13-C M.R.S. § 942 — ME Code / Title 13-C / Chapter 9 / Section 942
13-C §942. Articles of domestication and conversion
Status: in_force

1. Conversion to domestic business corporation. After the conversion of a foreign nonprofit corporation to a domestic business corporation, referred to in this subsection as the "corporation," has been authorized as required by the laws of the foreign jurisdiction, articles of domestication and conversion must be executed by an officer or other duly authorized representative of the corporation. The articles must set forth: A. The name of the corporation immediately before the filing of the articles of domestication and conversion and, if that name is unavailable for use in this State or the corporation desires to change its name in connection with the domestication and conversion, a name 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 jurisdiction of incorporation of the corporation immediately before the filing of the articles of domestication and conversion and the date the corporation was incorporated in that jurisdiction; and [PL 2001, c. 640, Pt. A, §2 (NEW); PL 2001, c. 640, Pt. B, §7 (AFF).] C. A statement that the domestication and conversion of the corporation in this State was duly authorized as required by the laws of the jurisdiction in which the corporation was incorporated immediately before its domestication and conversion in this State. [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. Provision of articles of domestication and conversion. The articles of domestication and conversion executed in accordance with subsection 1 must either contain all the provisions that section 202, subsection 1 requires to be set forth in articles of incorporation with any other desired provisions that section 202, subsection 2 permits to be included in articles of incorporation or have attached articles of incorporation. In either case, provisions that would not be required by chapter 10 to be included in restated articles of incorporation may be omitted. [PL 2001, c. 640, Pt. A, §2 (NEW); PL 2001, c. 640, Pt. B, §7 (AFF).]

3. Filing with Secretary of State. Articles of domestication and conversion executed in accordance with subsection 1 must be delivered to the Secretary of State for filing and take effect at the effective time provided in section 125 . [PL 2001, c. 640, Pt. A, §2 (NEW); PL 2001, c. 640, Pt. B, §7 (AFF).]

4. Certificate of authority. If the foreign nonprofit corporation is authorized to carry on activities in this State under the provisions of the Maine Nonprofit Corporation Act, its certificate of authority is cancelled automatically on the effective date of its domestication and conversion. [PL 2003, c. 344, Pt. B, §85 (AMD).]
13-B M.R.S. § 111 — ME Code / Title 13-B / Chapter 1 / Section 111
13-B §111. Certificate of existence; certificate of authority; certificate of fact
Status: in_force

1. Application. Any person may apply to the Secretary of State for a certificate of existence for a domestic corporation or a certificate of authority for a foreign corporation. [PL 2003, c. 631, §1 (NEW).]

2. Contents. A certificate of existence or certificate of authority sets forth: A. The corporation's name used in this State; [PL 2003, c. 631, §1 (NEW).] B. That, if a domestic corporation, the corporation is duly incorporated under the laws of this State and the date of its incorporation; [PL 2003, c. 631, §1 (NEW).] C. That, if a foreign corporation, the foreign corporation is authorized to carry on activities in this State, the date on which the corporation was authorized to carry on activities in this State and its jurisdiction of incorporation; [PL 2003, c. 631, §1 (NEW).] D. That all fees and penalties owed to this State have been paid if: (1) Payment is reflected in the records of the Secretary of State; and (2) Nonpayment affects the existence or authorization of the domestic or foreign corporation; [PL 2003, c. 631, §1 (NEW).] E. That the corporation's most recent annual report required by section 1301 has been delivered to the Secretary of State; and [PL 2003, c. 631, §1 (NEW).] F. Any facts of record in the office of the Secretary of State that may be requested by the applicant under subsection 1 . [PL 2003, c. 631, §1 (NEW).] [PL 2003, c. 631, §1 (NEW).]

3. Evidence of existence or authority. Subject to any qualification stated in the certificate, a certificate of existence or certificate of authority issued by the Secretary of State may be relied upon as conclusive evidence that the domestic or foreign corporation is in existence or is authorized to carry on activities in this State. [PL 2003, c. 631, §1 (NEW).]

4. Certificate of fact. In addition to the certificate authorized under subsection 2 , the Secretary of State may issue a certificate attesting to any fact of record in the office of the Secretary of State that may be requested by the applicant under subsection 1 . [PL 2003, c. 631, §1 (NEW).]
13 M.R.S. § 1261 — ME Code / Title 13 / Part 2 / Chapter 83 / Section 1261
13 §1261. Authority to hold
Status: in_force

Any person owning or interested in a lot or lots in a public burying ground of a city or town may deposit with the treasurer of such city or town a sum of money for the purpose of providing for the preservation and care of such lot or lots, or their appurtenances, which sum shall be entered upon the books of the treasurer and invested and held in accordance with Title 30‑A, chapter 223, subchapter III-A . [PL 1987, c. 737, Pt. C, §§25, 106 (AMD); PL 1989, c. 6 (AMD); PL 1989, c. 9, §2 (AMD); PL 1989, c. 104, Pt. C, §8, 10 (AMD).]
13 M.R.S. § 2194 — ME Code / Title 13 / Part 2 / Chapter 87 / Section 2194
13 §2194. Purchase by association
Status: in_force

An association may, at any time, as specified in the bylaws, except when the debts of the association exceed 50% of its assets, buy in or purchase its common stock at the book value thereof, as conclusively determined by the board of directors and pay for it in cash within one year thereafter.
13 M.R.S. § 1222 — ME Code / Title 13 / Part 2 / Chapter 83 / Section 1222
13 §1222. Acceptance; exemption from liability; trust funds for repairs
Status: in_force

Any city, town, cemetery corporation, trust company or trustee may accept any conveyance of land not exceeding 1/2 acre, to be forever held, kept and used for a private or family burying ground for the grantors and such of their heirs and relatives by blood or marriage as the conveyance shall designate. Such lot and all erections thereon, including the erection and maintenance of the same, and fixtures thereto suitable for its use or adornment as a burying ground, are forever inalienable and indivisible and exempt from liability for debt. Such city, town, corporation, company or trustee may accept and forever hold any donation or legacy for insuring proper care and attention to any burial lot or ground and the avenues thereof and the monuments thereon. Having accepted such donation or legacy, said trustee becomes bound to perform the duties appertaining to the trust as specified in the writing creating the same or, in default of such specification, as required by law, and as in cases of public charity. Any city or town without giving bond therefor may be appointed by the probate court testamentary trustee for the purpose of holding forever, in accordance with this section and the terms of the devise, any fund devised for the purposes aforesaid. Any such city, town, cemetery corporation, trust company, or trustee failing to furnish proper care and attention to any burial lot, the perpetual care whereof has been provided for as above, shall be punished by a fine of not less than $50 nor more than $100, to be recovered by complaint or indictment. The District Court and the Superior Court shall have concurrent jurisdiction. Of all fines provided for under this section and recovered on complaint, 1/2 shall go to the prosecutor and 1/2 to the county where the city, town, cemetery corporation, trust company or trustee committing the offense is situated. Nothing herein contained shall be construed to compel any such city, town, cemetery corporation, trust company or trustee to expend in any one year upon any such lot more than the income from any such fund.
13 M.R.S. § 5102 — ME Code / Title 13 / Part 2 / Chapter 99 / Section 5102
13 §5102. Definitions
Status: in_force

