]

3. Annual compliance statement. The benefit director shall prepare, and the benefit corporation shall include in the annual benefit report to shareholders required by section 1832 , the opinion of the benefit director on the following: A. Whether the benefit corporation acted in accordance with its general public benefit purpose and any specific public benefit purpose in all material respects during the period covered by the report; and [PL 2019, c. 328, §1 (NEW).] B. Whether the directors and officers complied with section 1821, subsection 1 and section 1823, subsection 1 , respectively. [PL 2019, c. 328, §1 (NEW).] If, in the opinion of the benefit director, the benefit corporation or its directors or officers failed to act or comply in the manner described in paragraphs A and B , the benefit director must provide in the report a description of the ways in which the benefit corporation or its directors or officers failed to act or comply. [PL 2019, c. 328, §1 (NEW).]

4. Status of actions. An act or inaction of an individual in the capacity of a benefit director constitutes for all purposes an act of that individual in the capacity of a director of the benefit corporation. [PL 2019, c. 328, §1 (NEW).]

5. Exoneration from personal liability. Regardless of whether the articles of incorporation of a benefit corporation include a provision eliminating or limiting the personal liability of directors authorized by section 202, subsection 2, paragraph D , a benefit director is not personally liable for an act or omission in the capacity of a benefit director unless the act or omission constitutes self-dealing, willful misconduct or a knowing violation of law. [PL 2019, c. 328, §1 (NEW).]

6. Professional corporation. The benefit director of a professional corporation as defined in Title 13, section 723, subsection 4 does not need to be independent. [PL 2019, c. 328, §1 (NEW).]
13 M.R.S. § 2062 — ME Code / Title 13 / Part 2 / Chapter 87 / Section 2062
13 §2062. -- qualifications; withdrawals; transfers; suspension; valuation of interest
Status: in_force

The bylaws may provide:

1. Membership. The number and qualification of members of the association and the conditions precedent to membership or ownership of common stock;

2. Withdrawal. The method, time and manner of permitting members to withdraw or the holders of common stock to transfer their stock;

3. Transfer of interest. The manner of assignment and transfer of the interest of members and of the shares of common stock;

4. Cessation of membership. The conditions upon which and time when membership of any member shall cease;

5. Suspension. For the automatic suspension of the rights of a member when the member ceases to be eligible for membership in the association; and the mode, manner and effect of the expulsion of a member; and [RR 2025, c. 1, Pt. E, §20 (COR).]

6. Valuation of interest. The manner of determining the value of a member's interest and provision for its purchase by the association upon the death or withdrawal of a member or upon the expulsion of a member or forfeiture of a member's membership, or at the option of the association, the purchase at a price fixed by conclusive appraisal by the board of directors; and the conditions and terms for the repurchase by the corporation from its stockholders of their stock upon their disqualification as stockholders. [RR 2025, c. 1, Pt. E, §21 (COR).]
13-C M.R.S. § 933 — ME Code / Title 13-C / Chapter 9 / Section 933
13-C §933. Articles of nonprofit conversion
Status: in_force

1. Articles of nonprofit conversion. After a plan of nonprofit conversion providing for the conversion of a domestic business corporation, referred to in this section as the "corporation," to a domestic nonprofit corporation has been adopted and approved as required by this Act, articles of nonprofit conversion must be executed on behalf of the corporation by an officer or other duly authorized representative of the corporation. The articles must set forth: A. The name of the corporation immediately before the filing of the articles of nonprofit conversion and, if that name does not satisfy the requirements of the Maine Nonprofit Corporation Act or the corporation desires to change its name in connection with the conversion, a name that satisfies the requirements of the Maine Nonprofit Corporation Act; and [PL 2001, c. 640, Pt. A, §2 (NEW); PL 2001, c. 640, Pt. B, §7 (AFF).] B. A statement that the plan of nonprofit conversion was duly approved by the shareholders in the manner required by this Act and 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).]

2. Provisions of articles of nonprofit conversion. The articles of nonprofit conversion must either contain all the provisions that the Maine Nonprofit Corporation Act requires to be set forth in articles of incorporation of a domestic nonprofit corporation with any other desired provisions permitted by the Maine Nonprofit Corporation Act or have attached articles of incorporation that satisfy the requirements of the Maine Nonprofit Corporation Act. In either case, provisions that would not be required by the Maine Nonprofit Corporation Act to be included in restated articles of incorporation of a domestic nonprofit corporation may be omitted. [PL 2003, c. 344, Pt. B, §83 (AMD).]

