13 M.R.S. § 1742 — ME Code / Title 13 / Part 2 / Chapter 85 / Section 1742
13 §1742. Definitions
Status: in_force

As used in this subchapter, unless the context otherwise indicates, the following terms have the following meanings. [PL 1993, c. 300, §1 (NEW).]

1. Conversion. "Conversion" means a change in character of residential real property from a rental to an ownership basis. Creation of a cooperative affordable housing corporation to own property formerly rented for dwelling purposes is considered such a change in character. [PL 1993, c. 300, §1 (NEW).]

2. Cooperative affordable housing corporation. "Cooperative affordable housing corporation" means a domestic corporation that is organized under or elects to be governed by the provisions of this subchapter. [PL 1993, c. 300, §1 (NEW).]

3. Cooperative interest. "Cooperative interest" means the ownership interest in a cooperative affordable housing corporation that is evidenced by a membership share. [PL 1993, c. 300, §1 (NEW).]

4. Cooperative property. "Cooperative property" means the real and personal property, including mobile and manufactured homes, in this State owned or leased by a cooperative affordable housing corporation for the primary purpose of residential use. [PL 1993, c. 300, §1 (NEW).]

4-A. Group equity cooperative. "Group equity cooperative" means a cooperative affordable housing corporation organized in accordance with section 1763 . [PL 2023, c. 513, §1 (NEW).]

4-B. Housing assistance program. "Housing assistance program" means any program that offers financial assistance to individuals or organizations for housing costs, residential utilities or the development, acquisition, repair, weatherization, remediation, renovation or operation of residential housing. [PL 2023, c. 513, §2 (NEW).]

4-C. Housing cooperative. "Housing cooperative" includes any type of cooperative affordable housing corporation. [PL 2023, c. 513, §3 (NEW).]

5. Lender. "Lender" includes, but is not limited to, the following institutional lenders whose policies and procedures are subject to governmental supervision: A. A federal, state or local housing finance agency; [PL 1993, c. 300, §1 (NEW).] B. A bank, including savings and loan associations or insured credit unions; [PL 1993, c. 300, §1 (NEW).] C. Insurance companies; [PL 1993, c. 300, §1 (NEW).] D. Pension and profit-sharing funds or trusts; or [PL 1993, c. 300, §1 (NEW).] E. Any combination of the lenders listed in paragraphs A to D . [PL 1993, c. 300, §1 (NEW).] "Lender" also includes a community loan fund or similar nonprofit lender to housing projects. [PL 1993, c. 300, §1 (NEW).]

6. Limited equity cooperative. "Limited equity cooperative" means a cooperative affordable housing corporation organized in accordance with section 1754 . [PL 1993, c. 300, §1 (NEW).]

7. Limited equity formula. "Limited equity formula" means a rule or method for determining the transfer value of a share in a limited equity cooperative. [PL 1993, c. 300, §1 (NEW).]

8. Low income. "Low income" means income that is less than or equal to 80% of median income for the area, adjusted for family size, in accordance with federal standards generally accepted at the time of incorporation under this subchapter and comparable to standards of the federal Department of Housing and Urban Development in existence on the effective date of this section. [PL 1993, c. 300, §1 (NEW).]

9. Member. "Member" means a person who owns a cooperative interest. [PL 1993, c. 300, §1 (NEW).]

10. Moderate income. "Moderate income" means income that is less than or equal to 100% of median income for the area, adjusted for family size, in accordance with federal standards generally accepted at the time of incorporation under this subchapter and comparable to standards of the federal Department of Housing and Urban Development in existence on the effective date of this section. [PL 1993, c. 300, §1 (NEW).]

11. Proprietary lease. "Proprietary lease" means an agreement with a cooperative affordable housing corporation governing a member's right to occupancy under which a member has an exclusive possessory interest in a unit. [PL 1993, c. 300, §1 (NEW).]

12. Resident. "Resident" means any occupant of space owned by the cooperative affordable housing corporation. [PL 1993, c. 300, §1 (NEW).]

13. Share loan. "Share loan" means an agreement entered into by a member and a lender to finance the member's acquisition of the member's cooperative interest. [PL 1993, c. 300, §1 (NEW).]

14. Subscription agreement. "Subscription agreement" means a written agreement between a prospective member and a cooperative affordable housing corporation for the purchase and sale of a cooperative interest. [PL 1993, c. 300, §1 (NEW).]

15. Unit. "Unit" means a portion of the cooperative property leased for exclusive occupancy by a member under a proprietary lease or leased to a tenant by lease agreement. [PL 1993, c. 300, §1 (NEW).]
13-C M.R.S. § 823 — ME Code / Title 13-C / Chapter 8 / Section 823
13-C §823. Notice of meeting
Status: in_force

1. Regular meetings. Unless the corporation's articles of incorporation or bylaws provide otherwise, regular meetings of the corporation's board of directors may be held without notice of the date, time, place or purpose of the meeting. [PL 2001, c. 640, Pt. A, §2 (NEW); PL 2001, c. 640, Pt. B, §7 (AFF).]

2. Special meetings. Unless the corporation's articles of incorporation or bylaws provide for a longer or shorter period, special meetings of the corporation's board of directors must be preceded by at least 2 days' notice of the date, time and place of the meeting. The notice need not describe the purpose of the special meeting unless required by the corporation's articles of incorporation or bylaws. [PL 2001, c. 640, Pt. A, §2 (NEW); PL 2001, c. 640, Pt. B, §7 (AFF).]

3. Calling of meeting. Unless the corporation's articles of incorporation or bylaws otherwise provide, special meetings of the corporation's board of directors may be called by the chair of the board, by the president or, if the president is absent or is unable to act, by any vice-president, by any 2 directors or by any other person or persons authorized by the bylaws. [PL 2001, c. 640, Pt. A, §2 (NEW); PL 2001, c. 640, Pt. B, §7 (AFF).]

4. Notice of meeting. At the written request of any person permitted to call a special meeting of the corporation's board of directors pursuant to subsection 3 , the secretary or clerk shall send notices of the meeting to all the directors or the person calling the meeting may send such notices. The person calling the special meeting shall set the time of the meeting and, unless the place of meetings is specified in the bylaws or by prior resolution of the directors, the place of the meeting. [PL 2001, c. 640, Pt. A, §2 (NEW); PL 2001, c. 640, Pt. B, §7 (AFF).]
13 M.R.S. § 1031-A — ME Code / Title 13 / Part 2 / Chapter 83 / Section 1031-A
13 §1031-A. Definitions
Status: in_force

As used in this chapter, unless the context otherwise indicates, the following terms have the following meanings. [PL 2023, c. 676, §1 (NEW).]

1. Natural organic reduction. "Natural organic reduction" means the contained accelerated conversion of human remains to soil. [PL 2023, c. 676, §1 (NEW).]

2. Natural organic reduction facility. "Natural organic reduction facility" means a building or structure or a room or other space in a building or structure or real property where natural organic reduction is facilitated and occurs. [PL 2023, c. 676, §1 (NEW).]
13 M.R.S. § 5109 — ME Code / Title 13 / Part 2 / Chapter 99 / Section 5109
13 §5109. Relation to federal Electronic Signatures in Global and National Commerce Act
Status: in_force

This chapter modifies, limits and supersedes the federal Electronic Signatures in Global and National Commerce Act, 15 United States Code, Section 7001 et seq., but does not modify, limit or supersede 15 United States Code, Section 7001(a), or authorize electronic delivery of any of the notices described in 15 United States Code, Section 7003(b). [PL 2009, c. 450, §2 (NEW); PL 2009, c. 450, §3 (AFF).]
13 M.R.S. § 1772 — ME Code / Title 13 / Part 2 / Chapter 85 / Section 1772
13 §1772. Policy
Status: in_force

It is the declared policy of this State, as one means of improving the economic position of agriculture, to encourage the organization of producers of agricultural products into effective associations under the control of such producers, and to that end this subchapter should be liberally construed.
13 M.R.S. § 44 — ME Code / Title 13 / Part 1 / Chapter 3 / Section 44
13 §44. Fees
Status: in_force

The filing fee for the articles of incorporation filed under section 43 is the same as for a corporation filing articles of incorporation under Title 13-C . [PL 2009, c. 56, §4 (AMD).]
13-C M.R.S. § 708 — ME Code / Title 13-C / Chapter 7 / Section 708
13-C §708. Conduct of meeting
Status: in_force

1. Chair presides. At each meeting of a corporation's shareholders under this chapter, a chair shall preside. The chair must be appointed as provided in the bylaws or, in the absence of such provision, by the board of directors. [PL 2001, c. 640, Pt. A, §2 (NEW); PL 2001, c. 640, Pt. B, §7 (AFF).]

2. Order of business. The chair, unless the corporation's articles of incorporation or bylaws provide otherwise, shall determine the order of business and has the authority to establish rules for the conduct of a meeting held pursuant to this chapter. [PL 2001, c. 640, Pt. A, §2 (NEW); PL 2001, c. 640, Pt. B, §7 (AFF).]

3. Fairness of rules. Rules adopted for the meeting and the conduct of a meeting held pursuant to this chapter must be fair to shareholders. [PL 2001, c. 640, Pt. A, §2 (NEW); PL 2001, c. 640, Pt. B, §7 (AFF).]

4. Announcement when polls close. The chair of a meeting held pursuant to this chapter shall announce at the meeting when the polls close for each matter voted upon. If no announcement is made, the polls are deemed to have closed upon the final adjournment of the meeting. After the polls close, no ballots, proxies or votes nor any revocations or changes thereto may be accepted. [PL 2001, c. 640, Pt. A, §2 (NEW); PL 2001, c. 640, Pt. B, §7 (AFF).]
13 M.R.S. § 2861-A — ME Code / Title 13 / Part 2 / Chapter 93 / Section 2861-A
13 §2861-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, §2 (NEW).]
13 M.R.S. § 2155 — ME Code / Title 13 / Part 2 / Chapter 87 / Section 2155
13 §2155. Expulsion; payment for interest
Status: in_force

In case of the expulsion of a member, and when the bylaws do not provide a procedure or penalty, the board of directors shall equitably and conclusively appraise the member's property interest in the association and shall fix the amount of the member's property interest in money, which must be paid to the member within one year after the expulsion. [RR 2025, c. 1, Pt. E, §26 (COR).]
13 M.R.S. § 1911 — ME Code / Title 13 / Part 2 / Chapter 85 / Section 1911
13 §1911. Members
Status: in_force

1. Producers of agricultural products. An association may admit as members only bona fide producers of agricultural products, including tenants and landlords receiving a share of the crop, and cooperative associations of such producers. The incorporators named in the articles are thereby made members of the association, and they shall pay for their membership or stock the same amount and in the same manner as may be required in the case of other members.

2. Limit of common stock. The articles may limit the amount of common stock which a member may own.

3. Vote; liability. Under the terms and conditions prescribed in the bylaws, a member loses the member's vote if the member ceases to belong to the class eligible to membership under this section, but the member remains subject to any liability incurred by the member while a member of the association. [RR 2025, c. 1, Pt. E, §13 (COR).]

4. Personal liability. No member shall be personally liable for any debt or liability of the association.

5. One vote. Unless the articles otherwise provide, no member shall have more than one vote.

6. Member defined. In agricultural associations organized under this subchapter the term "member" in associations without capital stock may, by the bylaws, include any agricultural producer, either corporate or individual, with whom the association shall do business, either directly or through a member cooperative association, amounting to at least $100 during any fiscal year, and may, by the bylaws, include employees.

7. Requirements of statute met. Whenever under this subchapter an association is permitted to take any action, provided such action is authorized by a vote of the members or the vote of a specified proportion of the voting power based on patronage, the requirements of the statute shall be deemed to have been met by an association which has established voting districts and provided for the election of delegates, if such action is authorized by a vote of the delegates representing such members or such voting power.
13 M.R.S. § 1101-C — ME Code / Title 13 / Part 2 / Chapter 83 / Section 1101-C
13 §1101-C. Notice of responsibility
Status: in_force

When a municipality fails without good reason to maintain the good condition and repair of a grave, headstone, monument or marker or fails to keep the grass suitably cut and trimmed on any such grave pursuant to section 1101 and at least one of the municipal officers has had 14 days' actual notice or knowledge of the neglected condition, a penalty of not more than $100 may be assessed on the municipality. [PL 1999, c. 700, §2 (NEW).]
13 M.R.S. § 1874 — ME Code / Title 13 / Part 2 / Chapter 85 / Section 1874
13 §1874.  Removal of an officer
Status: in_force

A member may bring charges of misconduct or incompetency against an officer by filing them with the secretary or president of the association together with a petition signed by 10% of the members requesting the removal of the officer. The directors shall vote upon the removal of the officer at the first meeting of the board held after the hearing on the charges, and the officer may be removed by a majority vote, notwithstanding any contract the officer may have with the association, which terminates upon the officer's removal, anything in the contract to the contrary notwithstanding. The officer against whom such charges are made must be served with a copy of the charges not less than 10 days prior to the meeting and must have an opportunity at the meeting to be heard in person and by counsel and to present evidence, and the persons making the charges must have the same opportunity. [RR 2025, c. 1, Pt. E, §12 (COR).]
13-B M.R.S. § 711 — ME Code / Title 13-B / Chapter 7 / Section 711
13-B §711. Removal of officers
Status: reserved

1. Removal. Any officer elected or appointed as provided in the articles of incorporation or bylaws may be removed by the persons authorized to elect or appoint such officer whenever in their judgment the best interests of the corporation will be served thereby. The removal of an officer shall be without prejudice to the contract rights, if any, of the officer so removed. [PL 1977, c. 525, §13 (NEW).]

2. Contract rights not created by appointment. Election or appointment of an officer or agent shall not of itself create contract rights. [PL 1977, c. 525, §13 (NEW).]

3. Vacancy. Any vacancy, however occurring, in any office may be filled by the directors, unless the articles of incorporation shall have specifically reserved such power to the members. [PL 1977, c. 525, §13 (NEW).]
13-B M.R.S. § 604 — ME Code / Title 13-B / Chapter 6 / Section 604
13-B §604. Voting
Status: in_force

1. Members entitled to vote. The right of the members or any class or classes of members to vote may be limited, enlarged or denied to the extent specified in the articles of incorporation. Unless so limited, enlarged or denied, each member, regardless of class, shall be entitled to one vote on each matter submitted to a vote of members. [PL 1977, c. 525, §13 (NEW).]

2. Members to vote in person or by proxy; validity. A member entitled to vote may vote in person or, unless the articles of incorporation or the bylaws otherwise provide, may vote by proxy executed in writing by the member or by the member's duly authorized attorney-in-fact. A proxy is not valid after 11 months from the date of its execution, unless otherwise provided in the proxy. Where directors or officers are to be elected by members, the bylaws may provide that such elections may be conducted by mail or by electronic transmission. [PL 2019, c. 200, §1 (AMD).]

3. Cumulative voting for directors not permitted. The articles of incorporation or the bylaws shall not permit cumulative voting for directors. Any provision purporting to permit cumulative voting shall be void. [PL 1977, c. 525, §13 (NEW).]

4. Corporations with no right to vote. If a corporation has no members or its members have no right to vote, the directors shall have the sole voting power. [PL 1977, c. 525, §13 (NEW).]

5. Voting by electronic transmission; voting remotely. The bylaws may provide, or the board of directors or members may determine, that some or all votes by members, as well as actions taken in accordance with section 606 , may be conducted by electronic transmission under procedures established by the corporation. If the board of directors adopts guidelines and procedures under section 602, subsection 1 authorizing members to vote by means of remote communication, votes may be conducted remotely. A vote conducted by electronic transmission or remotely must be filed with the minutes of members' meetings and has the same effect as an in-person vote or a vote by proxy, and votes conducted remotely must be counted for quorum purposes. [PL 2021, c. 304, §2 (AMD).]
13 M.R.S. § 1101-E — ME Code / Title 13 / Part 2 / Chapter 83 / Section 1101-E
13 §1101-E. Graves on land owned by Federal Government
Status: in_force

Veterans' graves as described in section 1101 that are located on a site that was owned by the Federal Government as of January 1, 2000 are not subject to the requirements of section 1101 . [PL 1999, c. 700, §2 (NEW).]
13-C M.R.S. § 207 — ME Code / Title 13-C / Chapter 2 / Section 207
13-C §207. Emergency bylaws
Status: in_force

1. Emergency defined. For purposes of this section, an emergency exists if a quorum of the corporation's directors can not readily be assembled because of some catastrophic event. [PL 2001, c. 640, Pt. A, §2 (NEW); PL 2001, c. 640, Pt. B, §7 (AFF).]

2. Emergency bylaws authorized. Unless the articles of incorporation provide otherwise, the board of directors of a corporation may adopt bylaws to be effective only in an emergency. The emergency bylaws, which are subject to amendment or repeal by the shareholders, may make all provisions necessary for managing the corporation during an emergency, including: A. Procedures for calling a meeting of the board of directors; [PL 2001, c. 640, Pt. A, §2 (NEW); PL 2001, c. 640, Pt. B, §7 (AFF).] B. Quorum requirements for a meeting of the board of directors; and [PL 2001, c. 640, Pt. A, §2 (NEW); PL 2001, c. 640, Pt. B, §7 (AFF).] C. Designation of additional or substitute directors. [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. Effect of nonemergency bylaws. All provisions of the regular bylaws that are consistent with the emergency bylaws remain effective during an emergency. The emergency bylaws are not effective after the emergency ends. [PL 2001, c. 640, Pt. A, §2 (NEW); PL 2001, c. 640, Pt. B, §7 (AFF).]

4. Effect of corporate action in accord with emergency bylaws. Corporate action taken in good faith in accordance with the emergency bylaws: A. Binds the corporation; and [PL 2001, c. 640, Pt. A, §2 (NEW); PL 2001, c. 640, Pt. B, §7 (AFF).] B. May not be used to impose liability on a corporate director, officer, employee or agent. [PL 2001, c. 640, Pt. A, §2 (NEW); PL 2001, c. 640, Pt. B, §7 (AFF).] [PL 2001, c. 640, Pt. A, §2 (NEW); PL 2001, c. 640, Pt. B, §7 (AFF).]
13-B M.R.S. § 1209 — ME Code / Title 13-B / Chapter 12 / Section 1209
13-B §1209. Foreign corporation's termination of existence in jurisdiction of its incorporation; effect upon authority in this State
Status: in_force

1. Termination of existence. When a foreign corporation authorized to carry on activities in this State shall be dissolved, or its authority or existence otherwise cancelled or terminated in its jurisdiction of incorporation, or when the corporation is merged or consolidated into another foreign corporation which is not authorized to carry on activities in this State, the corporation or its successor or trustee shall deliver for filing with the Secretary of State a certificate of the appropriate official of its jurisdiction of incorporation attesting to, or a certified copy of an order or decree of a court of its jurisdiction of incorporation directing the dissolution of such foreign corporation, the termination of existence, the cancellation or revocation of its authority, or its merger into or consolidation with another foreign corporation. [PL 1977, c. 525, §13 (NEW).]

2. Effect on authority. The authority of the foreign corporation to carry on activities in this State shall terminate on the effective date of its dissolution, or of the cancellation of its existence or authority in its jurisdiction of incorporation, or of its merger or consolidation into another foreign corporation not authorized to carry on activities in this State, as the case may be. If those persons in charge of the foreign corporation's affairs in this State continue to function in this State under the name of the foreign corporation after such effective date, the effect shall be the same as that provided for in this Act for foreign corporations carrying on activities in this State without authority; and the persons in charge of its business in this State shall, if they know of such cause for termination of authority, be personally liable for the penalties against the corporation provided for in section 1214 . Termination of authority for such cause shall not affect the accrual of or enforcement of any cause of action against the foreign corporation, its assets in this State, or its successors in interest, nor the usual means of serving summons upon it, until the certificate or other document required by subsection 1 to be filed is delivered for filing to the Secretary of State; and thereafter summons may only be served in the manner and in those cases mentioned in subsection 3 . [PL 1977, c. 525, §13 (NEW).]

3. Agent. The Secretary of State shall be the agent of the foreign corporation for service of process in any action, suit or proceeding based upon any case of action arising in this State before the date of filing the certificate, order or decree. Service of summons and proof of service must be as provided in Title 5, section 113 . [PL 2007, c. 323, Pt. B, §17 (AMD); PL 2007, c. 323, Pt. G, §4 (AFF).]
13 M.R.S. § 1101-D — ME Code / Title 13 / Part 2 / Chapter 83 / Section 1101-D
13 §1101-D. Unorganized townships
Status: in_force

If an ancient burying ground or a public burying ground as described in section 1101 is located in an unorganized township, the county in which the township is located is subject to sections 1101 , 1101‑B and 1101‑C except that the county is not required to designate a caretaker by a writing as required in section 1101, subsection 1 . [PL 2019, c. 561, §4 (AMD).]
13 M.R.S. § 2813 — ME Code / Title 13 / Part 2 / Chapter 91 / Section 2813
13 §2813. Right of redemption
Status: in_force

The proprietor of the right so sold may redeem it within a year by paying to the committee the sum for which it was sold, with $12 for each hundred produced by such sale, and in that proportion for a greater or less sum.
13-C M.R.S. § 832 — ME Code / Title 13-C / Chapter 8 / Section 832
13-C §832. Standards of liability for directors
Status: in_force

1. Basis for potential liability. A director of a corporation is not liable to the corporation or its shareholders for any decision to take or not to take action, or any failure to take any action, as a director, unless the party asserting liability in a proceeding establishes that: A. A defense interposed by the director does not preclude liability if the defense is based on: (1) Any provision in the corporation's articles of incorporation authorized by section 202, subsection 2, paragraph D or F ; (2) The protection afforded by section 872 for action taken in compliance with section 873 or 874 ; or (3) The protection afforded by section 881 ; and [PL 2015, c. 259, §13 (AMD).] B. The challenged conduct consisted or was the result of: (1) Action not in good faith; (2) A decision: (a) That the director did not reasonably believe to be in the best interests of the corporation; or (b) As to which the director was not informed to an extent the director reasonably believed appropriate in the circumstances; (3) A lack of objectivity due to the director's familial, financial or business relationship with, or a lack of independence due to the director's domination or control by, another person having a material interest in the challenged conduct when that relationship or domination or control could reasonably be expected to have affected the director's judgment respecting the challenged conduct in a manner adverse to that corporation, and, after a reasonable expectation to that effect has been established, the director did not establish that the challenged conduct was reasonably believed by the director to be in the best interests of the corporation; (4) A sustained failure of the director to devote attention to ongoing oversight of the business and affairs of the corporation, or a failure to devote timely attention, by making or causing to be made appropriate inquiry, when particular facts and circumstances of significant concern materialize that would alert a reasonably attentive director to the need therefor; or (5) Receipt of a financial benefit to which the director was not entitled or any other breach of the director's duties to deal fairly with the corporation and its shareholders that is actionable under applicable law. [PL 2001, c. 640, Pt. A, §2 (NEW); PL 2001, c. 640, Pt. B, §7 (AFF).] [PL 2015, c. 259, §13 (AMD).]