As used in this chapter, unless the context otherwise indicates, the following terms have the following meanings. [PL 2009, c. 450, §2 (NEW); PL 2009, c. 450, §3 (AFF).]

1. Charitable purpose. "Charitable purpose" means the relief of poverty, the advancement of education or religion, the promotion of health, the promotion of a governmental purpose or any other purpose the achievement of which is beneficial to the community. [PL 2009, c. 450, §2 (NEW); PL 2009, c. 450, §3 (AFF).]

2. Endowment fund. "Endowment fund" means an institutional fund or part thereof that, under the terms of a gift instrument, is not wholly expendable by the institution on a current basis. "Endowment fund" does not include assets that an institution designates as an endowment fund for its own use. [PL 2009, c. 450, §2 (NEW); PL 2009, c. 450, §3 (AFF).]

3. Gift instrument. "Gift instrument" means a record or records, including an institutional solicitation, under which property is granted to, transferred to or held by an institution as an institutional fund. [PL 2009, c. 450, §2 (NEW); PL 2009, c. 450, §3 (AFF).]

4. Historic dollar value. "Historic dollar value" means the aggregate value in dollars of: A. Each endowment fund at the time it became an endowment fund; [PL 2009, c. 450, §2 (NEW); PL 2009, c. 450, §3 (AFF).] B. Each subsequent donation to the fund at the time the donation is made; and [PL 2009, c. 450, §2 (NEW); PL 2009, c. 450, §3 (AFF).] C. Each accumulation made pursuant to a direction in the applicable gift instrument at the time the accumulation is added to the fund. [PL 2009, c. 450, §2 (NEW); PL 2009, c. 450, §3 (AFF).] An institution's determination of historic dollar value made in good faith is conclusive. [PL 2009, c. 450, §2 (NEW); PL 2009, c. 450, §3 (AFF).]

5. Institution. "Institution" means: A. A person, other than an individual, organized and operated exclusively for charitable purposes; [PL 2009, c. 450, §2 (NEW); PL 2009, c. 450, §3 (AFF).] B. A government or governmental subdivision, agency or instrumentality, to the extent that it holds funds exclusively for a charitable purpose; or [PL 2009, c. 450, §2 (NEW); PL 2009, c. 450, §3 (AFF).] C. A trust that had both charitable and noncharitable interests, after all noncharitable interests have terminated. [PL 2009, c. 450, §2 (NEW); PL 2009, c. 450, §3 (AFF).] [PL 2009, c. 450, §2 (NEW); PL 2009, c. 450, §3 (AFF).]

6. Institutional fund. "Institutional fund" means a fund held by an institution exclusively for charitable purposes. "Institutional fund" does not include: A. Program-related assets; [PL 2009, c. 450, §2 (NEW); PL 2009, c. 450, §3 (AFF).] B. A fund held for an institution by a trustee that is not an institution; or [PL 2009, c. 450, §2 (NEW); PL 2009, c. 450, §3 (AFF).] C. A fund in which a beneficiary that is not an institution has an interest, other than an interest that could arise upon violation or failure of the purposes of the fund. [PL 2009, c. 450, §2 (NEW); PL 2009, c. 450, §3 (AFF).] [PL 2009, c. 450, §2 (NEW); PL 2009, c. 450, §3 (AFF).]

7. Person. "Person" means an individual, corporation, business trust, estate, trust, partnership, limited liability company, association, joint venture, public corporation, government or governmental subdivision, agency or instrumentality or any other legal or commercial entity. [PL 2009, c. 450, §2 (NEW); PL 2009, c. 450, §3 (AFF).]

8. Program-related asset. "Program-related asset" means an asset held by an institution primarily to accomplish a charitable purpose of the institution and not primarily for investment. [PL 2009, c. 450, §2 (NEW); PL 2009, c. 450, §3 (AFF).]

9. Record. "Record" means information that is inscribed on a tangible medium or that is stored in an electronic or other medium and is retrievable in perceivable form. [PL 2009, c. 450, §2 (NEW); PL 2009, c. 450, §3 (AFF).]
13 M.R.S. § 1745 — ME Code / Title 13 / Part 2 / Chapter 85 / Section 1745
13 §1745. Property classification of cooperative interest
Status: in_force

1. Personal property. A cooperative interest is personal property. [PL 1993, c. 300, §1 (NEW).]

2. Nonseverable interest. The possessory interest evidenced by a proprietary lease is a part of and may not be severed from a cooperative interest. [PL 1993, c. 300, §1 (NEW).]
13 M.R.S. § 1983 — ME Code / Title 13 / Part 2 / Chapter 85 / Section 1983
13 §1983. Revocation of election as employee cooperative corporation
Status: in_force

When any employee cooperative revokes its election in accordance with section 1975 , the articles of amendment must provide for conversion of membership shares and internal capital accounts or their conversions to securities or other property in a manner consistent with Title 13-C . [RR 2001, c. 2, Pt. B, §33 (COR); RR 2001, c. 2, Pt. B, §58 (AFF).]
13-C M.R.S. § 856 — ME Code / Title 13-C / Chapter 8 / Section 856
13-C §856. Determination and authorization of indemnification
Status: in_force

1. Prerequisites to indemnity. A corporation may not indemnify a director under section 852, subsection 1 unless authorized for a specific proceeding after a determination has been made that indemnification of the director is permissible because the director has met the relevant standard of conduct set forth in section 852. [PL 2003, c. 344, Pt. B, §68 (AMD).]