3. Delivery to Secretary of State. The articles of nonprofit conversion must be delivered to the Secretary of State for filing and take effect at the effective time provided in section 125 . [PL 2001, c. 640, Pt. A, §2 (NEW); PL 2001, c. 640, Pt. B, §7 (AFF).]
13-C M.R.S. § 826 — ME Code / Title 13-C / Chapter 8 / Section 826
13-C §826. Committees
Status: in_force

1. Create committees. Unless this Act, the articles of incorporation or the bylaws provide otherwise, a corporation's board of directors may create one or more committees and appoint one or more members of the corporation's board of directors to serve on each of those committees. [PL 2003, c. 631, §17 (AMD).]

2. Approval of committee. Unless this Act otherwise provides, the creation of a committee and appointment of members to a committee must be approved by the greater of: A. A majority of all the directors in office when the action is taken; and [PL 2003, c. 631, §17 (AMD).] B. The number of directors required by the corporation's articles of incorporation or bylaws to take action under section 825 . [PL 2001, c. 640, Pt. A, §2 (NEW); PL 2001, c. 640, Pt. B, §7 (AFF).] [PL 2003, c. 631, §17 (AMD).]

3. Requirements apply to committees. Sections 821 to 825 apply both to committees of the board and to the members of such committees. [PL 2003, c. 631, §17 (AMD).]

4. Authority. To the extent specified by the corporation's board of directors or in the corporation's articles of incorporation or bylaws, except as provided in subsection 5 , each committee may exercise the authority of the corporation's board of directors under section 801 . [PL 2003, c. 631, §17 (AMD).]

5. Limits on authority. A committee may not: A. Authorize or approve distributions except according to a formula or method or within limits that the corporation's board of directors prescribes; [PL 2003, c. 631, §17 (AMD).] B. Approve or propose to shareholders action that this Act requires be approved by shareholders; [PL 2001, c. 640, Pt. A, §2 (NEW); PL 2001, c. 640, Pt. B, §7 (AFF).] C. Fill vacancies on the corporation's board of directors or, subject to subsection 7 , on any of its committees; or [PL 2003, c. 631, §17 (AMD).] D. [PL 2003, c. 631, §17 (RP).] E. Adopt, amend or repeal the corporation's bylaws. [PL 2003, c. 631, §17 (AMD).] F. [PL 2003, c. 631, §17 (RP).] G. [PL 2003, c. 631, §17 (RP).] H. [PL 2003, c. 631, §17 (RP).] [PL 2003, c. 631, §17 (AMD).]

6. Standards of conduct. The creation of, delegation of authority to or action by a committee does not alone constitute compliance by a director with the standards of conduct described in section 831 . [PL 2001, c. 640, Pt. A, §2 (NEW); PL 2001, c. 640, Pt. B, §7 (AFF).]

7. Committee member alternates. A corporation's board of directors may appoint one or more directors as alternate members of any committee to replace any absent or disqualified members during the absence or disqualification. Unless the corporation's articles of incorporation or the bylaws or the resolution creating the committee provides otherwise, in the event of the absence or disqualification of a member of a committee, the member or members present at any meeting and not disqualified from voting may appoint by unanimous vote another director to act in place of the absent or disqualified member. [PL 2003, c. 631, §17 (NEW).]
13-B M.R.S. § 307 — ME Code / Title 13-B / Chapter 3 / Section 307
13-B §307. Service on nonresident directors of domestic corporations
Status: in_force

1. Nonresident directors. Each director of a domestic corporation who is a nonresident of this State at the time of his election or who becomes a nonresident during his term of office shall, by his acceptance of election or by continuing in office as director, be deemed to have appointed the Secretary of State as an agent to receive service of process upon him in any action or proceeding relating to actions of such corporation and arising while he held office as director of such corporation. [PL 1977, c. 525, §13 (NEW).]

2. Service of process. Service of process upon the Secretary of State must be made in the same manner as is provided by the Maine Rules of Civil Procedure, rule 4(d)(8), as amended, in the case of service upon the Secretary of State as an agent of a corporation. The copy of the process must be mailed to the nonresident director at the address of such director shown on the most recent annual report of the corporation. [PL 1993, c. 316, §40 (AMD).]

3. Other service of process. Service under this section may also be made by delivery of a copy of the process of the nonresident director at his address outside the State. Proof of such delivery shall be made by affidavit of the person making delivery and the affidavit shall be filed with the clerk of courts in which the action or proceeding is pending. [PL 1977, c. 525, §13 (NEW).]

