13-C M.R.S. § 1801 — ME Code / Title 13-C / Chapter 18 / Section 1801
13-C §1801. Application and effect of chapter
Status: in_force

1. Application of chapter. This chapter applies to all benefit corporations. [PL 2019, c. 328, §1 (NEW).]

2. Application of corporation law generally. This chapter does not create an implication that a contrary or different rule of law applies to a corporation that is not a benefit corporation. This chapter does not affect a statute or rule of law that applies to a corporation that is not a benefit corporation. [PL 2019, c. 328, §1 (NEW).]

3. Laws applicable. Except as otherwise provided in this chapter, this Title is generally applicable to all benefit corporations. A benefit corporation may be subject simultaneously to this chapter and Title 13, chapter 22‑A . This chapter supersedes other provisions of this Title and Title 13, chapter 22‑A with regard to benefit corporations. [PL 2019, c. 328, §1 (NEW).]

4. Limit on articles and bylaws. A provision of the articles of incorporation or bylaws of a benefit corporation may not limit, be inconsistent with or supersede a provision of this chapter. [PL 2019, c. 328, §1 (NEW).]
13-C M.R.S. § 726 — ME Code / Title 13-C / Chapter 7 / Section 726
13-C §726. Shares held by minor
Status: in_force

If the record owner of shares is a minor and the shares are voted under this subchapter by the minor, a guardian or other legal representative of the minor or a natural or adoptive parent of the minor, the minor may not thereafter disaffirm or avoid that vote. [PL 2001, c. 640, Pt. A, §2 (NEW); PL 2001, c. 640, Pt. B, §7 (AFF).]
13-C M.R.S. § 1402 — ME Code / Title 13-C / Chapter 14 / Section 1402
13-C §1402. Dissolution by board of directors and shareholders
Status: in_force

1. Dissolution proposal. A corporation's board of directors may propose dissolution for submission to the shareholders. [PL 2001, c. 640, Pt. A, §2 (NEW); PL 2001, c. 640, Pt. B, §7 (AFF).]

2. Adoption of proposal of dissolution. For a proposal to dissolve to be adopted: A. A corporation's board of directors must recommend dissolution to the shareholders unless: (1) The board of directors determines that because of conflict of interest or other special circumstances the board of directors should make no recommendation; or (2) Section 827 applies. If subparagraph (1) or (2) applies, the board of directors must transmit to the shareholders the basis for so proceeding; and [PL 2011, c. 274, §72 (RPR).] B. The shareholders entitled to vote must approve the proposal to dissolve as provided in subsection 5 . [PL 2001, c. 640, Pt. A, §2 (NEW); PL 2001, c. 640, Pt. B, §7 (AFF).] [PL 2011, c. 274, §72 (AMD).]

3. Condition submission of proposal. A corporation's board of directors may condition the board of directors' submission of the proposal for dissolution on any basis. [PL 2001, c. 640, Pt. A, §2 (NEW); PL 2001, c. 640, Pt. B, §7 (AFF).]

4. Notice of meeting to dissolve. A corporation shall notify each shareholder, whether or not entitled to vote, of the proposed shareholders' meeting. The notice must also state that the purpose or one of the purposes of the meeting is to consider dissolving the corporation. [PL 2001, c. 640, Pt. A, §2 (NEW); PL 2001, c. 640, Pt. B, §7 (AFF).]

5. Adoption of dissolution by majority. Unless the corporation's articles of incorporation or the corporation's board of directors acting pursuant to subsection 3 requires a greater vote, approval of the proposal to dissolve requires the approval of the shareholders by a majority of all the votes entitled to be cast on the proposal by that voting group and, if any class or series is entitled to vote as a separate voting group on the proposal, the approval of each separate voting group by a majority of all the votes entitled to be cast on the proposal by that voting group. The corporation's articles of incorporation may provide that a proposal to dissolve may be approved by a lesser vote of each voting group entitled to vote on the proposal, but in no case by 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 proposal by each voting group entitled to vote on the proposal. [PL 2003, c. 344, Pt. B, §110 (RPR).]
13-B M.R.S. § 201 — ME Code / Title 13-B / Chapter 2 / Section 201
13-B §201. Purposes
Status: in_force

1. Corporations organized. Except as provided in subsections 2 and 3 , all nonprofit corporations shall be organized under this Act and may be organized for any lawful purpose or purposes, including without being limited to any of the following purposes: A. Charitable, benevolent, eleemosynary, educational, civic, patriotic, political, social, fraternal, literary, cultural, athletic, scientific, agricultural, horticultural and animal husbandry; [PL 1977, c. 525, §13 (NEW).] B. Professional, commercial, industrial, trade association or collective bargaining; and [RR 1991, c. 2, §44 (COR).] C. Land development condominiums, homesteads, unit owners or home owners. [PL 1977, c. 525, §13 (NEW).] [RR 1991, c. 2, §44 (COR).]

2. Corporations not organized. The following types of corporations may not be organized under this Act: A. Parishes and societies, as that term is used in Title 13, chapter 93, subchapter I ; independent local churches, as that term is used in Title 13, chapter 93, subchapter II ; meeting houses, as that term is used in Title 13, chapter 93, subchapter IV ; and churches organized as noncapital stock corporations under Title 13, chapter 81, subchapter I . If any of the foregoing corporations files an annual report pursuant to section 1301 of this Act, the filing of the report is deemed an election by that corporation to be governed by all of the provisions of this chapter, unless clearly inapplicable; and [PL 1993, c. 680, Pt. A, §22 (AMD).] B. Cooperatives, as that term is used in Title 13, chapter 85, subchapter II ; credit unions, as defined in Title 9‑B, section 131 ; rural electrification cooperatives, as that term is used in Title 35‑A, chapter 37, subchapters I , II and III; consumers' cooperatives, as that term is used in Title 13, chapter 85, subchapter I ; and fish marketing associations, as that term is used in Title 13, chapter 87 . [PL 1993, c. 680, Pt. A, §22 (AMD).] [PL 1993, c. 680, Pt. A, §22 (AMD).]

3. Corporations which may elect to be organized under this chapter. The following types of corporations may elect to be organized under and governed by applicable provisions of this chapter or under any other applicable statutory provisions: A. [PL 1981, c. 698, §85 (RP).] B. Proprietors of lands and wharves, as that term is used in Title 13, chapter 91 ; [PL 1985, c. 737, Pt. A, §35 (AMD).] C. Fraternal beneficiary associations, as that term is used in Title 24‑A, chapter 55 ; [PL 1985, c. 737, Pt. A, §35 (AMD).] D. Cemetery corporations which do not issue shares, as that term is used in Title 13, chapter 83 ; [PL 1985, c. 737, Pt. A, §35 (AMD).] E. Agricultural societies, as that term is used in Title 7, chapter 4 ; [PL 2005, c. 563, §11 (AMD).] F. Local development corporations; and [PL 2001, c. 703, §7 (AMD).] G. Volunteer fire associations, as that term is used in Title 30‑A, chapter 153 . [PL 1995, c. 462, Pt. A, §36 (AMD).] If any of the foregoing corporations are organized under applicable provisions of this Act, they are governed by the provisions of this chapter unless clearly inapplicable; provided further that if any of the foregoing corporations files an annual report pursuant to section 1301 of this Act, the filing of the report is deemed an election by that corporation to be governed by all of the provisions of this chapter unless clearly inapplicable. [PL 2005, c. 563, §11 (AMD).]
13 M.R.S. § 3112 — ME Code / Title 13 / Part 2 / Chapter 93 / Section 3112
13 §3112. Mode of proceeding
Status: in_force

At a meeting called under section 3111 , the owners, who are not applicants, or if they refuse or neglect, the notary who called the meeting may designate another notary, and the 2 may appoint a 3rd disinterested person, not an inhabitant of the town in which the house is located, or belonging to the denomination of either party interested. The 3 shall be a board, before which the owners may exhibit the amount that they own in the house. The minority, owning at least 5 pews, shall have their part allotted to them, as nearly as may be, in proportion to the amount that they own in the house. The board shall designate which weeks in each year the minority, if they please, may occupy the house; if they do not, the majority may occupy it. [PL 1981, c. 456, Pt. A, §48 (AMD).]
13-C M.R.S. § 842 — ME Code / Title 13-C / Chapter 8 / Section 842
13-C §842. Functions of officers
Status: in_force

1. Sources. An officer has the authority and shall perform the functions set forth in the bylaws or, to the extent consistent with the bylaws, the functions prescribed by the corporation's board of directors or by direction of an officer authorized by the corporation's board of directors to prescribe the functions of other officers. [PL 2007, c. 289, §18 (AMD).]

2. President. Unless otherwise provided by the bylaws, the officer designated as president has authority to institute or defend legal proceedings whenever the directors or shareholders are deadlocked. Unless they have reason to believe otherwise, persons dealing with a corporation are entitled to assume that the officer designated as president has authority to make, on the corporation's behalf, all contracts that are within the ordinary course of those businesses in which the corporation is already engaged. [PL 2001, c. 640, Pt. A, §2 (NEW); PL 2001, c. 640, Pt. B, §7 (AFF).]
13 M.R.S. § 1774 — ME Code / Title 13 / Part 2 / Chapter 85 / Section 1774
13 §1774. Definitions
Status: in_force

As used in this subchapter, unless the context otherwise indicates, the following terms shall have the following meanings. [PL 1979, c. 541, Pt. A, §133 (AMD).]

1. Agricultural products. "Agricultural products" include floricultural, horticultural, viticultural, forestry, nut, dairy, livestock, poultry, bee and any farm products.

2. Articles. "Articles" means the articles of incorporation.

3. Association. "Association" means a corporation organized under this subchapter, or a similar domestic corporation, or a foreign association or corporation if authorized to do business in this State, organized under any general or special Act as a cooperative association for the mutual benefit of its members, as agricultural producers, and which confines its operations to purposes authorized by this subchapter and restricts the return on the stock or membership capital and the amount of its business with nonmembers to the limits placed thereon by this subchapter for associations organized hereunder. [PL 1993, c. 316, §10 (AMD).]

4. Board. "Board" means the board of directors.

5. Domestic association. "Domestic association" means an association or corporation formed under the laws of this State.

6. Foreign association. "Foreign association" means an association or corporation not formed under the laws of this State.

6-A. Independent agricultural contractor. "Independent agricultural contractor" means a person who grows under contract, or who harvests or hauls forest products under contract, as the person's primary activity or as part of a general agricultural activity. [PL 2019, c. 248, §1 (AMD).]

6-B. Marketing contract. "Marketing contract" includes a contract related to the marketing of agricultural products and a contract by an independent agricultural contractor for furnishing services and facilities in raising or growing agricultural products. [PL 1971, c. 502 (NEW).]

7. Member. "Member" includes the holder of a membership in an association without capital stock and the holder of common stock in an association organized with capital stock.

8. Person. "Person" includes an individual, a partnership, a corporation and an association.

8-A. Producers. "Producers" includes independent agricultural contractors. [PL 1971, c. 502 (NEW).]

9. Subchapter. "This subchapter" means the "Uniform Agricultural Cooperative Association Act."
13-B M.R.S. § 1001 — ME Code / Title 13-B / Chapter 10 / Section 1001
13-B §1001. Sale of assets other than in regular course of activities
Status: in_force

1. Terms and conditions. Sale, lease, exchange, mortgage, pledge or other disposition of all, or substantially all, the property and assets of a corporation may be made upon such terms and conditions and for such consideration, which may consist in whole or in part of money or property, real or personal, including shares of any corporation for profit, domestic or foreign, as may be authorized in the following manner. A. If there are members entitled to vote thereon, the board of directors shall adopt a resolution recommending such sale, lease, exchange, mortgage, pledge or other disposition 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 stating that the purpose, or one of the purposes, of such meeting is to consider the sale, lease, exchange, mortgage, pledge or other disposition of all, or substantially all, the property and assets of the corporation must be given to each member entitled to vote at such meeting, within the time and in the manner provided by this Act for the giving of notice of meetings of members. At such meeting, the members may authorize such sale, lease, exchange, mortgage, pledge or other disposition and may fix, or may authorize the board of directors to fix, any or all of the terms and conditions thereof and the consideration to be received by the corporation thereto. Such authorization requires at least a majority of the votes that members present at such meeting or represented by proxy are entitled to cast. After such authorization by a vote of members, the board of directors, nevertheless, in its discretion, may abandon such sale, lease, exchange, mortgage, pledge or other disposition of assets, subject to the rights of 3rd parties under any contracts relating thereto, without further action or approval by members. [PL 2001, c. 550, Pt. C, §22 (AMD); PL 2001, c. 550, Pt. C, §29 (AFF).] B. If there are no members, or no members entitled to vote thereon, a sale, lease, exchange, mortgage, pledge or other disposition of all, or substantially all, the property and assets of a corporation are authorized upon receiving the vote of a majority of the directors in office. [PL 2001, c. 550, Pt. C, §22 (AMD); PL 2001, c. 550, Pt. C, §29 (AFF).] C. If all members entitled to vote by the articles of incorporation authorize by written consent a sale, lease, exchange, mortgage, pledge or other disposition of all, or substantially all, the property and assets of a corporation, no resolution of the board of directors, approving, proposing, submitting, recommending or otherwise respecting such sale is necessary. [PL 1977, c. 525, §13 (NEW).] [PL 2001, c. 550, Pt. C, §22 (AMD); PL 2001, c. 550, Pt. C, §29 (AFF).]

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

3. Compliance with conversion law. If the proposed transaction constitutes a conversion transaction, as defined in Title 5, section 194‑B, subsection 2 , a public benefit corporation must comply with the provision of Title 5, sections 194‑C to 194‑H . [PL 2001, c. 550, Pt. C, §22 (NEW); PL 2001, c. 550, Pt. C, §29 (AFF).]
13-C M.R.S. § 808 — ME Code / Title 13-C / Chapter 8 / Section 808
13-C §808. Removal of directors by shareholders
Status: in_force

The shareholders may remove one or more directors with or without cause unless the corporation's articles of incorporation provide that directors may be removed only for cause. A director may be removed by the shareholders only at a meeting called for the purpose of removing that director and the meeting notice must state that the purpose, or one of the purposes, of the meeting is removal of the director. [PL 2001, c. 640, Pt. A, §2 (NEW); PL 2001, c. 640, Pt. B, §7 (AFF).]

1. Removal by voting group. If a director is elected by a voting group of shareholders, only the shareholders of that voting group may participate in the vote to remove that director. [PL 2001, c. 640, Pt. A, §2 (NEW); PL 2001, c. 640, Pt. B, §7 (AFF).]

2. Votes needed to remove. If cumulative voting is authorized, a director may not be removed if the number of votes sufficient to elect that director under cumulative voting is voted against the removal of that director. If cumulative voting is not authorized, a director may be removed only by the affirmative vote of at least 2/3 of the shares entitled to vote on the removal. The corporation's articles of incorporation may require a greater or lesser vote in order to remove directors but not less than a majority of votes cast, including, but not limited to, the necessity of a unanimous vote of shareholders or relevant voting group. [PL 2003, c. 344, Pt. B, §64 (AMD).]
13 M.R.S. § 911 — ME Code / Title 13 / Part 2 / Chapter 81 / Section 911
13 §911. 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 under this chapter and the corporation's articles of incorporation. [PL 2009, c. 56, §9 (NEW).]

2. Distinguishable name. Except as authorized by subsections 4 and 5 , 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 2009, c. 56, §9 (NEW).] B. Assumed, fictitious, reserved and registered name filings for all entities; and [PL 2009, c. 56, §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 2009, c. 56, §9 (NEW).] [PL 2009, c. 56, §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 2009, c. 56, §9 (NEW).] B. Inappropriately promotes abusive or unlawful activity; [PL 2009, c. 56, §9 (NEW).] C. Falsely suggests an association with public institutions; or [PL 2009, c. 56, §9 (NEW).] D. Violates any other provision of the laws of this State with respect to names. [PL 2009, c. 56, §9 (NEW).] [PL 2009, c. 56, §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 this chapter 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 2009, c. 56, §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 2009, c. 56, §9 (NEW).] [PL 2009, c. 56, §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 2009, c. 56, §9 (NEW).] B. Has been formed by reorganization of the other corporation; or [PL 2009, c. 56, §9 (NEW).] C. Has acquired all or substantially all of the assets, including the corporate name, of the other corporation. [PL 2009, c. 56, §9 (NEW).] [PL 2009, c. 56, §9 (NEW).]

6. Determining distinguishability. In determining whether names are distinguishable on the records, the Secretary of State shall disregard: 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 2009, c. 56, §9 (NEW).] B. The presence or absence of the words or symbols of the words "and" and "the"; and [PL 2009, c. 56, §9 (NEW).] C. The differences in the use of punctuation, capitalization or special characters. [PL 2009, c. 56, §9 (NEW).] [PL 2009, c. 56, §9 (NEW).]

7. Violations of this section. If a corporation has in other respects complied with this chapter and its articles of incorporation have been filed, subsequent discovery of a violation 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 2009, c. 56, §9 (NEW).]
13-C M.R.S. § 1008 — ME Code / Title 13-C / Chapter 10 / Section 1008
13-C §1008. Amendment pursuant to reorganization
Status: in_force

1. Court ordered reorganization. A corporation's articles of incorporation may be amended without action by the board of directors or shareholders to carry out a plan of reorganization ordered or decreed by a court of competent jurisdiction under the authority of a law of the United States. [PL 2001, c. 640, Pt. A, §2 (NEW); PL 2001, c. 640, Pt. B, §7 (AFF).]

2. Individual appointed by court. The individual or individuals designated by the court pursuant to subsection 1 shall deliver to the Secretary of State for filing articles of amendment setting forth: A. The name of the corporation; [PL 2001, c. 640, Pt. A, §2 (NEW); PL 2001, c. 640, Pt. B, §7 (AFF).] B. The text of each amendment approved by the court; [PL 2001, c. 640, Pt. A, §2 (NEW); PL 2001, c. 640, Pt. B, §7 (AFF).] C. The date of the court's order or decree approving the articles of amendment; [PL 2001, c. 640, Pt. A, §2 (NEW); PL 2001, c. 640, Pt. B, §7 (AFF).] D. The title of the reorganization proceeding in which the order or decree was entered; and [PL 2001, c. 640, Pt. A, §2 (NEW); PL 2001, c. 640, Pt. B, §7 (AFF).] E. A statement that the court had jurisdiction of the proceeding under federal statute. [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. Final decree. This section does not apply after entry of a final decree in the reorganization proceeding even though the court retains jurisdiction of the proceeding for limited purposes unrelated to consummation of the reorganization plan. [PL 2001, c. 640, Pt. A, §2 (NEW); PL 2001, c. 640, Pt. B, §7 (AFF).]
13 M.R.S. § 2692 — ME Code / Title 13 / Part 2 / Chapter 91 / Section 2692
13 §2692. Notice
Status: in_force

If the lands lie in one or more incorporated towns, a notice in writing shall be posted in some public place in each, and published in one of the newspapers of general circulation in the county where any part of them lies, 14 days before the meeting; or the meeting may be warned by posting written notifications in some public place in each town where any proprietor resides, 14 days before the time appointed therefor. [PL 1987, c. 667, §7 (AMD).]
13-C M.R.S. § 1020 — ME Code / Title 13-C / Chapter 10 / Section 1020
13-C §1020. Amendment by board of directors or shareholders
Status: in_force

1. Shareholders amend; repeal bylaws. A corporation's shareholders may amend or repeal the corporation's bylaws. [PL 2001, c. 640, Pt. A, §2 (NEW); PL 2001, c. 640, Pt. B, §7 (AFF).]

2. Board of directors amend bylaws. A corporation's board of directors may amend or repeal the corporation's bylaws, unless: A. The articles of incorporation or section 1021 reserve that power exclusively to the shareholders in whole or part; or [PL 2001, c. 640, Pt. A, §2 (NEW); PL 2001, c. 640, Pt. B, §7 (AFF).] B. Except as provided in section 206, subsection 4 , the shareholders in amending, repealing or adopting a bylaw expressly provide that the board of directors may not amend, repeal or reinstate that bylaw. [PL 2011, c. 274, §51 (AMD).] [PL 2011, c. 274, §51 (AMD).]
13-B M.R.S. § 901 — ME Code / Title 13-B / Chapter 9 / Section 901
13-B §901. Procedure for merger
Status: in_force

1. Domestic corporations may merge. Any 2 or more domestic corporations organized under this Act or under Title 13, chapter 81 may merge into one of such corporations pursuant to a plan of merger approved in the manner provided in this Act. [PL 2005, c. 531, §2 (AMD).]