2. Additional elements. In addition to the burden set forth in subsection 1 , the party seeking to hold the director liable: A. For money damages has the burden of establishing that: (1) Harm to the corporation or its shareholders has been suffered; and (2) The harm suffered was proximately caused by the director's challenged conduct; [PL 2001, c. 640, Pt. A, §2 (NEW); PL 2001, c. 640, Pt. B, §7 (AFF).] B. For money payment under a legal remedy, such as compensation for the unauthorized use of corporate assets, has whatever persuasion burden may be called for to establish that the payment sought is appropriate in the circumstances; or [PL 2001, c. 640, Pt. A, §2 (NEW); PL 2001, c. 640, Pt. B, §7 (AFF).] C. For money payment under an equitable remedy, such as profit recovery by or disgorgement to the corporation, has whatever persuasion burden may be called for to establish that the equitable remedy sought is appropriate in the circumstances. [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. Other causes of action. This section does not: A. In any instance when fairness is at issue, such as consideration of the fairness of a transaction to the corporation under section 872, subsection 2, paragraph C , alter the burden of proving the fact or lack of fairness otherwise applicable; [PL 2001, c. 640, Pt. A, §2 (NEW); PL 2001, c. 640, Pt. B, §7 (AFF).] B. Alter the fact or lack of liability of a director under another section of this Act, such as the provisions governing the consequences of an unlawful distribution under section 833 or a transactional interest under section 872 ; or [PL 2001, c. 640, Pt. A, §2 (NEW); PL 2001, c. 640, Pt. B, §7 (AFF).] C. Affect any rights to which the corporation or a shareholder may be entitled under another law of this State or the United States. [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. § 2009 — ME Code / Title 13 / Part 2 / Chapter 87 / Section 2009
13 §2009. Merger or consolidation
Status: in_force

Any 2 or more associations may be merged into one such constituent association or consolidated into a new association. Such merger or consolidation shall be made in the manner prescribed for domestic business corporations.
13-C M.R.S. § 203 — ME Code / Title 13-C / Chapter 2 / Section 203
13-C §203. Incorporation
Status: in_force

1. Beginning of corporate existence. Unless a later effective date is specified, the corporate existence of a corporation begins when its articles of incorporation are filed. [PL 2001, c. 640, Pt. A, §2 (NEW); PL 2001, c. 640, Pt. B, §7 (AFF).]

2. Filing constitutes proof of satisfaction of conditions. The Secretary of State's filing of the articles of incorporation is conclusive proof that the incorporators satisfied all conditions precedent to incorporation except in a proceeding by the State to cancel or revoke the incorporation or involuntarily dissolve the corporation. [PL 2001, c. 640, Pt. A, §2 (NEW); PL 2001, c. 640, Pt. B, §7 (AFF).]
13-C M.R.S. § 841 — ME Code / Title 13-C / Chapter 8 / Section 841
13-C §841. Offices
Status: in_force

1. Offices. A corporation has the offices described in its bylaws or designated by the corporation's board of directors in accordance with the bylaws. [PL 2003, c. 631, §19 (AMD).]

2. Appointment of officers. The board of directors may elect individuals to fill one or more offices of the corporation. An officer may appoint one or more officers or assistant officers if authorized by the bylaws or the corporation's board of directors. [PL 2003, c. 631, §19 (AMD).]

3. Responsibility for minutes and shareholder records. The bylaws or the corporation's board of directors shall assign to one of the officers responsibility for preparing minutes of the directors' and shareholders' meetings and for maintaining and authenticating the records of the corporation that section 1601, subsections 1 and 3 require to be kept. [PL 2003, c. 631, §19 (AMD).]

4. Multiple positions. The same individual may simultaneously hold more than one office in a corporation. [PL 2001, c. 640, Pt. A, §2 (NEW); PL 2001, c. 640, Pt. B, §7 (AFF).]
13 M.R.S. § 2057 — ME Code / Title 13 / Part 2 / Chapter 87 / Section 2057
13 §2057. Amendments
Status: in_force

The articles of incorporation of any association may be altered or amended in the manner and for the purposes prescribed for domestic corporations.
13-B M.R.S. § 403 — ME Code / Title 13-B / Chapter 4 / Section 403
13-B §403. Articles of incorporation
Status: in_force

1. Form of articles of incorporation. The articles of incorporation shall set forth: A. The name of the corporation; [PL 1977, c. 525, §13 (NEW).] A-1. Whether the corporation is a public benefit corporation or a mutual benefit corporation, as described in section 1406 ; [PL 2001, c. 550, Pt. C, §9 (NEW); PL 2001, c. 550, Pt. C, §29 (AFF).] B. If the corporation is a public benefit corporation, the purpose or purposes for which the corporation is organized and, if the corporation is a mutual benefit corporation, the purpose or purposes for which the corporation is organized or a statement that it is organized for all purposes permitted under the Act; [PL 2001, c. 550, Pt. C, §10 (AMD); PL 2001, c. 550, Pt. C, §29 (AFF).] C. Any provisions, not inconsistent with law, which the incorporators elect to set forth in the articles of incorporation for the regulation of the internal affairs of the corporation, including any provision for distribution of assets on dissolution or final liquidation; [PL 1977, c. 525, §13 (NEW).] D. The information required by Title 5, section 105, subsection 1 ; [PL 2007, c. 323, Pt. B, §7 (AMD); PL 2007, c. 323, Pt. G, §4 (AFF).] E. The number of directors constituting the initial board if the number has been designated or if the initial directors have been chosen; [PL 1997, c. 376, §25 (AMD).] F. The maximum and minimum, not less than 3, number of directors if they differ from the initial board; and [PL 1977, c. 525, §13 (NEW).] G. The name and address of each incorporator. [PL 1977, c. 525, §13 (NEW).] [PL 2007, c. 323, Pt. B, §7 (AMD); PL 2007, c. 323, Pt. G, §4 (AFF).]

2. Corporate powers not set forth in incorporation. It shall not be necessary to set forth in the articles of incorporation any of the corporate powers enumerated in this Act. [PL 1977, c. 525, §13 (NEW).]

3. Controlling amendment to bylaws. Unless the articles of incorporation provide that a change in the number of directors shall be made only by amendment to the articles of incorporation, a change in the number of directors made by amendment to the bylaws shall be controlling. In all other cases, whenever a provision of the articles of incorporation is inconsistent with a bylaw, the provision of the articles of incorporation shall be controlling. [PL 1977, c. 525, §13 (NEW).]
13-B M.R.S. § 1301-C — ME Code / Title 13-B / Chapter 13 / Section 1301-C
13-B §1301-C. Amended annual report of domestic or foreign corporation
Status: in_force

1. Amended annual report. If the information contained in an annual report filed under section 1301 has changed, a corporation may, if it determines it to be necessary, deliver to the Secretary of State for filing an amended annual report to change the information on file. The amended annual report must be executed as provided by section 1301 , subsection 3 . [PL 2003, c. 631, §6 (NEW).]

2. Contents. The amended annual report must set forth: A. The name of the domestic or foreign corporation and the jurisdiction of its incorporation; [PL 2003, c. 631, §6 (NEW).] B. The date on which the original annual report was filed; and [PL 2003, c. 631, §6 (NEW).] C. The information that has changed and the date on which it changed. [PL 2003, c. 631, §6 (NEW).] [PL 2003, c. 631, §6 (NEW).]

3. Period for filing. An amended annual report may be filed by the corporation after the date of the original filing and until December 31st of that filing year. [PL 2003, c. 631, §6 (NEW).]
13 M.R.S. § 1827 — ME Code / Title 13 / Part 2 / Chapter 85 / Section 1827
13 §1827. General and special meetings
Status: in_force

An association may provide in its bylaws for one or more regular meetings each year, which may be held within or without the State at the time and place designated in the bylaws. Special meetings of the members may be called by the board of directors, and it shall be their duty to call such meetings when 10% of the members file with the secretary a petition demanding a special meeting and specifying the business to be considered at such meeting. Notice of all meetings, except as otherwise provided by law, or the articles or bylaws, shall be mailed to each member at least 10 days prior to the meeting, and in case of special meetings the notice shall state the purposes for which it is called, but the bylaws may require that all notices, except of proposed amendments to the articles, shall be given by publication in a periodical published by or for the association, to which substantially all its members are subscribers, or in a newspaper or newspapers whose combined circulation is general in the territory in which the association operates.
13-C M.R.S. § 804 — ME Code / Title 13-C / Chapter 8 / Section 804
13-C §804. Election of directors by certain classes of shareholders
Status: in_force

If the corporation's articles of incorporation authorize dividing the shares into classes, the articles may also authorize the election of all or a specified number of directors by the holders of one or more authorized classes of shares. Each class of shares entitled to elect one or more directors is a separate voting group for purposes of the election of directors. [PL 2001, c. 640, Pt. A, §2 (NEW); PL 2001, c. 640, Pt. B, §7 (AFF).]
13 M.R.S. § 1758 — ME Code / Title 13 / Part 2 / Chapter 85 / Section 1758
13 §1758. Dissolution
Status: in_force

By vote of at least 80% of its members or any larger percentage specified in the articles of incorporation or bylaws, a cooperative affordable housing corporation may vote to dissolve and terminate its proprietary leases. In addition, a cooperative affordable housing corporation must file articles of dissolution and pay the fee for dissolution as required for business corporations under Title 13‑C . [PL 2007, c. 231, §4 (AMD).]
13 M.R.S. § 1556 — ME Code / Title 13 / Part 2 / Chapter 85 / Section 1556
13 §1556. Meetings
Status: in_force

Regular meetings shall be held as prescribed in the bylaws, but shall be held at least once a year. Special meetings may be demanded by a majority vote of the directors or by written petition of at least 3/10 of the membership, in which case it shall be the duty of the secretary to call such meeting to take place within 30 days after such demand.
13-C M.R.S. § 603 — ME Code / Title 13-C / Chapter 6 / Section 603
13-C §603. Issued and outstanding shares
Status: in_force

1. Issue number of shares authorized. A corporation may issue the number of shares of each class or series authorized by its articles of incorporation. Shares that are issued are outstanding shares until they are reacquired, redeemed, converted or cancelled. [PL 2001, c. 640, Pt. A, §2 (NEW); PL 2001, c. 640, Pt. B, §7 (AFF).]

2. Limitations on reacquisition, redemption or conversion. The reacquisition, redemption or conversion of outstanding shares is subject to the limitations of subsection 3 and to section 651 . [PL 2003, c. 344, Pt. D, §12 (AMD).]

3. Requirement. At all times that shares of the corporation are outstanding, there must be outstanding: A. One share that has, or more shares that together have, unlimited voting rights; and [PL 2001, c. 640, Pt. A, §2 (NEW); PL 2001, c. 640, Pt. B, §7 (AFF).] B. One share that is, or more shares that together are, entitled to receive the net assets of the corporation upon dissolution. [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. § 1824 — ME Code / Title 13 / Part 2 / Chapter 85 / Section 1824
13 §1824. Filing and recording articles of incorporation
Status: in_force

Before commencing business, the incorporators of every corporation organized under this subchapter shall prepare, sign, date and deliver for filing with the Secretary of State articles of incorporation, in a format approved by the Secretary of State, setting forth the information required under section 1823 . The filing fee for a corporation formed under this subchapter is the same as for a corporation organized under Title 13-C . If articles of incorporation delivered for filing to the Secretary of State pursuant to this section satisfy the requirements of this subchapter, the Secretary of State shall file the articles of incorporation. The date of filing is the date of receipt by the Secretary of State. After filing the articles of incorporation under this subchapter, 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 2009, c. 56, §14 (AMD).]
13 M.R.S. § 1984 — ME Code / Title 13 / Part 2 / Chapter 85 / Section 1984
13 §1984. Mergers
Status: in_force

An employee cooperative that has not revoked its election under this subchapter may not consolidate or merge with another corporation other than an employee cooperative. Two or more employee cooperatives may consolidate or merge in accordance with Title 13-C, chapter 11 . [RR 2001, c. 2, Pt. B, §34 (COR); RR 2001, c. 2, Pt. B, §58 (AFF).]
13-B M.R.S. § 720 — ME Code / Title 13-B / Chapter 7 / Section 720
13-B §720. General standards for officers
Status: in_force

1. Discretionary authority. An officer of a corporation with discretionary authority shall discharge that officer's duties under that authority: A. In good faith; [PL 2001, c. 550, Pt. C, §18 (NEW); PL 2001, c. 550, Pt. C, §29 (AFF).] B. With the care an ordinarily prudent person in a like position would exercise under similar circumstances; and [PL 2001, c. 550, Pt. C, §18 (NEW); PL 2001, c. 550, Pt. C, §29 (AFF).] C. In a manner the officer reasonably believes to be in the best interests of the corporation and its members. [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. Rely on information. In discharging the officer's duties, an officer of a corporation is entitled to rely on information, opinions, reports or statements, including financial statements and other financial data, if prepared or presented by: A. One or more officers or employees of the corporation whom the officer reasonably believes to be reliable and competent in the matters presented; or [PL 2001, c. 550, Pt. C, §18 (NEW); PL 2001, c. 550, Pt. C, §29 (AFF).] B. Legal counsel or a public accountant or other person as to matters the officer reasonably believes are within the person's professional or expert competence. [PL 2001, c. 550, Pt. C, §18 (NEW); PL 2001, c. 550, Pt. C, §29 (AFF).] An officer is not acting in good faith if the officer relies on information, opinions, reports or statements that the officer knows or has reason to believe are unwarranted. [PL 2001, c. 550, Pt. C, §18 (NEW); PL 2001, c. 550, Pt. C, §29 (AFF).]

3. Compliance. An officer of a corporation is not liable to a corporation, any member or other person for any action taken or not taken as an officer if the officer acted in compliance with this section and, if a conflict-of-interest transaction is involved, the transaction was fair to the corporation or was approved pursuant to section 718 . [PL 2001, c. 550, Pt. C, §18 (NEW); PL 2001, c. 550, Pt. C, §29 (AFF).]
13-C M.R.S. § 1424 — ME Code / Title 13-C / Chapter 14 / Section 1424
13-C §1424. Reinstatement of suspended corporate charter
Status: in_force

1. Reinstatement after charter suspension. A corporation whose charter was suspended before July 1, 2003 may apply for reinstatement with the Secretary of State if: A. The Secretary of State determines that the application contains the information required under section 1422, subsection 1 ; [PL 2003, c. 344, Pt. B, §116 (NEW).] B. The application is accompanied by the reinstatement fee set forth in section 123, subsection 1 ; and [PL 2003, c. 344, Pt. B, §116 (NEW).] C. The application is received by the Secretary of State by June 30, 2009. [PL 2003, c. 344, Pt. B, §116 (NEW).] [PL 2003, c. 344, Pt. B, §116 (NEW).]

2. Effect on corporation failing to reinstate by June 30, 2009. A corporation that fails to meet the requirements of subsection 1 is administratively dissolved and may not reinstate. [PL 2003, c. 344, Pt. B, §116 (NEW).]

3. Protecting corporate name after suspension. The name of a corporation whose charter is suspended remains in the Secretary of State's records of corporate names and is protected for a period of 3 years following its suspension. [PL 2003, c. 344, Pt. B, §116 (NEW).]
13 M.R.S. § 3162 — ME Code / Title 13 / Part 2 / Chapter 93 / Section 3162
13 §3162. Trustees
Status: in_force

The municipal officers, town clerk and treasurer of each town where no other trustees are lawfully appointed for that purpose shall be a corporation and trustees of such ministerial and school funds, with the usual powers granted to similar corporations.
13 M.R.S. § 1267 — ME Code / Title 13 / Part 2 / Chapter 83 / Section 1267
13 §1267. Penalties
Status: in_force

A person is subject to criminal prosecution under Title 17‑A, chapter 15 if the person violates section 1264 or 1265 . A person who violates section 1266 commits a civil violation for which a fine of not less than $100 and not more than $500 may be adjudged. [PL 2003, c. 688, Pt. B, §1 (AMD).]
13 M.R.S. § 1780 — ME Code / Title 13 / Part 2 / Chapter 85 / Section 1780
13 §1780. Savings clause
Status: in_force

This subchapter shall not impair or affect any act done, offense committed or right accruing, accrued or acquired, or liability, penalty, forfeiture or punishment incurred prior to July 21, 1945, but the same may be enjoyed, asserted, enforced, prosecuted or inflicted as fully and to the same extent as if this subchapter had not been passed.
13 M.R.S. § 1762 — ME Code / Title 13 / Part 2 / Chapter 85 / Section 1762
13 §1762. Property tax provisions
Status: in_force

1. Property not tax-exempt. Notwithstanding any provision of law to the contrary, cooperative property does not qualify for property tax exemption under Title 36, section 652, subsection 1, paragraph A . [PL 1993, c. 300, §1 (NEW).]

2. Eligibility for property tax relief. Without limiting the eligibility of members of any other corporation or unincorporated association that provides housing on a cooperative basis for tax relief, a member of a cooperative affordable housing corporation is eligible for any relief afforded to property taxpayers under law. [PL 1993, c. 300, §1 (NEW).]

3. Homestead exemption from attachment and execution. Title 14, section 4422 applies to cooperative interests in cooperative affordable housing corporations. [PL 1993, c. 300, §1 (NEW).]
13 M.R.S. § 1604 — ME Code / Title 13 / Part 2 / Chapter 85 / Section 1604
13 §1604. Voting by proxy
Status: in_force

Unless specified otherwise in an association's articles of incorporation or bylaws, members are permitted to vote by proxy. [PL 1997, c. 7, §2 (NEW).]

1. Appointment of agent. The appointment of one or more agents to vote on behalf of the member must be by written proxy executed by the member or by the member's duly authorized attorney-in-fact. A telegram, cablegram or facsimile appearing to have been transmitted may be considered to satisfy this requirement. [PL 1997, c. 7, §2 (NEW).]

2. Duration. A proxy is valid for only 11 months from the date of its execution, unless otherwise expressly and conspicuously provided in the proxy. [PL 1997, c. 7, §2 (NEW).]

3. Revocation. A proxy is revocable at the pleasure of the person executing it. A proxy may be revoked, without limitation, by an instrument that in terms revokes the proxy or by a subsequent duly executed proxy. The authority of a proxy holder is not revoked by death or supervening incapacity of the member executing the proxy unless, before the authority is exercised, written notice of death or incapacity is filed with the corporate officer responsible for maintaining the list of members. The presence at a members' meeting of the member appointing a proxy does not of itself revoke the proxy. A member may revoke an appointment of a proxy by giving notice to the corporate officer responsible for maintaining a list of members or by giving notice in open meeting of the members. [PL 1997, c. 7, §2 (NEW).]
13-B M.R.S. § 102 — ME Code / Title 13-B / Chapter 1 / Section 102
13-B §102. Definitions
Status: in_force

As used in this Act, unless the context otherwise requires, the following words shall have the following meanings. [PL 1977, c. 525, §13 (NEW).]

1. Articles of incorporation. "Articles of incorporation" means the original or restated articles of incorporation and all amendments thereto. It includes the certificate of incorporation, articles of merger, articles of consolidation and, in the case of a corporation created by special Act of the Legislature, the special Act and any amendments thereto. [PL 1977, c. 525, §13 (NEW).]

2. Board of directors. "Board of directors" means the group of persons vested with the management of the affairs of the corporation irrespective of the various names, such as board of trustees or board of managers, by which such group is designated. [PL 1977, c. 525, §13 (NEW).]

3. Bylaws. "Bylaws" means the code or codes of rules adopted for the regulation or management of the affairs of the corporation irrespective of the name or names by which such rules are designated and includes the corporation's constitution unless the constitution is filed as the articles of incorporation or enacted by the Legislature in a special Act. [PL 1977, c. 525, §13 (NEW).]

4. Corporation. "Corporation" or "domestic corporation" means a nonprofit corporation subject to this Act, including a nonprofit hospital and medical organization subject to Title 24, chapter 19 . It shall not include: A. A foreign corporation; [PL 1977, c. 592, §12 (NEW).] B. A corporation subject to the laws regulating banking and insurance companies; or [PL 1977, c. 592, §12 (NEW).] C. An instrumentality, agency, political subdivision or body politic and corporate of the State. [PL 1977, c. 592, §12 (NEW).] [PL 1977, c. 592, §12 (RPR).]