4. Termination of application. The resignation of any nonresident director shall, effective as of the date of filing in accordance with section 106 a notice of his resignation signed by such former director, terminate the application to him of the provisions of this section, except for any cause of action already accrued. [PL 1977, c. 525, §13 (NEW).]
13 M.R.S. § 336 — ME Code / Title 13 / Part 1 / Chapter 9 / Section 336
13 §336. Neglect of duty; penalty
Status: in_force

Any officer or other person who unnecessarily neglects or refuses to comply with sections 334 and 335 forfeits not exceeding 4 times the amount due on such execution and may be imprisoned for less than one year.
13 M.R.S. § 932 — ME Code / Title 13 / Part 2 / Chapter 81 / Section 932
13 §932. Right to hold property
Status: in_force

A corporation organized under sections 901 and 903 to 931 may take and hold, by purchase, gift, devise or bequest, tangible or intangible personal property or real estate and may use and dispose thereof only for the purposes for which the corporation was organized. A corporation organized under this chapter for the purpose of establishing and maintaining a hospital, a free public library or a school or academy accredited by the State Board of Education and conducted on a nonprofit basis, a laboratory exclusively engaged in research for the benefit of humankind, an educational television or radio station operated on a nonprofit basis or a private vocational school conducted on a nonprofit basis may receive and hold real and personal estate to any amount that may from time to time be given, granted, bequeathed or devised to it and accepted by the corporation for the uses and purposes of the hospital, free public library, school or academy, laboratory or educational television or radio station as long as both the principal and income thereof are appropriated according to the terms of the donation, devise or bequest. [RR 2025, c. 1, Pt. E, §3 (COR).]

Corporations formed under this chapter for the purposes of fostering, encouraging and assisting the physical location, settlement and resettlement of industrial, manufacturing, fishing, agricultural and other business enterprises and recreational projects in any locality within the State shall have the power to use, sell, convey, mortgage, lease or rent real or personal property and to do any and all things necessary to carry out the purposes of such corporation. [PL 1967, c. 525, §15 (RPR).]

Unless the instrument creating the trust prohibits, the corporation may treat 2 or more trust funds as a single fund solely for the purpose of investment. This section shall not apply to corporations organized under or governed by Title 13‑B . [PL 1977, c. 592, §3 (AMD).]
13-B M.R.S. § 1102 — ME Code / Title 13-B / Chapter 11 / Section 1102
13-B §1102. Revocation of voluntary dissolution proceedings
Status: in_force

A corporation may, at any time prior to the filing of the articles of dissolution by the Secretary of State, revoke the action theretofore taken to dissolve the corporation, in the following manner. [PL 1977, c. 525, §13 (NEW).]

1. Notice. If there are members entitled to vote thereon, the board of directors shall adopt a resolution recommending that the voluntary dissolution proceedings be revoked, and directing that the question of the revocation be submitted to a vote at a meeting of members entitled to vote thereon, which may be either an annual or a special meeting. Written notice stating that the purpose, or one of the purposes, of the meeting is to consider the advisability of revoking the voluntary dissolution proceedings, shall be given to each member entitled to vote at such meeting, within the time and in the manner provided in this Act for the giving of notice of meetings of members. A resolution to revoke the voluntary dissolution proceedings shall be adopted upon receiving at least a majority of the votes which members present at the meeting or represented by proxy are entitled to cast. [PL 1977, c. 525, §13 (NEW).]

2. When no members entitled to vote on revocation. If there are no members, or no members entitled to vote thereon, a resolution to revoke the voluntary dissolution proceedings shall be adopted at a meeting of the board of directors upon receiving the vote of a majority of the directors in office. [PL 1977, c. 525, §13 (NEW).]

3. Statement of revocation of voluntary dissolution proceeding. If all the members entitled to vote revoke voluntary dissolution proceeding previously authorized by written consent at any time prior to the date of filing the articles of dissolution by the Secretary of State, upon execution of the written consent, a statement of revocation of voluntary dissolution proceeding shall be executed and delivered for filing as provided by sections 104 and 106 , and this statement shall set forth the name of the corporation, the names and respective addresses of its officers and directors, a copy of the written consent signed by all members of the corporation, revoking the voluntary dissolution proceedings, that the written consent has been signed by all members of the corporation. [PL 1977, c. 525, §13 (NEW).]
13 M.R.S. § 1821 — ME Code / Title 13 / Part 2 / Chapter 85 / Section 1821
13 §1821. Incorporators
Status: in_force

Five or more adult persons, engaged in agriculture as bona fide producers of agricultural products, or 2 or more associations of such producers, may form an association with or without capital stock.
13-C M.R.S. § 1824 — ME Code / Title 13-C / Chapter 18 / Section 1824
13-C §1824. Benefit officer
Status: in_force