2. Determination of permissibility. A determination under subsection 1 that indemnification is permissible must be made: A. If there are 2 or more qualified directors, by the corporation's board of 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; [PL 2007, c. 289, §25 (AMD).] B. By special legal counsel: (1) Selected in the manner prescribed in paragraph A ; or (2) If there are fewer than 2 qualified directors, selected by the corporation's board of directors in which selection directors who are not qualified directors may participate; or [PL 2007, c. 289, §25 (AMD).] C. 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 determination. [PL 2007, c. 289, §25 (AMD).] [PL 2007, c. 289, §25 (AMD).]

3. Authorization process. Authorization of indemnification must be made in the same manner as the determination that indemnification is permissible, except that if there are fewer than 2 qualified directors or if the determination is made by special legal counsel, authorization of indemnification must be made by those entitled to select special legal counsel under subsection 2, paragraph B , subparagraph (2). [PL 2007, c. 289, §26 (AMD).]
13-C M.R.S. § 1422 — ME Code / Title 13-C / Chapter 14 / Section 1422
13-C §1422. Reinstatement following administrative dissolution
Status: in_force

1. Reinstatement. A corporation administratively dissolved under section 1421 may apply to the Secretary of State for reinstatement within 6 years after the effective date of dissolution. The application must: A. State the name of the corporation and the effective date of its administrative dissolution; [PL 2001, c. 640, Pt. A, §2 (NEW); PL 2001, c. 640, Pt. B, §7 (AFF).] B. State that the ground or grounds for dissolution either did not exist or have been eliminated; and [PL 2001, c. 640, Pt. A, §2 (NEW); PL 2001, c. 640, Pt. B, §7 (AFF).] C. State that the corporation's name satisfies the requirements of section 401 . [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. Reinstatement after administrative dissolution. If the Secretary of State determines that the application contains the information required under subsection 1 and is accompanied by the reinstatement fee set forth in section 123, subsection 1 and that the information is correct, the Secretary of State shall cancel the administrative dissolution and prepare a notice of reinstatement that recites that determination and the effective date of reinstatement. The Secretary of State shall use the procedures set forth in section 1421, subsection 8 to deliver the notice to the corporation. [PL 2007, c. 323, Pt. C, §25 (AMD); PL 2007, c. 323, Pt. G, §4 (AFF).]

3. Effect of reinstatement. When the reinstatement is effective under subsection 2 , it relates back to and takes effect as of the effective date of the administrative dissolution, and the corporation resumes business as if the administrative dissolution had not occurred. [PL 2001, c. 640, Pt. A, §2 (NEW); PL 2001, c. 640, Pt. B, §7 (AFF).]
13-B M.R.S. § 704 — ME Code / Title 13-B / Chapter 7 / Section 704
13-B §704. Removal of directors
Status: in_force

1. Removal for cause. At a special meeting of members called expressly for that purpose, the entire board of directors or any individual director may be removed, with or without cause, by a vote of the members as provided in this section. [PL 1977, c. 525, §13 (NEW).]

2. Vote of 2/3 of membership required for removal. Subject to the limitation in subsection 4 , if the corporation does not have a board of directors so classified that different classes of members elect different directors, such removal may be accomplished by the affirmative vote of 2/3 of the members entitled to vote for directors. The articles of incorporation may provide that such removal be accomplished by a lesser vote, but in no case by a vote of less than a majority of members voting on the proposed removal. [PL 1977, c. 525, §13 (NEW).]

3. Articles of incorporation may provide removal by lesser vote. Subject to the limitation in subsection 4 , if the directors are so classified that different classes of members elect different directors, a director may be removed only by the affirmative vote of 2/3 of the members of that class that elected the director. The articles of incorporation may provide that such removal may be accomplished by a lesser vote of the members of that class, but in no case by a vote of less than a majority of the members of that class voting on the proposed removal. [PL 2001, c. 550, Pt. C, §11 (AMD); PL 2001, c. 550, Pt. C, §29 (AFF).]

4. All directors removed at meeting. If any or all directors are removed at such meeting of the members, new directors may be elected at the same meeting without express notice being given of such election. [PL 1977, c. 525, §13 (NEW).]

5. Action in court for removal from office. [PL 2001, c. 550, Pt. C, §12 (RP); PL 2001, c. 550, Pt. C, §29 (AFF).]
13 M.R.S. § 3168 — ME Code / Title 13 / Part 2 / Chapter 93 / Section 3168
13 §3168. Transfer of funds by trustees
Status: in_force

The trustees of any ministerial or school fund in this State, incorporated by the legislature of Massachusetts may, by the consent of the town for whose use the fund was established, transfer it to the municipal officers, clerk and treasurer thereof, who are made trustees of the same. The income shall be annually applied and expended as provided in section 3167 .
13 M.R.S. § 1775 — ME Code / Title 13 / Part 2 / Chapter 85 / Section 1775
13 §1775. Existing associations
Status: in_force

Any existing association formed under any law of this State as a cooperative agricultural association may elect, by a vote of 2/3 of the members voting thereon at a legal meeting, to secure the benefits of and be bound by this subchapter, and shall thereupon amend such of its articles and bylaws as are not in conformity with this subchapter. A certificate of the action taken at such meeting shall be filed with the Secretary of State within 20 days after such meeting, and a fee of $5 shall be paid.
13-B M.R.S. § 1403 — ME Code / Title 13-B / Chapter 14 / Section 1403
13-B §1403. Remittance to Treasurer of State
Status: in_force

All fees collected as provided by this chapter must be remitted to the Treasurer of State for the use of the State with the exception of those fees collected under sections 1402‑A and 1405 . [PL 1991, c. 465, §33 (AMD).]
13 M.R.S. § 771 — ME Code / Title 13 / Part 1 / Chapter 22-A / Section 771
13 §771. Authority to transact business
Status: in_force

1. Prohibition. Except as provided in subsection 3 , a foreign professional corporation may not transact business in this State until it obtains authority from the Secretary of State. [PL 2001, c. 640, Pt. B, §2 (NEW); PL 2001, c. 640, Pt. B, §7 (AFF).]

2. Preconditions. A foreign professional corporation may not obtain authority to transact business in this State unless: A. Its corporate name satisfies the requirements of section 736 ; [PL 2001, c. 640, Pt. B, §2 (NEW); PL 2001, c. 640, Pt. B, §7 (AFF).] B. It is incorporated for one or more of the purposes described in section 732 ; and [PL 2001, c. 640, Pt. B, §2 (NEW); PL 2001, c. 640, Pt. B, §7 (AFF).] C. 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).] [PL 2001, c. 640, Pt. B, §2 (NEW); PL 2001, c. 640, Pt. B, §7 (AFF).]