2. Plan of merger. Each corporation shall adopt a plan of merger setting forth: A. The names of the corporations proposing to merge, and the name of the corporation into which they propose to merge, which is hereinafter designated as the surviving corporation; [PL 1977, c. 525, §13 (NEW).] B. The terms and conditions of the proposed merger; [PL 1977, c. 525, §13 (NEW).] C. A statement of any changes in the articles of incorporation of the surviving corporation to be effected by such merger; and [PL 1977, c. 525, §13 (NEW).] D. Such other provisions with respect to the proposed merger as are deemed necessary or desirable. [PL 1977, c. 525, §13 (NEW).] [PL 1977, c. 525, §13 (NEW).]
13-C M.R.S. § 1202 — ME Code / Title 13-C / Chapter 12 / Section 1202
13-C §1202. Shareholder approval of certain dispositions
Status: in_force

1. No significant continuing business activity. A sale, lease, exchange or other disposition of assets, other than a disposition described in section 1201 , requires approval of the corporation's shareholders if the disposition would leave the corporation without a significant continuing business activity. If a corporation retains a business activity that represented at least 25% of total assets at the end of the most recently completed fiscal year, and 25% of either income from continuing operations before taxes or revenues from continuing operations for that fiscal year, in each case of the corporation and its subsidiaries on a consolidated basis, the corporation has retained a significant continuing business activity. [PL 2001, c. 640, Pt. A, §2 (NEW); PL 2001, c. 640, Pt. B, §7 (AFF).]

2. Resolution authorizing disposition. A disposition that requires approval of the shareholders under subsection 1 must be initiated by a resolution by the corporation's board of directors authorizing the disposition. After adoption of such a resolution, the board of directors shall submit the proposed disposition to the shareholders for their approval. The board of directors shall also transmit to the shareholders a recommendation that the shareholders approve the proposed disposition, 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, §57 (NEW).] B. Section 827 applies. [PL 2011, c. 274, §57 (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, §57 (RPR).]

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

4. Meeting notice. If a disposition is required to be approved by the shareholders under subsection 1 and if the approval 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 disposition 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 disposition. The notice must contain a description of the disposition, including the terms and conditions of the disposition, and the consideration to be received by the corporation. [PL 2001, c. 640, Pt. A, §2 (NEW); PL 2001, c. 640, Pt. B, §7 (AFF).]

5. Majority approval of disposition. Unless the articles of incorporation or the corporation's board of directors, acting pursuant to subsection 3 , requires a greater vote, approval of a disposition requires the approval of the shareholders by a majority of all the votes entitled to be cast on the plan by the shareholders and, if any class or series is entitled to vote as a separate voting group on the disposition, the approval of each separate voting group by a majority of all the votes entitled to be cast on the disposition by that voting group. The articles of incorporation may provide that a disposition may be approved by a lesser vote of each voting group entitled to vote on the disposition, but in no case may a disposition be approved by 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 disposition by each voting group entitled to vote on the disposition. [PL 2003, c. 344, Pt. B, §105 (AMD).]

6. Disposition abandoned. After a disposition has been approved by the shareholders under subsection 2 and at any time before the disposition has been consummated, it may be abandoned by the corporation without action by the shareholders, subject to any contractual rights of other parties to the disposition. [PL 2001, c. 640, Pt. A, §2 (NEW); PL 2001, c. 640, Pt. B, §7 (AFF).]

7. Disposition by dissolution. A disposition of assets in the course of dissolution under chapter 14 is not governed by this section. [PL 2001, c. 640, Pt. A, §2 (NEW); PL 2001, c. 640, Pt. B, §7 (AFF).]

8. Consolidated subsidiary; assets. The assets of a direct or indirect consolidated subsidiary are deemed the assets of the parent corporation for the purposes of this section. [PL 2001, c. 640, Pt. A, §2 (NEW); PL 2001, c. 640, Pt. B, §7 (AFF).]

9. Consent of shareholders. A disposition that requires approval of the corporation's shareholders under subsection 1 may be authorized by written consent of the shareholders entitled to vote as provided in section 704 . If the disposition is approved by written consent of all shareholders, whether or not entitled to vote, a resolution of the corporation's board of directors approving, proposing, submitting, recommending or otherwise respecting the disposition is not necessary, and the shareholders of the corporation are not entitled to notice of or to dissent from the disposition. [PL 2003, c. 344, Pt. B, §105 (AMD).]
13 M.R.S. § 987 — ME Code / Title 13 / Part 2 / Chapter 81 / Section 987
13 §987. Applicability of Title 13-B
Status: in_force

A corporation or other entity created pursuant to this Title or regulated by this Title is subject to Title 5, section 194 and sections 194‑B to 194‑K if it is a public benefit corporation under Title 13‑B, section 1406 . [PL 2001, c. 550, Pt. C, §1 (NEW); PL 2001, c. 550, Pt. C, §29 (AFF).]
13 M.R.S. § 981 — ME Code / Title 13 / Part 2 / Chapter 81 / Section 981
13 §981. Charitable corporations, suits by or against
Status: in_force

A corporation organized for charitable or benevolent purposes may not sue any of its members for dues or contributions of any kind, or be sued by any member for any benefit or sum due to that member, but all such rights and benefits, dues and liabilities may be regulated and enforced only in accordance with its bylaws. [RR 2025, c. 1, Pt. E, §4 (COR).]
13-B M.R.S. § 1306 — ME Code / Title 13-B / Chapter 13 / Section 1306
13-B §1306. Short form certificate of change in corporate identity
Status: in_force

1. Secretary of State authorized to issue certificate. The Secretary of State is authorized to issue his certificate in such short form as is adopted by him: A. Of a change in the name of a domestic or foreign corporation, which change of name is reflected in articles of amendment which have been duly filed in his office. Such certificate shall state the new name of the corporation, its former name and such other information as the Secretary of State deems desirable; [PL 1977, c. 525, §13 (NEW).] B. Of the consolidation or merger of 2 or more corporations, domestic or foreign or both, which merger or consolidation is reflected in articles of merger or consolidation which have been duly filed in his office. Such certificate shall state the name of the new or surviving corporation, the names of the corporations participating in the merger or consolidation and such other information as the Secretary of State deems desirable. [PL 1977, c. 525, §13 (NEW).] [PL 1977, c. 525, §13 (NEW).]

2. Certificate recorded in registry of deeds. Any certificate issued pursuant to subsection 1 shall be accepted for recording, without acknowledgement, at any registry of deeds in the State. Such certificates shall be indexed and filed as are the items enumerated in Title 33, section 654 . The register of deeds shall receive a fee equal to that chargeable for a deed for recording such a certificate. [PL 1977, c. 525, §13 (NEW).]
13-B M.R.S. § 1210-A — ME Code / Title 13-B / Chapter 12 / Section 1210-A
13-B §1210-A. Grounds for revocation
Status: in_force

Notwithstanding Title 4, chapter 5 and Title 5, chapter 375 , the Secretary of State may commence a proceeding under section 1210‑B to revoke the authority of a foreign corporation authorized to carry on activities in this State if: [PL 2003, c. 631, §5 (NEW).]

1. Nonpayment of fees or penalties. The foreign corporation does not pay when they are due any fees or penalties imposed by this Act or other law; [PL 2003, c. 631, §5 (NEW).]

2. Failure to file annual report. The foreign corporation does not deliver its annual report to the Secretary of State as required by section 1301 ; [PL 2003, c. 631, §5 (NEW).]

3. Failure to pay late filing penalty. The foreign corporation does not pay the annual report late filing penalty as required by section 1302 ; [PL 2003, c. 631, §5 (NEW).]

4. Failure to maintain registered agent. The foreign corporation is without a registered agent in this State as required by Title 5, section 105, subsection 1 ; [PL 2007, c. 323, Pt. B, §18 (AMD); PL 2007, c. 323, Pt. G, §4 (AFF).]

5. Failure to notify of change of registered agent or address. The foreign corporation does not notify the Secretary of State that its registered agent has changed as required by Title 5, section 108, subsection 1 or the address of its registered agent has been changed as required by Title 5, section 109 or 110 or that its registered agent has resigned as required by Title 5, section 111 ; [PL 2007, c. 323, Pt. B, §19 (AMD); PL 2007, c. 323, Pt. G, §4 (AFF).]

6. Filing of false information. An incorporator, director, officer or agent of the foreign corporation signed a document with the knowledge that the document was false in a material respect and with the intent that the document be delivered to the Secretary of State for filing; or [PL 2003, c. 631, §5 (NEW).]

7. Authenticated certificate of dissolution or merger. The Secretary of State receives a duly authenticated certificate from the secretary of state or other official having custody of corporate records in the state or country under whose law the foreign corporation is incorporated stating that the foreign corporation has been dissolved or has disappeared as the result of a merger. [PL 2003, c. 631, §5 (NEW).]
13-C M.R.S. § 1326 — ME Code / Title 13-C / Chapter 13 / Section 1326
13-C §1326. After-acquired shares
Status: in_force

1. Withhold payment. A corporation may elect to withhold payment required by section 1325 from any shareholder who did not certify that beneficial ownership of all of the shareholder's shares for which appraisal rights are asserted was acquired before the date set forth in the appraisal notice sent pursuant to section 1323, subsection 2, paragraph A . [PL 2001, c. 640, Pt. A, §2 (NEW); PL 2001, c. 640, Pt. B, §7 (AFF).]

2. Notify shareholders. If a corporation elected to withhold payment under subsection 1 , the corporation shall, within 30 days after the date by which the corporation must receive the form is given as required by section 1323, subsection 2, paragraph B , subparagraph (2) is due, notify all shareholders who are described in subsection 1 : A. Of the information required by section 1325, subsection 2, paragraph A ; [PL 2001, c. 640, Pt. A, §2 (NEW); PL 2001, c. 640, Pt. B, §7 (AFF).] B. Of the corporation's estimate of fair value pursuant to section 1325, subsection 2, paragraph B ; [PL 2001, c. 640, Pt. A, §2 (NEW); PL 2001, c. 640, Pt. B, §7 (AFF).] C. That the shareholders may accept the corporation's estimate of fair value, plus interest, in full satisfaction of their demands or demand appraisal under section 1327 ; [PL 2001, c. 640, Pt. A, §2 (NEW); PL 2001, c. 640, Pt. B, §7 (AFF).] D. That those shareholders who wish to accept the offer pursuant to paragraph B must notify the corporation of their acceptance of the corporation's offer within 30 days after receiving the offer pursuant to paragraph B ; and [PL 2001, c. 640, Pt. A, §2 (NEW); PL 2001, c. 640, Pt. B, §7 (AFF).] E. That those shareholders who do not satisfy the requirements for demanding appraisal under section 1327 are deemed to have accepted the corporation's offer pursuant to paragraph B . [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. Shareholders who accept offer. Within 10 days after receiving the shareholder's acceptance pursuant to subsection 2 , a corporation must pay in cash the amount it offered under subsection 2, paragraph B to each shareholder who agreed to accept the corporation's offer in full satisfaction of the shareholder's demand. [PL 2001, c. 640, Pt. A, §2 (NEW); PL 2001, c. 640, Pt. B, §7 (AFF).]

4. Shareholders deemed to accept offer; payment. Within 40 days after sending the notice described in subsection 2 , a corporation shall pay in cash the amount the corporation offered to pay under subsection 2, paragraph B to each shareholder described in subsection 2, paragraph E . [PL 2001, c. 640, Pt. A, §2 (NEW); PL 2001, c. 640, Pt. B, §7 (AFF).]
13-C M.R.S. § 141 — ME Code / Title 13-C / Chapter 1 / Section 141
13-C §141. Powers
Status: in_force

The Secretary of State has the power reasonably necessary to perform the duties required of the Secretary of State by this Act, including the power to make rules not inconsistent with this Act. Rules adopted pursuant to this Act are routine technical rules as defined in Title 5, chapter 375, subchapter II‑A . [PL 2001, c. 640, Pt. A, §2 (NEW); PL 2001, c. 640, Pt. B, §7 (AFF).]
13-B M.R.S. § 1108 — ME Code / Title 13-B / Chapter 11 / Section 1108
13-B §1108. Discontinuance of liquidation proceedings
Status: in_force

The liquidation of the assets and activities of a corporation may be discontinued at any time during the liquidation proceedings when it is established that cause for liquidation no longer exists. In such event, the court shall dismiss the proceedings and direct the receiver to redeliver to the corporation all its remaining property and assets. [PL 1977, c. 525, §13 (NEW).]
13 M.R.S. § 2811 — ME Code / Title 13 / Part 2 / Chapter 91 / Section 2811
13 §2811. Prosecution and defense of actions
Status: in_force

The proprietors may prosecute and defend civil actions by their agent, and the certificate of the proprietors' clerk is evidence of such agency.
13-C M.R.S. § 756 — ME Code / Title 13-C / Chapter 7 / Section 756
13-C §756. Discontinuance or settlement
Status: in_force

A derivative proceeding may not be discontinued or settled without the court's approval. If the court determines that a proposed discontinuance or settlement will substantially affect the interests of the corporation's shareholders or a class of shareholders, the court shall direct that notice be given to the shareholders affected. [PL 2001, c. 640, Pt. A, §2 (NEW); PL 2001, c. 640, Pt. B, §7 (AFF).]
13-B M.R.S. § 1404 — ME Code / Title 13-B / Chapter 14 / Section 1404
13-B §1404. Access to Secretary of State's database
Status: in_force

The Secretary of State may provide public access to the database of the Department of the Secretary of State through a dial-in modem, public terminals and electronic duplicates of the database. If access to the database is provided to the public, the Secretary of State may promulgate rules in accordance with the Maine Administrative Procedure Act to establish a fee schedule and governing procedures. [PL 1991, c. 465, §34 (NEW).]
13 M.R.S. § 1954 — ME Code / Title 13 / Part 2 / Chapter 85 / Section 1954
13 §1954. Short title
Status: in_force

Article 6 shall be known and may be cited as the "Maine Agricultural Marketing and Bargaining Act of 1973." [PL 1973, c. 621, §1 (NEW).]
13 M.R.S. § 763 — ME Code / Title 13 / Part 1 / Chapter 22-A / Section 763
13 §763. Judicial dissolution
Status: in_force

The Attorney General may commence a proceeding under Title 13‑C, sections 1430 to 1433 to dissolve a professional corporation if: [PL 2001, c. 640, Pt. B, §2 (NEW); PL 2001, c. 640, Pt. B, §7 (AFF).]

1. Service of notice of violation. The Secretary of State serves written notice on the professional corporation under Title 5, section 113 that it has violated or is violating a provision or provisions of this Act; [PL 2007, c. 323, Pt. G, §1 (AMD); PL 2007, c. 323, Pt. G, §4 (AFF).]

2. Failure to correct. The professional corporation does not correct each alleged violation or demonstrate to the reasonable satisfaction of the Secretary of State that the violation or violations did not occur, within 60 days after service of the notice is perfected under Title 5, section 113 ; and [PL 2007, c. 323, Pt. G, §2 (AMD); PL 2007, c. 323, Pt. G, §4 (AFF).]

3. Certify. The Secretary of State certifies to the Attorney General a description of the violation or violations, that it notified the professional corporation of the violation or violations and that the corporation did not correct the violation or violations or demonstrate that the violation or violations did not occur, within 60 days after perfection of service of the notice. [PL 2001, c. 640, Pt. B, §2 (NEW); PL 2001, c. 640, Pt. B, §7 (AFF).]
13-B M.R.S. § 105 — ME Code / Title 13-B / Chapter 1 / Section 105
13-B §105. Verification of documents
Status: in_force

1. Oath not required. Unless required by some other law, no document required or permitted to be filed under any provision of this Act need be under oath or acknowledged. [PL 1977, c. 525, §13 (NEW).]

2. Signature is verification. The signature of any person on a document required or permitted to be filed under any provisions of this Act constitutes that person's representation that: A. He has read and understood the meaning and purport of the statements contained in the document; [PL 1977, c. 525, §13 (NEW).] B. Such statements are true, either by personal knowledge or according to his information and belief; and [PL 1977, c. 525, §13 (NEW).] C. If he signed in a representative capacity or as a corporate officer, that he had the authority so to sign. If any of the above representations is false, the person who signed the document shall be liable as specified in section 1303 . [PL 1977, c. 525, §13 (NEW).] [PL 1977, c. 525, §13 (NEW).]
13-C M.R.S. § 1803 — ME Code / Title 13-C / Chapter 18 / Section 1803
13-C §1803. Incorporation of benefit corporation
Status: in_force

A benefit corporation must be incorporated in accordance with chapter 2 , and its articles of incorporation must state that it is a benefit corporation. [PL 2019, c. 328, §1 (NEW).]
13 M.R.S. § 772 — ME Code / Title 13 / Part 1 / Chapter 22-A / Section 772
13 §772. Application for authority to transact business
Status: in_force

The application of a foreign professional corporation for authority to render professional services in this State must contain the information set forth in Title 13-C, section 1503 and in addition include a statement that all of its shareholders, not less than a majority of its directors and all of its officers other than its clerk, secretary and treasurer, if any, are licensed in one or more states to render a professional service described in its articles of incorporation. [PL 2001, c. 640, Pt. B, §2 (NEW); PL 2001, c. 640, Pt. B, §7 (AFF).]
13 M.R.S. § 2003 — ME Code / Title 13 / Part 2 / Chapter 87 / Section 2003
13 §2003. Definitions
Status: in_force

As used in this chapter:

1. Association. "Association" means any corporation organized under this chapter.

2. Fishery products. "Fishery products" includes fish, crustaceans, mollusks and marine products for human consumption.

3. Member. "Member" includes members of associations without capital stock and holders of common stock in associations organized with shares of stock.
13 M.R.S. § 5108 — ME Code / Title 13 / Part 2 / Chapter 99 / Section 5108
13 §5108. Application to existing institutional funds
Status: in_force

This chapter applies to institutional funds existing on or established after July 1, 2009. As applied to institutional funds existing on July 1, 2009, this chapter governs only decisions made or actions taken on or after that date. [PL 2009, c. 450, §2 (NEW); PL 2009, c. 450, §3 (AFF).]
13 M.R.S. § 2001 — ME Code / Title 13 / Part 2 / Chapter 87 / Section 2001
13 §2001. Short title
Status: in_force

This chapter shall be known as the "Fish Marketing Act".
13 M.R.S. § 1101-A — ME Code / Title 13 / Part 2 / Chapter 83 / Section 1101-A
13 §1101-A. Definition
Status: in_force

As used in this article, unless the context otherwise indicates, the following terms have the following meanings. [PL 2003, c. 421, §1 (AMD).]

1. Ancient burying ground. "Ancient burying ground" means a cemetery established before 1880 in which burial is restricted to: A. Members of the family or families that established the cemetery, their descendants or others as chosen by the members of the family or families that established the cemetery; or [PL 2019, c. 561, §2 (NEW).] B. Persons or a group of persons as specified by the persons or group of persons that established the cemetery. [PL 2019, c. 561, §2 (NEW).] The existence of an ancient burying ground may be established in accordance with section 1101‑B, subsection 3 . [PL 2019, c. 561, §2 (RPR).]

2. Columbarium. "Columbarium" means a structure or room or space in a mausoleum or other building containing niches or recesses for disposition of cremated human remains or human remains that have been subjected to natural organic reduction. [PL 2023, c. 676, §4 (AMD).]

3. Community mausoleum. "Community mausoleum" means an aboveground structure designed for entombment of human remains of the general public, as opposed to the entombment of the remains of family members in a privately owned, family mausoleum of no more than 6 crypts. [PL 2003, c. 421, §1 (NEW).]

4. Public burying ground. "Public burying ground" means a burying ground or cemetery in which any person may be buried without regard to religious or other affiliation and includes a cemetery owned and operated by a municipality, a cemetery corporation or a cemetery association. [PL 2013, c. 524, §2 (NEW).]
13 M.R.S. § 2905 — ME Code / Title 13 / Part 2 / Chapter 93 / Section 2905
13 §2905. No meeting for 3 years
Status: in_force

When there has been no meeting of an incorporated parish or society for 3 years, a meeting may be called as provided in section 3110 .
13-B M.R.S. § 1111 — ME Code / Title 13-B / Chapter 11 / Section 1111
13-B §1111. Survival of remedy after dissolution; liquidating trustees
Status: in_force

1. Survival of remedy. The dissolution of a corporation, either by the filing by the Secretary of State of the articles of dissolution or by a decree of court, shall not take away or impair any remedy available to or against such corporation, its directors, officers or members for any right or claim existing, or any liability incurred, prior to such dissolution if action or other proceeding thereon is commenced within 2 years after the date of such dissolution. Any such action or proceeding by or against the corporation may be prosecuted or defended by the corporation in its corporate name. The members, directors and officers shall have power to take such corporate or other action as shall be appropriate to protect such remedy, right or claim. [PL 1977, c. 525, §13 (NEW).]

2. Liquidating trustees. After dissolution of a corporation, the directors as of the date of dissolution, or the survivors of such directors, shall be deemed liquidating trustees of the corporation with authority to take all action necessary or appropriate to dispose of any undistributed property of the corporation. [PL 1977, c. 525, §13 (NEW).]
13-C M.R.S. § 1405 — ME Code / Title 13-C / Chapter 14 / Section 1405
13-C §1405. Revocation of dissolution
Status: in_force

1. Revoke dissolution. A corporation may revoke its dissolution within 120 days of its effective date. [PL 2001, c. 640, Pt. A, §2 (NEW); PL 2001, c. 640, Pt. B, §7 (AFF).]