1. Designation. A benefit corporation may have an officer designated the benefit officer. [PL 2019, c. 328, §1 (NEW).]

2. Functions. A benefit officer has: A. The powers and duties relating to the purpose of the corporation to create general public benefit or a specific public benefit provided by the bylaws or, absent controlling provisions in the bylaws, by resolution or order of the board of directors; and [PL 2019, c. 328, §1 (NEW).] B. The duty to prepare the benefit report required by section 1831 . [PL 2019, c. 328, §1 (NEW).] [PL 2019, c. 328, §1 (NEW).]
13-C M.R.S. § 809 — ME Code / Title 13-C / Chapter 8 / Section 809
13-C §809. Removal of directors by judicial proceeding
Status: in_force

1. Removal by Superior Court. The Superior Court of the county where a corporation's principal office or, if there is no principal office in this State, of Kennebec County may remove a director of the corporation from office in a proceeding commenced by or in the right of the corporation if the court finds that: A. The director engaged in fraudulent conduct with respect to the corporation or its shareholders, grossly abused the position of director or intentionally inflicted harm on the corporation; and [PL 2001, c. 640, Pt. A, §2 (NEW); PL 2001, c. 640, Pt. B, §7 (AFF).] B. Considering the director's course of conduct and the inadequacy of other available remedies, removal would be in the best interest of the corporation. [PL 2001, c. 640, Pt. A, §2 (NEW); PL 2001, c. 640, Pt. B, §7 (AFF).] [PL 2007, c. 323, Pt. C, §14 (AMD); PL 2007, c. 323, Pt. G, §4 (AFF).]

2. Comply with requirements. A shareholder proceeding on behalf of the corporation under subsection 1 shall comply with all of the requirements of chapter 7, subchapter IV , except section 752, subsection 1 . [PL 2001, c. 640, Pt. A, §2 (NEW); PL 2001, c. 640, Pt. B, §7 (AFF).]

3. Bar from reelection. The court, in addition to removing the director, may bar the director from reelection for a period prescribed by the court. [PL 2001, c. 640, Pt. A, §2 (NEW); PL 2001, c. 640, Pt. B, §7 (AFF).]

4. Other relief. This section does not limit the equitable powers of the court to order other relief. [PL 2001, c. 640, Pt. A, §2 (NEW); PL 2001, c. 640, Pt. B, §7 (AFF).]
13-C M.R.S. § 126 — ME Code / Title 13-C / Chapter 1 / Section 126
13-C §126. Correcting filed document
Status: in_force

1. Correction authorized. A domestic or foreign corporation may correct a document filed by the Secretary of State if: A. The document contains an inaccuracy; [PL 2001, c. 640, Pt. A, §2 (NEW); PL 2001, c. 640, Pt. B, §7 (AFF).] B. The document was defectively executed, attested, sealed, verified or acknowledged; or [PL 2001, c. 640, Pt. A, §2 (NEW); PL 2001, c. 640, Pt. B, §7 (AFF).] C. The electronic transmission of the document was defective. [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. Method of correcting documents. A domestic or foreign corporation may correct a document by preparing articles of correction that: A. Describe the document, including its filing date; [PL 2003, c. 344, Pt. B, §37 (AMD).] B. Specify the inaccuracy or defect to be corrected; [PL 2003, c. 344, Pt. B, §37 (AMD).] C. Correct the inaccuracy or defect; and [PL 2003, c. 344, Pt. B, §37 (AMD).] D. Provide the jurisdiction of incorporation and the date on which the foreign corporation was authorized to transact business in this State. [PL 2003, c. 344, Pt. B, §37 (NEW).] The domestic or foreign corporation shall deliver the articles of correction to the Secretary of State for filing. [PL 2003, c. 344, Pt. B, §37 (AMD).]

3. Effective date of correction. Articles of correction take effect on the effective date of the document they correct except that, as to persons relying on the uncorrected document and adversely affected by the correction, articles of correction take effect when filed. [PL 2001, c. 640, Pt. A, §2 (NEW); PL 2001, c. 640, Pt. B, §7 (AFF).]
13 M.R.S. § 1761 — ME Code / Title 13 / Part 2 / Chapter 85 / Section 1761
13 §1761. Nondiscrimination
Status: in_force

Title 5, chapter 337, subchapter IV applies to all cooperative affordable housing corporations in the State. [PL 1993, c. 300, §1 (NEW).]
13-C M.R.S. § 943 — ME Code / Title 13-C / Chapter 9 / Section 943
13-C §943. Effect of foreign nonprofit domestication and conversion
Status: in_force