4-A. Deliver; delivery. "Deliver" or "delivery" means any method of delivery used in conventional commercial practice, including delivery by hand, mail, commercial delivery and electronic transmission. [PL 2005, c. 302, §1 (NEW).]

5. Director. "Director" means one member of the board of directors. [PL 1977, c. 525, §13 (NEW).]

5-A. Domestic condominium corporation. [PL 1991, c. 780, Pt. U, §11 (RP); PL 1991, c. 837, Pt. A, §35 (RP).]

5-B. Entity. "Entity" has the same meaning as set out in Title 13-C, section 102, subsection 11 . [PL 2003, c. 344, Pt. B, §7 (NEW).]

5-C. Electronic transmission. "Electronic transmission" means any process of communication that does not directly involve the physical transfer of paper and that is suitable for the retention, retrieval and reproduction of information by the recipient. [PL 2005, c. 302, §1 (NEW).]

6. Foreign corporation. "Foreign corporation" means a nonprofit corporation organized under laws other than the laws of this State. [PL 1977, c. 525, §13 (NEW).]

6-A. Individual. "Individual" means a natural person. [PL 2003, c. 344, Pt. B, §7 (NEW).]

7. Insolvent. "Insolvent" means inability of a corporation to pay its debts as they become due in the usual course of its affairs. [PL 1977, c. 525, §13 (NEW).]

8. Member. "Member" includes persons by whatever name designated, including corporators, and means one having membership rights in a corporation in accordance with the provisions of its articles of incorporation or bylaws. In the case of a corporation without members entitled to vote, references in this Act to acts of members shall be taken to mean acts of directors. [PL 1977, c. 592, §13 (AMD).]

8-A. Mutual benefit corporation. "Mutual benefit corporation" means a mutual benefit corporation described in section 1406 or a corporation formed as a mutual benefit corporation pursuant to chapter 4 . [PL 2001, c. 550, Pt. C, §6 (NEW); PL 2001, c. 550, Pt. C, §29 (AFF).]

9. Nonprofit corporation. "Nonprofit corporation" means a corporation, no part of the income or profit of which is distributable to its members, directors or officers. [PL 1977, c. 525, §13 (NEW).]

9-A. Person. "Person" includes an individual and an entity. [PL 2003, c. 344, Pt. B, §7 (NEW).]

10. President. "President" means the chief executive officer by whatever name known. [PL 1977, c. 525, §13 (NEW).]

10-A. Public benefit corporation. "Public benefit corporation" means a public benefit corporation described in section 1406 or a domestic corporation formed as a public benefit corporation pursuant to chapter 4 . [PL 2001, c. 550, Pt. C, §7 (NEW); PL 2001, c. 550, Pt. C, §29 (AFF).]

11. Secretary or clerk. "Secretary or clerk" means the officer responsible for the keeping of records. [PL 1977, c. 525, §13 (NEW).]

11-A. Sign; signature. "Sign" or "signature" includes any manual, facsimile, conformed or electronic signature. [PL 2005, c. 302, §1 (NEW).]

12. Treasurer. "Treasurer" means the chief fiscal officer. [PL 1977, c. 525, §13 (NEW).]
13 M.R.S. § 2902 — ME Code / Title 13 / Part 2 / Chapter 93 / Section 2902
13 §2902. Moderator
Status: in_force

The moderator of any meeting shall preserve order, manage the business and administer the oath to the clerk and assessors.
13-C M.R.S. § 941 — ME Code / Title 13-C / Chapter 9 / Section 941
13-C §941. Foreign nonprofit domestication and conversion
Status: in_force

A foreign nonprofit corporation may become a domestic business corporation only if the domestication and conversion is permitted by the organic law of the foreign nonprofit corporation. The laws of this State govern the effect of converting to a domestic business corporation pursuant to this subchapter. [PL 2001, c. 640, Pt. A, §2 (NEW); PL 2001, c. 640, Pt. B, §7 (AFF).]
13 M.R.S. § 1959 — ME Code / Title 13 / Part 2 / Chapter 85 / Section 1959
13 §1959. Enforcement of orders and judicial review
Status: in_force

1. Complaint. The board shall have power to complain to the Superior Court for the enforcement of its orders made under sections 1958 and 1965 and for appropriate temporary relief or restraining order, and shall file in the court the original or certified copy of the entire record in the proceeding, and shall cause notice of such complaint to be served upon such person, and said court shall thereupon have jurisdiction of the proceeding and of the question determined therein, and shall have power to grant such temporary relief or restraining order as it deems just and proper, and to make and enter a judgment enforcing, modifying and enforcing as so modified, or setting aside in whole or in part, the order of the board. No objection that has not been urged before the board may be considered by the court, unless the failure or neglect to urge such objection shall be excused because of extraordinary circumstances. The findings of the board with respect to questions of fact, if supported by substantial evidence on the record considered as a whole, shall be conclusive. If either party shall apply to the court for leave to adduce additional evidence and shall show to the satisfaction of the court that such additional evidence is material and that there were reasonable grounds for the failure to adduce such evidence in the hearing before the board, the court may order such additional evidence to be taken before the board and to be made a part of the record. The board may modify its findings as to the facts, or make new findings, by reason of additional evidence so taken and filed, and it shall file such modified or new findings, which findings with respect to questions of fact if supported by substantial evidence on the record considered as a whole shall be conclusive, and shall file its recommendations, if any, for the modification or setting aside of its original order. [PL 1987, c. 155, §16 (AMD).]

2. Appeal. [PL 1977, c. 694, §284 (RP).]

3. Stay. The provisions of Title 5, section 11004 , shall govern with respect to any application for a stay of an order of the board. [PL 1987, c. 155, §17 (AMD).]

4. Procedure. [PL 1977, c. 694, §286 (RP).]

5. Penalties. In an action to enforce an order or in a separate action, the board may seek civil penalties for violation of this article. In any such action, a violation shall be punishable by a civil penalty of not more than $5,000. When the violation is a refusal to bargain under section 1958 or an unfair practice under section 1965 , each day that such conduct occurred shall constitute a separate violation. If a qualified association is found to have committed a violation under sections 1958 and 1965 , and if a civil penalty is imposed, and if the court finds that the association is unable to pay the civil penalty, the court shall instead issue an order suspending for one year the association's rights as a qualified association under this article. [PL 1987, c. 155, §18 (NEW).]
13-C M.R.S. § 1434 — ME Code / Title 13-C / Chapter 14 / Section 1434
13-C §1434. Discretion of court to grant relief other than dissolution
Status: in_force

1. Intervention by shareholder. Any shareholder of a corporation may intervene in an action brought by another shareholder under section 1430, subsection 2 to dissolve the corporation in order to seek relief other than dissolution. [PL 2001, c. 640, Pt. A, §2 (NEW); PL 2001, c. 640, Pt. B, §7 (AFF).]

2. Motion of court. On the application of a plaintiff or any other shareholder or on the court's own motion in any action filed by a shareholder to dissolve a corporation on any of the grounds enumerated in section 1430, subsection 2 , or on the court's own motion in any other action to dissolve a corporation, the court may make an order or grant relief, other than dissolution, that in its discretion it considers appropriate, including, without limitation, an order: A. Providing for the purchase at their fair value of shares of any shareholder either by the corporation or by other shareholders; [PL 2001, c. 640, Pt. A, §2 (NEW); PL 2001, c. 640, Pt. B, §7 (AFF).] B. Providing for the sale of all the property and franchises of the corporation to a single purchaser, who succeeds to all the rights and privileges of the corporation and may reorganize the same under the direction of the court; [PL 2001, c. 640, Pt. A, §2 (NEW); PL 2001, c. 640, Pt. B, §7 (AFF).] C. Directing or prohibiting any act of the corporation or of shareholders, directors, officers or other persons party to the action; [PL 2001, c. 640, Pt. A, §2 (NEW); PL 2001, c. 640, Pt. B, §7 (AFF).] D. Canceling or altering any provision contained in the articles of incorporation, in any amendment to the articles of incorporation or in the bylaws of the corporation; [PL 2001, c. 640, Pt. A, §2 (NEW); PL 2001, c. 640, Pt. B, §7 (AFF).] E. Appointing a person who is qualified under the laws of this State to act as a receiver and who has no close personal, business or financial relationship to the members of any contending faction within the corporation to act as an additional director, either in all matters or in those matters the court directs, and to hold office as a director for any period the court orders, but not longer than 2 years. The person must be paid by the corporation compensation as ordered by the court and may be required to post security for the faithful performance of the director's duties in an amount and with any sureties the court orders; or [PL 2001, c. 640, Pt. A, §2 (NEW); PL 2001, c. 640, Pt. B, §7 (AFF).] F. Canceling, altering or enjoining any resolution or other act 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).]

3. Protection of interests. Pursuant to this section, the court may grant relief other than dissolution as an alternative to a decree of dissolution or whenever the circumstances of the case are such that the other relief, but not dissolution, would be appropriate, and the other relief should be granted when that relief would furnish greater protection of the interests of creditors and shareholders than would dissolution. [PL 2005, c. 302, §7 (AMD).]
13 M.R.S. § 1033 — ME Code / Title 13 / Part 2 / Chapter 83 / Section 1033
13 §1033. Vested rights
Status: in_force

This chapter shall not be construed as affecting any vested rights of any cemetery association or other agency owning, maintaining and operating a cemetery or crematory immediately prior to July 24, 1937. Insofar as this chapter does not violate any such vested rights, it shall, except as otherwise provided, apply to all such cemetery associations or other agencies.
13-C M.R.S. § 625 — ME Code / Title 13-C / Chapter 6 / Section 625
13-C §625. Share options
Status: in_force

1. Board authority to issue options. A corporation may issue rights, options or warrants for the purchase of shares or other securities of the corporation. The corporation's board of directors shall determine: A. The terms upon which the rights, options or warrants are issued; and [PL 2003, c. 344, Pt. B, §57 (NEW).] B. The terms including the consideration for which the shares or other securities are issued. [PL 2003, c. 344, Pt. B, §57 (NEW).] The authorization by the board of directors for the corporation to issue these rights, options or warrants constitutes authorization of the issuance of the shares or other securities for which the rights, options or warrants are exercisable. [PL 2003, c. 344, Pt. B, §57 (NEW).]

2. Limitations based on holdings. The terms and conditions of these rights, options or warrants, including those outstanding on the effective date of this section, may include, without limitation, restrictions or conditions that: A. Preclude or limit the exercise, transfer or receipt of these rights, options or warrants by any person or persons owning or offering to acquire a specified number or percentage of the outstanding shares or other securities of the corporation or by any transferee of the person; or [PL 2003, c. 344, Pt. B, §57 (NEW).] B. Invalidate or void these rights, options or warrants held by the person or the transferee. [PL 2003, c. 344, Pt. B, §57 (NEW).] [PL 2003, c. 344, Pt. B, §57 (NEW).]

3. Authorized officers. The board of directors may authorize one or more officers to: A. Designate the recipients of rights, options, warrants or other equity compensation awards that involve the issuance of shares; and [PL 2011, c. 274, §16 (NEW).] B. Determine, within an amount and subject to any other limitations established by the board and, if applicable, the stockholders, the number of such rights, options, warrants or other equity compensation awards and the terms thereof to be received by the recipients, except that an officer or officers may not use such authority to designate themselves or such other persons as the board of directors may specify as a recipient or recipients of such rights, options, warrants or other equity compensation awards. [PL 2011, c. 274, §16 (NEW).] [PL 2011, c. 274, §16 (NEW).]
13 M.R.S. § 3163 — ME Code / Title 13 / Part 2 / Chapter 93 / Section 3163
13 §3163. Officers
Status: in_force

The corporation shall annually elect a president, clerk and treasurer. The treasurer shall give bond with sureties sufficient in the opinion of the trustees for the faithful discharge of the treasurer's duty. The clerk must be sworn. [RR 2025, c. 1, Pt. E, §47 (COR).]
13-B M.R.S. § 301-A — ME Code / Title 13-B / Chapter 3 / Section 301-A
13-B §301-A. Corporate name
Status: reserved

1. Prohibition. A corporate name may not contain language stating or implying that the corporation is organized for a purpose other than that permitted by section 201 and the corporation's articles of incorporation. [PL 2003, c. 344, Pt. B, §9 (NEW).]

2. Distinguishable name. Except as authorized by subsections 3 and 4 , a corporate name must be distinguishable on the records of the Secretary of State from: A. The name of a corporation, limited liability company, limited liability partnership or limited partnership that is incorporated, organized or authorized to transact business or carry on activities in this State; [PL 2003, c. 344, Pt. B, §9 (NEW).] B. Assumed, fictitious, reserved and registered name filings for all entities; and [PL 2003, c. 344, Pt. B, §9 (NEW).] C. Marks registered under Title 10, chapter 301‑A unless the registered owner or holder of the mark is the same person or entity as the corporation seeking to use a name that is not distinguishable on the records of the Secretary of State and files proof of ownership with the Secretary of State. [PL 2003, c. 344, Pt. B, §9 (NEW).] [PL 2003, c. 344, Pt. B, §9 (NEW).]

3. Refuse to file name. The Secretary of State, in the Secretary of State's discretion, may refuse to file a name that: A. Consists of or comprises language that is obscene; [PL 2003, c. 344, Pt. B, §9 (NEW).] B. Inappropriately promotes abusive or unlawful activity; [PL 2003, c. 344, Pt. B, §9 (NEW).] C. Falsely suggests an association with public institutions; or [PL 2003, c. 344, Pt. B, §9 (NEW).] D. Violates any other provision of the law of this State with respect to names. [PL 2003, c. 344, Pt. B, §9 (NEW).] [PL 2003, c. 344, Pt. B, §9 (NEW).]

4. Authorization to use name. A corporation may apply to the Secretary of State for authorization to use a name that is not distinguishable on the records of the Secretary of State from one or more of the names described in subsection 2 . The Secretary of State shall authorize use of the name applied for if: A. The entity in possession of the name consents to the use in writing and submits an undertaking in a form satisfactory to the Secretary of State as provided in sections 104 and 106 or as provided in the applicable law for that entity to change its name to a name that is distinguishable on the records of the Secretary of State from the name of the applicant; or [PL 2003, c. 344, Pt. B, §9 (NEW).] B. The applicant delivers to the Secretary of State a certified copy of the final judgment of a court of competent jurisdiction establishing the applicant's right to use the name applied for in this State. [PL 2003, c. 344, Pt. B, §9 (NEW).] [PL 2003, c. 344, Pt. B, §9 (NEW).]

5. Use of another corporation's name. A corporation may use the name, including the assumed or fictitious name, of another domestic or foreign corporation that is used in this State if the other corporation is incorporated or authorized to transact business in this State and the corporation proposing to use the name: A. Has merged with the other corporation; [PL 2003, c. 344, Pt. B, §9 (NEW).] B. Has been formed by reorganization of the other corporation; or [PL 2003, c. 344, Pt. B, §9 (NEW).] C. Has acquired all or substantially all of the assets, including the corporate name, of the other corporation. [PL 2003, c. 344, Pt. B, §9 (NEW).] [PL 2003, c. 344, Pt. B, §9 (NEW).]

6. Determining distinguishability. In determining whether names are distinguishable on the records, the Secretary of State shall disregard the following: A. The words or abbreviations of words that describe the nature of the entity, including "professional association," "corporation," "company," "incorporated," "chartered," "limited," "limited partnership," "limited liability company," "professional limited liability company," "limited liability partnership," "registered limited liability partnership," "limited liability limited partnership," "service corporation" and "professional corporation"; [PL 2005, c. 543, Pt. D, §10 (AMD); PL 2005, c. 543, Pt. D, §18 (AFF).] B. The presence or absence of the words or symbols of the words "and" and "the"; and [PL 2003, c. 344, Pt. B, §9 (NEW).] C. The differences in the use of punctuation, capitalization or special characters. [PL 2003, c. 344, Pt. B, §9 (NEW).] [PL 2005, c. 543, Pt. D, §10 (AMD); PL 2005, c. 543, Pt. D, §18 (AFF).]

7. Change of corporate name by foreign corporation. If a foreign corporation authorized to carry on activities in this State changes its corporate name to one that does not satisfy the requirements of this section, the foreign corporation may not carry on activities in this State under the proposed new name until it adopts a name satisfying the requirements of this section and files an amended application for authority under section 1207 that is accompanied by a statement of use of a fictitious name under section 308‑A . [PL 2003, c. 344, Pt. B, §9 (NEW).]

8. Violations of this section. If a corporation has in other respects complied with this Title and its articles of incorporation have been filed, or if a foreign corporation has in other respects satisfied this Title and has been authorized to carry on activities in this State, subsequent discovery of a violation of the foregoing provisions of this section does not invalidate its corporate existence or authority, but the courts of this State may, upon application of the State or of any interested or affected person, enjoin such violation and grant any other appropriate relief. [PL 2003, c. 344, Pt. B, §9 (NEW).]
13 M.R.S. § 1741 — ME Code / Title 13 / Part 2 / Chapter 85 / Section 1741
13 §1741. Short title
Status: in_force

This subchapter may be known and cited as the "Maine Cooperative Affordable Housing Ownership Act." [PL 1993, c. 300, §1 (NEW).]
13-C M.R.S. § 781 — ME Code / Title 13-C / Chapter 7 / Section 781
13-C §781. Shareholder action to appoint custodian or receiver
Status: in_force

1. Court may appoint. The Superior Court may appoint one or more persons to be custodians or, if the corporation is insolvent, to be receivers of and for a corporation in a proceeding by a shareholder when it is established that: A. The directors are deadlocked in the management of the corporate affairs, the shareholders are unable to break the deadlock and irreparable injury to the corporation is threatened or being suffered; or [PL 2011, c. 274, §31 (NEW).] B. The directors or those in control of the corporation are acting fraudulently and irreparable injury to the corporation is threatened or being suffered. [PL 2011, c. 274, §31 (NEW).] [PL 2011, c. 274, §31 (NEW).]

2. Remedies; procedures. The Superior Court: A. May issue injunctions, appoint a temporary custodian or temporary receiver with all the powers and duties the court directs, take other action to preserve the corporate assets, wherever located, and carry on the business of the corporation until a full hearing is held; [PL 2011, c. 274, §31 (NEW).] B. Shall hold a full hearing, after notifying all parties to the proceeding and any interested persons designated by the court, before appointing a custodian or receiver; and [PL 2011, c. 274, §31 (NEW).] C. Has jurisdiction over the corporation and all of its property, wherever located. [PL 2011, c. 274, §31 (NEW).] [PL 2011, c. 274, §31 (NEW).]

3. Appointments; bonds. The Superior Court may appoint an individual, a domestic corporation or a foreign corporation authorized to transact business in this State as a custodian or receiver and may require the custodian or receiver to post bond, with or without sureties, in an amount the court directs. [PL 2011, c. 274, §31 (NEW).]

4. Powers and duties. The Superior Court shall describe the powers and duties of the custodian or receiver in its appointing order, which may be amended from time to time. The powers include but are not limited to the following. A. A custodian may exercise all of the powers of the corporation, through or in place of its board of directors, to the extent necessary to manage the business and affairs of the corporation. [PL 2011, c. 274, §31 (NEW).] B. A receiver: (1) May dispose of all or any part of the assets of the corporation, wherever located, at a public or private sale, if authorized by the court; and (2) May sue and defend in the receiver's own name as receiver in all courts of this State. [PL 2011, c. 274, §31 (NEW).] [PL 2011, c. 274, §31 (NEW).]

5. Redesignations. The Superior Court during a custodianship may redesignate the custodian as a receiver and during a receivership may redesignate the receiver as a custodian, if doing so is in the best interests of the corporation. [PL 2011, c. 274, §31 (NEW).]

6. Compensation and expenses. The Superior Court from time to time during the custodianship or receivership may order compensation paid and expense disbursements or reimbursements made to the custodian or receiver from the assets of the corporation or proceeds from the sale of its assets. [PL 2011, c. 274, §31 (NEW).]
13 M.R.S. § 1034 — ME Code / Title 13 / Part 2 / Chapter 83 / Section 1034
13 §1034. Jurisdiction
Status: in_force

The Superior Court has original and concurrent jurisdiction in all cases under this chapter. Judges of the District Court may cause the persons brought before them on complaint for violation of section 1342 or 1343 to recognize with sufficient sureties to appear at the next term of the Superior Court and, in default thereof, shall commit them. [RR 2021, c. 2, Pt. A, §25 (COR).]
13-C M.R.S. § 304 — ME Code / Title 13-C / Chapter 3 / Section 304
13-C §304. Ultra vires
Status: in_force

1. Corporate action not subject to challenge. Except as provided in subsection 2 , the validity of corporate action may not be challenged on the ground that the corporation lacks or lacked power to act. [PL 2001, c. 640, Pt. A, §2 (NEW); PL 2001, c. 640, Pt. B, §7 (AFF).]