2. Authorization of revocation. Revocation of dissolution must be authorized in the same manner as the dissolution was authorized under this subchapter unless that authorization permitted revocation by action of the corporation's board of directors alone, in which event the board of directors may revoke the dissolution without shareholder action. [PL 2001, c. 640, Pt. A, §2 (NEW); PL 2001, c. 640, Pt. B, §7 (AFF).]

3. Articles of revocation of dissolution. After the revocation of dissolution is authorized, a corporation may revoke the dissolution by delivering to the Secretary of State for filing articles of revocation of dissolution that set forth: A. The name of the corporation; [PL 2001, c. 640, Pt. A, §2 (NEW); PL 2001, c. 640, Pt. B, §7 (AFF).] B. The effective date of the dissolution that was revoked; [PL 2001, c. 640, Pt. A, §2 (NEW); PL 2001, c. 640, Pt. B, §7 (AFF).] C. The date that the revocation of dissolution was authorized; [PL 2001, c. 640, Pt. A, §2 (NEW); PL 2001, c. 640, Pt. B, §7 (AFF).] D. If the corporation's board of directors or incorporators revoked the dissolution, a statement to that effect; [PL 2001, c. 640, Pt. A, §2 (NEW); PL 2001, c. 640, Pt. B, §7 (AFF).] E. If the corporation's board of directors revoked a dissolution authorized by the shareholders, a statement that revocation was permitted by action of the board of directors alone pursuant to that authorization; and [PL 2001, c. 640, Pt. A, §2 (NEW); PL 2001, c. 640, Pt. B, §7 (AFF).] F. If shareholder action was required to revoke the dissolution, the information required by section 1404, subsection 1, paragraph C . [PL 2001, c. 640, Pt. A, §2 (NEW); PL 2001, c. 640, Pt. B, §7 (AFF).] [PL 2003, c. 344, Pt. B, §113 (AMD).]

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

5. Resume business. When the revocation of dissolution is effective, it relates back to and takes effect as of the effective date of the dissolution, and the corporation resumes business as if dissolution had not occurred. [PL 2001, c. 640, Pt. A, §2 (NEW); PL 2001, c. 640, Pt. B, §7 (AFF).]
13 M.R.S. § 751 — ME Code / Title 13 / Part 1 / Chapter 22-A / Section 751
13 §751. Directors and officers
Status: in_force

Not less than a majority of the directors of a professional corporation and all of its officers, except the clerk, secretary and treasurer, if any, must be qualified persons with respect to the corporation. [PL 2001, c. 640, Pt. B, §2 (NEW); PL 2001, c. 640, Pt. B, §7 (AFF).]
13-C M.R.S. § 844 — ME Code / Title 13-C / Chapter 8 / Section 844
13-C §844. Resignation and removal of officers
Status: in_force

1. Resignation. An officer may resign at any time by delivering notice to the corporation. A resignation is effective when the notice is delivered unless the notice specifies a later effective time. If a resignation is made effective at a later time, including, but not limited to, the time at which some specified future event occurs and the corporation's board of directors or the appointing officer accepts the future effective time, the corporation's board of directors or the appointing officer may fill the pending vacancy before the effective time if the corporation's board of directors or the appointing officer provides that the successor does not take office until the effective time. [PL 2001, c. 640, Pt. A, §2 (NEW); PL 2001, c. 640, Pt. B, §7 (AFF).]

2. Removal from office. An officer may be removed at any time with or without cause by: A. The corporation's board of directors; [PL 2001, c. 640, Pt. A, §2 (NEW); PL 2001, c. 640, Pt. B, §7 (AFF).] B. The officer who appointed that officer, unless the bylaws or the corporation's board of directors provides otherwise; or [PL 2001, c. 640, Pt. A, §2 (NEW); PL 2001, c. 640, Pt. B, §7 (AFF).] C. Any other officer if authorized by the bylaws or the corporation's board of 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. Appointing officer defined. As used in this section, "appointing officer" means the officer, including any successor to that officer, who appointed the officer resigning or being removed. [PL 2001, c. 640, Pt. A, §2 (NEW); PL 2001, c. 640, Pt. B, §7 (AFF).]
13-C M.R.S. § 1001 — ME Code / Title 13-C / Chapter 10 / Section 1001
13-C §1001. Authority to amend
Status: in_force

1. Generally. A corporation may amend its articles of incorporation at any time to add or change a provision that, as of the effective date of the amendment, is required or permitted in the articles of incorporation or to delete a provision that is not required to be contained in the articles of incorporation. [PL 2001, c. 640, Pt. A, §2 (NEW); PL 2001, c. 640, Pt. B, §7 (AFF).]

2. No vested property right. A shareholder of a corporation does not have a vested property right resulting from any provision in the articles of incorporation, including provisions relating to management, control, capital structure, dividend entitlement or purpose or duration of the corporation. [PL 2001, c. 640, Pt. A, §2 (NEW); PL 2001, c. 640, Pt. B, §7 (AFF).]

3. Organized under special Act. If a corporation was organized under a special Act of the Legislature, the corporation may amend its articles of incorporation only if: A. The corporation could now be organized under this Act; or [PL 2001, c. 640, Pt. A, §2 (NEW); PL 2001, c. 640, Pt. B, §7 (AFF).] B. The proposed amendment would not be materially inconsistent with the special Act creating 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).]
13-C M.R.S. § 1104 — ME Code / Title 13-C / Chapter 11 / Section 1104
13-C §1104. Action on plan of merger or share exchange
Status: in_force

In the case of a domestic corporation that is a party to a merger or share exchange under this chapter: [PL 2001, c. 640, Pt. A, §2 (NEW); PL 2001, c. 640, Pt. B, §7 (AFF).]

1. Plan adopted by board of directors. The plan of merger or share exchange 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 approve plan. Except as provided in subsection 7 and in section 1105 , after adopting the plan of merger or share exchange, the corporation's board of directors shall submit the plan to the shareholders for their approval. The board of directors also shall 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 that recommendation; or [PL 2011, c. 274, §52 (NEW).] B. Section 827 applies. [PL 2011, c. 274, §52 (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, §52 (RPR).]

3. Conditional submission of plan. The corporation's board of directors may condition its submission of the plan of merger or share exchange 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 plan of merger or share exchange is required to be approved by the shareholders and if the approval is to be given at a meeting of shareholders, the corporation shall notify each shareholder, whether or not entitled to vote, of the meeting of shareholders at which the plan 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. If the corporation is to be merged into an existing corporation or eligible entity, the notice also must include or be accompanied by a copy or summary of the articles of incorporation or organizational documents of that corporation or eligible entity. If the corporation is to be merged into a corporation or eligible entity that is to be created pursuant to the merger, the notice also must include or be accompanied by a copy or a summary of the articles of incorporation or organizational documents of the new corporation or eligible entity; [PL 2003, c. 631, §22 (AMD).]

5. Majority vote. Unless the corporation's articles of incorporation, or the corporation's board of directors acting pursuant to subsection 3 , require a greater vote, approval of the plan of merger or share exchange requires the approval of the shareholders by a majority of all the votes entitled to be cast on the plan by that voting group and, if any class or series is entitled to vote as a separate voting group on the plan, the approval of each separate voting group by a majority of all the votes entitled to be cast on the plan by that voting group. The corporation's articles of incorporation may provide that a plan of merger or share exchange 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 group is required: A. On a plan of merger by each class or series of shares that: (1) Are to be converted under the plan of merger into shares or other securities, eligible interests, obligations, rights to acquire shares, other securities or eligible interests, cash or other property or any combination thereof; or (2) Is entitled to vote as a separate group on a provision in the plan that constitutes a proposed amendment to articles of incorporation of a surviving corporation that requires action by separate voting groups under section 1004 ; [PL 2011, c. 274, §53 (AMD).] B. On a plan of share exchange by each class or series of shares included in the exchange, with each class or series constituting a separate voting group; and [PL 2001, c. 640, Pt. A, §2 (NEW); PL 2001, c. 640, Pt. B, §7 (AFF).] C. On a plan of merger or share exchange if a voting group is entitled under the articles of incorporation to vote as a voting group to approve a plan of merger or share exchange; [PL 2001, c. 640, Pt. A, §2 (NEW); PL 2001, c. 640, Pt. B, §7 (AFF).] [PL 2011, c. 274, §53 (AMD).]

6-A. Limitations on separate voting groups. The corporation's articles of incorporation may expressly limit or eliminate the separate voting rights provided in subsection 6, paragraph A , subparagraph (1) and subsection 6, paragraph B as to any class or series of shares, except for a transaction that: A. Includes what is or would be, if the corporation were the surviving corporation, an amendment subject to subsection 6, paragraph A , subparagraph (2); and [PL 2011, c. 274, §54 (NEW).] B. Will effect no significant change in the assets of the resulting entity, including all parents and subsidiaries on a consolidated basis. [PL 2011, c. 274, §54 (NEW).] [PL 2011, c. 274, §54 (NEW).]

7. Approval not required. Unless the corporation's articles of incorporation otherwise provide, approval by the corporation's shareholders of a plan of merger or share exchange is not required if: A. The corporation will survive the merger or is the acquiring corporation in a share exchange; [PL 2001, c. 640, Pt. A, §2 (NEW); PL 2001, c. 640, Pt. B, §7 (AFF).] B. The corporation's articles of incorporation will not be changed, except for amendments permitted by section 1005 ; [PL 2001, c. 640, Pt. A, §2 (NEW); PL 2001, c. 640, Pt. B, §7 (AFF).] C. Each shareholder of the corporation whose shares are outstanding immediately before the effective date of the merger or share exchange will hold the same number of shares, with identical preferences, limitations and relative rights, immediately after the effective date of the change; [PL 2001, c. 640, Pt. A, §2 (NEW); PL 2001, c. 640, Pt. B, §7 (AFF).] D. The number of voting shares outstanding immediately after the merger plus the number of voting shares issuable as a result of the merger, either by the conversion of securities issued pursuant to the merger or the exercise of rights and warrants issued pursuant to the merger, will not exceed by more than 20% the total number of voting shares of the surviving corporation outstanding immediately before the merger; and [PL 2001, c. 640, Pt. A, §2 (NEW); PL 2001, c. 640, Pt. B, §7 (AFF).] E. The number of participating shares outstanding immediately after the merger plus the number of participating shares issuable as a result of the merger, either by the conversion of securities issued pursuant to the merger or the exercise of rights and warrants issued pursuant to the merger, will not exceed by more than 20% the total number of participating shares outstanding immediately before the merger. [PL 2001, c. 640, Pt. A, §2 (NEW); PL 2001, c. 640, Pt. B, §7 (AFF).] For the purposes of this subsection, "participating shares" means shares that entitle their holders to participate without limitation in distributions, and "voting shares" means shares that entitle their holders to vote unconditionally in elections of directors; [PL 2001, c. 640, Pt. A, §2 (NEW); PL 2001, c. 640, Pt. B, §7 (AFF).]

8. Personal liability; written consent. If as a result of a merger or share exchange one or more shareholders of a domestic corporation would become subject to owner liability for the debts, obligations or liabilities of any other person or entity, approval of the plan of merger or share exchange must require the execution by each such shareholder of a separate written consent to become subject to that owner liability; [PL 2001, c. 640, Pt. A, §2 (NEW); PL 2001, c. 640, Pt. B, §7 (AFF).]

9. Participating corporation. A corporation organized under any special act of the Legislature of this State may be a participating corporation in a merger or share exchange unless the act authorizing the creation of the corporation provides to the contrary; and [PL 2001, c. 640, Pt. A, §2 (NEW); PL 2001, c. 640, Pt. B, §7 (AFF).]

10. Consent of shareholders. A plan of merger or share exchange may be approved for a participating corporation by written consent of shareholders entitled to vote as provided in section 704 . If the plan of merger or share exchange 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 merger or share exchange is not necessary and shareholders of the participating corporation are not entitled to receive notice of or to dissent from the plan of merger or share exchange. [PL 2003, c. 344, Pt. B, §100 (AMD).]
13-C M.R.S. § 1401 — ME Code / Title 13-C / Chapter 14 / Section 1401
13-C §1401. Dissolution by incorporators or initial directors
Status: in_force

A majority of the incorporators or initial directors of a corporation that has not issued shares or has not commenced business may dissolve the corporation by delivering to the Secretary of State for filing articles of dissolution that set forth: [PL 2001, c. 640, Pt. A, §2 (NEW); PL 2001, c. 640, Pt. B, §7 (AFF).]

1. Name. The name of the corporation; [PL 2001, c. 640, Pt. A, §2 (NEW); PL 2001, c. 640, Pt. B, §7 (AFF).]

2. Date. The date of incorporation; [PL 2001, c. 640, Pt. A, §2 (NEW); PL 2001, c. 640, Pt. B, §7 (AFF).]

3. Shares. That none of the corporation's shares have been issued or that the corporation has not commenced business; [PL 2001, c. 640, Pt. A, §2 (NEW); PL 2001, c. 640, Pt. B, §7 (AFF).]

4. Debt. That no debt of the corporation remains unpaid, including the filing of the annual report as required by section 1621 ; [PL 2003, c. 344, Pt. B, §108 (AMD).]

5. Net assets. That, if shares were issued, the net assets of the corporation remaining after winding up have been distributed to the shareholders; [PL 2003, c. 344, Pt. B, §108 (AMD).]

6. Authorization of dissolution. That a majority of the incorporators or initial directors authorized the dissolution; [PL 2003, c. 344, Pt. B, §108 (AMD).]

7. Date authorized. The date dissolution was authorized; and [PL 2003, c. 344, Pt. B, §109 (NEW).]

8. Effective date. The effective date of the dissolution. A corporation is dissolved upon the effective date of its articles of dissolution. [PL 2003, c. 344, Pt. B, §109 (NEW).]
13-C M.R.S. § 143 — ME Code / Title 13-C / Chapter 1 / Section 143
13-C §143. Publications
Status: in_force

1. Informational publications. The Secretary of State may establish by rule a fee schedule to cover the cost of printing and distribution of publications and to set forth the procedures for the sale of these publications. Rules adopted pursuant to this subsection are routine technical rules as defined in Title 5, chapter 375, subchapter 2-A . [PL 2003, c. 344, Pt. B, §40 (NEW).]

2. Funds; fees deposited. All fees collected pursuant to this section must be deposited in a fund for use by the Secretary of State for the purpose of replacing and updating publications offered in accordance with this Title and for funding new publications. [PL 2003, c. 344, Pt. B, §40 (NEW).]
13 M.R.S. § 2191 — ME Code / Title 13 / Part 2 / Chapter 87 / Section 2191
13 §2191. Payment; common; ownership limitations
Status: in_force

No association shall issue a certificate for stock to a member until it has been fully paid for. The promissory notes of the members may be accepted by the association as full or partial payment. The association shall hold the stock as security for the payment of the note, but such retention as security shall not affect the member's right to vote. An association, in its bylaws, may limit the amount of common stock which one member may own.
13 M.R.S. § 2943 — ME Code / Title 13 / Part 2 / Chapter 93 / Section 2943
13 §2943. Payment of tax by sale of pews
Status: in_force

When taxes on pews and seats remain unpaid for 6 months after their assessment, the treasurer shall sell them at auction, first posting notice thereof at the principal outer door of such house of worship, 3 weeks before the time of sale, stating the numbers, if any, of the pews or seats and the amount of tax on each; and shall execute and deliver a deed thereof to the purchaser, and pay to the owner the overplus, after deducting the amount of tax and incidental charges.
13 M.R.S. § 2731 — ME Code / Title 13 / Part 2 / Chapter 91 / Section 2731
13 §2731. Officers; future meetings
Status: in_force

At such meeting, such proprietors as assembled in person or by attorney may organize into a corporation, if not already so organized, choose a moderator, clerk, treasurer, assessors, collector of taxes, committees and other needful officers; and may by vote decide upon the manner of calling and notifying future meetings.
13 M.R.S. § 2942 — ME Code / Title 13 / Part 2 / Chapter 93 / Section 2942
13 §2942. Assessment on pews
Status: in_force

When a house of public worship belongs to a parish, or it and the fee of the land on which it stands is vested in trustees for the use of a parish, such parish may assess any money raised wholly or partly, on the pews or seats, whether owned by members of such parish or religious society or not; and the owners may be present and vote in raising such money.
13 M.R.S. § 1224 — ME Code / Title 13 / Part 2 / Chapter 83 / Section 1224
13 §1224. Recording of acceptance
Status: in_force

A copy of the record of the vote of the trustee so accepting a conveyance of lands shall be indorsed on the conveyance and certified thereon by the clerk of the grantee and recorded in the registry of deeds with the conveyance.
13 M.R.S. § 42 — ME Code / Title 13 / Part 1 / Chapter 3 / Section 42
13 §42. Capital stock; record of owners
Status: in_force

The capital of corporations incorporated by special Act of the Legislature must be fixed and divided into shares. The names of the owners and the number of shares owned by each must be entered of record at the first meeting. The capital may be subsequently increased as provided in Title 13-C, chapter 10 , by an appropriate amendment to its articles of incorporation. [RR 2001, c. 2, Pt. B, §25 (COR); RR 2001, c. 2, Pt. B, §58 (AFF).]
13 M.R.S. § 1385 — ME Code / Title 13 / Part 2 / Chapter 83 / Section 1385
13 §1385. Resale of unoccupied interment spaces
Status: in_force

A person, association, corporation or municipality having ownership or management of a cemetery, and which has acquired the right to use unoccupied interment spaces under section 1381 , may sell the unoccupied interment spaces and convey the rights to those spaces. The proceeds from the sale of the unoccupied interment spaces shall be applied solely to the cemetery permanent care and improvement fund for the permanent care and maintenance of the cemetery lot containing the unoccupied interment spaces sold. [PL 1987, c. 579 (NEW).]
13-C M.R.S. § 1406 — ME Code / Title 13-C / Chapter 14 / Section 1406
13-C §1406. Effect of dissolution
Status: in_force

1. Extension of corporate existence. A dissolved corporation continues its corporate existence but may not carry on any business except that which is appropriate to wind up and liquidate its business and affairs, including: A. Collecting the corporation's assets; [PL 2001, c. 640, Pt. A, §2 (NEW); PL 2001, c. 640, Pt. B, §7 (AFF).] B. Disposing of properties that will not be distributed in kind to shareholders; [PL 2001, c. 640, Pt. A, §2 (NEW); PL 2001, c. 640, Pt. B, §7 (AFF).] C. Discharging or making provision for discharging its liabilities; [PL 2001, c. 640, Pt. A, §2 (NEW); PL 2001, c. 640, Pt. B, §7 (AFF).] D. Distributing remaining property among shareholders according to their interests; and [PL 2001, c. 640, Pt. A, §2 (NEW); PL 2001, c. 640, Pt. B, §7 (AFF).] E. Doing every other act necessary to wind up and liquidate its business and affairs. [PL 2001, c. 640, Pt. A, §2 (NEW); PL 2001, c. 640, Pt. B, §7 (AFF).] [PL 2007, c. 289, §42 (AMD).]

2. Dissolution; exclusions. Dissolution of a corporation does not: A. Transfer title to the corporation's property; [PL 2001, c. 640, Pt. A, §2 (NEW); PL 2001, c. 640, Pt. B, §7 (AFF).] B. Prevent transfer of its shares or securities, although the authorization to dissolve may provide for closing the corporation's share transfer records; [PL 2001, c. 640, Pt. A, §2 (NEW); PL 2001, c. 640, Pt. B, §7 (AFF).] C. Subject the corporation's directors or officers to standards of conduct different from those prescribed in chapter 8 ; [PL 2001, c. 640, Pt. A, §2 (NEW); PL 2001, c. 640, Pt. B, §7 (AFF).] D. Change quorum or voting requirements for the board of directors or shareholders; change provisions for selection, resignation or removal of the directors or officers or both; or change provisions for amending its bylaws; [PL 2001, c. 640, Pt. A, §2 (NEW); PL 2001, c. 640, Pt. B, §7 (AFF).] E. Prevent commencement of a proceeding by or against the corporation in its corporate name; [PL 2001, c. 640, Pt. A, §2 (NEW); PL 2001, c. 640, Pt. B, §7 (AFF).] F. Abate or suspend a proceeding pending by or against the corporation on the effective date of dissolution; or [PL 2001, c. 640, Pt. A, §2 (NEW); PL 2001, c. 640, Pt. B, §7 (AFF).] G. Terminate the authority of the clerk of the corporation. [PL 2001, c. 640, Pt. A, §2 (NEW); PL 2001, c. 640, Pt. B, §7 (AFF).] [PL 2001, c. 640, Pt. A, §2 (NEW); PL 2001, c. 640, Pt. B, §7 (AFF).]