3. Office required. A foreign professional corporation is not required to obtain authority to transact business in this State unless it maintains or intends to maintain an office in this State for conduct of business or professional practice. [PL 2001, c. 640, Pt. B, §2 (NEW); PL 2001, c. 640, Pt. B, §7 (AFF).]
13-C M.R.S. § 954 — ME Code / Title 13-C / Chapter 9 / Section 954
13-C §954. Action on plan of entity conversion
Status: in_force

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

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

2. Shareholders' approval. After adopting the plan of entity conversion, the corporation's board of directors shall submit the plan to the shareholders for their approval. The board of directors shall also transmit to the shareholders a recommendation that the shareholders approve the plan, unless: A. The board of directors makes a determination that because of conflicts of interest or other special circumstances the board of directors should not make such a recommendation; or [PL 2011, c. 274, §46 (NEW).] B. Section 827 applies. [PL 2011, c. 274, §46 (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, §46 (RPR).]

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

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

5. Majority approval. Unless the corporation's articles of incorporation or its board of directors acting pursuant to subsection 3 requires a greater vote, approval of the plan of entity conversion requires the approval of the shareholders at a meeting by a majority of all the votes entitled to be cast on the plan by the shareholders, voting as a single voting group. The articles of incorporation may provide that the plan may be approved by a lesser vote of each voting group entitled to vote on the plan but in no case less than a majority of the votes cast by that voting group at a meeting at which there exists, for each such voting group, a quorum consisting of at least a majority of the votes entitled to be cast on the plan by each voting group entitled to vote on the plan; [PL 2003, c. 344, Pt. B, §88 (AMD).]

6. Voting groups. In addition to the vote required under subsection 5 , separate voting by voting groups is also required by each class or series of shares. Unless the corporation's articles of incorporation or the board of directors acting pursuant to subsection 3 requires a greater vote or a greater number of votes to be present, if the corporation has more than one class or series of shares outstanding, approval of the plan of entity conversion requires the approval of each such separate voting group by a majority of the votes entitled to be cast on the conversion by that voting group. The articles of incorporation may provide that the plan may be approved by a lesser vote of each class or series of shares as provided in subsection 5 ; [PL 2003, c. 344, Pt. B, §88 (AMD).]

7. Transitional rule. If any provision of the corporation's articles of incorporation or bylaws or of an agreement to which any of the directors or shareholders are parties, adopted or entered into before July 1, 2003, other than a provision that eliminates or limits voting or appraisal rights, applies to a merger and the document does not refer to an entity conversion of the corporation, the provision is deemed to apply to an entity conversion of the corporation until the provision is amended; [PL 2011, c. 274, §47 (AMD).]

8. Written consent. If as a result of an entity conversion one or more shareholders of the corporation would become subject to owner liability for the debts, obligations or liabilities of any other person or entity, approval of the plan of conversion requires the execution by each such shareholder of a separate written consent to become subject to such owner liability; and [PL 2003, c. 344, Pt. B, §88 (AMD).]

9. Consent of shareholders. A plan of entity conversion may be approved for a participating corporation by written consent of shareholders entitled to vote, as provided in section 704 . If the plan of entity conversion is approved by written consent of all shareholders, whether or not entitled to vote, a resolution of the board of directors of the participating corporation approving, proposing, submitting, recommending or otherwise respecting the plan of entity conversion is not necessary and shareholders of the participating corporation are not entitled to receive notice of or to dissent from the plan of nonprofit conversion. [PL 2003, c. 344, Pt. B, §89 (NEW).]
13-C M.R.S. § 1303 — ME Code / Title 13-C / Chapter 13 / Section 1303
13-C §1303. Limitations on appraisal rights
Status: in_force

Notwithstanding section 1302 , the availability of appraisal rights under section 1302, subsections 1 to 4 , 6 and 8 is limited in accordance with this section. [PL 2001, c. 640, Pt. A, §2 (NEW); PL 2001, c. 640, Pt. B, §7 (AFF).]

1. National listing; specific market value. Appraisal rights are not available for the holders of shares of any class or series of shares that: A. Is a covered security under Section 18(b)(1)(A) or (B) of the federal Securities Act of 1933, as amended; [PL 2007, c. 289, §32 (AMD).] B. Is traded in an organized market and has at least 2,000 shareholders and the outstanding shares of such class or series have a market value of at least $20,000,000 exclusive of the value of such shares held by a corporation's subsidiaries, senior executives, directors and beneficial shareholders owning more than 10% of such shares; or [PL 2007, c. 289, §32 (AMD).] C. Is issued by an open end management investment company registered with the United States Securities and Exchange Commission under the federal Investment Company Act of 1940 and may be redeemed at the option of the holder at net asset value. [PL 2007, c. 289, §32 (NEW).] [PL 2007, c. 289, §32 (AMD).]

2. Date of determination. The applicability of subsection 1 is determined as of: A. The record date fixed to determine the shareholders entitled to receive notice of the meeting of shareholders to act upon a corporate action requiring appraisal rights; or [PL 2011, c. 274, §63 (AMD).] B. The day before the effective date of a corporate action that requires appraisal rights if there is no meeting of shareholders. [PL 2001, c. 640, Pt. A, §2 (NEW); PL 2001, c. 640, Pt. B, §7 (AFF).] [PL 2011, c. 274, §63 (AMD).]

3. Exception. Notwithstanding subsection 1 , appraisal rights are available pursuant to section 1302 for the shareholders of any class or series of shares: A. Who are required by the terms of a corporate action requiring appraisal rights to accept for such shares anything other than cash or shares of any class or any series of shares of a corporation, or any other proprietary interest of any other entity, that satisfies the standards set forth in subsection 1 at the time the corporate action becomes effective; [PL 2011, c. 274, §64 (RPR).] B. In the case of the consummation of a disposition of assets pursuant to section 1202 , the cash, shares or proprietary interests under paragraph A are, under the terms of the corporate action approved by the shareholders, to be distributed to the shareholders as part of the distribution to shareholders of the net assets of the corporation in excess of a reasonable amount to meet claims of the type described in sections 1407 and 1408 : (1) Within one year after the shareholders' approval of the action; and (2) In accordance with their respective interests determined at the time of the distribution; or [PL 2011, c. 274, §64 (RPR).] C. When any of the shares or assets of a corporation are being acquired or converted, whether by merger, share exchange or otherwise, pursuant to a corporate action that is an interested transaction. [PL 2011, c. 274, §64 (RPR).] [PL 2011, c. 274, §64 (RPR).]
13 M.R.S. § 938 — ME Code / Title 13 / Part 2 / Chapter 81 / Section 938
13 §938. Distribution of assets
Status: in_force