1. Effect of domestication and conversion. When a domestication and conversion of a foreign nonprofit corporation to a domestic business corporation, referred to in this subsection as the "corporation," becomes effective: A. The title to all real and personal property, both tangible and intangible, of the foreign nonprofit corporation remains in the corporation without reversion or impairment; [PL 2001, c. 640, Pt. A, §2 (NEW); PL 2001, c. 640, Pt. B, §7 (AFF).] B. The liabilities of the foreign nonprofit corporation remain the liabilities of the corporation; [PL 2001, c. 640, Pt. A, §2 (NEW); PL 2001, c. 640, Pt. B, §7 (AFF).] C. An action or proceeding pending against the foreign nonprofit corporation continues against the corporation as if the domestication and conversion had not occurred; [PL 2001, c. 640, Pt. A, §2 (NEW); PL 2001, c. 640, Pt. B, §7 (AFF).] D. The articles of domestication and conversion, or the articles of incorporation attached to the articles of domestication and conversion, constitute the articles of incorporation of the corporation; [PL 2001, c. 640, Pt. A, §2 (NEW); PL 2001, c. 640, Pt. B, §7 (AFF).] E. Shares, other securities, obligations, rights to acquire shares or other securities of the corporation or cash or other property must be issued or paid as provided pursuant to the laws of the foreign jurisdiction, so long as at least one share is outstanding immediately after the effective time; and [PL 2001, c. 640, Pt. A, §2 (NEW); PL 2001, c. 640, Pt. B, §7 (AFF).] F. The corporation is deemed to: (1) Be a domestic business corporation for all purposes; (2) Be the same corporation without interruption as the corporation that existed under the laws of the jurisdiction in which it was formerly domiciled; and (3) Have been incorporated on the date it was originally incorporated in the former 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).]

2. Owner liability. The owner liability of a member of a foreign nonprofit corporation that domesticates and converts to a domestic business corporation is as provided in this subsection. A. The domestication and conversion does not discharge any owner liability under the laws of the foreign jurisdiction to the extent any such owner liability arose before the effective time of the articles of domestication and conversion. [PL 2001, c. 640, Pt. A, §2 (NEW); PL 2001, c. 640, Pt. B, §7 (AFF).] B. The member does not have owner liability under the laws of the foreign jurisdiction for any debt, obligation or liability of the corporation that arises after the effective time of the articles of domestication and conversion. [PL 2001, c. 640, Pt. A, §2 (NEW); PL 2001, c. 640, Pt. B, §7 (AFF).] C. The provisions of the laws of the foreign jurisdiction continue to apply to the collection or discharge of any owner liability preserved by paragraph A as if the domestication and conversion had not occurred and the domestic business corporation were still incorporated under the laws of the foreign jurisdiction. [PL 2001, c. 640, Pt. A, §2 (NEW); PL 2001, c. 640, Pt. B, §7 (AFF).] D. The member has whatever rights of contribution from other members are provided by the laws of the foreign jurisdiction with respect to any owner liability preserved by paragraph A as if the domestication and conversion had not occurred and the domestic business corporation were still incorporated under the laws of that 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).]
13 M.R.S. § 1979 — ME Code / Title 13 / Part 2 / Chapter 85 / Section 1979
13 §1979. Amendment of bylaws
Status: in_force

The bylaws of an employee cooperative may only be amended by members, except as provided in Title 13-C, section 207 . [PL 2003, c. 344, Pt. D, §9 (AMD).]
13-C M.R.S. § 205 — ME Code / Title 13-C / Chapter 2 / Section 205
13-C §205. Organization of corporation
Status: in_force

1. Organizational meeting. An organizational meeting must be held before or after incorporation in accordance with this subsection. A. If initial directors are named in the articles of incorporation, the initial directors shall hold an organizational meeting, at the call of a majority of the directors, to complete the organization of the corporation by appointing officers, adopting bylaws and carrying on any other business brought before the meeting. [PL 2001, c. 640, Pt. A, §2 (NEW); PL 2001, c. 640, Pt. B, §7 (AFF).] B. If initial directors are not named in the articles of incorporation, the incorporator or incorporators shall hold an organizational meeting, at the call of a majority of the incorporators: (1) To elect directors and complete the organization of the corporation; or (2) To elect a board of directors who shall complete the organization of the corporation. [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. Action permitted without organizational meeting. Action required or permitted by this section to be taken by incorporators at an organizational meeting may be taken without a meeting if the action taken is evidenced by one or more written consents describing the action taken and signed by each incorporator. [PL 2001, c. 640, Pt. A, §2 (NEW); PL 2001, c. 640, Pt. B, §7 (AFF).]