3. Abatement of action. [PL 2007, c. 289, §42 (RP).]

4. Transfer of property. Those shareholders of the corporation and their successors in interest who, collectively, represent a majority of the voting power of the corporation are empowered to act as liquidating trustees to take all actions necessary or appropriate to distribute or dispose of any undistributed property of the corporation if: A. There are no officers authorized to act on a matter for a dissolved corporation; [PL 2007, c. 289, §42 (NEW).] B. There are no directors of the corporation; or [PL 2007, c. 289, §42 (NEW).] C. The directors are unable to act on the matter on behalf of the corporation. [PL 2007, c. 289, §42 (NEW).] [PL 2007, c. 289, §42 (NEW).]
13 M.R.S. § 3166 — ME Code / Title 13 / Part 2 / Chapter 93 / Section 3166
13 §3166. Trustees may hold for use of ministry and schools
Status: in_force

The corporation may, by gift, grant or otherwise, take and hold for the use of the ministry in their towns, real and personal estate, the annual income of which does not exceed $1,000; and for the use of schools may take and hold estate, the annual income of which does not exceed the sum which their town is bound to raise for the same use.
13-C M.R.S. § 1503 — ME Code / Title 13-C / Chapter 15 / Section 1503
13-C §1503. Application for authority
Status: in_force

1. Application for authority. A foreign corporation may apply for authority to transact business in this State by delivering an application to the Secretary of State for filing. The application must set forth: A. The name of the foreign corporation or, if its real name is unavailable for use in this State, a corporate name that satisfies the requirements of section 401 ; [PL 2003, c. 344, Pt. B, §119 (AMD).] B. The name of the state or country under whose law it is incorporated; [PL 2001, c. 640, Pt. A, §2 (NEW); PL 2001, c. 640, Pt. B, §7 (AFF).] C. Its date of incorporation; [PL 2001, c. 640, Pt. A, §2 (NEW); PL 2001, c. 640, Pt. B, §7 (AFF).] D. The street address and mailing address, if different, of its principal office wherever located; [PL 2001, c. 640, Pt. A, §2 (NEW); PL 2001, c. 640, Pt. B, §7 (AFF).] E. The information required by Title 5, section 105, subsection 1 ; and [PL 2007, c. 323, Pt. C, §28 (AMD); PL 2007, c. 323, Pt. G, §4 (AFF).] F. The names and usual business addresses of its current directors and officers. [PL 2001, c. 640, Pt. A, §2 (NEW); PL 2001, c. 640, Pt. B, §7 (AFF).] [PL 2007, c. 323, Pt. C, §28 (AMD); PL 2007, c. 323, Pt. G, §4 (AFF).]

2. Certificate of existence. A foreign corporation shall deliver with the application completed pursuant to subsection 1 , a certificate of existence or a document of similar import duly authenticated by the secretary of state or other official having custody of corporate records in the state or country under whose law it is incorporated. The certificate of existence must have been made not more than 90 days prior to the delivery of the application for filing. [PL 2001, c. 640, Pt. A, §2 (NEW); PL 2001, c. 640, Pt. B, §7 (AFF).]

3. Signed acceptance. [PL 2009, c. 56, §16 (RP).]
13-C M.R.S. § 721 — ME Code / Title 13-C / Chapter 7 / Section 721
13-C §721. Shareholders lists for meeting
Status: in_force

1. Lists of shareholders' names. After fixing a record date for a shareholders' meeting, a corporation shall prepare an alphabetical list of the names of all its shareholders who are entitled to notice of a shareholders' meeting. If the board of directors fixes a different record date under section 707, subsection 5 to determine the shareholders entitled to vote at the meeting, a corporation also shall prepare an alphabetical list of the names of all its shareholders who are entitled to vote at the meeting. A list must be classified by voting group, and within each voting group by class or series of shares, and must show the address of and number of shares held by each shareholder. In the case of a close corporation, the requirement of a shareholders list may be satisfied by a stock transfer book or records, which need not be maintained in alphabetized order and need not contain the addresses of shareholders so long as the address of each shareholder is otherwise maintained in the records of the corporation. [PL 2011, c. 274, §27 (AMD).]

2. Available for inspection. The shareholders list for notice must be available for inspection by any shareholder, beginning 2 business days after notice of the meeting for which the list was prepared is given, or the next business day in the case of a close corporation that has provided fewer than 10 days' notice of such meeting, and continuing through the meeting, at the corporation's principal office or at a place identified in the meeting notice in the city where the meeting will be held. A shareholders list for voting must be similarly available for inspection promptly after the record date for voting. A shareholder or the shareholder's agent or attorney is entitled on written demand to inspect and, subject to the requirements of section 1602, subsection 4 , to copy a list, during regular business hours and at the shareholder's expense, during the period it is available for inspection. [PL 2011, c. 274, §27 (AMD).]

3. Inspection of list. The corporation shall make the list of shareholders entitled to vote available at the meeting, and a shareholder or the shareholder's agent or attorney is entitled to inspect the list at any time during the meeting or any adjournment. [PL 2011, c. 274, §27 (AMD).]

4. Refusal by corporation. If the corporation refuses to allow a shareholder or the shareholder's agent or attorney to inspect a shareholders list before or at the meeting or copy a list as permitted by subsection 2 , the Superior Court of the county where a corporation's principal office is located, or, if there is no principal office located in this State, of Kennebec County, on application of the shareholder may summarily order the inspection or copying at the corporation's expense and may postpone the meeting for which the list was prepared until the inspection or copying is complete. [PL 2011, c. 274, §27 (AMD).]

5. Effect of unavailability of shareholders list. Refusal or failure to prepare or make available a shareholders list does not affect the validity of action taken at the meeting. [PL 2011, c. 274, §27 (AMD).]
13 M.R.S. § 1504 — ME Code / Title 13 / Part 2 / Chapter 85 / Section 1504
13 §1504. Laws not applicable
Status: in_force

No law of the State conflicting or inconsistent with any part of this subchapter shall, to the extent of the conflict or inconsistency, be construed as applicable to associations formed under this subchapter; nor shall any law of the State inappropriate to the purposes of such associations be so construed.
13-C M.R.S. § 1324 — ME Code / Title 13-C / Chapter 13 / Section 1324
13-C §1324. Perfection of rights; right to withdraw
Status: in_force

1. Perfection of rights. A shareholder who receives notice pursuant to section 1323 and who wishes to exercise appraisal rights shall sign and return the form sent by the corporation and, in the case of certificated shares, deposit the shareholder’s certificates in accordance with the terms of the notice by the date referred to in the notice pursuant to section 1323, subsection 2 , paragraph B, subparagraph (2) and certify whether the beneficial owner of the shares acquired beneficial ownership of the shares before the date required to be set forth in the notice pursuant to section 1323, subsection 2, paragraph A. If a shareholder fails to make this certification, the corporation may elect to treat the shareholder's shares as after-acquired shares under section 1326 . A shareholder who wishes to exercise appraisal rights shall execute and return the form and, in the case of certificated shares, deposit the shareholder's certificates in accordance with the terms of the notice by the date referred to in the notice pursuant to section 1323, subsection 2, paragraph B, subparagraph (2). Once a shareholder deposits that shareholder's certificates or, in the case of uncertificated shares, returns the executed forms, that shareholder loses all rights as a shareholder, unless the shareholder withdraws pursuant to subsection 2. [PL 2007, c. 289, §39 (AMD).]

2. Withdraw from appraisal process. A shareholder who has complied with subsection 1 may nevertheless decline to exercise appraisal rights and withdraw from the appraisal process by notifying the corporation in writing by the date set forth in the appraisal notice pursuant to section 1323, subsection 2, paragraph B , subparagraph (5). A shareholder who fails to withdraw from the appraisal process may not thereafter withdraw without the corporation's written consent. [PL 2001, c. 640, Pt. A, §2 (NEW); PL 2001, c. 640, Pt. B, §7 (AFF).]

3. Failure to execute and return form; nonpayment. A shareholder who does not execute and return the form and, in the case of certificated shares, deposit that shareholder's share certificates where required, each by the date set forth in the notice described in section 1323, subsection 2 , is not entitled to payment under this chapter. [PL 2001, c. 640, Pt. A, §2 (NEW); PL 2001, c. 640, Pt. B, §7 (AFF).]
13 M.R.S. § 908 — ME Code / Title 13 / Part 2 / Chapter 81 / Section 908
13 §908. Fees for filing certificates
Status: in_force

A fee of $5 must be submitted with any certificate required or permitted to be filed with the Secretary of State under this chapter. [PL 2003, c. 523, §2 (NEW).]
13-C M.R.S. § 124 — ME Code / Title 13-C / Chapter 1 / Section 124
13-C §124. Expedited service
Status: in_force

The Secretary of State may provide expedited service for the processing of documents in accordance with this Act. The Secretary of State shall establish a fee schedule and adopt rules to set forth the procedures governing this expedited service. All fees collected as provided by this section must be deposited into a fund for use by the Secretary of State in providing improved filing service. [PL 2001, c. 640, Pt. A, §2 (NEW); PL 2001, c. 640, Pt. B, §7 (AFF).]
13 M.R.S. § 335 — ME Code / Title 13 / Part 1 / Chapter 9 / Section 335
13 §335. Execution satisfied from debts due; proceedings
Status: in_force

An officer, having an execution against a manufacturing corporation and unable to find property liable to seizure, or the creditor may elect to satisfy it in whole or in part by a debt due to the corporation not exceeding the amount due to the creditor. The person having custody of the evidence of such debt shall deliver it to the officer with a written transfer of the evidence to the officer for the use of the creditor, which constitutes an assignment of the debt, and the creditor, in the name of the corporation, may sue for and collect it, subject to any equitable counterclaim by the debtor. [RR 2025, c. 1, Pt. E, §2 (COR).]
13 M.R.S. § 2060 — ME Code / Title 13 / Part 2 / Chapter 87 / Section 2060
13 §2060. Quorum; voting; qualifications of directors; penalties
Status: in_force

The bylaws may provide:

1. Quorum. The number of members constituting a quorum;

2. Voting. The right of members to vote by proxy or by mail or both, and the conditions, manner, form and effects of such votes; the right of members to cumulate their votes and the prohibition, if desired, of cumulative voting;

3. Quorum for directors. The number of directors constituting a quorum;

4. Duties, term, etc. of directors. The qualifications, compensation and duties and term of office of directors and officers and the time of their election;

5. Penalties. Penalties for violations of the bylaws.
13 M.R.S. § 2008 — ME Code / Title 13 / Part 2 / Chapter 87 / Section 2008
13 §2008. Statutory construction
Status: in_force

Any provisions of law which are in conflict with this chapter shall not be construed as applying to associations. Any exemptions under any laws applying to fishery products in the possession or under the control of the individual producer shall apply similarly and completely to such fishery products delivered by its members, in the possession or under the control of the association.
13-C M.R.S. § 802 — ME Code / Title 13-C / Chapter 8 / Section 802
13-C §802. Qualifications of directors
Status: in_force

1. General. The corporation's articles of incorporation or bylaws may prescribe qualifications for directors or for nominees for directors. [PL 2015, c. 259, §12 (NEW).]

2. Residency, shareholder. A director need not be a resident of this State or a shareholder of the corporation unless the articles of incorporation or bylaws so prescribe. [PL 2015, c. 259, §12 (NEW).]

3. Timing and application of nominee qualifications. A qualification for nomination for director prescribed before a person's nomination applies to such person at the time of nomination. A qualification for nomination for director prescribed after a person's nomination does not apply to such person with respect to such nomination. [PL 2015, c. 259, §12 (NEW).]

4. Timing and application of director qualifications. A qualification for director prescribed before the start of a director's term applies only at the time an individual becomes a director or may apply during a director's term. A qualification prescribed during a director's term does not apply to that director before the end of that term. [PL 2015, c. 259, §12 (NEW).]
13-C M.R.S. § 1021 — ME Code / Title 13-C / Chapter 10 / Section 1021
13-C §1021. Bylaw increasing quorum or voting requirement for directors
Status: repealed

1. Increase quorum or voting requirement. A bylaw that increases a quorum or voting requirement for the corporation's board of directors may be amended or repealed: A. If originally adopted by the shareholders, only by the shareholders, unless the bylaw otherwise provides; or [PL 2001, c. 640, Pt. A, §2 (NEW); PL 2001, c. 640, Pt. B, §7 (AFF).] B. If adopted by the board of directors, either by the shareholders or by the board of 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).]

2. Bylaw increasing quorum or voting requirement. A bylaw adopted or amended by the shareholders that increases a quorum or voting requirement for the corporation's board of directors may provide that it can be amended or repealed only by a specified vote of either the shareholders or the board of directors. [PL 2001, c. 640, Pt. A, §2 (NEW); PL 2001, c. 640, Pt. B, §7 (AFF).]

3. Amendment quorum requirement. Action by the corporation's board of directors under subsection 1 to amend or repeal a bylaw that changes the quorum or voting requirement for the board of directors must meet the same quorum requirement and be adopted by the same vote required to take action under the quorum and voting requirement then in effect or proposed to be adopted, whichever is greater. [PL 2001, c. 640, Pt. A, §2 (NEW); PL 2001, c. 640, Pt. B, §7 (AFF).]
13 M.R.S. § 731 — ME Code / Title 13 / Part 1 / Chapter 22-A / Section 731
13 §731. Election of professional corporation status
Status: in_force

1. Mandatory coverage. A qualified person performing any professional service described in section 723, subsection 7, paragraph A desiring to form a corporation shall incorporate as a professional corporation. [PL 2001, c. 640, Pt. B, §2 (NEW); PL 2001, c. 640, Pt. B, §7 (AFF).]

2. Optional coverage. A qualified person or persons performing any professional service described in section 723, subsection 7, paragraph B desiring to form a corporation may incorporate as a professional corporation. [PL 2001, c. 640, Pt. B, §2 (NEW); PL 2001, c. 640, Pt. B, §7 (AFF).]

3. Filing requirement. One or more persons may incorporate a professional corporation by delivering to the Secretary of State for filing articles of incorporation that state that the corporation is a professional corporation and the corporation's purpose is to render the specified professional service. [PL 2001, c. 640, Pt. B, §2 (NEW); PL 2001, c. 640, Pt. B, §7 (AFF).]

4. Election to be covered. A corporation incorporated under a general law of this State may elect professional corporation status by amending its articles of incorporation to comply with subsection 3 and section 736 . [PL 2001, c. 640, Pt. B, §2 (NEW); PL 2001, c. 640, Pt. B, §7 (AFF).]
13-C M.R.S. § 1006 — ME Code / Title 13-C / Chapter 10 / Section 1006
13-C §1006. Articles of amendment
Status: in_force

1. Content. After an amendment to the articles of incorporation has been adopted and approved in the manner required by this Act and by the articles of incorporation, the corporation shall deliver to the Secretary of State for filing articles of amendment that must set forth: A. The name of the corporation; [PL 2001, c. 640, Pt. A, §2 (NEW); PL 2001, c. 640, Pt. B, §7 (AFF).] B. The text of each amendment adopted or the information required by section 121, subsection 10, paragraph E ; [PL 2003, c. 344, Pt. B, §95 (AMD).] C. If an amendment provides for an exchange, reclassification or cancellation of issued shares, provisions for implementing the amendment if not contained in the amendment itself, which may be dependent upon facts objectively ascertainable outside the articles of amendment in accordance with section 121, subsection 10 ; [PL 2003, c. 344, Pt. B, §95 (AMD).] D. The date of each amendment's adoption; [PL 2001, c. 640, Pt. A, §2 (NEW); PL 2001, c. 640, Pt. B, §7 (AFF).] E. If an amendment was adopted by the incorporators or board of directors without shareholder approval, a statement that the amendment was duly approved by the incorporators or by the board of directors, as the case may be, and that shareholder approval was not required; and [PL 2001, c. 640, Pt. A, §2 (NEW); PL 2001, c. 640, Pt. B, §7 (AFF).] F. If an amendment required approval by the shareholders, a statement that the amendment was duly approved by the shareholders in the manner required by this Act and by the articles of incorporation or, if an amendment is being filed pursuant to section 121, subsection 10 , a statement to that effect. [PL 2003, c. 344, Pt. B, §95 (AMD).] [PL 2003, c. 344, Pt. B, §95 (AMD).]
13-C M.R.S. § 827 — ME Code / Title 13-C / Chapter 8 / Section 827
13-C §827. Submission of matters for shareholder vote
Status: in_force

A corporation may agree to submit a matter to a vote of its shareholders even if, after approving the matter, the board of directors determines it no longer recommends the matter. [PL 2011, c. 274, §32 (NEW).]
13-C M.R.S. § 757 — ME Code / Title 13-C / Chapter 7 / Section 757
13-C §757. Payment of expenses
Status: in_force

On termination of the derivative proceeding the court may: [PL 2001, c. 640, Pt. A, §2 (NEW); PL 2001, c. 640, Pt. B, §7 (AFF).]

1. Corporation to pay plaintiff's expenses. Order the corporation to pay the plaintiff's expenses incurred in the proceeding if it finds that the proceeding has resulted in a substantial benefit to the corporation; [PL 2007, c. 289, §12 (AMD).]

2. Plaintiff to pay defendant's expenses. Order the plaintiff to pay any defendant's expenses incurred in defending the proceeding if it finds that the proceeding was commenced or maintained without reasonable cause or for an improper purpose; or [PL 2007, c. 289, §12 (AMD).]

3. Improper purpose. Order a party to pay an opposing party's expenses incurred because of the filing of a pleading, motion or other paper, if it finds after reasonable inquiry that the pleading, motion or other paper was not well grounded in fact or warranted by existing law or a good faith argument for the extension, modification or reversal of existing law and was interposed for an improper purpose, such as to harass or cause unnecessary delay or needless increase in the cost of litigation. [PL 2007, c. 289, §12 (AMD).]
13-C M.R.S. § 1623 — ME Code / Title 13-C / Chapter 16 / Section 1623
13-C §1623. Amended annual report of domestic or foreign corporations
Status: in_force

1. Amended annual report. If the information contained in an annual report filed under section 1621 has changed, a domestic or foreign corporation may, if it determines 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 121, subsection 5 . [PL 2003, c. 344, Pt. B, §135 (NEW).]

2. Contents. The amended annual report under subsection 1 must set forth: A. The name of the domestic corporation or foreign corporation and the jurisdiction of its incorporation; [PL 2003, c. 344, Pt. B, §135 (NEW).] B. The date on which the original annual report was filed; and [PL 2003, c. 344, Pt. B, §135 (NEW).] C. The information that has changed and the date on which it changed. [PL 2003, c. 344, Pt. B, §135 (NEW).] [PL 2003, c. 344, Pt. B, §135 (NEW).]

3. Period for filing. An amended annual report under subsection 1 may be filed by the domestic corporation or foreign corporation from the date of the original filing until December 31st of that filing year. [PL 2003, c. 344, Pt. B, §135 (NEW).]
13-C M.R.S. § 1403 — ME Code / Title 13-C / Chapter 14 / Section 1403
13-C §1403. Dissolution by written consent of all shareholders
Status: in_force

A proposal to dissolve may be approved by written consent of shareholders entitled to vote as provided in section 704 . If the dissolution is approved by written consent of all shareholders, whether or not entitled to vote, a resolution of the corporation's board of directors proposing the dissolution is not necessary. [PL 2003, c. 344, Pt. B, §111 (AMD).]
13-C M.R.S. § 926 — ME Code / Title 13-C / Chapter 9 / Section 926
13-C §926. Abandonment of domestication
Status: in_force

1. Abandonment of domestication by domestic business corporation. Unless otherwise provided in a plan of domestication of a domestic business corporation, after the plan has been adopted and approved as required by this subchapter and at any time before the domestication has become effective, it may be abandoned by the corporation's board of directors without action by the shareholders. If a domestication is abandoned under this subsection after articles of charter surrender have been filed with the Secretary of State but before the domestication has become effective, a statement that the domestication has been abandoned in accordance with this section, executed by an officer or other duly authorized representative of the corporation, must be delivered to the Secretary of State for filing prior to the effective date of the domestication. The statement takes effect upon filing, and the domestication is considered abandoned and does not become effective. [PL 2003, c. 344, Pt. B, §78 (AMD).]

2. Abandonment of domestication by foreign business corporation. If the domestication of a foreign business corporation in this State is abandoned in accordance with the laws of the foreign jurisdiction after articles of domestication have been filed with the Secretary of State, a statement that the domestication has been abandoned, executed by an officer or other duly authorized representative of the corporation, must be delivered to the Secretary of State for filing. The statement takes effect upon filing, and the domestication is considered abandoned and does not become effective. [PL 2001, c. 640, Pt. A, §2 (NEW); PL 2001, c. 640, Pt. B, §7 (AFF).]
13-B M.R.S. § 906 — ME Code / Title 13-B / Chapter 9 / Section 906
13-B §906. Merger or consolidation of domestic and foreign corporations
Status: in_force

1. Manner of merger. One or more foreign corporations and one or more domestic corporations may be merged or consolidated in the following manner, if such merger or consolidation is permitted by the laws of the state under which each such foreign corporation is organized. A. Each domestic corporation shall comply with the provisions of this Act with respect to the merger or consolidation, as the case may be, of domestic corporations and each foreign corporation shall comply with the applicable provisions of the laws of the state under which it is organized. If the domestic corporation is a public benefit corporation, the merger or consolidation must comply with any applicable provisions of Title 5, sections 194‑B to 194‑K ; [PL 2001, c. 550, Pt. C, §20 (AMD); PL 2001, c. 550, Pt. C, §29 (AFF).] B. If the surviving or new corporation, as the case may be, is to be governed by the laws of any state other than this State, it shall comply with the provisions of this Act with respect to foreign corporations if it is to conduct activities in this State, and in every case it shall execute and deliver to the Secretary of State of this State a document setting forth: (1) The name of the surviving or new corporation; (2) An agreement that it may be served with process in this State in any proceeding for the enforcement of any obligation of any domestic corporation which is a party to such merger or consolidation; and (3) An irrevocable appointment of the Secretary of State of this State as its agent to accept service of process in any such proceeding. [PL 1977, c. 525, §13 (NEW).] [PL 2001, c. 550, Pt. C, §20 (AMD); PL 2001, c. 550, Pt. C, §29 (AFF).]