2. Corporate action subject to challenge. A corporation's power to act may be challenged: A. In a proceeding by a shareholder against the corporation to enjoin the act; [PL 2001, c. 640, Pt. A, §2 (NEW); PL 2001, c. 640, Pt. B, §7 (AFF).] B. In a proceeding by the corporation, directly, derivatively or through a receiver, trustee or other legal representative against an incumbent or former director, officer, employee or agent of the corporation; or [PL 2001, c. 640, Pt. A, §2 (NEW); PL 2001, c. 640, Pt. B, §7 (AFF).] C. In a proceeding by the Attorney General under section 1430 . [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. Available remedies in proceeding by shareholder. In a shareholder's proceeding under subsection 2, paragraph A to enjoin an unauthorized corporate act, the court may enjoin or set aside the act, if equitable and if all affected persons are parties to the proceeding, and may award damages for loss, other than anticipated profits, suffered by the corporation or another party because of enjoining the unauthorized act. [PL 2001, c. 640, Pt. A, §2 (NEW); PL 2001, c. 640, Pt. B, §7 (AFF).]
13 M.R.S. § 1301 — ME Code / Title 13 / Part 2 / Chapter 83 / Section 1301
13 §1301. Incorporation; exemption from attachment and taxation
Status: in_force

Any 7 or more persons may be incorporated, not for profit, in the manner provided in section 901 for the purpose of owning, managing and protecting lands and their appurtenances appropriated for public cemeteries. The property of such corporations and the shares of stock therein are exempt from attachment and taxation. Any cemetery corporation may accept and receive donations of money, general legacies and devises of real estate or legacies in trust, for the purpose of landscaping, general beautification and care of lots, memorials, avenues and plots in said cemetery, without being appointed or confirmed by any court as such trustee. [PL 1975, c. 770, §76 (AMD).]
13 M.R.S. § 1183 — ME Code / Title 13 / Part 2 / Chapter 83 / Section 1183
13 §1183. Damages for land taken; town vote
Status: in_force

If the municipal officers at the hearing held under section 1181 grant the prayer of the petitioners, they shall then determine what land shall be taken and assess the damages suffered by each person thereby, as if the land were taken for town ways, make a written return of their proceedings, specifying the land taken and the damages awarded each person and file the same with the town clerk. Such cemetery or burying ground shall not be enlarged, pursuant to such return, until so voted by the town at its next annual meeting. [PL 1975, c. 431, §3 (AMD).]
13-C M.R.S. § 922 — ME Code / Title 13-C / Chapter 9 / Section 922
13-C §922. Action on plan of domestication
Status: in_force

In the case of a domestication of a domestic business corporation, in this section referred to as the "corporation," in a foreign jurisdiction: [PL 2001, c. 640, Pt. A, §2 (NEW); PL 2001, c. 640, Pt. B, §7 (AFF).]

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

2. Shareholders' approval. After adopting the plan of domestication, the corporation's board of directors shall submit the plan to the shareholders for their approval. The board of directors shall also transmit to the shareholders a recommendation that the shareholders approve the plan, unless: A. The board of directors makes a determination that because of conflicts of interest or other special circumstances the board of directors should not make such a recommendation; or [PL 2011, c. 274, §38 (NEW).] B. Section 827 applies. [PL 2011, c. 274, §38 (NEW).] If paragraph A or B applies, the board of directors shall transmit to the shareholders the basis for so proceeding; [PL 2011, c. 274, §38 (RPR).]

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

4. Notice of meeting. If the approval of the shareholders of the plan of domestication under subsection 2 is to be given at a meeting, the corporation shall notify each shareholder, whether or not entitled to vote, of the meeting of shareholders at which the plan of domestication is to be submitted for approval. The notice must state that the purpose, or one of the purposes, of the meeting is to consider the plan and must contain or be accompanied by a copy or summary of the plan. The notice must include or be accompanied by a copy of the corporation's articles of incorporation as they will be in effect immediately after the domestication; [PL 2001, c. 640, Pt. A, §2 (NEW); PL 2001, c. 640, Pt. B, §7 (AFF).]

5. Majority approval. Unless the corporation's articles of incorporation or its board of directors acting pursuant to subsection 3 requires a greater vote, approval of the plan of domestication requires the approval of the shareholders and, if any class or series of shares is entitled to vote as a separate group on the plan, the approval of each such separate voting group by a majority of all the votes entitled to be cast on the plan by that voting group. The articles of incorporation may provide that the plan may be approved by a lesser vote of each voting group entitled to vote on the plan but in no case less than a majority of the votes cast by that voting group at a meeting at which there exists, for each such voting group, a quorum consisting of at least a majority of the votes entitled to be cast on the plan by each voting group entitled to vote on the plan; [PL 2001, c. 640, Pt. A, §2 (NEW); PL 2001, c. 640, Pt. B, §7 (AFF).]

6. Voting groups. Subject to subsection 6‑A , separate voting by voting groups is required by each class or series of shares that: A. Is to be reclassified under the plan of domestication into other securities, obligations, rights to acquire shares or other securities, cash, other property or any combination thereof; [PL 2001, c. 640, Pt. A, §2 (NEW); PL 2001, c. 640, Pt. B, §7 (AFF).] B. Is entitled to vote as a separate group on a provision of the plan of domestication that constitutes a proposed amendment to the corporation's articles of incorporation following its domestication that requires action by separate voting groups under section 1004 ; or [PL 2011, c. 274, §39 (AMD).] C. Is entitled under the corporation's articles of incorporation to vote as a voting group to approve an amendment of the articles; [PL 2011, c. 274, §39 (AMD).] [PL 2011, c. 274, §39 (AMD).]

6-A. Separate voting. The corporation's articles of incorporation may expressly limit or eliminate the separate voting rights provided in subsection 6, paragraph A ; [PL 2011, c. 274, §40 (NEW).]

7. Transitional rule. If any provision of the corporation's articles of incorporation or bylaws or of an agreement to which any of the directors or shareholders are parties, adopted or entered into before July 1, 2003, applies to a merger of the corporation and that document does not refer to a domestication of the corporation, the provision is deemed to apply to a domestication of the corporation until the provision is amended; and [PL 2011, c. 274, §41 (AMD).]

8. Consent of shareholders. A plan of domestication may be approved for a participating corporation by written consent of shareholders entitled to vote, as provided in section 704 . If the plan of domestication is approved by written consent of all shareholders, whether or not entitled to vote, a resolution of the board of directors of the participating corporation approving, proposing, submitting, recommending or otherwise respecting the plan of domestication is not necessary and shareholders of the participating corporation are not entitled to receive notice of or to dissent from the plan of domestication. [PL 2003, c. 344, Pt. B, §77 (NEW).]
13-C M.R.S. § 743 — ME Code / Title 13-C / Chapter 7 / Section 743
13-C §743. Shareholder agreements
Status: in_force

1. Shareholder agreement effective despite inconsistency with Act. An agreement among the shareholders of a corporation that complies with this section is effective among the shareholders and the corporation even though it is inconsistent with one or more other provisions of this Act in that it: A. Eliminates the board of directors or restricts the discretion or powers of the board of directors; [PL 2001, c. 640, Pt. A, §2 (NEW); PL 2001, c. 640, Pt. B, §7 (AFF).] B. Governs the authorization or making of distributions whether or not in proportion to ownership of shares, subject to the limitations in section 651 ; [PL 2001, c. 640, Pt. A, §2 (NEW); PL 2001, c. 640, Pt. B, §7 (AFF).] C. Establishes who are directors or officers of the corporation or their terms of office or manner of selection or removal; [PL 2001, c. 640, Pt. A, §2 (NEW); PL 2001, c. 640, Pt. B, §7 (AFF).] D. Governs, in general or in regard to specific matters, the exercise or division of voting power by or between the shareholders and directors or by or among any of them, including use of weighted voting rights or director proxies; [PL 2001, c. 640, Pt. A, §2 (NEW); PL 2001, c. 640, Pt. B, §7 (AFF).] E. Establishes the terms and conditions of any agreement for the transfer or use of property or the provision of services between the corporation and any shareholder, director, officer or employee of the corporation or among any of them; [PL 2001, c. 640, Pt. A, §2 (NEW); PL 2001, c. 640, Pt. B, §7 (AFF).] F. Transfers to one or more shareholders or other persons all or part of the authority to exercise the corporate powers or to manage the business and affairs of the corporation, including the resolution of any issue about which there exists a deadlock among directors or shareholders; [PL 2001, c. 640, Pt. A, §2 (NEW); PL 2001, c. 640, Pt. B, §7 (AFF).] G. Requires dissolution of the corporation at the request of one or more of the shareholders or upon the occurrence of a specified event or contingency; or [PL 2001, c. 640, Pt. A, §2 (NEW); PL 2001, c. 640, Pt. B, §7 (AFF).] H. Otherwise governs the exercise of the corporate powers or the management of the business and affairs of the corporation or the relationship among the shareholders, the directors and the corporation, or among any of them, and is not contrary to public policy. [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. Requirements for shareholder agreement. An agreement authorized by this section must comply with each of the following paragraphs. A. The agreement must be set forth: (1) In the articles of incorporation or bylaws and approved by all persons who are shareholders at the time of the agreement; or (2) In a written agreement that is signed by all persons who are shareholders at the time of the agreement and is made known to the corporation. [PL 2001, c. 640, Pt. A, §2 (NEW); PL 2001, c. 640, Pt. B, §7 (AFF).] B. The agreement must be subject to amendment only by all persons who are shareholders at the time of the amendment, unless the agreement provides otherwise or unless the amendment is governed by subsection 8 . [PL 2001, c. 640, Pt. A, §2 (NEW); PL 2001, c. 640, Pt. B, §7 (AFF).] C. [PL 2003, c. 344, Pt. B, §63 (RP).] An agreement authorized by this section is valid for an unlimited term unless the agreement provides otherwise. [PL 2003, c. 344, Pt. B, §63 (AMD).]

3. Notation of existence of agreement required. The existence of an agreement authorized by this section must be noted conspicuously on the front or back of each certificate for outstanding shares or on the information statement required by section 627, subsection 2 . If at the time of the agreement the corporation has shares outstanding represented by certificates, the corporation shall recall the outstanding certificates and issue substitute certificates that comply with this subsection. The failure to note the existence of the agreement on the certificate or information statement does not affect the validity of the agreement or any action taken pursuant to it. Any purchaser of shares who, at the time of purchase, did not have knowledge of the existence of the agreement is entitled to rescission of the purchase. A purchaser is deemed to have knowledge of the existence of the agreement if its existence is noted on the certificate or information statement for the shares in compliance with this subsection and, if the shares are not represented by a certificate, the information statement is delivered to the purchaser at or prior to the time of purchase of the shares. An action to enforce the right of rescission authorized by this subsection must be commenced within the earlier of 180 days after discovery of the existence of the agreement or 2 years after the time of purchase of the shares. [PL 2001, c. 640, Pt. A, §2 (NEW); PL 2001, c. 640, Pt. B, §7 (AFF).]

4. Agreement ceases to be effective. An agreement authorized by this section ceases to be effective when the corporation becomes a public corporation. If the agreement ceases to be effective for any reason, the board of directors may, if the agreement is contained or referred to in the corporation's articles of incorporation or bylaws, adopt an amendment to the articles of incorporation or bylaws, without shareholder action, to delete the agreement and any references to it. [PL 2007, c. 289, §10 (AMD).]

5. Limitation on discretion or powers of directors limits liability of directors. An agreement authorized by this section that limits the discretion or powers of the board of directors relieves the directors of, and imposes upon the person or persons in whom such discretion or powers are vested, liability for acts or omissions imposed by law on directors to the extent that the discretion or powers of the directors are limited by the agreement. [PL 2001, c. 640, Pt. A, §2 (NEW); PL 2001, c. 640, Pt. B, §7 (AFF).]

6. Personal liability on shareholder. The existence or performance of an agreement authorized by this section is not a ground for imposing personal liability on any shareholder for the acts or debts of the corporation even if the agreement or its performance treats the corporation as if it were a partnership or results in failure to observe the corporate formalities otherwise applicable to the matters governed by the agreement. [PL 2001, c. 640, Pt. A, §2 (NEW); PL 2001, c. 640, Pt. B, §7 (AFF).]

7. Incorporators or subscribers. Incorporators or subscribers for shares may act as shareholders with respect to an agreement authorized by this section if no shares have been issued when the agreement is made. [PL 2001, c. 640, Pt. A, §2 (NEW); PL 2001, c. 640, Pt. B, §7 (AFF).]

8. Articles of incorporation provide for elimination of board of directors. If the articles of incorporation of a corporation provide for the elimination of the board of directors, the provisions of this subsection apply, except to the extent an agreement among the shareholders of a corporation that complies with this section expressly provides otherwise. A. The shareholders of the corporation are deemed directors for purposes of applying provisions of this Act when the context requires and have the powers of directors under this Act. [PL 2001, c. 640, Pt. A, §2 (NEW); PL 2001, c. 640, Pt. B, §7 (AFF).] B. The shareholders of the corporation, when taking actions required of directors under this Act, have liability to the extent otherwise imposed by law on directors under this Act. [PL 2001, c. 640, Pt. A, §2 (NEW); PL 2001, c. 640, Pt. B, §7 (AFF).] C. When acting as directors, shareholders approve a corporate action by a vote of their shares and not by a per capita vote. [PL 2001, c. 640, Pt. A, §2 (NEW); PL 2001, c. 640, Pt. B, §7 (AFF).] D. An amendment to delete a provision that eliminates a board of directors from the articles of incorporation must be adopted by a majority of the votes entitled to be cast by each voting group entitled to vote as a separate voting group on that amendment. [PL 2001, c. 640, Pt. A, §2 (NEW); PL 2001, c. 640, Pt. B, §7 (AFF).] E. The provisions of subsection 3 do not apply to certificates of shareholder-managed corporations issued prior to the effective date of this Act but apply to all certificates or information statements issued by shareholder-managed corporations issued after the effective date of this Act. [PL 2001, c. 640, Pt. A, §2 (NEW); PL 2001, c. 640, Pt. B, §7 (AFF).] F. The principles applicable to shareholder-managed corporations referred to in this subsection may be varied by or incorporated in an agreement among the shareholders, as long as that agreement complies with and is governed by the provisions of subsections 1 to 7 . [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. § 986 — ME Code / Title 13 / Part 2 / Chapter 81 / Section 986
13 §986. Violations
Status: in_force

Whoever violates sections 983 or 984 shall be punished by a fine of not more than $50 or by imprisonment for not more than 30 days, or by both.
13 M.R.S. § 1223 — ME Code / Title 13 / Part 2 / Chapter 83 / Section 1223
13 §1223. Investment of funds
Status: in_force

Cemetery trust funds of any cemetery corporation or association, trust company, church, religious or charitable society, or other trustee, shall be invested in the manner provided in Title 30‑A, chapter 223, subchapter III-A , and, unless the instrument or order creating the trusts prohibits, may be combined with other similar trust funds in the manner provided in Title 30‑A, section 5654 , and the annual income only shall be expended in performance of the requirements of the trust. [PL 1987, c. 737, Pt. C, §§24, 106 (AMD); PL 1989, c. 6 (AMD); PL 1989, c. 9, §2 (AMD); PL 1989, c. 104, Pt. C, §8, 10 (AMD).]
13 M.R.S. § 2195 — ME Code / Title 13 / Part 2 / Chapter 87 / Section 2195
13 §2195. Distinction between classes of stock or holders
Status: in_force

Except as to the matters and things stated in the articles of incorporation no distinction shall exist between classes of stock or the holders thereof.
13 M.R.S. § 732 — ME Code / Title 13 / Part 1 / Chapter 22-A / Section 732
13 §732. Purposes
Status: in_force

1. Single profession. Except to the extent authorized by subsections 2 and 3 , a corporation may elect professional corporation status under section 731 solely for the purpose of rendering professional services, including services ancillary to them, and solely within a single profession. [PL 2001, c. 640, Pt. B, §2 (NEW); PL 2001, c. 640, Pt. B, §7 (AFF).]

2. Multiple professions. A corporation may elect professional corporation status under section 731 for the purpose of rendering professional services within 2 or more professions and for the purpose of engaging in any lawful business authorized by Title 13‑C, section 301 , to the extent the combination of professional purposes or of professional and business purposes is not prohibited by the licensing law of this State applicable to each profession in the combination. [PL 2001, c. 640, Pt. B, §2 (NEW); PL 2001, c. 640, Pt. B, §7 (AFF).]

3. Accountants. Nonlicensed individuals and qualified employee stock ownership plans or programs or other employee ownership programs and other entities may organize with individuals who are licensed under Title 32, chapter 113 and may become shareholders of a firm licensed to practice public accountancy under Title 32, section 12252 , as long as all of the requirements for licensure under Title 32, section 12252, subsection 3 are met by the firm. [PL 2003, c. 344, Pt. B, §2 (AMD).]

4. Dentists, denturists and independent practice dental hygienists. For the purposes of this chapter, a denturist or independent practice dental hygienist licensed under Title 32, chapter 143 may organize with a dentist who is licensed under Title 32, chapter 143 and may become a shareholder of a dental practice incorporated under the corporation laws. At no time may one or more denturists or independent practice dental hygienists in sum have an equal or greater ownership interest in a dental practice than the dentist or dentists have in that practice. [PL 2015, c. 429, §2 (AMD).]

5. Legal guardian or personal representative of deceased or incapacitated dentist. For the purposes of this chapter, the legal guardian or personal representative of a dentist licensed under Title 32, chapter 143 may contract with another dentist to continue the operations of the practice of the deceased or incapacitated dentist for a period of up to 48 months after the death or incapacitation of the dentist or until the practice is sold, whichever occurs first. For purposes of this subsection, "personal representative" has the same meaning as in Title 18‑C, section 1‑201, subsection 40 . [PL 2025, c. 121, §1 (AMD).]

6. Legal guardian or personal representative of deceased or incapacitated veterinarian. For the purposes of this chapter, the legal guardian or personal representative of a veterinarian licensed under Title 32, chapter 71‑A may contract with another veterinarian to continue the operations of the practice of the deceased or incapacitated veterinarian for a period of up to 24 months after the death or incapacitation of the veterinarian or until the practice is sold, whichever occurs first. For purposes of this subsection, "personal representative" has the same meaning as in Title 18‑C, section 1‑201, subsection 40 . [PL 2017, c. 402, Pt. C, §27 (AMD); PL 2019, c. 417, Pt. B, §14 (AFF).]
13 M.R.S. § 1035 — ME Code / Title 13 / Part 2 / Chapter 83 / Section 1035
13 §1035. Penalties
Status: in_force

Except as otherwise provided in this chapter, a person who fails to comply with or violates any of the provisions of this chapter in respect to the establishment, maintenance or operation of a cemetery, community mausoleum, crematory, natural organic reduction facility or columbarium or to the disposal of dead human bodies commits a Class E crime except that, notwithstanding Title 17‑A, section 1704 and 1705 , the fine may not be less than $100 or more than $500. [PL 2023, c. 676, §3 (AMD).]
13 M.R.S. § 1731 — ME Code / Title 13 / Part 2 / Chapter 85 / Section 1731
13 §1731. Procedure
Status: in_force

An association may, at any regular or special meeting legally called, be directed to dissolve by a vote of 2/3 of the entire membership. By a vote of a majority of the members voting, 3 of their number shall be designated as trustees, who shall, on behalf of the association and within a time fixed in their designation or within any extension thereof, liquidate its assets and shall distribute them in the manner set forth in this section. In case of any dissolution of an association, its assets shall be distributed in the following manner and order:

1. Paying debts and expenses. By paying its debts and expenses;

2. Amounts paid by members. By returning to the members the par value of their shares or of their membership certificates, returning to the subscribers the amounts paid on their subscriptions and returning to the patrons the amount of savings returns credited to their accounts toward the purchase of shares or membership certificates; and

3. Paying patrons or giving to nonprofit associations. By distributing any surplus in either or both of the following ways as the articles may provide: A. Among those patrons who have been members or subscribers at any time during the past 6 years, on the basis of their patronage during that period; or B. As a gift to any consumers' cooperatives association or other nonprofit enterprise which may be designated in the articles.
13 M.R.S. § 3105 — ME Code / Title 13 / Part 2 / Chapter 93 / Section 3105
13 §3105. Conduct of alteration or sale
Status: in_force

Before such alteration or sale is made, an appraisal of the relative value of the pews shall be made by 3 discreet persons, under oath, to be elected by ballot at a legal meeting of said owners or proprietors. If a sale of said house and land is made, it may be private or public, as such meeting determines, and the proceeds shall be applied to pay the expenses of said sale and the debts and just claims against the property. The balance shall be paid to the pew owners or proprietors in proportion to their interests by the appraisal. If the meetinghouse is altered or rebuilt, the appraisers, after the work is completed, shall assign pews to the former pew holders to conform as nearly as practicable to those previously held by them. The other pews may be sold to defray the expenses of the repairs and alterations or be otherwise disposed of as the proprietors or pew owners determine. They may choose officers, raise and assess taxes on the pews, collect them for making such repairs and alterations, do all things that a parish may do, and appoint some suitable agent or agents to make such sale and conveyance or repairs and alterations, and a treasurer or trustees to receive and distribute the proceeds of sale in manner provided.
13 M.R.S. § 3106 — ME Code / Title 13 / Part 2 / Chapter 93 / Section 3106
13 §3106. Dissenting proprietors; value of interest; limitation and forfeiture
Status: in_force

When it is decided to repair, remodel or rebuild a meetinghouse, any owner or proprietor dissenting from the action of the majority and declining to take an interest in the house as altered may demand and receive of the majority the appraised value of that owner's or proprietor's interest after deducting the owner's or proprietor's proportion of debts against the property, to be recovered in a civil action, which may not be commenced until 30 days after the demand, nor after the lapse of a year after notice is posted for 3 successive weeks on the meetinghouse door and some other conspicuous place in its precinct, stating the persons to whom the money is to be paid, the amount payable to each and the time limited for payment. If the sums are not demanded within that time, they are forfeited to the majority for parish uses. This section does not apply to any case in which the repairs decided upon are only such as are necessary to keep the meetinghouse in a tenantable condition. [RR 2025, c. 1, Pt. E, §43 (COR).]
13-B M.R.S. § 1113 — ME Code / Title 13-B / Chapter 11 / Section 1113
13-B §1113. Procedure for and effect of administrative dissolution
Status: in_force

1. Notice of determination to administratively dissolve corporation. If the Secretary of State determines that one or more grounds exist under section 1112 for dissolving a corporation, the Secretary of State shall serve the corporation with written notice of that determination as required by subsection 7 . [PL 2007, c. 323, Pt. B, §10 (AMD); PL 2007, c. 323, Pt. G, §4 (AFF).]