3. Location of organizational meeting. An organizational meeting may be held in or out of this State. [PL 2001, c. 640, Pt. A, §2 (NEW); PL 2001, c. 640, Pt. B, §7 (AFF).]
13 M.R.S. § 909 — ME Code / Title 13 / Part 2 / Chapter 81 / Section 909
13 §909. Certificate of existence; certificate of fact
Status: in_force

1. Application. A person may apply to the Secretary of State for a certificate of existence for a corporation formed under this subchapter. [PL 2009, c. 56, §7 (NEW).]

2. Contents. A certificate of existence sets forth: A. The corporation's name used in this State; [PL 2009, c. 56, §7 (NEW).] B. That the corporation is duly incorporated under the laws of this State and the date of its incorporation; [PL 2009, c. 56, §7 (NEW).] C. That all fees and penalties owed to this State have been paid if: (1) Payment is reflected in the records of the Secretary of State; and (2) Nonpayment affects the existence of the corporation; and [PL 2009, c. 56, §7 (NEW).] D. Any facts of record in the office of the Secretary of State that may be requested by the applicant under subsection 1 . [PL 2009, c. 56, §7 (NEW).] [PL 2009, c. 56, §7 (NEW).]

3. Evidence of existence. Subject to any qualification stated in the certificate, a certificate of existence issued by the Secretary of State may be relied upon as conclusive evidence that the corporation is in existence in this State. [PL 2009, c. 56, §7 (NEW).]

4. Certificate of fact. In addition to the certificate of existence authorized under subsection 2 , the Secretary of State may issue a certificate attesting to any fact of record in the office of the Secretary of State that may be requested by the applicant under subsection 1 . [PL 2009, c. 56, §7 (NEW).]
13-B M.R.S. § 703 — ME Code / Title 13-B / Chapter 7 / Section 703
13-B §703. Vacancies
Status: in_force

1. Vacancies filled. Any vacancy occurring in the board of directors and any directorship to be filled by reason of an increase in the number of directors may be filled by the affirmative vote of a majority of the remaining directors, though less than a quorum of the board of directors, unless the articles of incorporation or the bylaws provide that a vacancy or directorship so created shall be filled in some other manner, in which case such provision shall control. [PL 1977, c. 525, §13 (NEW).]

2. Director to fill unexpired term of predecessor. A director elected to fill a vacancy shall be elected for the unexpired term of his predecessor in office. [PL 1977, c. 525, §13 (NEW).]

3. Limited directorship. Unless otherwise provided by the articles of incorporation or the bylaws, the directorship to be filled by reason of an increase in the number of directors may be filled by the board of directors for a term of office continuing only until the next election of directors. [PL 1977, c. 525, §13 (NEW).]
13-C M.R.S. § 1510-A — ME Code / Title 13-C / Chapter 15 / Section 1510-A
13-C §1510-A. Service of process upon authorized foreign corporation
Status: in_force

Service of process, notice or demand required or permitted by law on a foreign corporation authorized to transact business in this State is governed by Title 5, section 113 . [PL 2007, c. 323, Pt. C, §31 (NEW); PL 2007, c. 323, Pt. G, §4 (NEW).]
13 M.R.S. § 2287 — ME Code / Title 13 / Part 2 / Chapter 87 / Section 2287
13 §2287. Specific performance
Status: in_force

A contract entered into by a member of an association, providing for the delivery to such association of products produced or acquired by the member, may be specifically enforced by the association to secure the delivery to it of such fishery products, any provisions of law to the contrary notwithstanding.
13 M.R.S. § 2282 — ME Code / Title 13 / Part 2 / Chapter 87 / Section 2282
13 §2282. Title to products
Status: in_force

If the members contract a sale to the association, it shall be conclusively held that title to the products passes absolutely and unreservedly, except for recorded liens, to the association upon delivery or at any other time expressly and definitely specified in the contract.
13 M.R.S. § 5101 — ME Code / Title 13 / Part 2 / Chapter 99 / Section 5101
13 §5101. Short title
Status: in_force

This chapter may be known and cited as "the Uniform Prudent Management of Institutional Funds Act." [PL 2009, c. 450, §2 (NEW); PL 2009, c. 450, §3 (AFF).]
13-C M.R.S. § 604 — ME Code / Title 13-C / Chapter 6 / Section 604
13-C §604. Fractional shares
Status: in_force

1. Authorization. A corporation may: A. Issue fractions of a share or pay in money the value of fractions of a share; [PL 2001, c. 640, Pt. A, §2 (NEW); PL 2001, c. 640, Pt. B, §7 (AFF).] B. Arrange for disposition of fractional shares by the shareholders; or [PL 2001, c. 640, Pt. A, §2 (NEW); PL 2001, c. 640, Pt. B, §7 (AFF).] C. Issue scrip in registered or bearer form entitling the holder to receive a full share upon surrendering enough scrip to equal a full share. [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. Scrip. Each certificate representing scrip must be conspicuously labeled "scrip" and must contain the information required by section 626, subsection 2 . [PL 2001, c. 640, Pt. A, §2 (NEW); PL 2001, c. 640, Pt. B, §7 (AFF).]