2. Provisions of effect of merger. The effect of such merger or consolidation shall be the same as in the case of the merger or consolidation of domestic corporations, if the surviving or new corporation is to be governed by the laws of this State. If the surviving or new corporation is to be governed by the laws of any state other than this State, the effect of such merger or consolidation shall be the same as in the case of the merger or consolidation of domestic corporations, except insofar as the laws of the other state provide otherwise. [PL 1977, c. 525, §13 (NEW).]

3. Articles delivered for filing. Whether the surviving or new corporation is or is to be a domestic corporation or a foreign corporation, articles of merger or consolidation shall be executed and delivered for filing as is provided in this Act for mergers and consolidations of domestic corporations. [PL 1977, c. 525, §13 (NEW).]

4. Date of effect. Any merger or consolidation under this section shall take effect when the articles of merger or consolidation are filed with the Secretary of State, or on the date specified in the articles of merger or consolidation, not to exceed 60 days after the filing date, if the articles of merger or consolidation so provide. [PL 1977, c. 525, §13 (NEW).]

5. Abandonment. After approval by the members, 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 pursuant to provisions therefor, if any, set forth in the plan of merger or consolidation. [PL 1977, c. 525, §13 (NEW).]
13-B M.R.S. § 801-A — ME Code / Title 13-B / Chapter 8 / Section 801-A
13-B §801-A. Amendment before organizational meeting
Status: in_force

The articles of incorporation may be amended before the organizational meeting by the following procedures. [PL 1995, c. 458, §8 (NEW).]

1. Timing. The articles of incorporation may be amended: A. If the initial directors were not named in the articles of incorporation, before the election of the initial directors; or [PL 1995, c. 458, §8 (NEW).] B. If the initial directors were named in the articles of incorporation, before the organizational meeting of the board of directors required by section 406 . [PL 1995, c. 458, §8 (NEW).] [PL 1995, c. 458, §8 (NEW).]

2. Authority to amend. The articles of incorporation may be amended by: A. The incorporator; or [PL 1995, c. 458, §8 (NEW).] B. If there is more than one incorporator, by 2/3 of the incorporators. [PL 1995, c. 458, §8 (NEW).] [PL 1995, c. 458, §8 (NEW).]

3. Accepted signature. If the incorporators do not sign the document, the Secretary of State shall accept the signature of either the clerk or secretary of the corporation. [PL 1995, c. 458, §8 (NEW).]
13 M.R.S. § 1875 — ME Code / Title 13 / Part 2 / Chapter 85 / Section 1875
13 §1875. Referendum
Status: in_force

The articles or bylaws may provide that upon demand of 2/5 of all the directors, any matter of policy that has been approved or passed by the board must be referred to the members for their approval before it becomes effective. No referendum shall be allowed unless it is demanded by the required number of directors at the meeting at which the matter of policy in question is adopted.
13-C M.R.S. § 724 — ME Code / Title 13-C / Chapter 7 / Section 724
13-C §724. Shares held by nominees
Status: in_force

1. Recognition of beneficial owner as shareholder. A corporation may establish a procedure by which the beneficial owner of shares that are registered in the name of a nominee is recognized by the corporation as the shareholder. The extent of this recognition may be determined in the procedure. [PL 2001, c. 640, Pt. A, §2 (NEW); PL 2001, c. 640, Pt. B, §7 (AFF).]

2. Procedure for recognition. The procedure under subsection 1 may set forth: A. The types of nominees to which it applies; [PL 2001, c. 640, Pt. A, §2 (NEW); PL 2001, c. 640, Pt. B, §7 (AFF).] B. The rights or privileges that the corporation recognizes in a beneficial owner; [PL 2001, c. 640, Pt. A, §2 (NEW); PL 2001, c. 640, Pt. B, §7 (AFF).] C. The manner in which the procedure is selected by the nominee; [PL 2001, c. 640, Pt. A, §2 (NEW); PL 2001, c. 640, Pt. B, §7 (AFF).] D. The information that must be provided when the procedure is selected; [PL 2001, c. 640, Pt. A, §2 (NEW); PL 2001, c. 640, Pt. B, §7 (AFF).] E. The period for which selection of the procedure is effective; and [PL 2001, c. 640, Pt. A, §2 (NEW); PL 2001, c. 640, Pt. B, §7 (AFF).] F. Other aspects of the rights and duties created. [PL 2001, c. 640, Pt. A, §2 (NEW); PL 2001, c. 640, Pt. B, §7 (AFF).] [RR 2013, c. 2, §23 (COR).]
13-C M.R.S. § 1409 — ME Code / Title 13-C / Chapter 14 / Section 1409
13-C §1409. Court proceedings
Status: in_force

1. Security provided for payment of claim. A dissolved corporation that has published a notice under section 1408 may file an application with the Superior Court of the county where the dissolved corporation's principal office is located or, if not in this State, of Kennebec County, for a determination of the amount and form of security to be provided for payment of claims that are contingent or have not been made known to the dissolved corporation or that are based on an event occurring after the effective date of dissolution but that, based on the facts known to the dissolved corporation, are reasonably estimated to arise after the effective date of dissolution. Provision need not be made for any claim that is or is reasonably anticipated to be barred under section 1408, subsection 3 . [PL 2007, c. 323, Pt. C, §19 (AMD); PL 2007, c. 323, Pt. G, §4 (AFF).]

2. Notice to claimant. Within 10 days after the filing of the application under subsection 1 , notice of the proceeding must be given by the dissolved corporation to each claimant holding a contingent claim whose contingent claim is shown on the records of the dissolved corporation. [PL 2001, c. 640, Pt. A, §2 (NEW); PL 2001, c. 640, Pt. B, §7 (AFF).]

3. Guardian ad litem. The court may appoint a guardian ad litem to represent all claimants whose identities are unknown in any proceeding brought under this section. The reasonable fees and expenses of the guardian ad litem, including all reasonable expert witness fees, must be paid by the dissolved corporation. [PL 2001, c. 640, Pt. A, §2 (NEW); PL 2001, c. 640, Pt. B, §7 (AFF).]

4. Satisfaction of obligations. Provision by the dissolved corporation for security in the amount and the form ordered by the court under subsection 1 satisfies the dissolved corporation's obligations with respect to claims that are contingent, have not been made known to the dissolved corporation or are based on an event occurring after the effective date of dissolution, and such claims may not be enforced against a shareholder who received assets in liquidation. [PL 2001, c. 640, Pt. A, §2 (NEW); PL 2001, c. 640, Pt. B, §7 (AFF).]
13-C M.R.S. § 511 — ME Code / Title 13-C / Chapter 5-A / Section 511
13-C §511. Clerk
Status: in_force

Each domestic corporation to which this Act applies shall maintain in this State a clerk, who is a natural person resident in this State. The clerk may be, but is not required to be, one of the directors or officers of the corporation, or the clerk may be a person holding no other position with the corporation. The clerk must be appointed by the corporation's board of directors unless the articles of incorporation reserve appointment of the clerk to the shareholders. The clerk of a corporation is not an officer but performs the functions provided in this Act. The duties of the clerk are ministerial only, and the clerk is not liable in that capacity for any liabilities of the corporation, including, but not limited to, debts, claims, taxes, fines or penalties. Unless otherwise provided by the bylaws, the clerk shall keep on file a list of all shareholders of the corporation and keep, in a book kept for that purpose, the records of all shareholders' meetings, including all records of all votes and minutes of the meetings. These records may be kept by the clerk at the clerk's address or another office of the corporation to which the clerk has ready access. The clerk may certify all votes, resolutions and actions of the shareholders and may certify all votes, resolutions and actions of the corporation's board of directors and its committees. [PL 2007, c. 323, Pt. C, §11 (NEW); PL 2007, c. 323, Pt. G, §4 (AFF).]

The articles of incorporation or bylaws may provide that changes in the clerk and election of a new clerk must be by vote of the shareholders. Unless the articles or bylaws expressly so provide, changes in the clerk and election of a new clerk must be by resolution of the board of directors. [PL 2007, c. 323, Pt. C, §11 (NEW); PL 2007, c. 323, Pt. G, §4 (AFF).]

The clerk required under this section is also governed by Title 5, chapter 6-A . [PL 2007, c. 535, Pt. B, §4 (NEW).]
13-C M.R.S. § 924 — ME Code / Title 13-C / Chapter 9 / Section 924
13-C §924. Surrender of charter upon domestication
Status: in_force

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

2. Filing of articles of charter surrender. The articles of charter surrender must be delivered by the corporation to the Secretary of State for filing. The articles of charter surrender take effect on the effective time provided in section 125 . [PL 2001, c. 640, Pt. A, §2 (NEW); PL 2001, c. 640, Pt. B, §7 (AFF).]
13-C M.R.S. § 853 — ME Code / Title 13-C / Chapter 8 / Section 853
13-C §853. Mandatory indemnification
Status: in_force

A corporation shall indemnify a director who was wholly successful, on the merits or otherwise, in the defense of any proceeding to which the director was a party because the director was a director of the corporation against reasonable expenses incurred by the director in connection with the proceeding. [PL 2001, c. 640, Pt. A, §2 (NEW); PL 2001, c. 640, Pt. B, §7 (AFF).]
13-C M.R.S. § 1501 — ME Code / Title 13-C / Chapter 15 / Section 1501
13-C §1501. Authority to transact business required
Status: in_force

1. Application for authority. A foreign corporation may not transact business in this State until the foreign corporation files an application for authority to transact business with the Secretary of State. [PL 2003, c. 344, Pt. B, §117 (AMD).]

2. Transacting business. Activities that do not constitute transacting business within the meaning of subsection 1 include but are not limited to: A. Maintaining, defending or settling any proceeding; [PL 2001, c. 640, Pt. A, §2 (NEW); PL 2001, c. 640, Pt. B, §7 (AFF).] B. Holding meetings of the board of directors or shareholders or carrying on other activities concerning internal corporate affairs; [PL 2001, c. 640, Pt. A, §2 (NEW); PL 2001, c. 640, Pt. B, §7 (AFF).] C. Maintaining bank accounts; [PL 2001, c. 640, Pt. A, §2 (NEW); PL 2001, c. 640, Pt. B, §7 (AFF).] D. Maintaining offices or agencies for the transfer, exchange and registration of the corporation's own securities or maintaining trustees or depositories with respect to those securities; [PL 2001, c. 640, Pt. A, §2 (NEW); PL 2001, c. 640, Pt. B, §7 (AFF).] E. Selling through independent contractors; [PL 2001, c. 640, Pt. A, §2 (NEW); PL 2001, c. 640, Pt. B, §7 (AFF).] F. Soliciting or obtaining orders, whether by mail or through employees or agents or otherwise, if the orders require acceptance outside this State before they become contracts; [PL 2001, c. 640, Pt. A, §2 (NEW); PL 2001, c. 640, Pt. B, §7 (AFF).] G. Creating or acquiring indebtedness, mortgages and security interests in real or personal property; [PL 2001, c. 640, Pt. A, §2 (NEW); PL 2001, c. 640, Pt. B, §7 (AFF).] H. Securing or collecting debts or enforcing mortgages and security interests in property securing the debts; [PL 2001, c. 640, Pt. A, §2 (NEW); PL 2001, c. 640, Pt. B, §7 (AFF).] I. Owning, without more, real or personal property other than agricultural real estate; [PL 2001, c. 640, Pt. A, §2 (NEW); PL 2001, c. 640, Pt. B, §7 (AFF).] J. Conducting an isolated transaction that is completed within 30 days and that is not one in the course of repeated transactions of a like nature; [PL 2001, c. 640, Pt. A, §2 (NEW); PL 2001, c. 640, Pt. B, §7 (AFF).] K. Transacting business in interstate commerce; [PL 2001, c. 640, Pt. A, §2 (NEW); PL 2001, c. 640, Pt. B, §7 (AFF).] L. Engaging as a trustee in those actions defined by Title 18-C, section 7-103 as not in themselves requiring local qualification of a foreign corporate trustee; or [PL 2017, c. 402, Pt. C, §28 (AMD); PL 2019, c. 417, Pt. B, §14 (AFF).] M. Owning and controlling a subsidiary corporation incorporated in or transacting business within this State. [PL 2001, c. 640, Pt. A, §2 (NEW); PL 2001, c. 640, Pt. B, §7 (AFF).] [PL 2017, c. 402, Pt. C, §28 (AMD); PL 2019, c. 417, Pt. B, §14 (AFF).]
13-C M.R.S. § 104 — ME Code / Title 13-C / Chapter 1 / Section 104
13-C §104. Number of shareholders; householding
Status: in_force

1. Identified as one shareholder. For purposes of this Act, the following identified as a shareholder in a corporation's current record of shareholders constitutes one shareholder: A. Three or fewer co-owners; [PL 2001, c. 640, Pt. A, §2 (NEW); PL 2001, c. 640, Pt. B, §7 (AFF).] B. A corporation, partnership, trust, estate or other entity; and [PL 2001, c. 640, Pt. A, §2 (NEW); PL 2001, c. 640, Pt. B, §7 (AFF).] C. The trustees, guardians, custodians or other fiduciaries of a single trust, estate, or account. [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. Registered in substantially similar names. For purposes of this Act, shareholdings registered in substantially similar names constitute one shareholder if it is reasonable to believe that the names represent the same person. [PL 2001, c. 640, Pt. A, §2 (NEW); PL 2001, c. 640, Pt. B, §7 (AFF).]

3. Householding. A corporation is considered to have delivered written notice or any other report or statement under this Act, the articles of incorporation or the bylaws to all shareholders who share a common address if: A. The corporation delivers one copy of the notice, report or statement to the common address; [PL 2007, c. 289, §4 (NEW).] B. The corporation addresses the notice, report or statement to those shareholders either as a group or to each of those shareholders individually or to the shareholders in a form to which each of those shareholders has consented; and [PL 2007, c. 289, §4 (NEW).] C. Each of those shareholders consents to delivery of a single copy of such notice, report or statement to the shareholders' common address. [PL 2007, c. 289, §4 (NEW).] Consent given under paragraph C is revocable by any shareholder who delivers written notice of revocation to the corporation. If written notice of revocation is delivered, the corporation shall begin providing individual notices, reports or other statements to the revoking shareholder no later than 30 days after delivery of the written notice of revocation. A shareholder who fails to object by written notice to the corporation within 60 days of written notice by the corporation of its intention to send single copies of notices, reports or statements to shareholders who share a common address as permitted by paragraph A is deemed to have consented to receiving a single copy at the common address. [PL 2007, c. 289, §4 (NEW).]
13-B M.R.S. § 1112 — ME Code / Title 13-B / Chapter 11 / Section 1112
13-B §1112. Grounds for administrative dissolution
Status: in_force

Notwithstanding Title 4, chapter 5 and Title 5, chapter 375 , the Secretary of State may commence a proceeding under section 1113 to administratively dissolve a corporation if: [PL 2003, c. 631, §3 (NEW).]

1. Nonpayment of fees or penalties. The corporation does not pay when they are due any fees or penalties imposed by this Title or other law; [PL 2003, c. 631, §3 (NEW).]

2. Failure to file annual report. The corporation does not deliver its annual report to the Secretary of State as required by section 1301 ; [PL 2003, c. 631, §3 (NEW).]

3. Failure to pay late filing penalty. The corporation does not pay the annual report late filing penalty as required by section 1302 ; [PL 2003, c. 631, §3 (NEW).]

4. Failure to maintain registered agent. The corporation is without a registered agent in this State as required by Title 5, section 105, subsection 1 ; [PL 2007, c. 323, Pt. B, §8 (AMD); PL 2007, c. 323, Pt. G, §4 (AFF).]

5. Failure to notify of change of registered agent or address. The corporation does not notify the Secretary of State that its registered agent has changed as required by Title 5, section 108, subsection 1 or the address of its registered agent has been changed as required by Title 5, section 109 or 110 or that its registered agent has resigned as required by Title 5, section 111 ; or [PL 2007, c. 323, Pt. B, §9 (AMD); PL 2007, c. 323, Pt. G, §4 (AFF).]

6. Filing of false information. An incorporator, director, officer or agent of the corporation signed a document with the knowledge that the document was false in a material respect and with the intent that the document be delivered to the Secretary of State for filing. [PL 2003, c. 631, §3 (NEW).]
13 M.R.S. § 1871 — ME Code / Title 13 / Part 2 / Chapter 85 / Section 1871
13 §1871. Directors
Status: in_force

1. Membership; term. The business of the association is managed by a board of not less than 3 directors. The directors must be members of the association or officers, general managers, directors or members of a member association, except that the members of the association may elect, pursuant to the bylaws of the association, to allow the election of nonmember directors of the association by the board of directors, as long as the number of nonmember directors does not exceed 25% of the total number of duly elected member directors. A director shall hold office for the term for which the director was named or elected and until the director's successor is elected and qualified. [PL 2009, c. 5, §1 (AMD).]

2. Names; successors. The names of the first directors shall be stated in the articles. Their successors shall be elected by the members as prescribed by the articles or bylaws.

3. Duties, etc. prescribed by articles or bylaws. The number, qualifications, terms of office, manner of election, time and place of meeting and the powers and duties of the directors may, subject to this subchapter, be prescribed by the articles or bylaws.

4. District directors. The bylaws may provide, if not restricted by the articles, that the territory in which the association has members shall be divided into districts and that the directors shall be elected according to such districts, either directly or by district delegates elected by the members in that district. In such case, the bylaws shall specify or vest in the board of directors authority to determine the number of directors to be elected by each district and the manner and method of apportioning the directors and of districting and redistricting the territory covered by the association. The bylaws may provide that primary elections shall be held in each district to nominate the directors apportioned thereto and that the result of all such primary elections may be ratified by the next regular meeting of the association or may be considered as a final election.

5. Executive committee. The bylaws may provide for an executive committee to be elected by the board of directors from their number and may allot to such committee all the functions and powers of the board, subject to its general direction and control.
13 M.R.S. § 2814 — ME Code / Title 13 / Part 2 / Chapter 91 / Section 2814
13 §2814. Continuation for 10 years after final division
Status: in_force

A final division shall not dissolve the corporation until 10 years thereafter; but the last proprietors in common and their heirs shall continue in their corporate capacity for the collection and payment of all debts due to or owing by the corporation; and may call and hold meetings, and vote assessments to pay their debts and all other charges necessary for closing their business.
13 M.R.S. § 752 — ME Code / Title 13 / Part 1 / Chapter 22-A / Section 752
13 §752. Voting of shares
Status: in_force

1. Right to vote. Except as otherwise provided in this section, only a qualified person may vote the shares of a professional corporation. [PL 2001, c. 640, Pt. B, §2 (NEW); PL 2001, c. 640, Pt. B, §7 (AFF).]

2. Proxies. Only a qualified person may be appointed a proxy to vote shares of a professional corporation. [PL 2001, c. 640, Pt. B, §2 (NEW); PL 2001, c. 640, Pt. B, §7 (AFF).]

3. Voting trusts. A voting trust with respect to shares of a professional corporation is not valid unless all of its trustees and beneficiaries are qualified persons; except that, if a beneficiary who is a qualified person dies or becomes a disqualified person, a voting trust valid under this subsection continues to be valid for 10 months after the date of death or for 5 months after the disqualification occurred. [PL 2001, c. 640, Pt. B, §2 (NEW); PL 2001, c. 640, Pt. B, §7 (AFF).]

4. Limited voting right. Any shares transferred to a disqualified person by reason of the death of a qualified person or by operation of law may be voted by such disqualified person only for the purposes of amending the articles of incorporation to convert to a regular business corporation or dissolving the professional corporation. [PL 2001, c. 640, Pt. B, §2 (NEW); PL 2001, c. 640, Pt. B, §7 (AFF).]
13 M.R.S. § 1349 — ME Code / Title 13 / Part 2 / Chapter 83 / Section 1349
13 §1349. -- custodian
Status: in_force

The treasurer of the cemetery in which such community mausoleum is situated shall be the custodian of the permanent care and improvement fund established therefor in section 1348 and every such fund shall be held, administered and invested in the manner provided by law for funds in savings banks of this State.
13 M.R.S. § 2285 — ME Code / Title 13 / Part 2 / Chapter 87 / Section 2285
13 §2285. Enforcement of contract; injunction; specific performance
Status: in_force

In the event of any such breach or threatened breach of such marketing contract by a member the association shall be entitled to an injunction to prevent the further breach of the contract and to a decree of specific performance thereof. Pending the adjudication of such an action and upon filing a verified complaint showing the breach or threatened breach, and upon filing sufficient bond, the association shall be entitled to a temporary restraining order and preliminary injunction against the member.
13-B M.R.S. § 907 — ME Code / Title 13-B / Chapter 9 / Section 907
13-B §907. Limitations on merger or consolidation by public benefit corporation
Status: in_force

1. Compliance with nonprofit conversion law required. In addition to complying with provisions of this Title, a public benefit corporation shall comply with all applicable provisions of Title 5, sections 194‑B to 194‑K . [PL 2001, c. 550, Pt. C, §21 (NEW); PL 2001, c. 550, Pt. C, §29 (AFF).]