2. Administrative dissolution. The corporation is administratively dissolved if within 60 days after the notice under subsection 1 was issued and is perfected under subsection 7 the Secretary of State determines that the corporation has failed to correct the ground or grounds for the dissolution. The Secretary of State shall send notice to the corporation as required by subsection 7 that recites the ground or grounds for dissolution and the effective date of dissolution. [PL 2007, c. 323, Pt. B, §11 (AMD); PL 2007, c. 323, Pt. G, §4 (AFF).]

3. Effect of administrative dissolution; prohibition. A corporation administratively dissolved continues its corporate existence but may not carry on any activities in this State except as necessary to wind up the activities of the corporation. [PL 2003, c. 631, §3 (NEW).]

4. Authority of registered agent. The administrative dissolution of a corporation does not terminate the authority of its registered agent. [PL 2003, c. 631, §3 (NEW).]

5. Protecting corporate name after administrative dissolution. The name of a corporation remains in the Secretary of State's record of corporate names and is protected for a period of 3 years following administrative dissolution. [PL 2003, c. 631, §3 (NEW).]

6. Notice to Attorney General in case of public benefit corporation. In the case of a public benefit corporation, the Secretary of State shall notify the Attorney General of the administrative dissolution of the corporation under this section. [PL 2003, c. 631, §3 (NEW).]

7. Delivery of notice. The Secretary of State shall send notice of its determination under subsection 1 by regular mail and the service upon the corporation is perfected 5 days after the Secretary of State deposits its determination in the United States mail, as evidenced by the postmark, if mailed postpaid and correctly addressed to the registered agent of the corporation. [PL 2007, c. 323, Pt. B, §12 (NEW); PL 2007, c. 323, Pt. G, §4 (AFF).]
13 M.R.S. § 3114 — ME Code / Title 13 / Part 2 / Chapter 93 / Section 3114
13 §3114. Expenses
Status: in_force

All their reasonable expenses shall be paid by the persons who requested the division; but the above provisions shall not affect any agreement now in force as to the mode of occupying such house.
13 M.R.S. § 1036 — ME Code / Title 13 / Part 2 / Chapter 83 / Section 1036
13 §1036. Recovery of fines or penalties
Status: in_force

All fines or penalties provided by section 1035 may be recovered or enforced by indictment, and the necessary processes for causing the crypts and catacombs to be sealed or the bodies to be removed and buried, and execution to recover the necessary expenses thereof, may be issued by the Superior Court.
13 M.R.S. § 2002 — ME Code / Title 13 / Part 2 / Chapter 87 / Section 2002
13 §2002. Purposes
Status: in_force

This chapter is enacted in order to promote, foster and encourage the intelligent and orderly marketing of fish and fishery products through cooperation; to eliminate speculation and waste; to make the distribution of fish and fishery products between producer and consumer as direct as can be efficiently done; and to stabilize the marketing of fish and fishery products.
13 M.R.S. § 1957 — ME Code / Title 13 / Part 2 / Chapter 85 / Section 1957
13 §1957. Qualification of associations of producers
Status: in_force

1. Qualification. Only those associations of producers that have been qualified in accordance with this section shall be entitled to the benefits provided by this Article. [PL 1973, c. 621, §1 (NEW).]

2. Petition. An association of producers desiring qualification shall file with the board a petition for qualification. The petition shall contain such information and be accompanied by such documents as shall be required by the regulations of the board. [PL 1973, c. 621, §1 (NEW).]

3. Hearing. The board shall provide notice and opportunity for a hearing, provided in a manner consistent with the provisions as to adjudicatory proceedings of the Maine Administrative Procedure Act. The board shall qualify such association, if based upon the evidence at such hearing, the board finds: A. That under the charter documents or the bylaws of the association, the association is directly or indirectly producer-owned and controlled; [PL 1973, c. 621, §1 (NEW).] B. The association has membership agreements signed by each of its members which authorize the association to represent the member for the purposes of this article; [PL 1987, c. 155, §7 (AMD).] C. The association is financially sound and has sufficient resources and management to carry out the purposes for which it was organized; [PL 1973, c. 621, §1 (NEW).] D. The association represents 10 or more producers of a particular agricultural product for a specific handler involved with those producers and that agricultural product during the previous 12 months; for the purposes of this article, members of agricultural cooperatives are counted as individual members; if the board has reasonable cause to question such representation, the board shall require a secret ballot election to certify the representation; and [PL 2019, c. 248, §4 (AMD).] E. The association has as one of its functions acting as principal or agent for its producer-members in negotiations with handlers for prices and other terms of contracts with respect to the production, sale and marketing of their product. [PL 1973, c. 621, §1 (NEW).] [PL 2019, c. 248, §4 (AMD).]

4. Refiling of petition. If after the hearing, the board does not deem an association qualified, it shall, in a manner consistent with the Maine Administrative Procedure Act, Title 5, chapter 375 , clearly specify the reasons for such failure to qualify in its decision and, upon the refiling of the petition, shall reconsider its decision within 30 days after the date on which the petition was filed. An association seeking reconsideration shall refile its petition within 30 days of receipt of the board's initial decision. [PL 1987, c. 155, §8 (AMD).]

5. Notice. After the board qualifies such association, it shall give notice of such qualification to all known handlers that, in the ordinary course of business, purchase the agricultural commodities that such association represents. [PL 1973, c. 621, §1 (NEW).]

6. Annual report. A qualified association shall file an annual report with the board in such form as shall be required by the regulations of the board. The annual report shall contain such information as will enable the board to determine whether the association continues to meet the standards for qualification, except that an association which the board has determined to be qualified shall not be required to have its qualification redetermined until it has negotiated and entered into a contract with a handler, with or without resort to arbitration. [PL 1985, c. 578, §1 (AMD).]

7. Revocation. If a qualified association ceases to maintain the standards for qualifications set forth in subsection 3 , the board shall, in a manner consistent with the Maine Administrative Procedure Act, apply to the District Court to revoke the qualification of such association, except that the board shall not seek revocation of an association's qualification during the period set out in subsection 6 in which the association cannot be required to have its qualification redetermined. [PL 1985, c. 578, §2 (AMD); PL 1999, c. 547, Pt. B, §78 (AMD); PL 1999, c. 547, Pt. B, §80 (AFF).]

8. Confidentiality. Information provided to the board by an association regarding the identification of its members and information provided to the board by a handler regarding its volume of purchases of agricultural products and the identification of producers from whom it purchased those products shall be treated by the board as confidential information not to be disclosed to the adverse party or any other person without the consent of the association or the handler, respectively, until the board has rendered its final decision as to the qualification of the association. After a final decision has been rendered, the information is no longer confidential information, but its disclosure shall be governed by Title 1, section 402, subsection 3, paragraph B . [PL 1987, c. 155, §9 (NEW).]
13 M.R.S. § 5104 — ME Code / Title 13 / Part 2 / Chapter 99 / Section 5104
13 §5104. Appropriation for expenditure or accumulation of endowment fund; rules of construction
Status: in_force

1. Appropriate; accumulate; donor-restricted; good faith; care. Subject to the intent of a donor expressed in the gift instrument, an institution may appropriate for expenditure or accumulate so much of an endowment fund as the institution determines is prudent for the uses, benefits, purposes and duration for which the endowment fund is established. Unless stated otherwise in the gift instrument, the assets in an endowment fund are donor-restricted assets until appropriated for expenditure by the institution. In making a determination to appropriate or accumulate, the institution shall act in good faith, with the care that an ordinarily prudent person in a like position would exercise under similar circumstances, and shall consider, if relevant, the following factors: A. The duration and preservation of the endowment fund; [PL 2009, c. 450, §2 (NEW); PL 2009, c. 450, §3 (AFF).] B. The purposes of the institution and the endowment fund; [PL 2009, c. 450, §2 (NEW); PL 2009, c. 450, §3 (AFF).] C. General economic conditions; [PL 2009, c. 450, §2 (NEW); PL 2009, c. 450, §3 (AFF).] D. The possible effect of inflation or deflation; [PL 2009, c. 450, §2 (NEW); PL 2009, c. 450, §3 (AFF).] E. The expected total return from income and the appreciation of investments; [PL 2009, c. 450, §2 (NEW); PL 2009, c. 450, §3 (AFF).] F. Other resources of the institution; and [PL 2009, c. 450, §2 (NEW); PL 2009, c. 450, §3 (AFF).] G. The investment policy of the institution. [PL 2009, c. 450, §2 (NEW); PL 2009, c. 450, §3 (AFF).] [PL 2009, c. 450, §2 (NEW); PL 2009, c. 450, §3 (AFF).]

2. Limitation. To limit the authority to appropriate for expenditure or accumulate under subsection 1 , a gift instrument must specifically state the limitation. [PL 2009, c. 450, §2 (NEW); PL 2009, c. 450, §3 (AFF).]

3. Terms. Terms in a gift instrument designating a gift as an endowment, or a direction or authorization in the gift instrument to use only "income," "interest," "dividends" or "rents, issues or profits," or "to preserve the principal intact" or words of similar import: A. Create an endowment fund of permanent duration unless other language in the gift instrument limits the duration or purpose of the fund; and [PL 2009, c. 450, §2 (NEW); PL 2009, c. 450, §3 (AFF).] B. Do not otherwise limit the authority to appropriate for expenditure or accumulate under subsection 1 . [PL 2009, c. 450, §2 (NEW); PL 2009, c. 450, §3 (AFF).] [PL 2009, c. 450, §2 (NEW); PL 2009, c. 450, §3 (AFF).]

4. Track historic dollar value. An institution shall track the historic dollar value of its institutional funds. [PL 2009, c. 450, §2 (NEW); PL 2009, c. 450, §3 (AFF).]

5. Aggregate value of $2,000,000 or more. An institution administering endowment funds with an aggregate value of $2,000,000 or more shall notify the Attorney General upon its adoption of the provisions of this Act. [PL 2009, c. 450, §2 (NEW); PL 2009, c. 450, §3 (AFF).]

6. Aggregate value of less than $2,000,000. An institution administering endowment funds with an aggregate value of less than $2,000,000 shall notify the Attorney General at least 60 days prior to an appropriation for expenditure of an amount that would cause the value of the institution’s endowment funds to fall below the aggregate historic dollar value of the institution’s endowment funds. During the 60-day period, the Attorney General may require the institution to obtain court approval for the proposed expenditure. [PL 2009, c. 450, §2 (NEW); PL 2009, c. 450, §3 (AFF).]

7. Rebuttable presumption. The appropriation for expenditure in any year of an amount greater than 7% of the fair market value of an endowment fund, calculated on the basis of market values determined at least quarterly and averaged over a period of not less than 3 years immediately preceding the year in which the appropriation for expenditure is made, creates a rebuttable presumption of imprudence. For an endowment fund in existence for less than 3 years, the fair market value of the endowment fund must be calculated for the period the endowment fund has been in existence. This subsection does not apply to an appropriation for expenditure permitted under law other than this chapter or by the gift instrument. [PL 2009, c. 450, §2 (NEW); PL 2009, c. 450, §3 (AFF).]
13-C M.R.S. § 811 — ME Code / Title 13-C / Chapter 8 / Section 811
13-C §811. Compensation of directors
Status: in_force

Unless the corporation's articles of incorporation or bylaws provide otherwise, the corporation's board of directors may fix the compensation of directors. [PL 2001, c. 640, Pt. A, §2 (NEW); PL 2001, c. 640, Pt. B, §7 (AFF).]
13 M.R.S. § 1553 — ME Code / Title 13 / Part 2 / Chapter 85 / Section 1553
13 §1553. Purposes
Status: in_force

An association may be incorporated under this subchapter to engage in any one or more lawful mode or modes of acquiring, producing, building, operating, manufacturing, furnishing, exchanging or distributing any type or types of property, commodities, goods or services for the primary and mutual benefit of the patrons of the association, or their patrons, if any, as ultimate consumers.
13-B M.R.S. § 1211 — ME Code / Title 13-B / Chapter 12 / Section 1211
13-B §1211. Suits by Attorney General against foreign corporations
Status: in_force

The Attorney General may bring an action to restrain a foreign corporation from carrying on in this State without authority any activity for which authority is required by this chapter; any activity which it is not authorized to carry on in its jurisdiction of incorporation, or which it is not authorized to do under this Act, or which it is engaging in without securing any license or other authority required under the laws of this State; any activity, authority for which was obtained through fraud, misrepresentation or concealment of a material fact. A certified copy of any order or judgment restraining or enjoining any such corporation from carrying on activities or a particular activity in this State shall be filed with the Secretary of State. [PL 1977, c. 525, §13 (NEW).]
13 M.R.S. § 333 — ME Code / Title 13 / Part 1 / Chapter 9 / Section 333
13 §333. Property and franchise taken for debts
Status: in_force

The property of any corporation, and the franchise of one having a right to receive a toll established by the State, with its privileges and immunities, are liable to attachment on mesne process and levy on execution for debts of the corporation in the manner prescribed by law.
13-B M.R.S. § 304-A — ME Code / Title 13-B / Chapter 3 / Section 304-A
13-B §304-A. Registered agent of domestic nonprofit corporation
Status: in_force

Each domestic nonprofit corporation must have and shall continuously maintain a registered agent in this State as defined in Title 5, chapter 6-A . [PL 2007, c. 535, Pt. B, §2 (NEW).]
13 M.R.S. § 2101 — ME Code / Title 13 / Part 2 / Chapter 87 / Section 2101
13 §2101. Board of directors
Status: in_force

The affairs of the association shall be managed by a board of not less than 3 directors, elected by the members from their own number.
13-C M.R.S. § 824 — ME Code / Title 13-C / Chapter 8 / Section 824
13-C §824. Waiver of notice
Status: in_force

1. Waive notice of meeting. A director may waive any notice required by this Act, the corporation's articles of incorporation or bylaws before or after the date and time stated in the notice. Except as provided by subsection 2 , the waiver must be in writing, signed by the director entitled to the notice and filed with the minutes or corporate records. [PL 2001, c. 640, Pt. A, §2 (NEW); PL 2001, c. 640, Pt. B, §7 (AFF).]

2. Attendance at meeting waives requirement of notice. A director's attendance at or participation in a meeting waives any required notice to that director of the meeting unless the director at the beginning of the meeting or promptly upon the director's arrival objects to holding the meeting or transacting business at the meeting and does not thereafter vote for or assent to action taken at the meeting. [PL 2001, c. 640, Pt. A, §2 (NEW); PL 2001, c. 640, Pt. B, §7 (AFF).]

3. Waiver by absent director. If a meeting otherwise valid of the corporation's board of directors is held without call or notice when a notice is required, any defects of notice are deemed waived by a director who did not attend unless within 10 days after learning of the meeting and actions taken at the meeting the director delivers to the corporation written objection to the transacting of business at the meeting. [PL 2003, c. 344, Pt. B, §65 (AMD).]
13-B M.R.S. § 1114 — ME Code / Title 13-B / Chapter 11 / Section 1114
13-B §1114. Reinstatement following administrative dissolution
Status: in_force

1. Application for reinstatement. A corporation administratively dissolved under section 1113 may apply to the Secretary of State for reinstatement within 6 years after the effective date of dissolution. The application must: A. State the name of the corporation and the effective date of its administrative dissolution; [PL 2003, c. 631, §3 (NEW).] B. State that the ground or grounds for dissolution either did not exist or have been eliminated; and [PL 2003, c. 631, §3 (NEW).] C. State that the corporation's name satisfies the requirements of section 301‑A . [PL 2003, c. 631, §3 (NEW).] [PL 2003, c. 631, §3 (NEW).]

2. Reinstatement after administrative dissolution. If the Secretary of State determines that the application contains the information required under subsection 1 and is accompanied by the reinstatement fee set forth in section 1401, subsection 35 , and that the information is correct, the Secretary of State shall cancel the administrative dissolution and prepare a notice of reinstatement that recites that determination and the effective date of reinstatement. The Secretary of State shall use the procedures set forth in section 1113, subsection 7 to deliver the notice to the corporation. [PL 2007, c. 323, Pt. B, §13 (AMD); PL 2007, c. 323, Pt. G, §4 (AFF).]

3. Effect of reinstatement. When the reinstatement is effective under subsection 2 , it relates back to and takes effect as of the effective date of the administrative dissolution, and the corporation resumes activities as if the administrative dissolution had not occurred. [PL 2003, c. 631, §3 (NEW).]
13-C M.R.S. § 709 — ME Code / Title 13-C / Chapter 7 / Section 709
13-C §709. Remote participation in annual and special meetings
Status: in_force

1. Participation by means of remote communication. A meeting of shareholders may be held by means of remote communication and shareholders of any class or series may participate in any meeting of shareholders by means of remote communication to the extent the board of directors authorizes participation for the class or series. Participation by means of remote communication is subject to guidelines and procedures adopted by the board of directors and must be in conformity with subsection 2 . [PL 2021, c. 188, §6 (AMD).]

2. Shareholder presence and voting. Shareholders participating in a shareholders' meeting by means of remote communication are deemed present and may vote at the meeting if the corporation has implemented reasonable measures: A. To verify that each person participating remotely is a shareholder or holder of a proxy of a shareholder; [PL 2021, c. 188, §6 (AMD).] B. To provide the shareholders or holders of a proxy of a shareholder a reasonable opportunity to participate in the meeting and to vote on matters submitted to the shareholders or holders of a proxy of a shareholder, including an opportunity to communicate and to read or hear the proceedings of the meeting, substantially concurrently with the proceedings; and [PL 2021, c. 188, §6 (AMD).] C. To maintain a record of the presence of and a vote or any other action taken by a shareholder or holder of a proxy of a shareholder who has joined by means of remote communication a meeting of shareholders. [PL 2021, c. 188, §6 (NEW).] [PL 2021, c. 188, §6 (AMD).]
13 M.R.S. § 1345 — ME Code / Title 13 / Part 2 / Chapter 83 / Section 1345
13 §1345. No use before completion
Status: in_force

No community mausoleum, crypt or structure so erected shall be used for the purpose of depositing therein the remains of any dead body until the same, or a component section thereof, is fully completed and the permanent care and improvement fund required by section 1348 has been provided.
13-B M.R.S. § 402 — ME Code / Title 13-B / Chapter 4 / Section 402
13-B §402. Members
Status: in_force

1. Classes of members. A corporation may have one or more classes of members or may have no members. If the corporation has one or more classes of members, the designation of such class or classes, the manner of election or appointment and the qualifications and rights of the members of each class shall be set forth in the articles of incorporation. If the corporation has no members, that fact shall be set forth in the articles of incorporation. A corporation may issue certificates evidencing membership therein. [PL 1977, c. 525, §13 (NEW).]

2. Directors, officers, employees and members not liable. The directors, officers, employees and members of the corporation shall not, as such, be liable on its obligations. [PL 1977, c. 525, §13 (NEW).]
13 M.R.S. § 1953 — ME Code / Title 13 / Part 2 / Chapter 85 / Section 1953
13 §1953. Legislative findings and purpose
Status: in_force

Because agricultural products are produced by numerous individual farmers and independent agricultural contractors, the marketing and bargaining position of individual farmers and independent agricultural contractors will be adversely affected unless they are free to join together voluntarily in cooperative organizations as authorized by law. Furthermore, membership by a farmer or independent agricultural contractor in a cooperative organization can only be meaningful if a handler of agricultural products is required to bargain in good faith with an agricultural cooperative organization as the representative of the members of such organization who have had a previous course of dealing with such handler. The purpose of this Article is to provide standards for the qualification of agricultural cooperative organizations for bargaining purposes, to define the mutual obligation of handlers and agricultural cooperative organizations to bargain with respect to the production, sale and marketing of agricultural products and to provide for the enforcement of such obligation. [PL 2019, c. 248, §2 (AMD).]
13 M.R.S. § 3104 — ME Code / Title 13 / Part 2 / Chapter 93 / Section 3104
13 §3104. Repairs; disposal; notice of meeting
Status: in_force

A majority of the pew owners or proprietors of a meetinghouse, present at a legal meeting called for that purpose, may repair, remodel or sell and convey their house or the land used with it, or remove or rebuild it. Any meeting relating thereto may be called as provided in section 3107 , or by publishing the warrant in a newspaper printed in the county, at least 14 days before the meeting.
13-B M.R.S. § 1206 — ME Code / Title 13-B / Chapter 12 / Section 1206
13-B §1206. Merger of foreign corporation authorized to carry on activities in State
Status: in_force

Whenever a foreign corporation authorized to carry on activities in this State shall be the surviving corporation in a statutory merger permitted by the laws of its jurisdiction of incorporation, it shall, within 30 days after the effective date of the merger, deliver to the Secretary of State for filing, as provided by section 106 , a copy of the articles of merger duly authenticated by the proper officer of the jurisdiction of its incorporation. It shall not be necessary for such corporation to secure either new or additional authority to carry on activities in this State unless the name of such corporation is changed, or unless the corporation proposes to carry on other or additional activities than those which it is then authorized to carry on in this State. [PL 1977, c. 525, §13 (NEW).]
13 M.R.S. § 1305 — ME Code / Title 13 / Part 2 / Chapter 83 / Section 1305
13 §1305. Care and maintenance
Status: in_force

The proceeds of the sales of lots and plots in a cemetery shall be applied solely to the management, superintendence, improvement and maintenance of the cemetery and the avenues, paths and structures situated therein, for the purchase of additional cemetery land and for the accumulation of a permanent care and improvement fund. If any indebtedness of a fixed amount is incurred in the purchase of lands for such cemetery, or in making any improvement therein, a sum not exceeding 50% of the gross receipts from the sale of burial lots and plots may be applied to the liquidation of such indebtedness. All moneys received from the sale of personal property and surplus real estate of a cemetery shall be applied first to the liquidation of any fixed indebtedness incurred by it on account of the purchase or improvement of the lands dedicated to cemetery purposes, and any residue remaining after the liquidation of such indebtedness shall be deposited in the permanent care and improvement fund of the cemetery. This section shall not apply to any cemetery now organized and operating.
13 M.R.S. § 1750 — ME Code / Title 13 / Part 2 / Chapter 85 / Section 1750
13 §1750. Bylaws; minimum requirements
Status: in_force

The bylaws of a cooperative affordable housing corporation must contain procedures under which the cooperative affordable housing corporation's possessory remedy will be pursued in the event of a member's default and the rights of a defaulting member, in accordance with section 1755, subsection 2 . [PL 1993, c. 300, §1 (NEW).]
13 M.R.S. § 1753 — ME Code / Title 13 / Part 2 / Chapter 85 / Section 1753
13 §1753. Merger; consolidation
Status: in_force

A cooperative affordable housing corporation may not consolidate or merge with another corporation other than a cooperative affordable housing corporation. Two or more cooperative affordable housing corporations may consolidate or merge in accordance with Title 13‑C, chapter 11 . Cooperative affordable housing corporations may not engage in mergers or consolidation if such an action is undertaken for the purpose of circumventing section 1754 , 1757, 1758 or 1761. [RR 2001, c. 2, Pt. B, §29 (COR); RR 2001, c. 2, Pt. B, §58 (AFF).]
13-C M.R.S. § 623 — ME Code / Title 13-C / Chapter 6 / Section 623
13-C §623. Liability of shareholders
Status: in_force

1. Liability for paying consideration. A purchaser from a corporation of that corporation's own shares is not liable to the corporation or its creditors with respect to the shares except to pay the consideration for which the shares were authorized to be issued or specified in the subscription agreement. [PL 2001, c. 640, Pt. A, §2 (NEW); PL 2001, c. 640, Pt. B, §7 (AFF).]