3. Rights. The holder of a fractional share is entitled to exercise the rights of a shareholder, including the right to vote, to receive dividends and to participate in the assets of the corporation upon liquidation. The holder of scrip is not entitled to any of these rights unless the scrip provides for them. [PL 2001, c. 640, Pt. A, §2 (NEW); PL 2001, c. 640, Pt. B, §7 (AFF).]

4. Conditions. The board of directors may authorize the issuance of scrip subject to any condition it considers desirable, including: A. That the scrip will become void if not exchanged for full shares before a specified date; and [PL 2001, c. 640, Pt. A, §2 (NEW); PL 2001, c. 640, Pt. B, §7 (AFF).] B. That the shares for which the scrip is exchangeable may be sold and the proceeds paid to the scripholders. [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 M.R.S. § 3101 — ME Code / Title 13 / Part 2 / Chapter 93 / Section 3101
13 §3101. Parish may become owner of pews; proceedings
Status: in_force

When it is deemed expedient by any organized parish or incorporated church to become the owner of the pews in any meetinghouse used by it as a place of regular worship, a meeting of the owners and occupants thereof may be called, as provided in section 2903 , and a majority of such pew owners and occupants may vote to convey the pews by them owned or occupied to such parish or incorporated church. If the owners or occupants of any of the pews in such meetinghouse are unknown to the assessors they shall give notice, additional to that provided, by publishing the call for such meeting in some newspaper published in the county where such meetinghouse is located at least 7 days before the time appointed for such meeting.
13-B M.R.S. § 1117 — ME Code / Title 13-B / Chapter 11 / Section 1117
13-B §1117. Revival of nonprofit corporation after dissolution
Status: in_force

1. Determination of need to revive corporation. If the Secretary of State finds that a nonprofit corporation has dissolved in any manner under this chapter and that the nonprofit corporation should be revived for any specified purpose or purposes for a specific period of time, the Secretary of State may upon application by an interested party file a certificate of revival in a form or format prescribed by the Secretary of State for reviving the nonprofit corporation. [PL 2007, c. 231, §10 (NEW).]

2. Certificate of revival. The certificate of revival must include: A. The name of the nonprofit corporation and its original date of incorporation; [PL 2007, c. 231, §10 (NEW).] B. The name of the nonprofit corporation's registered agent and the address of its registered agent at the time of dissolution; [PL 2007, c. 231, §10 (NEW).] C. The name and address of the party or parties requesting the revival; [PL 2007, c. 231, §10 (NEW).] D. The purpose or purposes for which revival is requested; and [PL 2007, c. 231, §10 (NEW).] E. The time period needed to complete the purpose or purposes specified under paragraph D . [PL 2007, c. 231, §10 (NEW).] [PL 2007, c. 231, §10 (NEW).]

3. Notice of revival. The Secretary of State shall issue a notice to the nonprofit corporation to the address provided in subsection 2, paragraph C stating that the revival has been granted for the purpose or purposes and for the time period specified pursuant to the certificate of revival under this section. [PL 2007, c. 231, §10 (NEW).]

4. Termination of revival. When the time period specified in subsection 2, paragraph E has expired, the Secretary of State shall send a notice to the nonprofit corporation at the address provided in subsection 2, paragraph C that the status of the nonprofit corporation has returned to the status prior to filing the certificate of revival under this section. [PL 2007, c. 231, §10 (NEW).]
13 M.R.S. § 2152 — ME Code / Title 13 / Part 2 / Chapter 87 / Section 2152
13 §2152. Certificate
Status: in_force

When a member of an association established without shares of stock has paid the member's membership fee in full, the member must receive a certificate of membership. [RR 2025, c. 1, Pt. E, §24 (COR).]
13 M.R.S. § 2067 — ME Code / Title 13 / Part 2 / Chapter 87 / Section 2067
13 §2067. -- staggered terms
Status: in_force

The bylaws may provide that directors shall be elected for terms of from one to 5 years, provided that at each annual election the same fraction of the total number of directors shall be elected as one year bears to the number of years of the term of office.
13 M.R.S. § 2239 — ME Code / Title 13 / Part 2 / Chapter 87 / Section 2239
13 §2239. Facilities; use; proceeds
Status: in_force

An association may use or employ any of its facilities for any purpose; provided the proceeds arising from such use and employment go to reduce the cost of operation for its members; but the fishery products of nonmembers shall not be dealt in to an amount greater in value than such as are handled by it for its members.
13-C M.R.S. § 1521 — ME Code / Title 13-C / Chapter 15 / Section 1521
13-C §1521. Withdrawal of foreign corporation
Status: in_force

1. Application of withdrawal. A foreign corporation authorized to transact business in this State may not withdraw from this State until it files an application of withdrawal with the Secretary of State. [PL 2001, c. 640, Pt. A, §2 (NEW); PL 2001, c. 640, Pt. B, §7 (AFF).]