2. Bequests, devises and gifts. Any bequest, devise, gift, grant or promise contained in a will or other instrument of donation, subscription or conveyance that is made to a public benefit corporation and that takes effect or remains payable after a merger or consolidation inures to the surviving corporation unless the will or other instrument otherwise specifically provides. [PL 2001, c. 550, Pt. C, §21 (NEW); PL 2001, c. 550, Pt. C, §29 (AFF).]

3. Notice; merger or consolidation. Written notice of a merger or consolidation of a public benefit corporation into another public benefit corporation must be provided to the Attorney General simultaneously with the filing of the articles of merger or consolidation with the Secretary of State. [PL 2001, c. 550, Pt. C, §21 (NEW); PL 2001, c. 550, Pt. C, §29 (AFF).]
13-C M.R.S. § 701 — ME Code / Title 13-C / Chapter 7 / Section 701
13-C §701. Annual meeting
Status: in_force

1. Annual meeting required; exceptions. Unless directors are elected by written consent in lieu of an annual meeting as permitted by section 704 , a corporation shall hold a meeting of shareholders annually at a time stated in or fixed in accordance with the bylaws, except that, if a corporation’s articles of incorporation authorize shareholders to cumulate their votes when electing directors pursuant to section 730, subsection 3 , directors may not be elected by less than unanimous written consent. [PL 2007, c. 289, §5 (AMD).]

2. Place. Annual shareholders' meetings may be held in or out of the State at the place stated in or fixed in accordance with a corporation's bylaws. If no place is stated in or fixed in accordance with the bylaws, annual meetings must be held at the corporation's principal office or, if authorized by the board of directors, by means of remote communication pursuant to section 709 . [PL 2021, c. 188, §5 (AMD).]

3. Failure to hold meeting. The failure to hold an annual meeting at the time stated in or fixed in accordance with a corporation's bylaws does not affect the validity of any corporate action. [PL 2001, c. 640, Pt. A, §2 (NEW); PL 2001, c. 640, Pt. B, §7 (AFF).]
13-B M.R.S. § 405 — ME Code / Title 13-B / Chapter 4 / Section 405
13-B §405. Beginning of corporate existence; filing as conclusive evidence of incorporation; exceptions
Status: in_force

1. Filed articles constitute charter and authority. The filed articles constitute the corporation's charter and authority to carry on activities. [PL 1977, c. 525, §13 (NEW).]

2. Beginning of corporate existence. The existence of the corporation shall begin as of the filing date of the articles of incorporation, endorsed by the Secretary of State upon the articles filed as provided by section 106 . [PL 1977, c. 525, §13 (NEW).]

3. Filing of articles of incorporation; conclusive evidence. The fact that the articles of incorporation have been filed by the Secretary of State shall be conclusive evidence that all conditions required by this Act to be performed by the incorporators have been complied with, that the corporation has been incorporated and that its corporate existence has begun. Nothing in this subsection shall be construed to prohibit the State from instituting proceedings to: A. Cancel or revoke the articles of incorporation; [PL 1977, c. 525, §13 (NEW).] B. Enjoin any person from acting as a corporation within this State without being duly incorporated; or [PL 1977, c. 525, §13 (NEW).] C. Compel dissolution of the corporation; and in any such proceeding by the State, this section shall not give rise to any presumptions against the State. [PL 1977, c. 525, §13 (NEW).] [PL 1977, c. 525, §13 (NEW).]

4. Fact of filing. The fact of filing the articles may be proved by production of a certified copy thereof or in any other manner permitted by law. [PL 1977, c. 525, §13 (NEW).]
13-C M.R.S. § 703 — ME Code / Title 13-C / Chapter 7 / Section 703
13-C §703. Court-ordered meeting
Status: in_force

1. Shareholder application. The Superior Court of the county in which a corporation's principal office is located, or, if the principal office is not located in this State, of Kennebec County, may summarily order a meeting to be held: A. On application of any shareholder of the corporation entitled to participate in an annual meeting if an annual meeting was not held or action by written consent in lieu of an annual meeting did not become effective within the earlier of 6 months after the end of the corporation's fiscal year or 15 months after its last annual meeting; or [PL 2007, c. 289, §6 (AMD).] B. On application of a shareholder who signed a demand for a special meeting valid under section 702 if: (1) Notice of the special meeting was not given within 30 days after the date the demand was delivered to the corporation clerk; or (2) The special meeting was not held in accordance with the notice required by section 705, subsection 3 . [PL 2003, c. 344, Pt. B, §59 (AMD).] [PL 2007, c. 323, Pt. C, §12 (AMD); PL 2007, c. 323, Pt. G, §4 (AFF).]

2. Court may prescribe specifics. The Superior Court may fix the time and place of a meeting ordered pursuant to this section, determine the shares entitled to participate in the meeting, specify a record date or dates for determining shareholders entitled to notice of and to vote at the meeting, prescribe the form and content of the meeting notice, fix the quorum required for specific matters to be considered at the meeting or direct that the votes represented at the meeting constitute a quorum for action on those matters and enter other orders necessary to accomplish the purpose or purposes of the meeting. [PL 2011, c. 274, §17 (AMD).]
13 M.R.S. § 1643 — ME Code / Title 13 / Part 2 / Chapter 85 / Section 1643
13 §1643. Liability of members
Status: in_force

Members are not jointly or severally liable for any debts of the association, nor may a subscriber be so liable except to the extent of the unpaid amount on the shares or membership certificates subscribed by the subscriber. A subscriber may not be released from such liability by reason of an assignment of the subscriber's interest in the shares or membership certificate, but remains jointly and severally liable with the assignee until the shares or certificates are fully paid. [RR 2025, c. 1, Pt. E, §7 (COR).]
13 M.R.S. § 1371-A — ME Code / Title 13 / Part 2 / Chapter 83 / Section 1371-A
13 §1371-A. Limitations on construction and excavation near burial sites
Status: in_force

1. Known burial sites. Construction or excavation near a known burial site or within the boundaries of an established cemetery must comply with any applicable land use ordinance concerning burial sites or established cemeteries, whether or not the burial site or established cemetery is properly recorded in the deed to the property. In the absence of local ordinances, construction or excavation may not be conducted within 25 feet of a known burial site or within 25 feet of the boundaries of an established cemetery, whichever is the greater, whether or not the burial site or established cemetery is properly recorded in the deed to the property, except: A. When the construction or excavation is performed pursuant to a lawful order or permit allowing the relocation of bodies; or [RR 2009, c. 2, §27 (COR).] B. When necessary for the construction of a public improvement, as approved by the governing body of a municipality or, in the case of a state highway, by the Commissioner of Transportation. [RR 2009, c. 2, §28 (COR).] C. [PL 2009, c. 310, §1 (NEW); MRSA T. 13 §1371-A, sub-§1, ¶C (RP).] A municipality may enforce this subsection or any local ordinance concerning burial sites or established cemeteries pursuant to Title 30‑A, section 4452 , including the assessment of civil penalties. In the event of any violation of this subsection, the Attorney General may seek to enjoin a further violation, in addition to any other remedy. [RR 2009, c. 2, §§27, 28 (COR).]

2. Undocumented burial site. The following procedures apply to construction or excavation that threatens an undocumented or unmarked burial site. A. Whenever any person has knowledge that excavation or other construction activity may disturb or is disturbing a burial site, that person shall notify the local code enforcement officer by providing an affidavit and any other evidence of the location of the burial site. [PL 1991, c. 412, §2 (NEW).] B. Upon receipt of proper notification, the code enforcement officer shall issue a stop-work order to the person or entity responsible for the activity that threatens to disturb the burial site. [PL 1991, c. 412, §2 (NEW).] C. Before the construction activity may continue, the excavator or person who owns the land shall notify the Director of the Maine Historic Preservation Commission and the president of any local historical society of the probable location of the burial site. The excavator or the person who owns the land shall also arrange, at that person's own expense, for appropriate investigation to determine the existence and location of graves. [PL 1991, c. 412, §2 (NEW).] D. When the investigation is complete, if no human remains are discovered, the person responsible for the investigation shall notify the code enforcement officer of the results and the code enforcement officer shall revoke the stop-work order if satisfied that the investigation is complete and accurate. [PL 1991, c. 412, §2 (NEW).] E. If a burial site is discovered, excavation or construction may not continue except in accordance with subsection 1 and other applicable provisions of state law. [PL 1991, c. 412, §2 (NEW).] [PL 1991, c. 412, §2 (NEW).]

3. Application. This section applies only to burial sites and established cemeteries containing the bodies of humans. [PL 2007, c. 112, §3 (AMD).]
13 M.R.S. § 2864 — ME Code / Title 13 / Part 2 / Chapter 93 / Section 2864
13 §2864. Insurance; losses
Status: in_force

A parish in the actual occupancy of a church, meetinghouse or other building used for religious purposes may insure it against loss by fire. In case of such loss, the company insuring it shall not deny the occupancy of the parish, its legal existence or its right to maintain an action on the policy. The money so recovered shall be held by the parish in trust for repairing or restoring the building, and shall be so applied.
13-C M.R.S. § 1201 — ME Code / Title 13-C / Chapter 12 / Section 1201
13-C §1201. Disposition of assets not requiring shareholder approval
Status: in_force

Approval of the shareholders of a corporation is not required, unless the articles of incorporation otherwise provide, to: [PL 2001, c. 640, Pt. A, §2 (NEW); PL 2001, c. 640, Pt. B, §7 (AFF).]

1. Usual and regular course of business. Sell, lease, exchange or otherwise dispose of any or all of the corporation's assets in the usual and regular course of business; [PL 2001, c. 640, Pt. A, §2 (NEW); PL 2001, c. 640, Pt. B, §7 (AFF).]

2. Grants of security, etc. Mortgage, pledge, dedicate to the repayment of indebtedness, whether with or without recourse, or otherwise encumber any or all of the corporation's assets, whether or not in the usual and regular course of business; [PL 2001, c. 640, Pt. A, §2 (NEW); PL 2001, c. 640, Pt. B, §7 (AFF).]

3. Transfers to subsidiaries. Transfer any or all of the corporation's assets to one or more corporations or other entities, all of the shares or interests of which are owned by the corporation; or [PL 2001, c. 640, Pt. A, §2 (NEW); PL 2001, c. 640, Pt. B, §7 (AFF).]

4. Distribute assets to shareholders. Distribute assets pro rata to the holders of one or more classes or series of the corporation's shares. [PL 2001, c. 640, Pt. A, §2 (NEW); PL 2001, c. 640, Pt. B, §7 (AFF).]
13 M.R.S. § 1302 — ME Code / Title 13 / Part 2 / Chapter 83 / Section 1302
13 §1302. Recording of deeds
Status: in_force

Deeds of burial lots in any public cemetery may be recorded in the registry of deeds for the county or district where such cemetery is situated.
13 M.R.S. § 3115 — ME Code / Title 13 / Part 2 / Chapter 93 / Section 3115
13 §3115. Minority may occupy their share of time unless majority purchases
Status: in_force

The minority may occupy the house for their allotted time, unless the majority purchase their interest by paying the minority the sum at which it was appraised by the board; but if the minority decline so to sell, they shall not avail themselves of sections 3111 to 3114 .
13-B M.R.S. § 110 — ME Code / Title 13-B / Chapter 1 / Section 110
13-B §110. Effect of invalidity
Status: in_force

If any provision of this Act or any application of any provision to any person or circumstances is held unconstitutional or otherwise invalid, such invalidity shall not nullify or otherwise impair the remainder of this Act or any other provision or application thereof, but the effect shall be confined to the specific provision or application thereof held invalid, and for this purpose the provisions of this Act are declared to be severable. [PL 1977, c. 525, §13 (NEW).]
13-B M.R.S. § 1115 — ME Code / Title 13-B / Chapter 11 / Section 1115
13-B §1115. Appeal from denial of reinstatement
Status: in_force

1. Denial of reinstatement. If the Secretary of State denies a corporation's application for reinstatement following administrative dissolution, the Secretary of State shall serve the corporation as required under section 1113, subsection 7 with a written notice that explains the reason or reasons for denial. [PL 2007, c. 323, Pt. B, §14 (AMD); PL 2007, c. 323, Pt. G, §4 (AFF).]

2. Appeal. A corporation may appeal a denial of reinstatement under subsection 1 to the Superior Court of the county where the corporation's principal office is located or, if there is no principal office in this State, in Kennebec County within 30 days after the date of the notice of denial. The corporation appeals by petitioning the court to set aside the dissolution and attaching to the petition copies of the Secretary of State's notice of administrative dissolution, the corporation's application for reinstatement and the Secretary of State's notice of denial. [PL 2003, c. 631, §3 (NEW).]

3. Court action. The court may summarily order the Secretary of State to reinstate an administratively dissolved corporation or may take other action the court considers appropriate. [PL 2003, c. 631, §3 (NEW).]

4. Final decision. The court's final decision in an appeal under this section may be appealed as in other civil proceedings. [PL 2003, c. 631, §3 (NEW).]
13 M.R.S. § 984 — ME Code / Title 13 / Part 2 / Chapter 81 / Section 984
13 §984. Use of badges, emblems or names without authority
Status: in_force

A person may not wear or exhibit the badge, button, emblem, decoration, insignia or charm or assume or use the name of any benevolent, humane, fraternal or charitable corporation incorporated under the laws of this State, or any other state, or of the United States, or holding its charter or warrant under some recognized supreme grand body having authority to issue the same, or assume or claim to be a member thereof, or of a benevolent, humane, fraternal or charitable corporation or organization, the name of which so nearly resembles the name of any other corporation or organization existing prior to the organization of the corporation, organization or association of which the person may claim to be a member, the name whereof may be calculated to deceive the people with respect to any such prior corporation or organization, unless the person is authorized under the laws, statutes, rules, regulations and bylaws of such former corporation or organization to wear such badge, button, emblem, decoration, insignia or charm, or to use and assume such name as a member thereof. This chapter may not be construed to forbid the use of such a badge as a measure of protection by the spouse, parent, sibling or child of any person entitled to wear the same. [RR 2025, c. 1, Pt. E, §5 (COR).]
13 M.R.S. § 2235 — ME Code / Title 13 / Part 2 / Chapter 87 / Section 2235
13 §2235. Stocks and bonds; acquisition and ownership
Status: in_force

An association may purchase or otherwise acquire, hold, own and exercise all rights of ownership in, sell, transfer or pledge the payments of dividends or interest on, or the retirement or redemption of, such shares of the capital stock or bonds of any corporation or association engaged in any related activity or in the warehousing or handling or marketing or packing or manufacturing or processing or preparing for market of any of the fishery products handled by the association.
13 M.R.S. § 2059 — ME Code / Title 13 / Part 2 / Chapter 87 / Section 2059
13 §2059. Prohibited transfers
Status: in_force

The bylaws shall prohibit the transfer of the common stock or membership certificates of the associations to persons not engaged in the fishery business.
13-C M.R.S. § 622 — ME Code / Title 13-C / Chapter 6 / Section 622
13-C §622. Issuance of shares
Status: reserved

1. Reservation of powers. The powers granted in this section to the board of directors of a corporation may be reserved to the shareholders by the articles of incorporation. [PL 2001, c. 640, Pt. A, §2 (NEW); PL 2001, c. 640, Pt. B, §7 (AFF).]

2. Consideration. The board of directors of a corporation may authorize shares to be issued for consideration consisting of any tangible or intangible property or benefit to the corporation, including cash, promissory notes, services performed, contracts for services to be performed or other securities of the corporation. [PL 2001, c. 640, Pt. A, §2 (NEW); PL 2001, c. 640, Pt. B, §7 (AFF).]

3. Determination of adequate consideration. Before the corporation issues shares, its board of directors must determine that the consideration received or to be received for shares to be issued is adequate. The determination by the board of directors is conclusive insofar as the adequacy of consideration for the issuance of shares relates to whether the shares are validly issued, fully paid and nonassessable. [PL 2001, c. 640, Pt. A, §2 (NEW); PL 2001, c. 640, Pt. B, §7 (AFF).]

4. Fully paid; nonassessable. When the corporation receives the consideration for which its board of directors authorized the issuance of shares under subsection 3 , those shares issued are fully paid and nonassessable. [PL 2001, c. 640, Pt. A, §2 (NEW); PL 2001, c. 640, Pt. B, §7 (AFF).]

5. Escrow. The corporation may place in escrow shares issued for a contract for future services or benefits or for a promissory note or may make other arrangements to restrict the transfer of the shares and may credit distributions in respect of the shares against their purchase price until the services are performed, the note is paid or the benefits received. If the services are not performed, the note is not paid or the benefits are not received, the shares escrowed or restricted and the distributions credited may be cancelled in whole or part. [PL 2001, c. 640, Pt. A, §2 (NEW); PL 2001, c. 640, Pt. B, §7 (AFF).]
13 M.R.S. § 1829 — ME Code / Title 13 / Part 2 / Chapter 85 / Section 1829
13 §1829. Information and advice for members
Status: in_force

1. Not in restraint of trade. No association complying with the terms hereof shall be deemed to be a conspiracy, or a combination in restraint of trade or an illegal monopoly; or be deemed to have been formed for the purpose of lessening competition or fixing prices arbitrarily, nor shall the contracts between the association and its members, or any agreements authorized in this subchapter, be construed as an unlawful restraint of trade or as part of a conspiracy or combination to accomplish an improper or illegal purpose or act.

2. Information. An association may acquire, exchange, interpret and disseminate to its members, to other cooperative associations and otherwise, past, present and prospective crop, market, statistical, economic and other similar information relating to the business of the association, either directly or through an agent created or selected by it or by other associations acting in conjunction with it.

3. Advice. An association may advise its members in respect to the adjustment of their current and prospective production of agricultural commodities and its relation to the prospective volume of consumption, selling prices and existing or potential surplus, to the end that every market may be served from the most convenient productive areas under a program of orderly marketing that will assure adequate supplies without undue enhancement of prices or the accumulation of any undue surplus.
13-B M.R.S. § 1210-B — ME Code / Title 13-B / Chapter 12 / Section 1210-B
13-B §1210-B. Procedure for and effect of revocation
Status: in_force

1. Notice of determination. If the Secretary of State determines that one or more grounds exist under section 1210-A for the revocation of authority, the Secretary of State shall serve the foreign corporation with written notice of the Secretary of State's determination as required by subsection 7 . [PL 2007, c. 323, Pt. B, §20 (AMD); PL 2007, c. 323, Pt. G, §4 (AFF).]

2. Revocation. The foreign corporation's authority is revoked 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 foreign corporation has failed to correct the ground or grounds for revocation. The Secretary of State shall send notice to the foreign corporation, as required by subsection 7 , that recites the ground or grounds for revocation and the effective date of revocation. [PL 2007, c. 323, Pt. B, §21 (AMD); PL 2007, c. 323, Pt. G, §4 (AFF).]

3. Authority to carry on activities ceases. The authority of a foreign corporation to carry on activities in this State ceases on the date of revocation of its authority. [PL 2003, c. 631, §5 (NEW).]

4. Secretary of State appointed as agent for service of process. The Secretary of State's revocation of a foreign corporation's authority appoints the Secretary of State as the foreign corporation's agent for service of process in any proceeding based on a cause of action that arose during the time the foreign corporation was authorized to carry on activities in this State. Service of process on the Secretary of State under this subsection is service on the foreign corporation. Upon receipt of process, the Secretary of State shall mail a copy of the process to the foreign corporation at its principal office shown in its most recent annual report or in any subsequent communication received from the corporation stating the current mailing address of its principal office or, if no other address is on file, in its application for authority. [PL 2003, c. 631, §5 (NEW).]

5. Registered agent; not terminated. Revocation of a foreign corporation's authority to carry on activities in this State does not terminate the authority of the registered agent of the corporation. [PL 2003, c. 631, §5 (NEW).]