In case of the dissolution of a corporation pursuant to section 937 or any other provision of law, the assets of the corporation remaining after the payment of all of its debts must be distributed in the manner and to the persons, firms, associations, corporations, trusts or other legal entities provided in its certificate of organization or any amendment thereto; however, the assets of a charitable corporation that is dissolved may not be devoted to other than charitable purposes. In the case of the dissolution of a corporation organized under this chapter other than a charitable corporation, unless contrary provision is made in its certificate of organization or any amendment thereto, the assets of the corporation remaining after the payment of its debts must be distributed equally to its members. [PL 2003, c. 523, §6 (AMD).]
13 M.R.S. § 1603 — ME Code / Title 13 / Part 2 / Chapter 85 / Section 1603
13 §1603. Application of provisions to voting by delegates
Status: in_force

If an association has provided for voting by delegates, any provision of this subchapter referring to votes cast by the members shall apply to votes cast by delegates; but this shall not permit delegates to vote by mail.
13-C M.R.S. § 758 — ME Code / Title 13-C / Chapter 7 / Section 758
13-C §758. Applicability to foreign corporations
Status: in_force

In any derivative proceeding in the right of a foreign corporation, the matters covered by this subchapter, except for sections 754 , 756 and 757 , are governed by the laws of the jurisdiction of incorporation of the foreign corporation. [PL 2001, c. 640, Pt. A, §2 (NEW); PL 2001, c. 640, Pt. B, §7 (AFF).]
13 M.R.S. § 5106 — ME Code / Title 13 / Part 2 / Chapter 99 / Section 5106
13 §5106. Release or modification of restrictions on management, investment or purpose
Status: in_force

1. Release or modification of restriction with consent. If the donor consents in a record, an institution may release or modify, in whole or in part, a restriction contained in a gift instrument on the management, investment or purpose of an institutional fund. A release or modification may not allow a fund to be used for a purpose other than a charitable purpose of the institution. [PL 2009, c. 450, §2 (NEW); PL 2009, c. 450, §3 (AFF).]

2. Modification of restriction by court. The court, upon application of an institution, may modify a restriction contained in a gift instrument regarding the management or investment of an institutional fund if the restriction has become impracticable or wasteful, if it impairs the management or investment of the fund or if, because of circumstances not anticipated by the donor, a modification of a restriction will further the purposes of the fund. The institution shall notify the Attorney General of the application and the Attorney General must be given an opportunity to be heard. To the extent practicable, any modification must be made in accordance with the donor's probable intention. [PL 2009, c. 450, §2 (NEW); PL 2009, c. 450, §3 (AFF).]

3. Modification by court when unlawful, impracticable, impossible or wasteful restriction. If a particular charitable purpose or a restriction contained in a gift instrument on the use of an institutional fund becomes unlawful, impracticable, impossible to achieve or wasteful, the court, upon application of an institution, may modify the purpose of the fund or the restriction on the use of the fund in a manner consistent with the charitable purposes expressed in the gift instrument. The institution shall notify the Attorney General of the application and the Attorney General must be given an opportunity to be heard. [PL 2009, c. 450, §2 (NEW); PL 2009, c. 450, §3 (AFF).]

4. Release or modification by institution. This subsection governs the release or modification of a restriction contained in a gift instrument on the management, investment or purpose of an institutional fund that the institution determines is unlawful, impracticable, impossible to achieve or wasteful. A. If an institution determines that a restriction contained in a gift instrument on the management, investment or purpose of an institutional fund is unlawful, impracticable, impossible to achieve or wasteful, the institution, 60 days after notification to the Attorney General and if the Attorney General does not object, may release or modify the restriction, in whole or part, if: (1) The institutional fund subject to the restriction has a total value of less than $25,000, except that the dollar limit established in this paragraph must be adjusted to reflect changes in the Consumer Price Index for all Urban Consumers, CPI-U, as compiled by the United States Department of Labor, Bureau of Labor Statistics, or its successor index, using 2009 as the base year. On or before January 1, 2011, and each odd-numbered year thereafter, the dollar value must be adjusted for the next 2-year cycle if the cumulative percentage of change in the index, from the base year or from a later year that was the basis of an adjustment of this amount pursuant to this subparagraph, rounded to the nearest whole percentage point, is in excess of 10%. The adjusted exemption must be rounded upward to the nearest $5,000 increment. The dollar value must not be reduced below $25,000; (2) More than 20 years have elapsed since the fund was established; and (3) The institution uses the property in a manner consistent with the charitable purposes expressed in the gift instrument. [PL 2009, c. 450, §2 (NEW); PL 2009, c. 450, §3 (AFF).] B. If the Attorney General objects under paragraph A , the institution may seek to release or modify the restriction in court pursuant to subsection 3 . [PL 2009, c. 450, §2 (NEW); PL 2009, c. 450, §3 (AFF).] [PL 2009, c. 450, §2 (NEW); PL 2009, c. 450, §3 (AFF).]
13 M.R.S. § 2695 — ME Code / Title 13 / Part 2 / Chapter 91 / Section 2695
13 §2695. Management of property; proxies
Status: in_force

A majority of proprietors present at any legal meeting may order, manage, improve, divide or dispose of their lands as they choose; and may vote in person or by attorney appointed in writing.
13-B M.R.S. § 804 — ME Code / Title 13-B / Chapter 8 / Section 804
13-B §804. Effect of amendment
Status: in_force

1. Effective date. An amendment takes effect on the date of filing the articles of amendment by the Secretary of State as provided by section 106 . [RR 1991, c. 2, §46 (COR).]