2. Personal liability. Unless otherwise provided in a corporation's articles of incorporation, a shareholder of a corporation is not personally liable for the acts or debts of the corporation except that the shareholder may become personally liable by reason of the shareholder's acts or conduct. [PL 2001, c. 640, Pt. A, §2 (NEW); PL 2001, c. 640, Pt. B, §7 (AFF).]
13-B M.R.S. § 1116 — ME Code / Title 13-B / Chapter 11 / Section 1116
13-B §1116. Reinstatement of suspended corporate charter
Status: in_force

1. Reinstatement after charter suspension. A corporation whose charter was suspended before July 1, 2004 may apply to the Secretary of State for reinstatement and the reinstatement may be granted, if: A. The Secretary of State determines that the application contains the information required under section 1114, subsection 1 ; [PL 2003, c. 631, §3 (NEW).] B. The application for reinstatement is accompanied by the reinstatement fee set forth in section 1401, subsection 35 ; and [PL 2003, c. 631, §3 (NEW).] C. The application for reinstatement is received by the Secretary of State by June 30, 2010. [PL 2003, c. 631, §3 (NEW).] [PL 2003, c. 631, §3 (NEW).]

2. Effect on corporation failing to reinstate by June 30, 2010. A corporation that fails to meet the requirements of subsection 1 is administratively dissolved and may not reinstate. [PL 2003, c. 631, §3 (NEW).]

3. Protecting corporate name after suspension. The name of a corporation whose charter is suspended remains in the Secretary of State's record of corporate names and is protected for a period of 3 years following its suspension. [PL 2003, c. 631, §3 (NEW).]
13 M.R.S. § 2105 — ME Code / Title 13 / Part 2 / Chapter 87 / Section 2105
13 §2105. Compensation
Status: in_force

An association may provide a fair remuneration for the time actually spent by its officers and directors in its service and for the service of the members of its executive committee.
13-C M.R.S. § 1431 — ME Code / Title 13-C / Chapter 14 / Section 1431
13-C §1431. Procedure for judicial dissolution
Status: in_force

1. Venue. Venue for a proceeding by the Attorney General to dissolve a corporation lies in Kennebec County. Venue for a proceeding brought by any other party named in section 1430 lies in the county where a corporation's principal office is or was last located or, if none in this State, in Kennebec County. [PL 2007, c. 323, Pt. C, §27 (AMD); PL 2007, c. 323, Pt. G, §4 (AFF).]

2. Shareholders parties to proceeding. It is not necessary to make shareholders parties to a proceeding to dissolve a corporation unless relief is sought against the shareholders individually. [PL 2001, c. 640, Pt. A, §2 (NEW); PL 2001, c. 640, Pt. B, §7 (AFF).]

3. Preserve corporate assets. A court in a proceeding brought to dissolve a corporation may issue injunctions, appoint a receiver pendente lite with all powers and duties the court directs, take other action required to preserve the corporate assets wherever located and carry on the business of the corporation until a full hearing can be held. [PL 2001, c. 640, Pt. A, §2 (NEW); PL 2001, c. 640, Pt. B, §7 (AFF).]
13 M.R.S. § 1972 — ME Code / Title 13 / Part 2 / Chapter 85 / Section 1972
13 §1972. Definitions
Status: in_force

As used in this subchapter, unless the context otherwise indicates, the following terms have the following meanings. [PL 1983, c. 136 (NEW).]

1. Employee cooperative. "Employee cooperative" means a corporation which has duly elected to be governed by this subchapter. [PL 1983, c. 136 (NEW).]

2. Member. "Member" means a natural person who has been accepted for membership in and owns a membership share issued by an employee cooperative. [PL 1983, c. 136 (NEW).]

3. Membership fee. "Membership fee" means an initial payment made by a person to an employee cooperative as a condition to becoming a member. [PL 1983, c. 136 (NEW).]

4. Patronage. "Patronage" means the amount of work performed as a member of an employee cooperative, measured in accordance with the articles of incorporation or bylaws. [PL 1983, c. 136 (NEW).]

5. Written notice of allocation. "Written notice of allocation" means a written instrument which discloses to a member the stated dollar amount of that member's patronage allocation and the terms for payment of that amount by the employee cooperative. [PL 1983, c. 136 (NEW).]
13 M.R.S. § 1965 — ME Code / Title 13 / Part 2 / Chapter 85 / Section 1965
13 §1965. Unfair practices
Status: in_force

1. Producers of agricultural commodities are free to join together voluntarily in associations as authorized by law without interference by handlers. A handler may not engage nor permit an employee or agent to engage in any of the following practices, defined as unfair practices: A. To coerce a producer in the exercise of the producer's right to join and belong to or to refrain from joining or belonging to an association or to refuse to deal with a producer because of the exercise of the producer's right to join and belong to an association except as provided in section 1958, subsection 5 ; [RR 2025, c. 1, Pt. E, §17 (COR).] B. To discriminate against a producer with respect to price, quantity, quality or other terms of purchase, acquisition or other handling of agricultural products because of the producer's membership in or contract with an association; [RR 2025, c. 1, Pt. E, §17 (COR).] C. To coerce or intimidate a producer to breach, cancel or terminate a membership agreement or marketing contract with an association or a contract with a handler; [PL 1973, c. 621, §1 (NEW).] D. To pay or loan money, give anything of value or offer any other inducement or regard to a producer for refusing or ceasing to belong to an association; [PL 1973, c. 621, §1 (NEW).] E. To make or circulate unsubstantiated reports about the finances, management or activities of associations or handlers; [PL 1973, c. 621, §1 (NEW).] F. To conspire, combine, agree or arrange with any other person to do or aid or abet the doing of any practice that is in violation of this Act; [RR 2025, c. 1, Pt. E, §17 (COR).] G. To refuse to bargain with an accredited association with whom the handler has had prior dealings or with an accredited association whose producers in the bargaining units have had substantial dealing with the handler prior to the accreditation of the association; or [PL 1973, c. 621, §1 (NEW).] H. To negotiate with a producer included in the bargaining unit after an association is accredited. [PL 1973, c. 621, §1 (NEW).] [RR 2025, c. 1, Pt. E, §17 (COR).]

2. An association shall not engage or permit an employee or agent to engage in the following practices, defined as unfair practices: A. To act in a manner contrary to the bylaws of the association; [PL 1973, c. 621, §1 (NEW).] B. To refuse to bargain with a handler with whom the accredited association has had prior dealing or with whom its producers have had substantial dealing prior to the accreditation of the association; [PL 1973, c. 621, §1 (NEW).] C. To coerce or intimidate a handler to breach, cancel or terminate a membership agreement or marketing contract with an association or a contract with a producer; [PL 1973, c. 621, §1 (NEW).] D. To make or circulate unsubstantiated reports about the finances, management or activities of other associations or handlers; [PL 1973, c. 621, §1 (NEW).] E. To conspire, combine, agree or arrange with any other person to do or aid or abet the doing of any practice which is in violation of this Act; [PL 1973, c. 621, §1 (NEW).] F. To hinder or prevent, by picketing, threats, intimidations, force or coercion of any kind, the pursuit of any lawful work or employment, or to obstruct or interfere with entrance to or egress from any place of employment, or to obstruct or interfere with free and uninterrupted use of public roads, streets, highways, railways, airports or other ways of travel or conveyance; [PL 1973, c. 621, §1 (NEW).] G. To exercise coercive pressure by picketing, patrolling or otherwise business establishments other than the premises owned or controlled by the handler in order to cause such parties to cease doing business with such handler. [PL 1973, c. 621, §1 (NEW).] [PL 1973, c. 621, §1 (NEW).]

3. Notice; opportunity for hearing. Whenever it is charged that a qualified association or a handler has committed an unfair practice under this section, the board shall provide that person with notice and opportunity to be heard, in a manner consistent with the Maine Administrative Procedure Act, Title 5, chapter 375 , as to adjudicatory hearings. [PL 1987, c. 155, §24 (NEW).]

4. Hearing. Hearings held pursuant to subsection 3 must be held in a manner consistent with the Maine Administrative Procedure Act as to adjudicatory hearings. The board shall request that the Attorney General or any attorney in the Department of the Attorney General designated by the Attorney General be present at these hearings and advise the board on procedure and on the admissibility of any evidence. [RR 2025, c. 1, Pt. E, §18 (COR).]

5. Findings. If, upon a preponderance of the evidence, the board determines that the person complained of has committed an unfair practice, in violation of this article, it shall state its findings of fact and shall issue an order requiring the person to cease and desist from such conduct and shall order such further affirmative action, excluding an award of damages, as will effectuate the policies of this article. Failure to comply with such an order is a violation of this article. If the board determines that the person complained of has not committed an unfair practice, it shall state its findings of fact and shall issue an order dismissing the charges. [PL 1987, c. 155, §24 (NEW).]

6. Frivolous charges. If the board determines that a charge of unfair practice is frivolous, it shall state its findings of fact and may issue a reprimand to the person making the charge. Where the board determines that a person who made a charge which was determined to be frivolous did so knowing the charge to be frivolous, it shall state its findings of fact and shall issue an order requiring that person to pay the reasonable attorneys fees and double the amount of other reasonable costs incurred by the person against whom the charge was made in defending against the charge before the board. Where it is disputed, reasonableness shall be determined by the board. The order shall also require that person to reimburse the State for the per diem payments made to board members for their attendance at the hearing on the charge. Failure to comply with such an order is a violation of this article. [PL 1987, c. 155, §24 (NEW).]
13-B M.R.S. § 903 — ME Code / Title 13-B / Chapter 9 / Section 903
13-B §903. Approval of merger or consolidation
Status: in_force

1. Plan of merger. A plan of merger or consolidation shall be adopted in the following manner. A. If the members of any merging or consolidating corporation are entitled to vote thereon, the board of directors of such corporation shall adopt a resolution approving the proposed plan 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 plan or a summary thereof 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 plan shall be adopted upon receiving at least a majority of the votes which members present at each meeting or represented by proxy are entitled to cast. [PL 1977, c. 525, §13 (NEW).] B. If any merging or consolidating corporation has no members, or no members entitled to vote thereon, a plan of merger or consolidation shall be adopted at a meeting of the board of directors of such corporation upon receiving the vote of a majority of the directors in office. [PL 1977, c. 525, §13 (NEW).] [PL 1977, c. 525, §13 (NEW).]

2. Vote on merger. The articles of incorporation of any corporation may contain a provision prescribing for approval of a plan of merger or consolidation, a vote greater than, but in no event less than, that prescribed by subsection 1, paragraphs A and B . [PL 1977, c. 525, §13 (NEW).]

3. Merger abandoned. After such approval, and at any time prior to the filing of the articles of merger or consolidation, or pursuant to a majority vote of the members of any participating corporation entitled to vote thereon, or if the corporation has no members entitled to vote pursuant to a majority vote of the board of directors of that corporation, the merger or consolidation may be abandoned. [PL 1977, c. 525, §13 (NEW).]

4. Plan of merger approved. A plan of merger or consolidation may be approved by written consent of all members of a participating corporation entitled to vote by the articles of incorporation or bylaws, as provided by section 606 . If such unanimous written consent is given, no resolution of the board of directors of such participating corporation approving, proposing, submitting, recommending or otherwise respecting such plan of merger or consolidation is necessary, and no members of such participating corporation shall be entitled to notice of, or to dissent from, such plan of merger or consolidation. [PL 1977, c. 525, §13 (NEW).]
13 M.R.S. § 1551 — ME Code / Title 13 / Part 2 / Chapter 85 / Section 1551
13 §1551. Articles of incorporation; first meeting; fees
Status: in_force

Articles of incorporation for the formation of an association under this subchapter must be drawn up and filed in the same manner and under the same provisions as for organizing business corporations under Title 13-C , except where such procedure would be inconsistent with this subchapter. The same provision applies under Title 13-C to associations organized under this subchapter in respect to the first meeting of the corporation, and as to fees payable to the Secretary of State. [PL 2007, c. 231, §3 (AMD).]
13 M.R.S. § 2193 — ME Code / Title 13 / Part 2 / Chapter 87 / Section 2193
13 §2193. Notation of restriction on transfer
Status: in_force

There shall be printed upon each common stock certificate a statement that the transfer thereof to any person not engaged in the fishery business is prohibited by the bylaws of the association.
13 M.R.S. § 2054 — ME Code / Title 13 / Part 2 / Chapter 87 / Section 2054
13 §2054. Shares; number; par value
Status: in_force

If the association is organized with shares of stock, the articles shall state the number of shares which may be issued and if the shares are to have a par value, the par value of each share, and the aggregate par value of all shares; and if the shares are to be without par value, it shall be so stated.
13 M.R.S. § 2151 — ME Code / Title 13 / Part 2 / Chapter 87 / Section 2151
13 §2151. Qualifications
Status: in_force

Under the terms and conditions prescribed in the bylaws, an association may admit as members, or issue common stock to, only such persons as are engaged in the fishery business, including the lessees and tenants of boats and equipment used in such fishery business and any lessors and landlords who receive as rent all or part of the fish produced by such leased equipment.

If a member of a nonstock association is other than a natural person, such member may be represented by any individual duly authorized in writing.

One association may become a member or stockholder of any other association.
13-C M.R.S. § 1322-A — ME Code / Title 13-C / Chapter 13 / Section 1322-A
13-C §1322-A. Notice of intent to demand payment
Status: in_force

1. Preservation of appraisal rights if action taken at a meeting. If a proposed corporate action requiring appraisal rights under sections 1302 to 1304 is submitted to a vote at a shareholders' meeting, a shareholder who wishes to assert appraisal rights with respect to any class or series of shares: A. Shall deliver to the corporation before the vote is taken written notice of the shareholder's intent to demand payment if the proposed action is effectuated; and [PL 2007, c. 289, §35 (NEW).] B. May not vote, or cause or permit to be voted, any shares of the class or series in favor of the proposed action. [PL 2007, c. 289, §35 (NEW).] [PL 2007, c. 289, §35 (NEW).]

2. Preservation of appraisal rights if action taken by consent. If a corporate action specified in section 1302 is to be approved by less than unanimous written consent, a shareholder who wishes to assert appraisal rights with respect to any class or series of shares may not sign a consent in favor of the proposed action with respect to that class or series of shares. [PL 2011, c. 274, §68 (AMD).]

3. Effect of failure to preserve. A shareholder who fails to satisfy the requirements of subsection 1 or 2 is not entitled to payment under this chapter. [PL 2007, c. 289, §35 (NEW).]
13 M.R.S. § 1958 — ME Code / Title 13 / Part 2 / Chapter 85 / Section 1958
13 §1958. Bargaining
Status: in_force

1. Definition. As used in this article, "bargaining" is the mutual obligation of a handler and a qualified association to meet at reasonable times and negotiate in good faith with respect to the price, terms of sale, compensation for commodities produced or sold, or both, under contract and other contract provisions relative to the commodities that the qualified association represents and the execution of a written contract incorporating any agreement reached if requested by either party. This obligation on the part of any handler extends only to a qualified association that represents producers with whom the handler has had a prior course of dealing. This obligation does not require either party to agree to a proposal or to make a concession. The obligation to bargain continues until the commencement of required mediation, as provided in section 1958‑B, subsection 2 . [RR 2025, c. 1, Pt. E, §16 (COR).]

2. Prior course of dealing. A handler is deemed to have had a prior course of dealing with a producer if the handler has purchased commodities produced by the producer in any 2 of the preceding 3 years, as long as the sale by a handler of the handler's business does not negate any prior course of dealing that producers have had with this business. [RR 2025, c. 1, Pt. E, §16 (COR).]

3. Contracts. This article does not prohibit a qualified bargaining association from entering into contracts with handlers to supply the full agricultural production requirements of such handlers. [RR 2025, c. 1, Pt. E, §16 (COR).]

4. Limitation. [PL 1987, c. 155, §11 (RP).]

5. Further limitation. It is unlawful for a handler to purchase a product from other persons under terms more favorable to those persons than those terms negotiated with a qualified bargaining association for the product, unless the handler has first offered to purchase the product under those more favorable terms from the members of the qualified association of producers and the members have failed to supply the required product within a reasonable time according to the more favorable terms. [RR 2025, c. 1, Pt. E, §16 (COR).]

6. Notice; opportunity for hearing. Whenever it is charged that a qualified association or handler refuses to bargain, as that term is defined in subsection 1 , the board shall provide that person with notice and opportunity to be heard in a manner consistent with the Maine Administrative Procedure Act as to adjudicatory hearings. [RR 2025, c. 1, Pt. E, §16 (COR).]

7. Hearing. Hearings held pursuant to subsection 6 must be held in a manner consistent with the Maine Administrative Procedure Act as to adjudicatory hearings. The board shall request that the Attorney General, or any attorney in the Department of the Attorney General designated by the Attorney General, be present at these hearings and advise the board on procedure and on the admissibility of any evidence. [RR 2025, c. 1, Pt. E, §16 (COR).]

8. Findings. If, upon a preponderance of the evidence, the board determines that the person complained of has refused to bargain, in violation of this article, it shall state its findings of fact and shall issue an order requiring the person to bargain as that term is defined in subsection 1 and shall order such further affirmative action, excluding an award of damages, as will effectuate the policies of this article. Failure to comply with such an order is a violation of this article. If the board determines that the person complained of has not refused to bargain, it shall state its findings of fact and shall issue an order dismissing the charges. [RR 2025, c. 1, Pt. E, §16 (COR).]

9. Dismissal. [PL 1977, c. 694, §283 (RP).]

10. Modification. Until the record in a case has been filed in a court, as provided in section 1959 , the board may at any time, upon reasonable notice and in such manner as it determines proper, modify or set aside, in a whole or in part, any finding or order made or issued by it. [RR 2025, c. 1, Pt. E, §16 (COR).]
13-B M.R.S. § 1307 — ME Code / Title 13-B / Chapter 13 / Section 1307
13-B §1307. Practicing profession or occupation
Status: in_force

Except as otherwise expressly provided by law, a nonprofit corporation shall not be required to obtain a license or to be registered to practice a profession or occupation. Any employee of such a corporation who practices or holds himself out to practice a profession or occupation shall be licensed or registered as required by law. [PL 1977, c. 525, §13 (NEW).]
13-B M.R.S. § 308-A — ME Code / Title 13-B / Chapter 3 / Section 308-A
13-B §308-A. Assumed or fictitious name of corporation
Status: in_force

1. Assumed name defined. As used in this section, "assumed name" means a trade name, the name of a division not separately incorporated and not used in conjunction with the real corporate name or any name other than the real name of a corporation except a fictitious name. [PL 2003, c. 344, Pt. B, §15 (NEW).]

2. Fictitious name defined. As used in this section, "fictitious name" means a name adopted by a foreign corporation authorized to carry on activities in this State because its real name is unavailable pursuant to section 301‑A . [PL 2003, c. 344, Pt. B, §15 (NEW).]

3. Authorized to transact business. Upon complying with this section, a domestic or foreign corporation authorized to carry on activities in this State may carry on its activities in this State under one or more assumed or fictitious names. [PL 2003, c. 344, Pt. B, §15 (NEW).]