6. Authorization after revocation. A foreign corporation whose authority to carry on activities in this State has been revoked under this section and that wishes to carry on activities again in this State must be authorized as provided in this chapter. [PL 2003, c. 631, §5 (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 foreign 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 in this State and the registered or principal office, wherever located, of the corporation. [PL 2007, c. 323, Pt. B, §22 (NEW); PL 2007, c. 323, Pt. G, §4 (AFF).]
13-C M.R.S. § 810 — ME Code / Title 13-C / Chapter 8 / Section 810
13-C §810. Vacancy on board
Status: in_force

1. Vacancy. Unless the corporation's articles of incorporation or bylaws provide otherwise, if a vacancy occurs on a board of directors, including a vacancy resulting from an increase in the number of directors, the vacancy may be filled: A. By the shareholders; [PL 2001, c. 640, Pt. A, §2 (NEW); PL 2001, c. 640, Pt. B, §7 (AFF).] B. By the corporation's board of directors; or [PL 2001, c. 640, Pt. A, §2 (NEW); PL 2001, c. 640, Pt. B, §7 (AFF).] C. If the directors remaining in office constitute fewer than a quorum of the board, by the affirmative vote of a majority of all the directors remaining in office. [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. Voting group. If the vacant office was held by a director elected by a voting group of shareholders, only the holders of shares of that voting group are entitled to vote to fill the vacancy if it is filled by the shareholders and only the directors elected by that voting group are entitled to fill the vacancy if it is filled by the directors. [PL 2007, c. 289, §15 (AMD).]

3. Specified date of vacancy. A vacancy that will occur at a specific later date may be filled before the vacancy occurs but the new director may not take office until the vacancy occurs. [PL 2001, c. 640, Pt. A, §2 (NEW); PL 2001, c. 640, Pt. B, §7 (AFF).]
13 M.R.S. § 2867 — ME Code / Title 13 / Part 2 / Chapter 93 / Section 2867
13 §2867. No compulsion; withdrawals
Status: in_force

A person described in section 2866 may not be a member of a parish or religious society without the person's consent. A person may dissolve that person's connection with a parish or religious society by leaving with its clerk a certificate of the person's intention to do so, and all the person's liability for future expenses ceases; but the person may be taxed for money previously raised, except in case of removal from a local parish. [RR 2025, c. 1, Pt. E, §35 (COR).]
13-C M.R.S. § 702 — ME Code / Title 13-C / Chapter 7 / Section 702
13-C §702. Special meeting
Status: in_force

1. Special meeting required. A corporation shall hold a special meeting of its shareholders: A. On call of the board of directors or the person or persons authorized to do so by its articles of incorporation or bylaws; or [PL 2001, c. 640, Pt. A, §2 (NEW); PL 2001, c. 640, Pt. B, §7 (AFF).] B. If shareholders holding at least 10% of all the votes entitled to be cast on an issue proposed to be considered at the proposed special meeting sign, date and deliver to the corporation one or more written demands for the meeting describing the purpose or purposes for which it is to be held, except that the articles of incorporation may fix a lower percentage or a higher percentage not exceeding 25% of all the votes entitled to be cast on any issue proposed to be considered. Unless otherwise provided in the articles of incorporation, a written demand for a special meeting may be revoked by a writing to that effect received by the corporation prior to the receipt by the corporation of demands sufficient in number to require the holding of a special meeting. [PL 2015, c. 259, §6 (AMD).] [PL 2015, c. 259, §6 (AMD).]

2. Record date for determining entitlement to special meeting. If not otherwise fixed under section 703 or 707 , the record date for determining shareholders entitled to demand a special meeting is the date the first shareholder signs the demand. [PL 2001, c. 640, Pt. A, §2 (NEW); PL 2001, c. 640, Pt. B, §7 (AFF).]

3. Place of special meetings. Special meetings may be held in or out of this State at the place stated in or fixed in accordance with the corporation's bylaws. If no place is stated or fixed in accordance with the bylaws, special meetings must be held at the corporation's principal office. [PL 2001, c. 640, Pt. A, §2 (NEW); PL 2001, c. 640, Pt. B, §7 (AFF).]

4. Scope of special meeting. Only business within the purpose or purposes described in the meeting notice required by section 705, subsection 3 may be conducted at a special meeting. [PL 2001, c. 640, Pt. A, §2 (NEW); PL 2001, c. 640, Pt. B, §7 (AFF).]
13-C M.R.S. § 1825 — ME Code / Title 13-C / Chapter 18 / Section 1825
13-C §1825. Right of action
Status: in_force

1. General rule. Except in a benefit enforcement proceeding, a person may not bring an action or assert a claim against a benefit corporation or its directors or officers with respect to: A. Failure to pursue or create general public benefit or a specific public benefit set forth in the articles of incorporation; or [PL 2019, c. 328, §1 (NEW).] B. Violation of an obligation, duty or standard of conduct under this chapter. [PL 2019, c. 328, §1 (NEW).] [PL 2019, c. 328, §1 (NEW).]

2. Limitation on liability of corporation. A benefit corporation is not liable for monetary damages under this chapter for any failure of the benefit corporation to pursue or create general public benefit or a specific public benefit. [PL 2019, c. 328, §1 (NEW).]

3. Standing. A benefit enforcement proceeding may be commenced or maintained only: A. Directly by the benefit corporation; or [PL 2019, c. 328, §1 (NEW).] B. Derivatively in accordance with chapter 7, subchapter 4 by: (1) A person or group of persons that owned beneficially or of record at least 2% of the total number of shares of a class or series outstanding at the time of the act or omission complained of; (2) A director; (3) A person or group of persons that owned beneficially or of record 5% or more of the outstanding equity interests in an entity of which the benefit corporation is a subsidiary at the time of the act or omission complained of; or (4) Other persons as specified in the articles of incorporation or bylaws of the benefit corporation. [PL 2019, c. 328, §1 (NEW).] [PL 2019, c. 328, §1 (NEW).]

4. Beneficial ownership. For purposes of this section, a person is the beneficial owner of shares or equity interests if the shares or equity interests are held in a voting trust or by a nominee on behalf of the beneficial owner. [PL 2019, c. 328, §1 (NEW).]
13 M.R.S. § 1955 — ME Code / Title 13 / Part 2 / Chapter 85 / Section 1955
13 §1955. Definitions
Status: in_force

As used in this Article, unless the context otherwise requires, the following words shall have the following meanings. [PL 1973, c. 621, §1 (NEW).]

1. Association of producers. "Association of producers" means any association of producers of agricultural products organized and existing under this subchapter. [PL 1973, c. 621, §1 (NEW).]

2. Board. "Board" means the Maine Agricultural Bargaining Board provided for in this Article. [PL 1973, c. 621, §1 (NEW).]

3. Handler. "Handler" means any person engaged in the business or practice of: A. Acquiring agricultural products from producers or associations of producers for processing or sale; [PL 1973, c. 621, §1 (NEW).] B. Grading, packaging, handling, storing or processing agricultural products received from producers or associations of producers; [PL 1973, c. 621, §1 (NEW).] C. Contracting or negotiating contracts or other arrangements, written or oral, with or on behalf of producers or associations of producers with respect to the production or marketing of any agricultural product; or [PL 1973, c. 621, §1 (NEW).] D. Acting as an agent or broker for a handler in the performance of any function or act specified in paragraph A , B or C . [PL 1973, c. 621, §1 (NEW).] In the case of potatoes, "handler" means a processor as defined under Title 7, section 1012, subsection 14 or a person or company acting as an agent, broker or dealer as defined under Title 7, section 1012, subsections 1 , 3 and 5 , respectively, for a processor located or licensed in the State and providing more than 100,000 hundredweight of potatoes annually to any one processor. [PL 2007, c. 499, §2 (AMD).]

4. Person. "Person" includes one or more individuals, partnerships, corporations and associations. [PL 1973, c. 621, §1 (NEW).]

5. Producer. "Producer" means a person engaged in the production of agricultural products as a farmer, planter, rancher, poultry farmer, dairy farmer, fruit, vegetable or nut grower, or independent agricultural contractor as specified in section 1774, subsections 6‑A and 8‑A . If a producer is also a handler, the producer is considered only a handler for the purposes of this Act. [PL 2019, c. 248, §3 (AMD).]

6. Qualified association. "Qualified association" means an association of producers accredited in accordance with section 1957 . [PL 1973, c. 621, §1 (NEW).]
13-C M.R.S. § 1523 — ME Code / Title 13-C / Chapter 15 / Section 1523
13-C §1523. Withdrawal upon conversion to a nonfiling entity
Status: in_force

1. Withdrawal upon conversion. A foreign business corporation authorized to transact business in this State that converts to a domestic or foreign nonfiling entity shall file an application of withdrawal by delivering an application to the Secretary of State for filing. The application must set forth: A. The name of the foreign business corporation, the name of the state or country under whose law it was incorporated before the conversion and the date on which the foreign corporation was authorized to transact business in this State; [PL 2003, c. 344, Pt. B, §128 (AMD).] B. That the foreign business corporation surrenders its authority to transact business in this State as a foreign business corporation; [PL 2001, c. 640, Pt. A, §2 (NEW); PL 2001, c. 640, Pt. B, §7 (AFF).] C. The type of other entity to which the foreign business corporation has been converted and the jurisdiction whose laws govern its internal affairs; and [PL 2001, c. 640, Pt. A, §2 (NEW); PL 2001, c. 640, Pt. B, §7 (AFF).] D. If the foreign business corporation has been converted to a foreign other entity, the following information: (1) That it revokes the authority of its registered agent to accept service on its behalf and appoints the Secretary of State as its agent for service of process in any proceeding based on a cause of action arising during the time it was authorized to transact business in this State; (2) A mailing address to which the Secretary of State may mail a copy of any process served on the Secretary of State under subparagraph (1); and (3) A commitment to notify the Secretary of State in the future of any change in its mailing address. [PL 2001, c. 640, Pt. A, §2 (NEW); PL 2001, c. 640, Pt. B, §7 (AFF).] [PL 2003, c. 344, Pt. B, §128 (AMD).]

2. Conversion to foreign other entity; service of process. After the withdrawal under this section of a corporation that has converted to a foreign other entity is effective, service of process on the Secretary of State is service on the foreign other entity. Upon receipt of process, the Secretary of State shall mail a copy of the process to the foreign other entity at the mailing address set forth under subsection 1, paragraph D . [RR 2013, c. 2, §24 (COR).]

3. Conversion to domestic other entity, service of process. After the withdrawal under this section of a corporation that has converted to a domestic other entity is effective, service of process must be made on the other entity in accordance with the regular procedures for service of process on the form of other entity to which the corporation was converted. [PL 2001, c. 640, Pt. A, §2 (NEW); PL 2001, c. 640, Pt. B, §7 (AFF).]
13-B M.R.S. § 1202 — ME Code / Title 13-B / Chapter 12 / Section 1202
13-B §1202. Application for authority
Status: in_force

1. Application. A foreign corporation may apply for authority to carry on activities in this State by executing and delivering for filing, as provided by sections 104 and 106 , an application setting forth: A. The name of the corporation; [PL 1977, c. 525, §13 (NEW).] B. The jurisdiction of its incorporation; [PL 1977, c. 525, §13 (NEW).] C. The date of incorporation; [PL 1999, c. 594, §11 (AMD).] D. A statement of the purpose or purposes which it is authorized to pursue under the laws of its jurisdiction of incorporation; and a statement of the purpose or purposes which it seeks authority to pursue in this State if it does not ask authority to pursue all of the purposes authorized under the laws of its jurisdiction of incorporation; [PL 1977, c. 525, §13 (NEW).] E. The address of the registered or principal office of the corporation in the jurisdiction of its incorporation or the principal office wherever located; and [PL 1997, c. 376, §26 (AMD).] F. The information required by Title 5, section 105, subsection 1 . [PL 2007, c. 323, Pt. B, §15 (AMD); PL 2007, c. 323, Pt. G, §4 (AFF).] [PL 2007, c. 323, Pt. B, §15 (AMD); PL 2007, c. 323, Pt. G, §4 (AFF).]

2. Certificate of existence. The application of the corporation for authority must be accompanied by a certificate of existence or a document of similar import duly authenticated by the secretary of state or other official having custody of corporate records in the state or country under whose law the foreign corporation is incorporated. The certificate of existence must have been made not more than 90 days prior to the delivery of the application for filing. [PL 2003, c. 344, Pt. B, §17 (AMD).]
13-C M.R.S. § 1507-A — ME Code / Title 13-C / Chapter 15 / Section 1507-A
13-C §1507-A. Registered agent of foreign corporation
Status: in_force

Each foreign corporation authorized to transact business in this State 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, §5 (NEW).]
13 M.R.S. § 171 — ME Code / Title 13 / Part 1 / Chapter 5 / Section 171
13 §171. Formation of trusts forbidden
Status: in_force

It is unlawful for any firm or incorporated company, or any number of firms or incorporated companies, or any unincorporated company or association of persons or stockholders, organized for the purpose of manufacturing, producing, refining or mining any article or product that enters into general use and consumption by the people, to form or organize any trust or to enter into any combination of firms, incorporated or unincorporated companies or association of stockholders, or to delegate to any one or more board or boards of trustees or directors the power to conduct and direct the business of the whole number of firms, corporations, companies or associations that have formed or that propose to form a trust, combination or association inconsistent with this section and contrary to public policy. No association or corporation organized for the sole purpose of marketing fish, shellfish or any of the fish products or agricultural products of this State, or the members of or stockholders in which are actually engaged in the production of such products, or in the selling, canning or otherwise preserving of fish products, may be deemed to be a conspiracy or a combination or in restraint of trade or an attempt to lessen competition or to fix prices arbitrarily; nor may the marketing contracts and agreements between such association or corporation and its members or stockholders be considered illegal as such or in unlawful restraint of trade or as part of a conspiracy or combination to accomplish an improper or illegal purpose. [PL 2003, c. 46, §2 (AMD).]
13-C M.R.S. § 1620 — ME Code / Title 13-C / Chapter 16 / Section 1620
13-C §1620. Financial statements for shareholders
Status: in_force

1. Financial statements. No later than 5 months after the close of each fiscal year, each corporation that is not a close corporation shall deliver to its shareholders annual financial statements, which may be consolidated or combined statements of the corporation and one or more of its subsidiaries, as appropriate, that include a balance sheet as of the end of the fiscal year, an income statement for that year and a statement of changes in shareholders' equity for the year unless that information appears elsewhere in the financial statements. If financial statements are prepared for the corporation on the basis of generally accepted accounting principles, the annual financial statements must also be prepared on that basis. A public corporation may fulfill its responsibilities under this section by delivering the specified financial statements or otherwise making them available in any manner permitted by the applicable rules and regulations of the United States Securities and Exchange Commission. [PL 2011, c. 274, §79 (AMD).]

2. Written demand for copy of financial statement. Upon written demand of any shareholder of a corporation, the corporation shall deliver to that shareholder a copy of the most recent annual financial statement prepared in accordance with subsection 1 . If the annual financial statement is reported upon by a public accountant, the accountant's report must accompany it. If the annual financial statement is not reported upon by a public accountant, the statement must be accompanied by a statement of the president or the person responsible for the corporation's accounting records: A. Stating the reporter's reasonable belief whether the statement was prepared on the basis of generally accepted accounting principles and, if not, describing the basis of preparation; and [PL 2001, c. 640, Pt. A, §2 (NEW); PL 2001, c. 640, Pt. B, §7 (AFF).] B. Describing any respects in which the statement was not prepared on a basis of accounting consistent with the statement prepared for the preceding year. [PL 2001, c. 640, Pt. A, §2 (NEW); PL 2001, c. 640, Pt. B, §7 (AFF).] [PL 2011, c. 274, §80 (AMD).]

3. Restrictions on disclosure of financial statement. The articles of incorporation or bylaws of a corporation may impose reasonable restrictions regarding the disclosure of financial information as a condition to delivery of an annual financial statement to a shareholder in accordance with this section. [PL 2001, c. 640, Pt. A, §2 (NEW); PL 2001, c. 640, Pt. B, §7 (AFF).]
13 M.R.S. § 1348 — ME Code / Title 13 / Part 2 / Chapter 83 / Section 1348
13 §1348. Permanent care and improvement fund
Status: in_force

Every cemetery association or other agency establishing, maintaining and operating a community mausoleum shall create and establish a permanent care and improvement fund, distinct and separate from the permanent care and improvement fund of its cemetery, the income whereof shall be devoted to the care, maintenance and improvement of such community mausoleum. Such permanent care and improvement fund shall be created by applying to such fund at least 30% of the proceeds received, in full and installments, from the sales of crypts in such mausoleum.
13-C M.R.S. § 1811 — ME Code / Title 13-C / Chapter 18 / Section 1811
13-C §1811. Corporate purposes
Status: in_force

1. General public benefit purpose. A benefit corporation must have a purpose of creating general public benefit. This purpose is in addition to its purpose under section 301 . [PL 2019, c. 328, §1 (NEW).]

2. Optional specific public benefit purpose. The articles of incorporation of a benefit corporation may identify one or more specific public benefits that it is the purpose of the benefit corporation to create in addition to its purposes under section 301 and subsection 1 . The identification of a specific public benefit under this subsection does not limit the purpose of a benefit corporation to create general public benefit under subsection 1 . [PL 2019, c. 328, §1 (NEW).]

3. Effect of purposes. The creation of general public benefit and a specific public benefit under subsections 1 and 2 is in the best interests of the benefit corporation. [PL 2019, c. 328, §1 (NEW).]

4. Amendment. A benefit corporation may amend its articles of incorporation to add, amend or delete the identification of a specific public benefit that it is the purpose of the benefit corporation to create. In order to be effective, the amendment must be adopted by at least the minimum status vote. [PL 2019, c. 328, §1 (NEW).]

5. Professional corporation. A professional corporation that is a benefit corporation does not violate Title 13, section 732 by having the purpose to create general public benefit or a specific public benefit. [PL 2019, c. 328, §1 (NEW).]
13-C M.R.S. § 202 — ME Code / Title 13-C / Chapter 2 / Section 202
13-C §202. Articles of incorporation
Status: in_force

1. Required elements. The articles of incorporation of a corporation must set forth: A. A corporate name for the corporation that satisfies the requirements of section 401 ; [PL 2001, c. 640, Pt. A, §2 (NEW); PL 2001, c. 640, Pt. B, §7 (AFF).] B. The number of shares the corporation is authorized to issue and, if there are 2 or more classes of shares, the number of shares and a description of the rights in each class, as provided in section 601, subsection 1 ; [PL 2003, c. 344, Pt. B, §41 (AMD).] C. The information required by Title 5, section 105, subsection 1 ; and [PL 2007, c. 323, Pt. C, §9 (AMD); PL 2007, c. 323, Pt. G, §4 (AFF).] D. The name and address of each incorporator. [PL 2003, c. 344, Pt. B, §41 (AMD).] E. [PL 2003, c. 344, Pt. B, §42 (RP).] [PL 2007, c. 323, Pt. C, §9 (AMD); PL 2007, c. 323, Pt. G, §4 (AFF).]

2. Optional elements. The articles of incorporation of a corporation may set forth: A. The names and addresses of the individuals who are to serve as the initial directors; [PL 2001, c. 640, Pt. A, §2 (NEW); PL 2001, c. 640, Pt. B, §7 (AFF).] B. A provision not inconsistent with law regarding: (1) The purpose or purposes for which the corporation is organized; (2) Managing the business and regulating the affairs of the corporation; (3) Defining, limiting and regulating the powers of the corporation, its board of directors and its shareholders; (4) A par value for authorized shares or classes of shares; or (5) The imposition of personal liability on shareholders for the debts of the corporation to a specified extent and upon specified conditions; [PL 2001, c. 640, Pt. A, §2 (NEW); PL 2001, c. 640, Pt. B, §7 (AFF).] C. Any provision that under this Act is required or permitted to be set forth in the bylaws of the corporation; [PL 2001, c. 640, Pt. A, §2 (NEW); PL 2001, c. 640, Pt. B, §7 (AFF).] D. A provision eliminating or limiting the liability of a director to the corporation or its shareholders for money damages for an action taken or a failure to take an action as a director, except liability for: (1) The amount of a financial benefit received by a director to which the director is not entitled; (2) An intentional infliction of harm on the corporation or its shareholders; (3) A violation of section 833 ; or (4) An intentional violation of criminal law; [PL 2015, c. 259, §2 (AMD).] E. A provision permitting or making obligatory indemnification of a director for liability, as defined in section 851, subsection 5 , to any person for an action taken or a failure to take an action as a director, except liability for: (1) Receipt of a financial benefit to which the director is not entitled; (2) An intentional infliction of harm on the corporation or its shareholders; (3) A violation of section 833 ; or (4) An intentional violation of criminal law; and [PL 2015, c. 259, §2 (AMD).] F. A provision limiting or eliminating any duty of a director or any other person to offer the corporation the right to have or participate in any, or one or more classes or categories of, business opportunities, prior to the pursuit or taking of the opportunity by the director or other person; only if any application of the provision to an officer or a related person of that officer: (1) Also requires a determination by the board of directors by action of qualified directors taken in compliance with the same procedures as are set forth in section 873 subsequent to the effective date of the provision applying the provision to a particular officer or any related person of that officer; and (2) May be limited by the authorizing action of the board. [PL 2015, c. 259, §3 (NEW).] [PL 2015, c. 259, §§2, 3 (AMD).]

2-A. Related person. As used in this section, "related person" has the meaning set forth in section 871, subsection 3 . [PL 2015, c. 259, §4 (NEW).]