2. Prejudice of claims of creditors; corporation liability. No amendment shall prejudice any claims of creditors or relieve the corporation of any liability already created or assumed, or effect any existing cause of action in favor of or against the corporation, or any pending suit to which the corporation shall be a party, or the existing rights of persons other than members, but for all such purposes the corporation, although operating under the amended articles of incorporation, shall be regarded as the same corporation. In the event the corporate name shall be changed by amendment, no suit brought by or against such corporation under its former name shall abate because of the change of name. [PL 1977, c. 525, §13 (NEW).]
13 M.R.S. § 1951 — ME Code / Title 13 / Part 2 / Chapter 85 / Section 1951
13 §1951. Consolidation procedure
Status: in_force

Two or more associations organized with or without capital stock and existing under this subchapter may consolidate into a single association, which may be either one or any one of the associations, or a new association under this subchapter to be formed by means of the consolidation. Such a consolidation may be effected by a vote of the directors, trustees or managing board, however designated, of each of the associations at a legal meeting thereof ratifying a proposed agreement of consolidation and approved by the affirmative vote of 2/3 of the members of each of the associations voting on the proposed agreement of consolidation at any regular meeting or at a special meeting called for the purpose. The agreement must then be submitted to the Secretary of State for certification as conformable to the laws of this State, and when certified by the Secretary of State, the agreement must then be recorded in the registry of deeds in the county where the consolidated association is located and in the county or counties where each of the constituent associations is located and a copy of the agreement certified by the register of deeds must be filed in the office of the Secretary of State. When the agreement is so certified, recorded and filed, the separate existence of all of the constituent associations, or all of the constituent associations except the one into which the constituent associations have been consolidated, ceases, and the constituent associations, whether consolidated into a new association or merged into one of the constituent associations, as the case may be, become the consolidated association by the name provided in the agreement, possessing all the rights, privileges, powers, franchises and immunities as well of a public as of a private nature, and being subject to all the liabilities, restrictions and duties of each of the associations so consolidated, and all and singular the rights, privileges, powers, franchises and immunities of each of the associations, and all property, real, personal and mixed, and all debts due to any of the constituent associations on whatever account, and all other things in action of or belonging to each of the associations are vested in the consolidated association. All property, rights, privileges, powers, franchises and immunities, and all and every other interest are thereafter as effectually the property of the consolidated association as they were of the several and respective constituent associations, and the title to any real estate, whether by deed or otherwise, under the laws of this State, vested in any of the constituent associations, may not revert or be in any way impaired by reason of the consolidation. All rights of creditors and all liens upon the property of any of the constituent associations must be preserved unimpaired, limited to the property affected by such liens at the time of the consolidation, and all debts, liabilities and duties of the respective constituent associations must henceforth attach to the consolidated association and may be enforced against it to the same extent as if the debts, liabilities and duties had been incurred or contracted by it. [RR 2025, c. 1, Pt. E, §15 (COR).]
13 M.R.S. § 1265 — ME Code / Title 13 / Part 2 / Chapter 83 / Section 1265
13 §1265. Tangible personal property
Status: in_force

Upon written request and payment of any reasonable out-of-pocket expenses, a cemetery, crematory or natural organic reduction facility shall deliver to a person, the person's attorney-in-fact or the person's personal representative any item of tangible personal property purchased by that person but remaining in the possession of the cemetery, crematory or natural organic reduction facility. [PL 2023, c. 676, §5 (AMD).]
13-C M.R.S. § 1407 — ME Code / Title 13-C / Chapter 14 / Section 1407
13-C §1407. Known claims against dissolved corporation
Status: in_force

1. Disposition of known claims. A dissolved corporation may dispose of the known claims against it by notifying its known claimants in writing of the dissolution at any time after the effective date of the dissolution. [PL 2001, c. 640, Pt. A, §2 (NEW); PL 2001, c. 640, Pt. B, §7 (AFF).]

2. Written notice. The written notice required by subsection 1 must: A. Describe information that must be included in a claim against the corporation; [PL 2001, c. 640, Pt. A, §2 (NEW); PL 2001, c. 640, Pt. B, §7 (AFF).] B. Provide a mailing address where a claim may be sent; [PL 2001, c. 640, Pt. A, §2 (NEW); PL 2001, c. 640, Pt. B, §7 (AFF).] C. State the deadline, which may not be fewer than 120 days from the effective date of the written notice, by which the dissolved corporation must receive the claim; and [PL 2003, c. 344, Pt. B, §114 (AMD).] D. State that the claim may be barred if not received by the deadline. [PL 2001, c. 640, Pt. A, §2 (NEW); PL 2001, c. 640, Pt. B, §7 (AFF).] [PL 2003, c. 344, Pt. B, §114 (AMD).]

3. Claim barred. A claim against the dissolved corporation, other than a liquidated claim that is known to the corporation, has fully matured and is not disputed in good faith by the corporation, is barred: A. If a claimant who was given written notice under subsection 2 does not deliver the claim to the dissolved corporation by the deadline; or [PL 2001, c. 640, Pt. A, §2 (NEW); PL 2001, c. 640, Pt. B, §7 (AFF).] B. If a claimant whose claim was rejected by the dissolved corporation does not commence a proceeding to enforce the claim within 90 days after the effective date of the rejection notice. [PL 2001, c. 640, Pt. A, §2 (NEW); PL 2001, c. 640, Pt. B, §7 (AFF).] [PL 2001, c. 640, Pt. A, §2 (NEW); PL 2001, c. 640, Pt. B, §7 (AFF).]

4. Claim. For purposes of this section, "claim" does not include a contingent liability or a claim based on an event occurring after the effective date of dissolution. [PL 2001, c. 640, Pt. A, §2 (NEW); PL 2001, c. 640, Pt. B, §7 (AFF).]
13 M.R.S. § 1347 — ME Code / Title 13 / Part 2 / Chapter 83 / Section 1347
13 §1347. Improper conditions; removal of bodies
Status: in_force

Whenever any mausoleum, vault, crypt or other structure containing one or more dead human bodies shall, in the opinion of the Bureau of Health, become a menace to public health and the owner thereof fails to remedy or remove the same to the satisfaction of the said bureau, any court of competent jurisdiction may order the owner of said structure to remove the dead body or bodies for interment in some suitable cemetery at the expense of such owner. If such owner cannot be found, such removal and interment shall be at the expense of the cemetery association in the cemetery in which such mausoleum, vault, crypt or other structure is situated.
13 M.R.S. § 1764 — ME Code / Title 13 / Part 2 / Chapter 85 / Section 1764
13 §1764. Housing assistance programs
Status: in_force

1. Program inclusion. Housing cooperatives and residents of housing cooperatives as classified or categorized in subsection 2 as owners, landlords, tenants or renters must be considered for eligibility as owners, landlords, tenants or renters for all state and municipal housing assistance programs, including publicly funded programs administered by private agencies, notwithstanding state law or agency rules to the contrary, including but not limited to: A. Energy efficiency and weatherization assistance programs administered by the Efficiency Maine Trust Board set out in Title 35‑A, section 10103, subsection 2 ; [PL 2023, c. 513, §7 (NEW).] B. Programs administered by the Maine State Housing Authority established by Title 30‑A, section 4722 , including but not limited to home fuel and electricity assistance programs, manufactured home replacement programs and programs to assist tenants with locating housing and with the rental application process and to provide supportive services to promote successful landlord-tenant relationships; and [PL 2023, c. 513, §7 (NEW).] C. Municipal general assistance provided pursuant to Title 22, chapter 1161. [PL 2023, c. 513, §7 (NEW).] [PL 2023, c. 513, §7 (NEW).]