2. Application of withdrawal; contents. A foreign corporation authorized to transact business in this State may file an application of withdrawal by delivering an application to the Secretary of State for filing. The application must set forth: A. The name of the foreign corporation, the name of the state or country under whose law it is incorporated and the date on which the foreign corporation was authorized to transact business in this State; [PL 2003, c. 344, Pt. B, §127 (AMD).] B. That the foreign corporation is not transacting business in this State and that it surrenders its authority to transact business in this State; [PL 2001, c. 640, Pt. A, §2 (NEW); PL 2001, c. 640, Pt. B, §7 (AFF).] C. That the foreign corporation revokes the authority of its registered agent to accept service on its behalf and appoints the Secretary of State as its agent for service of process in any proceeding based on a cause of action arising during the time it was authorized to transact business in this State; [PL 2001, c. 640, Pt. A, §2 (NEW); PL 2001, c. 640, Pt. B, §7 (AFF).] D. A mailing address to which the Secretary of State may mail a copy of any process served on the Secretary of State under paragraph C ; and [PL 2001, c. 640, Pt. A, §2 (NEW); PL 2001, c. 640, Pt. B, §7 (AFF).] E. A commitment to notify the Secretary of State in the future of any change in the foreign corporation's mailing address. [PL 2001, c. 640, Pt. A, §2 (NEW); PL 2001, c. 640, Pt. B, §7 (AFF).] [PL 2003, c. 344, Pt. B, §127 (AMD).]

3. Service of process on Secretary of State. After the withdrawal of a foreign corporation under subsection 2 is effective, service of process on the Secretary of State under this section is service on the foreign corporation. Upon receipt of process, the Secretary of State shall mail a copy of the process to the foreign corporation at the mailing address set forth under subsection 2 . [PL 2001, c. 640, Pt. A, §2 (NEW); PL 2001, c. 640, Pt. B, §7 (AFF).]
13-B M.R.S. § 1104-A — ME Code / Title 13-B / Chapter 11 / Section 1104-A
13-B §1104-A. Bylaws; disposal of assets
Status: in_force

After the effective date of this section, a domestic corporation organized under this Title or a domestic corporation filing an annual report under section 1301 shall provide for the disposal of the corporation's assets in its bylaws. [PL 1995, c. 300, §3 (NEW).]
13 M.R.S. § 1181 — ME Code / Title 13 / Part 2 / Chapter 83 / Section 1181
13 §1181. Restrictions and conditions
Status: in_force

The municipal officers of any town may on petition of 10 voters enlarge any public cemetery or burying ground or incorporated cemetery or burying ground within their town by taking land of adjacent owners, to be paid for by the town or otherwise as the municipal officers may direct, when in their judgment public necessity requires it. The limits thereof shall not be extended nearer any improved land used for recreational purposes or dwelling house than 100 feet, or nearer any well, from which the water is used for domestic purposes, than 200 feet, against the written protest of the owner made to the officers at the time of the hearing on the petition. Nor shall any person, corporation or association establish, locate or enlarge any cemetery or burying ground by selling or otherwise disposing of land so that the limits thereof shall be extended nearer any improved land used for recreational purposes or dwelling house than 100 feet, or nearer any well, from which the water is used for domestic purposes, than 200 feet, against the written protest of the owner. Nothing in this section shall prohibit the sale or disposition of lots within the limits of any existing cemetery or burying ground, nor the extension thereof away from any improved land used for recreational purposes or dwelling house or well. This section shall not apply to land acquired under Title 37-A, section 15 . [PL 1981, c. 33 (AMD).]
13 M.R.S. § 2065 — ME Code / Title 13 / Part 2 / Chapter 87 / Section 2065
13 §2065. Directors elected by district representatives; redistricting
Status: in_force

The bylaws may provide that the territory in which the association has members shall be divided into districts, and that the directors shall be elected by representatives or advisers, who themselves have been elected by the members from the several territorial districts. In such case, the bylaws shall specify the number of representatives or advisers to be elected by each district, the manner and method of reapportioning the representatives or advisers and of redistricting the territory covered by the association.