4. File statement indicating use of assumed or fictitious name. Prior to carrying on any activities in this State under an assumed or fictitious name, a corporation shall execute and deliver for filing, in accordance with sections 104 and 106 , a statement setting forth: A. The corporate name and the address of the corporation's registered office; [PL 2003, c. 344, Pt. B, §15 (NEW).] B. That the corporation intends to carry on activities under an assumed or fictitious name; [PL 2003, c. 344, Pt. B, §15 (NEW).] C. The assumed or fictitious name that the corporation proposes to use; [PL 2003, c. 344, Pt. B, §15 (NEW).] D. If the assumed name is not to be used at all of the corporation's places of activity in this State, the locations where it will be used; and [PL 2003, c. 344, Pt. B, §15 (NEW).] E. If the corporation is a foreign corporation: (1) The jurisdiction of incorporation; and (2) The date on which it was authorized to carry on activities in this State. [PL 2003, c. 344, Pt. B, §15 (NEW).] A separate statement must be executed and delivered to the Secretary of State for filing with respect to each assumed or fictitious name that the corporation proposes to use. [PL 2003, c. 344, Pt. B, §15 (NEW).]

5. Compliance required. An assumed or fictitious name must comply with the requirements of section 301‑A . [PL 2003, c. 344, Pt. B, §15 (NEW).]

6. Enjoin use of assumed or fictitious name. If a corporation uses an assumed or fictitious name without complying with the requirements of this section, the continued use of the assumed or fictitious name may be enjoined upon suit by the Attorney General or by any person adversely affected by the use of the assumed or fictitious name. [PL 2003, c. 344, Pt. B, §15 (NEW).]

7. Enjoin use despite compliance. Notwithstanding its compliance with the requirements of this section, the use of an assumed or fictitious name may be enjoined upon suit of the Attorney General or of any person adversely affected by such use if: A. The assumed or fictitious name did not, at the time the statement required by subsection 4 was filed, comply with the requirements of section 301‑A ; or [PL 2003, c. 344, Pt. B, §15 (NEW).] B. The assumed or fictitious name is not distinguishable on the records of the Secretary of State from a name in which the plaintiff has prior rights by virtue of the common law or statutory law of unfair competition, unfair trade practices, common law copyright or similar law. [PL 2003, c. 344, Pt. B, §15 (NEW).] The filing of a statement pursuant to subsection 4 does not constitute actual use of the assumed or fictitious name set out in that statement for purposes of determining priority of rights. [PL 2003, c. 344, Pt. B, §15 (NEW).]

8. Terminate use of assumed or fictitious name. A corporation may terminate an assumed or fictitious name by executing and delivering, in accordance with sections 104 and 106 , a statement setting forth: A. The name of the corporation and the address of its registered office; [PL 2003, c. 344, Pt. B, §15 (NEW).] B. That the corporation no longer intends to carry on activities under the assumed or fictitious name; and [PL 2003, c. 344, Pt. B, §15 (NEW).] C. The assumed or fictitious name the corporation intends to terminate. [PL 2003, c. 344, Pt. B, §15 (NEW).] [PL 2003, c. 344, Pt. B, §15 (NEW).]
13-C M.R.S. § 1702 — ME Code / Title 13-C / Chapter 17 / Section 1702
13-C §1702. Application to qualified foreign corporations
Status: in_force

A foreign corporation authorized to transact business in this State on the effective date of this Act is subject to this Act but is not required to obtain a new certificate of authority to transact business under this Act. [PL 2001, c. 640, Pt. A, §2 (NEW); PL 2001, c. 640, Pt. B, §7 (AFF).]
13 M.R.S. § 1825 — ME Code / Title 13 / Part 2 / Chapter 85 / Section 1825
13 §1825. Amendment of articles
Status: in_force

1. Procedure. An association may amend its articles of incorporation by the affirmative vote of 2/3 of the members voting on the proposed amendment at any regular meeting or at a special meeting called for the purpose or, if the association permits its members to vote on the basis of patronage, by the affirmative vote of a majority of the members representing 2/3 of the membership patronage voting on the proposed amendment. A written or printed notice of the proposed amendment and of the time and place of holding such meetings must be delivered to each member, or mailed to the member's last known address as shown by the books of the association, at least 30 days prior to any such meetings. An amendment affecting the preferential rights of any outstanding stock may not be adopted until the written consent of the holders of 2/3 of the outstanding preference shares has been obtained. [RR 2025, c. 1, Pt. E, §10 (COR).]

2. Certificate recorded. After an amendment has been adopted, the president or vice-president and the treasurer or secretary or assistant secretary shall prepare, sign, date and deliver for filing to the Secretary of State articles of amendment, in a format approved by the Secretary of State, setting forth the amendment adopted by the corporation as proposed in subsection 1 . The filing fee for an amendment filed under this section is the same as for a corporation filing articles of amendment under Title 13‑C . If articles of amendment delivered for filing to the Secretary of State pursuant to this section satisfy the requirements of this section, the Secretary of State shall file the articles of amendment. The date of filing is the date of receipt by the Secretary of State. After filing the articles of amendment under this section, 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 2007, c. 231, §6 (AMD).]
13 M.R.S. § 1781 — ME Code / Title 13 / Part 2 / Chapter 85 / Section 1781
13 §1781. Nonprofit associations
Status: in_force

An association is deemed "nonprofit," as the association is not organized to make a profit for that association or for its members, but only for its members as producers of agricultural products. [PL 1993, c. 316, §11 (NEW).]
13 M.R.S. § 2192 — ME Code / Title 13 / Part 2 / Chapter 87 / Section 2192
13 §2192. Common; voting power
Status: in_force

One class of stock shall always be known as common stock and voting power may be restricted to holders of common stock.
13-C M.R.S. § 1821 — ME Code / Title 13-C / Chapter 18 / Section 1821
13-C §1821. Standard of conduct for directors
Status: in_force

1. Consideration of interests. In discharging the duties of their respective positions and in considering the best interests of the benefit corporation, the board of directors, committees of the board and individual directors of a benefit corporation shall consider the effects of any action or inaction upon: A. The shareholders of the benefit corporation; [PL 2019, c. 328, §1 (NEW).] B. The employees and workforce of the benefit corporation, its subsidiaries and its suppliers; [PL 2019, c. 328, §1 (NEW).] C. The interests of customers as beneficiaries of general public benefit or specific public benefit purposes of the benefit corporation; [PL 2019, c. 328, §1 (NEW).] D. Community and societal factors, including those of each community in which offices or facilities of the benefit corporation, its subsidiaries or its suppliers are located; [PL 2019, c. 328, §1 (NEW).] E. The local and global environment; [PL 2019, c. 328, §1 (NEW).] F. The short-term and long-term interests of the benefit corporation, including benefits that may accrue to the benefit corporation from its long-term plans and the possibility that these interests may be best served by the continued independence of the benefit corporation; and [PL 2019, c. 328, §1 (NEW).] G. The ability of the benefit corporation to accomplish its general public benefit purpose and any specific public benefit purpose. [PL 2019, c. 328, §1 (NEW).] The board of directors, committees of the board and individual directors of a benefit corporation may also consider other pertinent factors or the interests of any other group that they consider appropriate and may give priority to an interest or factor according to the benefit corporation's articles of incorporation. [PL 2019, c. 328, §1 (NEW).]

2. Coordination with other provisions of law. The consideration of interests and factors in the manner provided by subsection 1 does not constitute a violation of section 832 . [PL 2019, c. 328, §1 (NEW).]

3. Exoneration from personal liability. Except as provided in the articles of incorporation, a director is not personally liable for monetary damages for: A. Any action or inaction in the course of performing the duties of a director under subsection 1 if the director performed the duties of office in compliance with section 832 and this section; or [PL 2019, c. 328, §1 (NEW).] B. Failure of the benefit corporation to pursue or create general public benefit or a specific public benefit. [PL 2019, c. 328, §1 (NEW).] [PL 2019, c. 328, §1 (NEW).]

4. Limitation on standing. A director does not have a duty to a person that is a beneficiary of general public benefit purpose or a specific public benefit purpose of a benefit corporation arising from the status of the person as a beneficiary. [PL 2019, c. 328, §1 (NEW).]

5. Business judgments. A director who makes a business judgment in good faith fulfills the duty under this section if the director: A. Is not interested in the subject of the business judgment; [PL 2019, c. 328, §1 (NEW).] B. Is informed with respect to the subject of the business judgment to the extent the director reasonably believes to be appropriate under the circumstances; and [PL 2019, c. 328, §1 (NEW).] C. Rationally believes that the business judgment is in the best interests of the benefit corporation. [PL 2019, c. 328, §1 (NEW).] [PL 2019, c. 328, §1 (NEW).]
13 M.R.S. § 2985 — ME Code / Title 13 / Part 2 / Chapter 93 / Section 2985
13 §2985. Records open to inspection
Status: in_force

The records of a parish shall be open to the inspection of its members and to clerks of other parishes. Each clerk shall furnish attested copies thereof, on request, for a reasonable compensation.
13-C M.R.S. § 404 — ME Code / Title 13-C / Chapter 4 / Section 404
13-C §404. Assumed or fictitious name of corporation
Status: in_force

1. Assumed name; defined. As used in this section, "assumed name" includes a trade name, the name of a division not separately incorporated and not used in conjunction with the real corporate name and any name other than the real name of a corporation, except a fictitious name. [PL 2003, c. 344, Pt. B, §50 (AMD).]

2. Fictitious name; defined. As used in this section, "fictitious name" is a name adopted by a foreign corporation authorized to transact business in this State because its real name is unavailable pursuant to section 401. [PL 2001, c. 640, Pt. A, §2 (NEW); PL 2001, c. 640, Pt. B, §7 (AFF).]

3. Authorized to transact business. Upon complying with this section, a domestic or foreign corporation authorized to transact business in this State may transact its business in this State under one or more assumed or fictitious names. [PL 2001, c. 640, Pt. A, §2 (NEW); PL 2001, c. 640, Pt. B, §7 (AFF).]

4. File statement indicating use of assumed or fictitious name. Prior to transacting business in this State under an assumed or fictitious name, a corporation shall execute and deliver for filing, in accordance with section 121 , a statement setting forth: A. The corporate name; [PL 2003, c. 344, Pt. B, §51 (AMD).] B. That it intends to transact business under an assumed or fictitious name; [PL 2001, c. 640, Pt. A, §2 (NEW); PL 2001, c. 640, Pt. B, §7 (AFF).] C. The assumed or fictitious name that it proposes to use; [PL 2003, c. 344, Pt. B, §51 (AMD).] D. If the assumed name is not to be used at all of the corporation's places of business in this State, the locations where it will be used; and [PL 2003, c. 344, Pt. B, §51 (AMD).] E. If the corporation is a foreign corporation: (1) The jurisdiction of incorporation; and (2) The date on which it was authorized to transact business in this State. [PL 2003, c. 344, Pt. B, §52 (NEW).] A separate statement must be executed and delivered for filing with respect to each assumed or fictitious name that the corporation proposes to use. [PL 2003, c. 344, Pt. B, §§51, 52 (AMD).]

5. Compliance required. Each assumed or fictitious name must comply with the requirements of section 401 . [PL 2001, c. 640, Pt. A, §2 (NEW); PL 2001, c. 640, Pt. B, §7 (AFF).]

6. Enjoin use of assumed or fictitious name. If a corporation uses an assumed or fictitious name without complying with the requirements of this section, the continued use of the assumed or fictitious name may be enjoined upon suit by the Attorney General or by any person adversely affected by the use of the assumed or fictitious name. [PL 2001, c. 640, Pt. A, §2 (NEW); PL 2001, c. 640, Pt. B, §7 (AFF).]

7. Enjoin use despite compliance. Notwithstanding its compliance with the requirements of this section, the use of an assumed or fictitious name may be enjoined upon suit of the Attorney General or of any person adversely affected by such use if: A. The assumed or fictitious name did not, at the time the statement required by subsection 4 was filed, comply with the requirements of section 401 ; or [PL 2001, c. 640, Pt. A, §2 (NEW); PL 2001, c. 640, Pt. B, §7 (AFF).] B. The assumed or fictitious name is not distinguishable on the records of the Secretary of State from a name in which the plaintiff has prior rights by virtue of the common law or statutory law of unfair competition, unfair trade practices, common law copyright or similar law. [PL 2001, c. 640, Pt. A, §2 (NEW); PL 2001, c. 640, Pt. B, §7 (AFF).] The mere filing of a statement pursuant to subsection 4 does not constitute actual use of the assumed or fictitious name set out in that statement for purposes of determining priority of rights. [PL 2001, c. 640, Pt. A, §2 (NEW); PL 2001, c. 640, Pt. B, §7 (AFF).]

8. Terminate use of assumed or fictitious name. A corporation may terminate an assumed or fictitious name by executing and delivering, in accordance with section 121 , a statement setting forth: A. The name of the corporation; [PL 2003, c. 344, Pt. B, §53 (AMD).] B. That it no longer intends to transact business under the assumed or fictitious name; and [PL 2001, c. 640, Pt. A, §2 (NEW); PL 2001, c. 640, Pt. B, §7 (AFF).] C. The assumed or fictitious name it intends to terminate. [PL 2001, c. 640, Pt. A, §2 (NEW); PL 2001, c. 640, Pt. B, §7 (AFF).] [PL 2003, c. 344, Pt. B, §53 (AMD).]
13-C M.R.S. § 601 — ME Code / Title 13-C / Chapter 6 / Section 601
13-C §601. Authorized shares
Status: in_force

1. Classes and number of shares authorized. A corporation's articles of incorporation must set forth any classes of shares and series of shares within a class, and the number of shares of each class and series that the corporation is authorized to issue. If more than one class or series of shares is authorized, the articles of incorporation must prescribe a distinguishing designation for each class or series and must describe, prior to the issuance of shares of a class or series, the terms, including the preferences, rights and limitations of that class or series. Except to the extent varied as permitted by this section, all shares of a class or series must have terms, including preferences, rights and limitations that are identical with those of other shares of the same class or series. [PL 2003, c. 344, Pt. B, §56 (AMD).]

2. Voting rights authorized. A corporation's articles of incorporation must authorize one or more classes or series of shares that together have unlimited voting rights and one or more classes or series of shares, which may be the same class or classes or series as those with voting rights, that together are entitled to receive the net assets of the corporation upon dissolution. [PL 2003, c. 344, Pt. B, §56 (AMD).]

3. Designations, preferences, limitations and relative rights. A corporation's articles of incorporation may authorize one or more classes or series of shares that: A. Have special, conditional or limited voting rights or no right to vote, except to the extent otherwise provided by this Act; [PL 2003, c. 344, Pt. B, §56 (AMD).] B. Are redeemable or convertible as specified in the articles of incorporation: (1) At the option of the corporation, the shareholder or another person or upon the occurrence of a specified event; (2) For cash, indebtedness, securities or other property; and (3) At prices and in amounts specified, or determined in accordance with a formula; [PL 2003, c. 344, Pt. B, §56 (AMD).] C. Entitle the holders to distributions calculated in any manner, including dividends that may be cumulative, noncumulative or partially cumulative; or [PL 2001, c. 640, Pt. A, §2 (NEW); PL 2001, c. 640, Pt. B, §7 (AFF).] D. Have preference over any other class or series of shares with respect to distributions, including distributions upon the dissolution of the corporation. [PL 2003, c. 344, Pt. B, §56 (AMD).] The description of the designations, preferences, limitations, and relative rights of share classes in this subsection is not exhaustive. [PL 2003, c. 344, Pt. B, §56 (AMD).]

4. Rules of construction for preferred shares. Unless otherwise provided by this Act or by a corporation's articles of incorporation or by resolution of the board of directors in the case of shares whose terms may be fixed as provided by section 602 : A. Shares that are preferred as to dividends are deemed cumulative preferred shares; [PL 2001, c. 640, Pt. A, §2 (NEW); PL 2001, c. 640, Pt. B, §7 (AFF).] B. Shares that are preferred as to dividends are not entitled to participate in dividends beyond the amount of the stated dividend preference; [PL 2001, c. 640, Pt. A, §2 (NEW); PL 2001, c. 640, Pt. B, §7 (AFF).] C. Shares that are preferred as to dividends are preferred, on liquidation of the corporation, to the extent of the par or stated value of the shares, if any; [PL 2001, c. 640, Pt. A, §2 (NEW); PL 2001, c. 640, Pt. B, §7 (AFF).] D. Shares that are preferred as to liquidation are not entitled to participate in liquidation payments beyond the amount of the liquidation preference stated in the articles of incorporation or implied under paragraph C ; [PL 2001, c. 640, Pt. A, §2 (NEW); PL 2001, c. 640, Pt. B, §7 (AFF).] E. If preferred shares cumulative as to dividends are entitled to a preferential payment on liquidation, the payment must also include the amount of dividends accrued but unpaid as of the date of liquidation; [PL 2001, c. 640, Pt. A, §2 (NEW); PL 2001, c. 640, Pt. B, §7 (AFF).] F. Shares that are preferred as to dividends or as to payments upon liquidation are not entitled to vote; and [PL 2001, c. 640, Pt. A, §2 (NEW); PL 2001, c. 640, Pt. B, §7 (AFF).] G. "Liquidation," "rights upon liquidation" and terms of like import shall refer to the formal dissolution of the corporation. Sale of all the corporate assets or participation of the corporation in a merger or consolidation is not deemed a liquidation. [PL 2001, c. 640, Pt. A, §2 (NEW); PL 2001, c. 640, Pt. B, §7 (AFF).] This subsection does not apply to shares already issued or authorized on December 31, 1971. [PL 2001, c. 640, Pt. A, §2 (NEW); PL 2001, c. 640, Pt. B, §7 (AFF).]

5. Extrinsic facts. Terms of shares may be made dependent upon facts objectively ascertainable outside the articles of incorporation in accordance with section 121, subsection 10 . [PL 2003, c. 344, Pt. B, §56 (NEW).]

6. Variations among holders. Any of the terms of shares may vary among holders of the same class or series of shares as long as the variations are expressly set forth in the articles of incorporation. [PL 2003, c. 344, Pt. B, §56 (NEW).]
13-B M.R.S. § 103 — ME Code / Title 13-B / Chapter 1 / Section 103
13-B §103. Applicability
Status: repealed

1. Domestic corporations. The provisions of this Act relating to domestic corporations shall apply to: A. All corporations organized hereunder; [PL 1977, c. 525, §13 (NEW).] B. All nonstock corporations heretofore organized under any prior general Act or under any Act providing for the creation of special classes of corporations and for a purpose or purposes for which a corporation might be organized under this Act; and [PL 1977, c. 525, §13 (NEW).] C. All nonstock corporations created by special Act of the Legislature, and all nonstock corporations located in Maine and created prior to the Articles of Separation by special Act of the General Court of the Commonwealth of Massachusetts; provided the purposes of the corporations are purposes for which a corporation may be organized under this Act. [PL 1977, c. 592, §14 (RPR).] [PL 1977, c. 592, §14 (AMD).]

2. Foreign corporations. The provisions of this Act relating to foreign corporations shall apply to all foreign nonprofit corporations conducting affairs in this State for a purpose or purposes for which a corporation might be organized under this Act. [PL 1977, c. 525, §13 (NEW).]

3. Class of corporations. Subject to the provisions of section 201 , this Act does not apply to any class of corporations, including, but not limited to, corporations subject to Title 24, chapter 19 or Title 24-A , to the extent that any provision of any other public law is specifically applicable to such class of corporations and is inconsistent with any provision of this Act, in which case such other provision prevails, and does not apply to any corporation created by special Act of the Legislature, to the extent that this Act is inconsistent with such special Act; nor does the Act apply to any mutual insurer, as defined in Title 24-A , section 401 , nor to any financial institution incorporated by special Act of the Legislature or pursuant to general law. [PL 2001, c. 550, Pt. C, §8 (AMD); PL 2001, c. 550, Pt. C, §29 (AFF).]

4. Enactment not to affect existence of certain corporations. The enactment of this Act shall not affect the existence of any corporation existing on the effective date of this Act. [PL 1977, c. 525, §13 (NEW).]

5. Other provisions not affected. The enactment of this Act shall not affect any cause of action, liability, penalty or action which on the effective date of this Act is accrued, existing, incurred or pending, but the same may be asserted, enforced, prosecuted or defended as if this Act had not been enacted. [PL 1977, c. 525, §13 (NEW).]

6. Validity. The validity of any corporate act and of any incorporation, prior to the effective date of this Act, shall be determined with reference to the law then in effect. [PL 1977, c. 525, §13 (NEW).]