2. Classification of housing cooperatives. Housing assistance programs may develop specific policies that govern the treatment of program applicants who belong to or reside in housing cooperatives. For those programs that do not have specific policies regarding housing cooperatives, program applicants belonging to the housing cooperative must be treated as owners with a housing classification type of homeownership, except for the following: A. A program applicant belonging to a group equity housing cooperative must have the program applicant's housing type classified as rental property, and all residents must be categorized as a renter or tenant and the group equity housing cooperative must be categorized as the owner or landlord and carrying charges as rent; and [PL 2023, c. 513, §7 (NEW).] B. A program applicant who is a resident of a housing cooperative and leases the program applicant's unit from the housing cooperative but is not a member of the housing cooperative, does not own a share of stock and does not hold any other ownership interest in the housing cooperative or residential property must be categorized as a renter or tenant and the respective cooperative affordable housing corporation must be categorized as owner or landlord. [PL 2023, c. 513, §7 (NEW).] [PL 2023, c. 513, §7 (NEW).]

3. Cooperative affordable housing corporation participation in housing assistance programs. If a cooperative affordable housing corporation is classified as the owner, the cooperative affordable housing corporation has the right to apply for multifamily owner benefit programs in accordance with the guidelines of the housing assistance programs. [PL 2023, c. 513, §7 (NEW).]
13-B M.R.S. § 1215 — ME Code / Title 13-B / Chapter 12 / Section 1215
13-B §1215. Application of chapter to corporations previously authorized to carry on activities in State
Status: in_force

1. Continuation of activities. Every foreign corporation which, on the effective date of this Act, is authorized to carry on activities in this State shall continue to have such authority for any purpose or purposes for which a corporation might secure authority under this chapter. Such foreign corporation shall have the same rights and privileges, and shall be subject to the same duties, limitations, restrictions, liabilities and penalties as a foreign corporation authorized under this chapter. [PL 1977, c. 525, §13 (NEW).]

2. Qualified to carry on activities. Every foreign corporation which, on the effective date of this Act, was lawfully carrying on activities in this State, even though not theretofore qualified as a foreign corporation or otherwise expressly authorized to do so, may continue to carry on such activities, and in every other respect such foreign corporation shall be treated as though it were a foreign corporation authorized to carry on activities in this State. [PL 1977, c. 525, §13 (NEW).]
13 M.R.S. § 5103 — ME Code / Title 13 / Part 2 / Chapter 99 / Section 5103
13 §5103. Standard of conduct in managing and investing institutional fund
Status: in_force

1. Consideration of purposes. Subject to the intent of a donor expressed in a gift instrument, an institution, in managing and investing an institutional fund, shall consider the charitable purposes of the institution and the purposes of the institutional fund. [PL 2009, c. 450, §2 (NEW); PL 2009, c. 450, §3 (AFF).]

2. Loyalty; good faith; care. In addition to complying with the duty of loyalty imposed by law other than this chapter, each person responsible for managing and investing an institutional fund shall manage and invest the fund in good faith and with the care an ordinarily prudent person in a like position would exercise under similar circumstances. [PL 2009, c. 450, §2 (NEW); PL 2009, c. 450, §3 (AFF).]

3. Costs; facts. In managing and investing an institutional fund, an institution: A. May incur only costs that are appropriate and reasonable in relation to the assets, the purposes of the institution and the skills available to the institution; and [PL 2009, c. 450, §2 (NEW); PL 2009, c. 450, §3 (AFF).] B. Shall make a reasonable effort to verify facts relevant to the management and investment of the fund. [PL 2009, c. 450, §2 (NEW); PL 2009, c. 450, §3 (AFF).] [PL 2009, c. 450, §2 (NEW); PL 2009, c. 450, §3 (AFF).]

4. Pooling funds. An institution may pool 2 or more institutional funds for purposes of management and investment. [PL 2009, c. 450, §2 (NEW); PL 2009, c. 450, §3 (AFF).]

5. Rules. Except as otherwise provided by a gift instrument, the following rules apply. A. In managing and investing an institutional fund, the following factors, if relevant, must be considered: (1) General economic conditions; (2) The possible effect of inflation or deflation; (3) The expected tax consequences, if any, of investment decisions or strategies; (4) The role that each investment or course of action plays within the overall investment portfolio of the fund; (5) The expected total return from income and the appreciation of investments; (6) Other resources of the institution; (7) The needs of the institution and the fund to make distributions and to preserve capital; and (8) An asset's special relationship or special value, if any, to the charitable purposes of the institution. [PL 2009, c. 450, §2 (NEW); PL 2009, c. 450, §3 (AFF).] B. Management and investment decisions about an individual asset must be made not in isolation but rather in the context of the institutional fund's portfolio of investments as a whole and as a part of an overall investment strategy having risk and return objectives reasonably suited to the fund and to the institution. [PL 2009, c. 450, §2 (NEW); PL 2009, c. 450, §3 (AFF).] C. Except as otherwise provided by law other than this chapter, an institution may invest in any kind of property or type of investment consistent with this section. [PL 2009, c. 450, §2 (NEW); PL 2009, c. 450, §3 (AFF).] D. An institution shall diversify the investments of an institutional fund unless the institution reasonably determines that, because of special circumstances, the purposes of the fund are better served without diversification. [PL 2009, c. 450, §2 (NEW); PL 2009, c. 450, §3 (AFF).] E. Within a reasonable time after receiving property, an institution shall make and carry out decisions concerning the retention or disposition of the property or to rebalance a portfolio, in order to bring the institutional fund into compliance with the purposes, terms and distribution requirements of the institution as necessary to meet other circumstances of the institution and the requirements of this chapter. [PL 2009, c. 450, §2 (NEW); PL 2009, c. 450, §3 (AFF).] F. A person that has special skills or expertise, or is selected in reliance upon the person's representation that the person has special skills or expertise, has a duty to use those skills or that expertise in managing and investing institutional funds. [PL 2009, c. 450, §2 (NEW); PL 2009, c. 450, §3 (AFF).] G. An institution shall track the historic dollar value of its institutional funds. For purposes of this paragraph, “historic dollar value” means the aggregate value in dollars of: (1) Each endowment fund at the time it became an endowment fund; (2) Each subsequent donation to the fund at the time the donation is made; and (3) Each accumulation made pursuant to a direction in the applicable gift instrument at the time the accumulation is added to the fund. [PL 2009, c. 450, §2 (NEW); PL 2009, c. 450, §3 (AFF).] [PL 2009, c. 450, §2 (NEW); PL 2009, c. 450, §3 (AFF).]
13-C M.R.S. § 806 — ME Code / Title 13-C / Chapter 8 / Section 806
13-C §806. Staggered terms for directors
Status: in_force