3. Enumeration of corporate powers unnecessary. The articles of incorporation of a corporation need not set forth any of the corporate powers enumerated in this Act. [PL 2001, c. 640, Pt. A, §2 (NEW); PL 2001, c. 640, Pt. B, §7 (AFF).]

4. Incorporation prior to effective date of Act. If a corporation was incorporated in this State before the effective date of this Act, the corporation's articles of incorporation as of the effective date of this Act are deemed to include a provision eliminating monetary liability of directors to the fullest extent permitted by subsection 2, paragraph D . The corporation may, by later amendment approved in accordance with section 1002 or 1003 , repeal or restrict this limitation of liability with regard to conduct of a director that occurs subsequent to that amendment. [PL 2001, c. 640, Pt. A, §2 (NEW); PL 2001, c. 640, Pt. B, §7 (AFF).]

5. Filing of clerk's signed acceptance required. [PL 2009, c. 56, §15 (RP).]

6. Extrinsic facts. Provisions of the articles of incorporation 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, §43 (NEW).]
13 M.R.S. § 940 — ME Code / Title 13 / Part 2 / Chapter 81 / Section 940
13 §940. Indemnification
Status: in_force

Any domestic corporation organized without capital stock and any corporation located in Maine and chartered by the Commonwealth of Massachusetts prior to the Articles of Separation may, by vote of its directors, trustees or managing board, however designated, or pursuant to bylaw, indemnify its trustees, directors, managing board, officers, employees and agents and may purchase and maintain insurance to indemnify any such person to the extent provided by Title 13-C, chapter 8, subchapter 5 , except where inconsistent with any specific provision of any public law or private and special act applicable thereto. This section does not apply to corporations organized under or governed by Title 13-B . [RR 2001, c. 2, Pt. B, §26 (COR); RR 2001, c. 2, Pt. B, §58 (AFF).]
13-C M.R.S. § 854 — ME Code / Title 13-C / Chapter 8 / Section 854
13-C §854. Advance for expenses
Status: in_force

1. Conditions. A corporation may, before final disposition of a proceeding, advance funds to pay for or reimburse the expenses incurred in connection with the proceeding by an individual who is a party to the proceeding because that individual is a member of the board of directors, if the individual delivers to the corporation: A. A signed written affirmation of the individual's good faith belief that the individual has met the relevant standard of conduct described in section 852, subsection 1 or that the proceeding involves conduct for which liability has been eliminated under a provision of the corporation's articles of incorporation as authorized by section 202, subsection 2, paragraph D ; and [PL 2011, c. 274, §33 (AMD).] B. The individual's signed written undertaking to repay any funds advanced if the individual is not entitled to mandatory indemnification under section 853 and it is ultimately determined under section 855 or 856 that the individual has not met the relevant standard of conduct described in section 852 . [PL 2011, c. 274, §33 (AMD).] [PL 2011, c. 274, §33 (AMD).]

2. Repayment obligation. The undertaking required by subsection 1, paragraph B must be an unlimited general obligation of the director but need not be secured and may be accepted without reference to the financial ability of the director to make repayment. [PL 2003, c. 344, Pt. B, §68 (AMD).]

3. Authorization process. Authorizations under this section may be made: A. By the corporation's board of directors: (1) If there are 2 or more qualified directors, by a majority vote of all the qualified directors, a majority of whom for this purpose constitutes a quorum, or by a majority of the members of a committee of 2 or more qualified directors appointed by a majority vote of all the qualified directors; or (2) If there are fewer than 2 qualified directors, by the vote necessary for action by the corporation's board of directors in accordance with section 825, subsection 3 , in which authorization directors who do not qualify as qualified directors may participate; or [PL 2007, c. 289, §24 (AMD).] B. By the shareholders, but shares owned by or voted under the control of a director who at the time is not a qualified director may not be voted on the authorization. [PL 2007, c. 289, §24 (AMD).] [PL 2007, c. 289, §24 (AMD).]
13-C M.R.S. § 302 — ME Code / Title 13-C / Chapter 3 / Section 302
13-C §302. General powers
Status: in_force

Unless its articles of incorporation provide otherwise, a corporation has perpetual duration and succession in its corporate name and has the same powers as an individual to do all things necessary or convenient to carry out its business and affairs, including, without limitation, power to: [PL 2001, c. 640, Pt. A, §2 (NEW); PL 2001, c. 640, Pt. B, §7 (AFF).]

1. Suit. Sue and be sued, complain and defend in its corporate name; [PL 2001, c. 640, Pt. A, §2 (NEW); PL 2001, c. 640, Pt. B, §7 (AFF).]

2. Corporate seal. Have a corporate seal, which may be altered at will, and to use it, or a facsimile of it, by impressing or affixing it or in any other manner reproducing it; [PL 2001, c. 640, Pt. A, §2 (NEW); PL 2001, c. 640, Pt. B, §7 (AFF).]

3. Bylaws. Make and amend bylaws, not inconsistent with its articles of incorporation or with the laws of this State, for managing the business and regulating the affairs of the corporation; [PL 2001, c. 640, Pt. A, §2 (NEW); PL 2001, c. 640, Pt. B, §7 (AFF).]

4. Acquire property. Purchase, receive, lease or otherwise acquire, and own, hold, improve, use and otherwise deal with, real or personal property or any legal or equitable interest in property, wherever located; [PL 2001, c. 640, Pt. A, §2 (NEW); PL 2001, c. 640, Pt. B, §7 (AFF).]

5. Dispose of property. Sell, convey, mortgage, pledge, lease, exchange and otherwise dispose of all or any part of its property; [PL 2001, c. 640, Pt. A, §2 (NEW); PL 2001, c. 640, Pt. B, §7 (AFF).]

6. Interest in obligations of other entity. Purchase, receive, subscribe for or otherwise acquire; own, hold, vote, use, sell, mortgage, lend, pledge or otherwise dispose of; and deal in and with shares or other interests in, or obligations of, any other entity; [PL 2001, c. 640, Pt. A, §2 (NEW); PL 2001, c. 640, Pt. B, §7 (AFF).]

7. Incur obligations. Make contracts and guarantees; incur liabilities; borrow money; issue its notes, bonds and other obligations, which may be convertible into or include the option to purchase other securities of the corporation; and secure any of its obligations by mortgage or pledge of any of its property, franchises or income; [PL 2001, c. 640, Pt. A, §2 (NEW); PL 2001, c. 640, Pt. B, §7 (AFF).]

8. Use of funds. Lend money, invest and reinvest its funds and receive and hold real and personal property as security for repayment; [PL 2001, c. 640, Pt. A, §2 (NEW); PL 2001, c. 640, Pt. B, §7 (AFF).]

9. Partnership; joint venture. Be a promoter, partner, member, associate or manager of any partnership, joint venture, trust or other entity; [PL 2001, c. 640, Pt. A, §2 (NEW); PL 2001, c. 640, Pt. B, §7 (AFF).]

10. Conduct business. Conduct its business, locate offices and exercise the powers granted by this Act within or without this State; [PL 2001, c. 640, Pt. A, §2 (NEW); PL 2001, c. 640, Pt. B, §7 (AFF).]

11. Directors, officers, employees, agents. Elect directors and appoint officers, employees and agents of the corporation, define their duties, fix their compensation and lend them money and credit; [PL 2001, c. 640, Pt. A, §2 (NEW); PL 2001, c. 640, Pt. B, §7 (AFF).]

12. Establish benefit or incentive plans. Pay pensions and establish pension plans, pension trusts, profit-sharing plans, share-bonus plans, share-option plans and benefit or incentive plans for any or all of its current or former directors, officers, employees and agents; [PL 2001, c. 640, Pt. A, §2 (NEW); PL 2001, c. 640, Pt. B, §7 (AFF).]

13. Make donations. Make donations for the public welfare or for charitable, scientific or educational purposes; [PL 2001, c. 640, Pt. A, §2 (NEW); PL 2001, c. 640, Pt. B, §7 (AFF).]

14. Transact business. Transact any lawful business that will aid governmental policy; [PL 2001, c. 640, Pt. A, §2 (NEW); PL 2001, c. 640, Pt. B, §7 (AFF).]

15. Actions in futherance of corporation. Make payments or donations or do any other lawful act that furthers the business and affairs of the corporation; [PL 2001, c. 640, Pt. A, §2 (NEW); PL 2001, c. 640, Pt. B, §7 (AFF).]

16. Cease activity. Cease its corporate activities and surrender its corporate franchise; [PL 2001, c. 640, Pt. A, §2 (NEW); PL 2001, c. 640, Pt. B, §7 (AFF).]

17. Other corporations. Form or acquire control of other corporations; [PL 2001, c. 640, Pt. A, §2 (NEW); PL 2001, c. 640, Pt. B, §7 (AFF).]

18. Life insurance. Provide, for its benefit, insurance on the life of any of its directors, officers or employees, or on the life of any shareholder; [PL 2001, c. 640, Pt. A, §2 (NEW); PL 2001, c. 640, Pt. B, §7 (AFF).]

19. Litigation expenses. Reimburse and indemnify litigation expenses of directors, officers and employees, as provided in chapter 8, subchapter V ; and [PL 2001, c. 640, Pt. A, §2 (NEW); PL 2001, c. 640, Pt. B, §7 (AFF).]

20. Acquire and dispose of own shares. Purchase and otherwise acquire and dispose of its own shares. [PL 2001, c. 640, Pt. A, §2 (NEW); PL 2001, c. 640, Pt. B, §7 (AFF).]
13 M.R.S. § 1184 — ME Code / Title 13 / Part 2 / Chapter 83 / Section 1184
13 §1184. Persons aggrieved; remedy
Status: in_force

Any person aggrieved by the amount of damages awarded may have them determined by written complaint to the Superior Court in the manner provided respecting damages for the establishment of town ways.
13-B M.R.S. § 1104 — ME Code / Title 13-B / Chapter 11 / Section 1104
13-B §1104. Articles of dissolution
Status: in_force

1. Certification provided. If voluntary dissolution proceedings have not been revoked, then when all debts, liabilities and obligations of the corporation have been paid and discharged, or adequate provision has been made therefor, and all remaining property and assets of the corporation have been distributed as provided in paragraph D , articles of dissolution shall be executed and delivered for filing as provided by sections 104 and 106 , and such articles shall set forth: A. The name of the corporation; [PL 1977, c. 525, §13 (NEW).] B. That the Secretary of State has previously filed a statement of intent to dissolve the corporation and the date on which such statement was filed; [PL 1977, c. 525, §13 (NEW).] C. That all debts, obligations and liabilities of the corporation have been paid and discharged or that adequate provision has been made therefor; [PL 1977, c. 525, §13 (NEW).] D. That all remaining property and assets of the corporation have been distributed among its members in accordance with their respective rights and interests, or have been otherwise distributed pursuant to the articles or bylaws of the corporation, as long as the remaining property and assets of a public benefit corporation are transferred to a public benefit corporation engaged in activities substantially similar to those of the dissolving or liquidating corporation or to another entity pursuant to a conversion plan approved pursuant to Title 5, sections 194‑B to 194‑K ; and [PL 2001, c. 550, Pt. C, §23 (AMD); PL 2001, c. 550, Pt. C, §29 (AFF).] E. That there are no suits pending against the corporation in any court or that adequate provision has been made for the satisfaction of any judgment, order or decree which may be entered against it in any pending suit. [PL 1977, c. 525, §13 (NEW).] [PL 2001, c. 550, Pt. C, §23 (AMD); PL 2001, c. 550, Pt. C, §29 (AFF).]

2. Existence of corporation ceased. Upon the filing date of the articles of dissolution, the existence of the corporation shall cease, except for the purpose of suits, other proceedings and appropriate corporate action by and against the members, directors and officers as provided in this Act. [PL 1977, c. 525, §13 (NEW).]
13 M.R.S. § 3113 — ME Code / Title 13 / Part 2 / Chapter 93 / Section 3113
13 §3113. Proportion of minority appraised
Status: in_force

The board shall appraise the value of the minority's proportion of the house, make a record of their proceedings, and within 10 days cause it to be transcribed into the records of such town.
13 M.R.S. § 1971 — ME Code / Title 13 / Part 2 / Chapter 85 / Section 1971
13 §1971. Title
Status: in_force

This subchapter shall be known and may be cited as the "Employee Cooperative Corporations Act." [PL 1983, c. 136 (NEW).]
13-B M.R.S. § 404 — ME Code / Title 13-B / Chapter 4 / Section 404
13-B §404. Filing of articles of incorporation
Status: in_force

1. Filing. When the articles of incorporation are delivered for filing by the Secretary of State, the Secretary of State shall, before filing them, determine that the articles: A. Comply with the requirements of sections 104 and 106 ; [PL 1977, c. 525, §13 (NEW).] B. Set forth the information required by sections 402 and 403 ; and [PL 1989, c. 501, Pt. L, §40 (AMD).] C. Do not adopt as the name of the corporation a name that is in violation of section 301‑A . [PL 2003, c. 344, Pt. B, §16 (AMD).] D. [PL 1989, c. 501, Pt. L, §40 (RP).] [PL 2003, c. 344, Pt. B, §16 (AMD).]

2. Secretary of State to file articles of incorporation. Upon making such determination, the Secretary of State shall file the articles of incorporation. [PL 1977, c. 525, §13 (NEW).]
13 M.R.S. § 1975 — ME Code / Title 13 / Part 2 / Chapter 85 / Section 1975
13 §1975. Formation of employee cooperative corporation; revocation
Status: in_force

1. Election. Any corporation organized under former Title 13-A or Title 13-C may elect to be governed as an employee cooperative under this subchapter, by so stating in its articles of incorporation or articles of amendment filed in accordance with Title 13-C . [RR 2001, c. 2, Pt. B, §31 (COR); RR 2001, c. 2, Pt. B, §58 (AFF).]

2. Revocation. An employee cooperative may revoke its election under this subchapter by a vote of 2/3 of the members and through articles of amendment duly filed in accordance with Title 13-C . [RR 2001, c. 2, Pt. B, §31 (COR); RR 2001, c. 2, Pt. B, §58 (AFF).]
13-C M.R.S. § 1604 — ME Code / Title 13-C / Chapter 16 / Section 1604
13-C §1604. Court-ordered inspection
Status: in_force

1. Order inspection. If a corporation does not allow a shareholder who complies with section 1602, subsection 2 to inspect and copy any records required by that subsection to be available for inspection, the Superior Court of the county where the corporation's principal office is located or, if none in this State, of Kennebec County may summarily order inspection and copying of the records demanded at the corporation's expense upon application of the shareholder. [PL 2007, c. 323, Pt. C, §37 (AMD); PL 2007, c. 323, Pt. G, §4 (AFF).]

2. Court order. If a corporation does not within a reasonable time allow a shareholder to inspect and copy any other record pursuant to this Act, the shareholder who complies with section 1602, subsections 3 and 4 may apply to the Superior Court in the county where the corporation's principal office is located or, if none in this State, in Kennebec County for an order to permit inspection and copying of the records demanded. An application under this subsection may be advanced on the docket and receive priority over other cases when the court determines that the interests of justice so require. [PL 2011, c. 559, Pt. A, §11 (AMD).]

3. Refuse inspection; good faith. If the court orders inspection and copying of the records demanded under subsection 1 or 2 , the court shall also order the corporation to pay the shareholder's expenses incurred to obtain the order unless the corporation proves that it refused inspection in good faith because it had a reasonable basis for doubt about the right of the shareholder to inspect the records demanded. [PL 2007, c. 289, §46 (AMD).]

4. Restrictions. If the court orders inspection and copying of the records demanded under subsection 1 or 2 , the court may impose reasonable restrictions on the use or distribution of the records by the demanding shareholder. [PL 2001, c. 640, Pt. A, §2 (NEW); PL 2001, c. 640, Pt. B, §7 (AFF).]
13 M.R.S. § 2903 — ME Code / Title 13 / Part 2 / Chapter 93 / Section 2903
13 §2903. Request of members for meeting
Status: in_force

When 5 members of any parish in writing request the assessors to call a meeting, or to insert any particular article in the warrant therefor, they shall do so.
13 M.R.S. § 3102 — ME Code / Title 13 / Part 2 / Chapter 93 / Section 3102
13 §3102. Dissenting pew owners; proceedings
Status: in_force

An owner or occupant of a pew in a meetinghouse who expresses dissent from a vote pursuant to section 3101 in writing to the clerk of the parish or incorporated church within one month from the time of holding a meeting must have the owner's or occupant's pew appraised, as provided in section 3105 , and the appraised value must be tendered to the owner or occupant in satisfaction of the owner's or occupant's claim for compensation and the owner or occupant shall then deliver a deed of the pew to the parish or incorporated church. If such dissent is not so expressed, the pew must be forever forfeited to the parish or incorporated church. [RR 2025, c. 1, Pt. E, §42 (COR).]
13 M.R.S. § 1822 — ME Code / Title 13 / Part 2 / Chapter 85 / Section 1822
13 §1822. Purposes
Status: in_force

Such association may be organized for the purpose of engaging in any cooperative activity for producers of agricultural products in connection with:

1. Producing, selling, etc. Producing, assembling, marketing, buying or selling agricultural products, or harvesting, preserving, drying, processing, manufacturing, blending, canning, packing, ginning, grading, storing, warehousing, handling, shipping or utilizing such products, or manufacturing or marketing the by-products thereof;

2. Equipment, feed, fertilizer, etc. Manufacturing, buying for or supplying to its members and other patrons, machinery, equipment, feed, fertilizer, fuel, seeds and other agricultural and household supplies;

3. Business or educational services. Performing or furnishing business or educational services, on a cooperative basis, for or to its members and other patrons; or

4. Financing. Financing any of the above enumerated activities for its members, subject to the limitations of Title 9-B, section 466 . [PL 1977, c. 564, §66 (AMD).]
13-B M.R.S. § 1405 — ME Code / Title 13-B / Chapter 14 / Section 1405
13-B §1405. Publications
Status: in_force

1. Informational publications. The Secretary of State may establish by rule in accordance with the Maine Administrative Procedure Act a fee schedule to cover the cost of printing and distribution of publications and to set forth the procedures for the sale of these publications. [PL 1991, c. 465, §34 (NEW).]

2. Fund; fees deposited. All fees collected pursuant to this section must be deposited in a fund for use by the Secretary of State for the purpose of replacing and updating publications offered in accordance with this Title and for funding new publications. [PL 1991, c. 465, §34 (NEW).]
13 M.R.S. § 2064 — ME Code / Title 13 / Part 2 / Chapter 87 / Section 2064
13 §2064. Districting territory; directors from districts; redistricting
Status: in_force

The bylaws may provide that the territory in which the association has members shall be divided into districts and that directors shall be elected from the several districts. In such case, the bylaws shall specify the number of directors to be elected by each district, the manner and method of reapportioning the directors and of redistricting the territory covered by the association.
13 M.R.S. § 2066 — ME Code / Title 13 / Part 2 / Chapter 87 / Section 2066
13 §2066. Directors; primary elections to nominate
Status: in_force

The bylaws may provide that primary elections shall be held to nominate directors. Where the bylaws provide that the territory in which the association has members shall be divided into districts, the bylaws may provide that the results of the primary elections in the various districts shall be final and shall be ratified at the annual meeting of the association.
13 M.R.S. § 1748 — ME Code / Title 13 / Part 2 / Chapter 85 / Section 1748
13 §1748. Organizational meeting
Status: in_force

Within 6 months after the first conveyance of a share to a member, an organizational meeting of the cooperative affordable housing corporation must be held for the purpose of adopting bylaws, electing officers and transacting such other business as may come before the meeting. [PL 1993, c. 300, §1 (NEW).]
13 M.R.S. § 1692 — ME Code / Title 13 / Part 2 / Chapter 85 / Section 1692
13 §1692. Transfer of shares and membership; withdrawal
Status: in_force

If a member desires to withdraw from the association or dispose of any or all of the member's holdings, the directors may purchase such holdings by paying the member the par value of any or all of the holdings offered. The directors shall then reissue or cancel the same. A vote of the majority of the members voting at a regular or special meeting may order the directors to exercise this power to purchase. [RR 2025, c. 1, Pt. E, §9 (COR).]

If the association fails, within 60 days of the original offer, to purchase all or any part of the holdings offered, the member may dispose of the unpurchased interest elsewhere, subject to the approval of the transferee by a majority vote of the directors. A would-be transferee not approved by the directors may appeal to the members at their first regular or special meeting thereafter, and the action of the meeting is final. If a transferee is not approved, the directors shall exercise their power to purchase if and when such a purchase can be made without jeopardizing the solvency of the association. [RR 2025, c. 1, Pt. E, §9 (COR).]
13-B M.R.S. § 1212-A — ME Code / Title 13-B / Chapter 12 / Section 1212-A
13-B §1212-A. Service of process upon authorized foreign nonprofit corporation
Status: in_force

Service of process, notice or demand required or permitted by law on a foreign nonprofit corporation qualified to carry on activities in this State is governed by Title 5, section 113 . [PL 2007, c. 323, Pt. B, §24 (NEW); PL 2007, c. 323, Pt. G, §4 (AFF).]