7. Validity of provisions of articles or bylaws. The validity of any provision of the articles or the bylaws of a corporation existing on the effective date of this Act shall be determined with reference to the law which was in effect at the time when the same was adopted, or with reference to this Act, whichever supports the validity of such provision. A provision of the articles or the bylaws which was valid under the law in existence at the time the same was adopted shall remain in effect, notwithstanding a contrary provision of this Act, until repealed or amended by voluntary act of the corporation; but any amendment thereof shall be adopted by the procedures set out in this Act and the provision, as amended, shall conform to the requirement of this Act. [PL 1977, c. 525, §13 (NEW).]
13-C M.R.S. § 123 — ME Code / Title 13-C / Chapter 1 / Section 123
13-C §123. Filing, service and copying fees
Status: reserved

1. Filing fees. The following fees must be paid to the Secretary of State. A. For articles of incorporation, the fee is $145. [PL 2003, c. 673, Pt. WWW, §11 (AMD); PL 2003, c. 673, Pt. WWW, §37 (AFF).] B. For an application for the use of an indistinguishable name, the fee is $20. [PL 2001, c. 640, Pt. A, §2 (NEW); PL 2001, c. 640, Pt. B, §7 (AFF).] C. For an application for a reserved name, the fee is $20. [PL 2001, c. 640, Pt. A, §2 (NEW); PL 2001, c. 640, Pt. B, §7 (AFF).] D. For a notice of transfer of a reserved name, the fee is $20. [PL 2001, c. 640, Pt. A, §2 (NEW); PL 2001, c. 640, Pt. B, §7 (AFF).] E. For an application for a registered name, per month or portion of a month, the fee is $20. [PL 2001, c. 640, Pt. A, §2 (NEW); PL 2001, c. 640, Pt. B, §7 (AFF).] F. For an application for renewal of a registered name, the fee is $200. [PL 2001, c. 640, Pt. A, §2 (NEW); PL 2001, c. 640, Pt. B, §7 (AFF).] G. [PL 2007, c. 323, Pt. C, §3 (RP); PL 2007, c. 323, Pt. G, §4 (AFF).] H. [PL 2007, c. 323, Pt. C, §4 (RP); PL 2007, c. 323, Pt. G, §4 (AFF).] I. [PL 2007, c. 323, Pt. C, §5 (RP); PL 2007, c. 323, Pt. G, §4 (AFF).] J. [PL 2007, c. 323, Pt. C, §6 (RP); PL 2007, c. 323, Pt. G, §4 (AFF).] K. For an amendment of articles of incorporation, the fee is $50. [PL 2003, c. 673, Pt. WWW, §13 (AMD); PL 2003, c. 673, Pt. WWW, §37 (AFF).] L. For a restatement of articles of incorporation, the fee is $80. [PL 2001, c. 640, Pt. A, §2 (NEW); PL 2001, c. 640, Pt. B, §7 (AFF).] M. For articles of merger or share exchange, the fee is $100. [PL 2003, c. 673, Pt. WWW, §13 (AMD); PL 2003, c. 673, Pt. WWW, §37 (AFF).] N. For articles of domestication, the fee is $145. [PL 2003, c. 673, Pt. WWW, §13 (AMD); PL 2003, c. 673, Pt. WWW, §37 (AFF).] O. For articles of charter surrender, the fee is $90. [PL 2003, c. 673, Pt. WWW, §13 (AMD); PL 2003, c. 673, Pt. WWW, §37 (AFF).] P. For articles of nonprofit conversion, the fee is $145. [PL 2003, c. 673, Pt. WWW, §13 (AMD); PL 2003, c. 673, Pt. WWW, §37 (AFF).] Q. For articles of domestication and conversion, the fee is $145. [PL 2003, c. 673, Pt. WWW, §13 (AMD); PL 2003, c. 673, Pt. WWW, §37 (AFF).] R. For articles of entity conversion, the fee is $145. [PL 2003, c. 673, Pt. WWW, §13 (AMD); PL 2003, c. 673, Pt. WWW, §37 (AFF).] S. For articles of dissolution, the fee is $75. [PL 2003, c. 673, Pt. WWW, §13 (AMD); PL 2003, c. 673, Pt. WWW, §37 (AFF).] T. For articles of revocation of dissolution, the fee is $75. [PL 2003, c. 673, Pt. WWW, §13 (AMD); PL 2003, c. 673, Pt. WWW, §37 (AFF).] U. For an application for reinstatement following administrative dissolution for failure to file an annual report, the fee is $150. The maximum reinstatement fee may not exceed $600, regardless of the number of delinquent reports or the period of delinquency. [PL 2005, c. 12, Pt. FF, §4 (AMD).] V. For an application for reinstatement following administrative dissolution for failure to pay the annual report late filing penalty, the fee is $150. [PL 2005, c. 12, Pt. FF, §4 (AMD).] W. For an application for reinstatement following administrative dissolution for failure to appoint or maintain a clerk, the fee is $150. [PL 2007, c. 323, Pt. C, §7 (AMD); PL 2007, c. 323, Pt. G, §4 (AFF).] X. For an application for reinstatement following administrative dissolution for failure to notify the Secretary of State that its clerk or the address of its clerk has been changed or that its clerk has resigned, the fee is $150. [PL 2007, c. 323, Pt. C, §8 (AMD); PL 2007, c. 323, Pt. G, §4 (AFF).] Y. For a certificate of judicial dissolution, there is no fee. [PL 2001, c. 640, Pt. A, §2 (NEW); PL 2001, c. 640, Pt. B, §7 (AFF).] Z. For an application for authority, the fee is $250 . [PL 2001, c. 640, Pt. A, §2 (NEW); PL 2001, c. 640, Pt. B, §7 (AFF).] AA. For an amended application for authority, the fee is $70, except that for a change in address of a foreign corporation's principal office, wherever located, as provided by section 1504, subsection 2, paragraph E , the fee is $35. [PL 2003, c. 631, §13 (AMD).] BB. For an application for withdrawal of authority, the fee is $90. [PL 2003, c. 673, Pt. WWW, §13 (AMD); PL 2003, c. 673, Pt. WWW, §37 (AFF).] CC. For an application for transfer of authority, the fee is $70. [PL 2001, c. 640, Pt. A, §2 (NEW); PL 2001, c. 640, Pt. B, §7 (AFF).] DD. For an annual report or amended annual report, the fee is $85. [PL 2003, c. 673, Pt. XXX, §2 (AMD); PL 2003, c. 673, Pt. XXX, §10 (AFF).] DD-1. For an annual report or amended annual report for a foreign business corporation, the fee is $150. [PL 2003, c. 673, Pt. XXX, §3 (NEW); PL 2003, c. 673, Pt. XXX, §10 (AFF).] EE. For failing to deliver an annual report by its due date, in addition to the annual report filing fee, the fee is $50. [PL 2005, c. 12, Pt. FF, §5 (AMD).] FF. For articles of correction, the fee is $50. [PL 2003, c. 673, Pt. WWW, §13 (AMD); PL 2003, c. 673, Pt. WWW, §37 (AFF).] GG. For a certificate of existence, authorization or fact, the fee is $30. [PL 2003, c. 344, Pt. B, §35 (AMD).] HH. For an application for excuse, the fee is $40. [PL 2003, c. 673, Pt. WWW, §13 (AMD); PL 2003, c. 673, Pt. WWW, §37 (AFF).] II. For a certificate of resumption, the fee is $100. [PL 2003, c. 673, Pt. WWW, §13 (AMD); PL 2003, c. 673, Pt. WWW, §37 (AFF).] JJ. For an application for an assumed name, the fee is $125. [PL 2003, c. 673, Pt. WWW, §13 (AMD); PL 2003, c. 673, Pt. WWW, §37 (AFF).] KK. For an application for a fictitious name adopted by a foreign corporation authorized to transact business in this State because its real name is unavailable, the fee is $40. [PL 2003, c. 673, Pt. WWW, §13 (AMD); PL 2003, c. 673, Pt. WWW, §37 (AFF).] LL. For an application for termination of an assumed or fictitious name, the fee is $20. [PL 2003, c. 344, Pt. B, §35 (AMD).] MM. For any other document required or permitted to be filed by this Act, the fee is $35. [PL 2001, c. 640, Pt. A, §2 (NEW); PL 2001, c. 640, Pt. B, §7 (AFF).] NN. For preclearance of any document for filing, the fee is $100. [PL 2003, c. 631, §14 (NEW).] OO. For an application for revival after dissolution under section 1425 , the fee is $150. [PL 2007, c. 231, §20 (NEW).] [PL 2007, c. 231, §20 (AMD); PL 2007, c. 323, Pt. C, §§3-8 (AMD); PL 2007, c. 323, Pt. G, §4 (AFF).]

2. Service of process fee. The Secretary of State shall collect a fee of $20 each time process is served on the Secretary of State under this Title. The party to a proceeding causing service of process is entitled to recover this fee as costs if that party prevails in the proceeding. [PL 2003, c. 344, Pt. B, §36 (AMD).]

3. Copying and certifying fees. The Secretary of State shall charge the following fees for copying and certifying the copy of any filed document relating to a domestic or foreign corporation. A. For copying, the fee is $2 per page. [PL 2001, c. 640, Pt. A, §2 (NEW); PL 2001, c. 640, Pt. B, §7 (AFF).] B. For certifying the copy, the fee is $5. [PL 2001, c. 640, Pt. A, §2 (NEW); PL 2001, c. 640, Pt. B, §7 (AFF).] [PL 2001, c. 640, Pt. A, §2 (NEW); PL 2001, c. 640, Pt. B, §7 (AFF).]
13-C M.R.S. § 1332 — ME Code / Title 13-C / Chapter 13 / Section 1332
13-C §1332. Court costs and counsel fees
Status: in_force

1. Court costs. The court in an appraisal proceeding commenced under section 1331 shall determine all court costs of the proceeding, including the reasonable compensation and expenses of appraisers appointed by the court. The court shall assess the court costs against a corporation, except that the court may assess court costs against all or some of the shareholders demanding appraisal, in amounts the court finds equitable, to the extent the court finds the shareholders acted arbitrarily, vexatiously or not in good faith with respect to the rights provided by this chapter. [PL 2007, c. 289, §41 (AMD).]

2. Court-assessed expenses. The court in an appraisal proceeding under section 1331 may also assess the expenses for the respective parties, in amounts the court finds equitable: A. Against a corporation and in favor of any or all shareholders demanding appraisal if the court finds the corporation did not substantially comply with the requirements of section 1321 , 1323 , 1325 or 1326 ; or [PL 2001, c. 640, Pt. A, §2 (NEW); PL 2001, c. 640, Pt. B, §7 (AFF).] B. Against either a corporation or a shareholder demanding appraisal, in favor of any other party, if the court finds that the party against whom the expenses are assessed acted arbitrarily, vexatiously or not in good faith with respect to the rights provided by this chapter. [PL 2007, c. 289, §41 (AMD).] [RR 2007, c. 1, §6 (COR).]

3. Fees awarded from settlement. If the court in an appraisal proceeding under section 1331 finds that the expenses incurred by any shareholder were of substantial benefit to other shareholders similarly situated and that those expenses should not be assessed against the corporation, the court may direct that those expenses be paid out of the amounts awarded the shareholders who were benefitted. [PL 2007, c. 289, §41 (AMD).]

4. Corporation fails to make payment. To the extent a corporation fails to make a required payment pursuant to section 1325 , 1326 or 1327 , a shareholder may sue directly for the amount owed and, to the extent successful, is entitled to recover from the corporation all expenses of the suit. [PL 2007, c. 289, §41 (AMD).]
13 M.R.S. § 1371 — ME Code / Title 13 / Part 2 / Chapter 83 / Section 1371
13 §1371. Approval for repair, maintenance and removal
Status: in_force

1. Prior authorization or approval for repair, maintenance or removal. Any person may repair, maintain or remove, subject to the restrictions of subsection 2 or 3 , any tomb, monument, gravestone, marker or other structure placed or designed as a memorial to the dead, or any portion or fragment of any such memorial, or any fence, railing, curb or other enclosure for the burial of the dead, after obtaining written approval of the owner or operator of the cemetery or burial ground, if an owner or operator exists, and one of the following, in the following order of priority. A. The person must first seek the authorization of the owner of the burial lot or a lineal descendant of the deceased buried there, if the owner or a lineal descendant is reasonable to locate and notify. [PL 2015, c. 294, §1 (AMD).] A-1. If an owner or lineal descendant listed in paragraph A cannot reasonably be located and notified, the person shall seek the authorization of a next of kin, if reasonable to locate and notify, of the deceased buried there. [PL 2015, c. 294, §1 (NEW).] B. If none of the persons listed in paragraph A or A‑1 can reasonably be located and notified, the person shall obtain the written approval of the municipality or, in the case of unorganized territory, the county in which the cemetery or burial ground is located. [PL 2015, c. 294, §1 (AMD).] [PL 2015, c. 294, §1 (AMD).]

2. Conditions on removal for repair, restoration or preservation. Removal of a tomb, monument, gravestone, marker or other structure placed or designed as a memorial to the dead, or a portion or fragment of a memorial, is permitted only for the purpose of preservation. A tomb, monument, gravestone, marker or other structure placed or designed as a memorial to the dead, or a portion or fragment of a memorial, may not be removed from the confines of the cemetery or burial ground, except that a person who has obtained authorization or approval described in subsection 1 may remove all or a portion of a memorial for a period of no longer than 6 months for the purpose of repair, restoration or preservation, but only when repair, restoration or preservation can not reasonably be accomplished on the site of the cemetery or burial ground. Prior to removal of the memorial, a notice must be submitted to the municipality, or to the county in the case of unorganized territory, stating the location of the burial ground, the identification of the memorial, the authority requesting the removal, the site to which the memorial will be temporarily removed, the proposed date of removal and the proposed date of replacement in the burial ground. [PL 2015, c. 294, §1 (AMD).]

3. Permanent removal of memorial. If a tomb, monument, gravestone, marker or other structure placed or designed as a memorial to the dead is in such poor condition that it cannot be preserved in its original location, that memorial may be removed by a person who has obtained authorization or approval described in subsection 1 to another location accessible to the public. Prior to removal of the memorial, a notice must be submitted to the municipality, or to the county in the case of a memorial in unorganized territory, stating the location and identification of the memorial, the authority requesting the removal and the site to which the memorial will be moved and providing documentation of the reason the memorial cannot be preserved in its original location. When possible, a replacement or replica of the removed memorial must be placed in the original location along with information as to the location of the original memorial. If such placement is not possible, a sign must be placed recording the new location of the memorial. [PL 2015, c. 294, §1 (NEW).]

All costs associated with actions taken pursuant to this section must be paid by the person or entity that requests the repair, maintenance or removal of a tomb, monument, gravestone, marker or other structure placed or designed as a memorial to the dead, or any portion or fragment of any such memorial, or any fence, railing, curb or other enclosure in the burial lot or cemetery. [PL 2015, c. 294, §1 (NEW).]

The owner, operator or caretaker of a burial lot or a cemetery association that authorizes removal of a memorial pursuant to this section is not responsible or liable for the location or care of the memorial. [PL 2015, c. 294, §1 (NEW).]
13 M.R.S. § 1372 — ME Code / Title 13 / Part 2 / Chapter 83 / Section 1372
13 §1372. Inventories of cemeteries or burial grounds
Status: in_force

A municipality or, in the case of unorganized territory, a county may contract with a cemetery association or historical society to undertake, complete and keep current an inventory of cemeteries and burial grounds located in that municipality or county. [PL 1987, c. 326, §1 (NEW).]
13-C M.R.S. § 935 — ME Code / Title 13-C / Chapter 9 / Section 935
13-C §935. Effect of nonprofit conversion
Status: in_force

1. Conversion to domestic nonprofit corporation. When the conversion of a domestic business corporation to a domestic nonprofit 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 domestic business 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 domestic business 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 domestic business corporation continues against the corporation as if the conversion had not occurred; [PL 2001, c. 640, Pt. A, §2 (NEW); PL 2001, c. 640, Pt. B, §7 (AFF).] D. The articles of nonprofit conversion, or the articles of incorporation attached to the articles of nonprofit 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. The shares of the corporation are reclassified into memberships, securities, obligations, rights to acquire memberships or securities or into cash or other property in accordance with the plan of conversion, and the shareholders are entitled only to the rights provided in the plan of nonprofit conversion or 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).] F. The corporation is deemed to: (1) Be a domestic nonprofit corporation for all purposes; (2) Be the same corporation without interruption as the domestic business corporation; and (3) Have been incorporated on the date that it was originally incorporated as a domestic business 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. Conversion to foreign nonprofit corporation. When the conversion of a domestic business corporation to a foreign nonprofit corporation becomes effective, that foreign nonprofit corporation 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 that domestic business corporation 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 2003, c. 344, Pt. B, §84 (AMD).] 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 2003, c. 344, Pt. B, §84 (AMD).]
13 M.R.S. § 1101 — ME Code / Title 13 / Part 2 / Chapter 83 / Section 1101
13 §1101. Maintenance and repairs; municipality
Status: in_force

1. Grave sites of veterans in ancient burying grounds. In any ancient burying ground, as referenced in Title 30-A, section 5723 , the municipality in which that burying ground is located, in collaboration with veterans' organizations, cemetery associations, civic and fraternal organizations, descendants of veterans buried in the ancient burying ground and other interested persons, shall keep in good condition all graves, headstones, monuments and markers designating the burial place of Revolutionary soldiers and sailors and veterans of the Armed Forces of the United States. To the best of its ability given the location and accessibility of the ancient burying ground, the municipality, in collaboration with veterans' organizations, cemetery associations, civic and fraternal organizations, descendants of veterans buried in the ancient burying ground and other interested persons, shall keep the grass, weeds and brush suitably cut and trimmed on those graves from May 1st to September 30th of each year. A municipality may designate a caretaker to whom it delegates for a specified period of time the municipality's responsibilities regarding an ancient burying ground. A caretaker for a municipality may be designated only by a writing signed by the municipal officers as defined in Title 30‑A, section 2001, subsection 10 . [PL 2019, c. 561, §1 (AMD).]

1-A. Grave sites of persons who are not designated as veterans in ancient burying grounds. To the best of its ability given the location and accessibility of the ancient burying ground, the municipality in which an ancient burying ground is located may keep the grass, weeds and brush suitably cut and trimmed from May 1st to September 30th of each year on all graves, headstones, monuments and markers in the ancient burying ground not designating the burial place of Revolutionary soldiers and sailors and veterans of the Armed Forces of the United States. A municipality may designate a caretaker to whom it delegates for a specified period of time the municipality's functions regarding an ancient burying ground. [PL 2013, c. 524, §1 (NEW).]

2. Grave sites of veterans in public burying grounds. A municipality, cemetery corporation or cemetery association owning and operating a public burying ground shall, in collaboration with veterans' organizations, cemetery associations, civic and fraternal organizations and other interested persons, keep the grave, headstone, monument or marker designating the burial place of any veteran of the Armed Forces of the United States in that public burying ground in good condition and repair from May 1st to September 30th of each year. A municipality in which a public burying ground is located may, in collaboration with veterans' organizations, cemetery associations, civic and fraternal organizations and other interested persons, adopt standards of good condition and repair to which grave sites of veterans of the Armed Forces of the United States must be kept. The standards at a minimum must detail how to maintain the grave, grass and headstones. If a municipality does not adopt standards, the municipality, cemetery corporation or cemetery association shall apply the following standards of good condition and repair: A. [PL 2013, c. 524, §1 (RP).] B. [PL 2013, c. 524, §1 (RP).] C. [PL 2013, c. 524, §1 (RP).] D. Ensure that grass is suitably cut and trimmed; [PL 2013, c. 524, §1 (AMD).] E. Keep a flat grave marker free of grass and debris; and [PL 2013, c. 524, §1 (AMD).] F. Keep the burial place free of fallen trees, branches, vines and weeds. [PL 2013, c. 524, §1 (AMD).] [PL 2013, c. 524, §1 (AMD).]
13-C M.R.S. § 931 — ME Code / Title 13-C / Chapter 9 / Section 931
13-C §931. Nonprofit conversion
Status: in_force

1. Domestic nonprofit corporation; nonprofit conversion plan. A domestic business corporation may become a domestic nonprofit corporation pursuant to a plan of nonprofit conversion as provided in this subchapter. [PL 2001, c. 640, Pt. A, §2 (NEW); PL 2001, c. 640, Pt. B, §7 (AFF).]

2. Foreign nonprofit corporation; nonprofit conversion plan. A domestic business corporation may become a foreign nonprofit corporation if the nonprofit conversion is permitted by the laws of the foreign jurisdiction. Regardless of whether the laws of the foreign jurisdiction require the adoption of a plan of nonprofit conversion, the foreign nonprofit conversion must be approved by the adoption by the domestic business corporation of a plan of nonprofit conversion in the manner provided in this subchapter. The laws of the foreign jurisdiction govern the effect of the foreign nonprofit conversion. [PL 2001, c. 640, Pt. A, §2 (NEW); PL 2001, c. 640, Pt. B, §7 (AFF).]

3. Nonprofit conversion plan. A plan of nonprofit conversion pursuant to subsection 1 or 2 must include: A. The terms and conditions of the conversion; [PL 2001, c. 640, Pt. A, §2 (NEW); PL 2001, c. 640, Pt. B, §7 (AFF).] B. The manner and basis of reclassifying the shares of the corporation following its conversion into memberships, if any, or securities, obligations, rights to acquire memberships or securities, cash, other property or any combination thereof; [PL 2001, c. 640, Pt. A, §2 (NEW); PL 2001, c. 640, Pt. B, §7 (AFF).] C. Any desired amendments to the articles of incorporation of the corporation following its conversion; and [PL 2001, c. 640, Pt. A, §2 (NEW); PL 2001, c. 640, Pt. B, §7 (AFF).] D. If the domestic business corporation is to be converted to a foreign nonprofit corporation, a statement naming the jurisdiction in which the corporation will be incorporated 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).]

4. Amendment provision. A plan of nonprofit conversion under this section may also include a provision that the plan may be amended prior to the filing of articles of nonprofit 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 memberships or securities, obligations, rights to acquire memberships or securities, cash or other property to be received by the shareholders under the plan; [PL 2001, c. 640, Pt. A, §2 (NEW); PL 2001, c. 640, Pt. B, §7 (AFF).] B. The articles of incorporation as they will be in effect immediately following the conversion, except for changes permitted by 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).]

5. Transitional rule. If any debt security, note or similar evidence of indebtedness for money borrowed, whether secured or unsecured, or a contract of any kind issued, incurred or signed by a domestic business corporation before July 1, 2003 contains a provision applying to a merger of the domestic business corporation and the document does not refer to a nonprofit conversion of the domestic business corporation, the provision is deemed to apply to a nonprofit conversion of the domestic business corporation until the provision is amended. [PL 2011, c. 274, §42 (AMD).]

6. Extrinsic facts. Terms of a plan of nonprofit 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, §80 (NEW).]