The corporation's articles of incorporation may provide for staggering the terms of directors by dividing the total number of directors into 2 or 3 groups, with each group containing, as close as possible, 1/2 or 1/3, as the case may be, of the total. In that event, the terms of directors in the first group expire at the first annual shareholders' meeting after their election, the terms of the 2nd group expire at the 2nd annual shareholders' meeting after their election and the terms of the 3rd group, if any, expire at the 3rd annual shareholders' meeting after their election. At each annual shareholders' meeting thereafter, directors must be chosen for a term of 2 years or 3 years, as the case may be, to succeed those whose terms expire. [PL 2001, c. 640, Pt. A, §2 (NEW); PL 2001, c. 640, Pt. B, §7 (AFF).]
13 M.R.S. § 1502 — ME Code / Title 13 / Part 2 / Chapter 85 / Section 1502
13 §1502. Existing cooperative groups
Status: in_force

Any group incorporated under the law of this State and operating on a cooperative basis must file articles of amendment as required by Title 13‑C , and any unincorporated group operating on a cooperative basis in this State may elect by a vote of 2/3 of the members voting to secure the benefits of and be bound by this subchapter. The unincorporated group shall amend its bylaws to conform to the provisions of this subchapter and file articles of incorporation as required by section 1551 . [PL 2007, c. 231, §2 (AMD).]
13-B M.R.S. § 803 — ME Code / Title 13-B / Chapter 8 / Section 803
13-B §803. Articles of amendment
Status: in_force

1. Executed by corporation. The articles of amendment shall be executed by the corporation and shall set forth: A. The name of the corporation; [PL 1977, c. 525, §13 (NEW).] B. The amendment so adopted; [PL 1977, c. 525, §13 (NEW).] C. The date of adoption of the amendment; [PL 1977, c. 525, §13 (NEW).] D. If there are members entitled to vote thereon, (1) a statement setting forth the date of the meeting of members at which the amendment was adopted, that a quorum was present at such meeting, and that such amendment received at least a majority of the votes which members present at such meeting or represented by proxy were entitled to cast, or (2) where the articles require a vote of more than a majority of the votes which members present at such meeting or represented by proxy were entitled to cast, a statement that such amendment received at least the percentage of such votes required by the articles, or (3) a statement that such amendment was adopted by a consent in writing signed by all members entitled to vote with respect thereto; and [PL 1977, c. 525, §13 (NEW).] E. If there are no members, or no members entitled to vote thereon, a statement of such fact, the date of the meeting of the board of directors at which the amendment was adopted, and a statement of fact that such amendment received the vote of a majority of the directors in office. [PL 1977, c. 525, §13 (NEW).] [PL 1977, c. 525, §13 (NEW).]

2. Determination by Secretary of State. When the articles of amendment are delivered for filing by the Secretary of State, he shall, before filing them, make the same determination provided in section 404 in the case of original articles, to the extent applicable to a given amendment or amendments. [PL 1977, c. 525, §13 (NEW).]
13 M.R.S. § 1644 — ME Code / Title 13 / Part 2 / Chapter 85 / Section 1644
13 §1644. Expulsion
Status: in_force

A member may be expelled by the vote of a majority of the members voting at a regular or special meeting. The member against whom the charges are to be preferred shall be informed thereof in writing at least 10 days in advance of the meeting, and shall have an opportunity to be heard in person or by counsel at said meeting. On decision of the association to expel a member, the board of directors shall purchase the member's holdings at par value, if and when there are sufficient reserve funds.
13-B M.R.S. § 1210-C — ME Code / Title 13-B / Chapter 12 / Section 1210-C
13-B §1210-C. Appeal from revocation
Status: in_force

1. Petition to appeal revocation. A foreign corporation may appeal the Secretary of State's revocation of its authority to the Kennebec County Superior Court within 30 days after the notice of revocation. The foreign corporation may appeal by petitioning the court to set aside the revocation and attaching to the petition copies of its application for authority and the Secretary of State's notice of revocation. [PL 2003, c. 631, §5 (NEW).]

2. Court order. The court may summarily order the Secretary of State to reinstate the authority or may take any other action the court considers appropriate. [PL 2003, c. 631, §5 (NEW).]

3. Appeal of court's decision. The court's final decision may be appealed as in other civil proceedings. [PL 2003, c. 631, §5 (NEW).]
13-C M.R.S. § 303 — ME Code / Title 13-C / Chapter 3 / Section 303
13-C §303. Emergency powers
Status: in_force

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

2. Authorized powers in event of emergency. In anticipation of or during an emergency, the board of directors of a corporation may: A. Modify lines of succession to accommodate the incapacity of any director, officer, employee or agent; and [PL 2001, c. 640, Pt. A, §2 (NEW); PL 2001, c. 640, Pt. B, §7 (AFF).] B. Relocate the principal office, designate alternative principal offices or regional offices, or authorize the officers to do so. [PL 2001, c. 640, Pt. A, §2 (NEW); PL 2001, c. 640, Pt. B, §7 (AFF).] [PL 2001, c. 640, Pt. A, §2 (NEW); PL 2001, c. 640, Pt. B, §7 (AFF).]

3. Notice of meeting; quorum. During an emergency, unless emergency bylaws pursuant to chapter 2 provide otherwise: A. Notice of a meeting of the board of directors need be given only to those directors whom it is practicable to reach and may be given in any practicable manner, including by publication and radio; and [PL 2001, c. 640, Pt. A, §2 (NEW); PL 2001, c. 640, Pt. B, §7 (AFF).] B. One or more officers of the corporation present at a meeting of the board of directors may be deemed to be directors for the meeting, in order of rank and within the same rank in order of seniority, as necessary to achieve a quorum. [PL 2001, c. 640, Pt. A, §2 (NEW); PL 2001, c. 640, Pt. B, §7 (AFF).] [PL 2001, c. 640, Pt. A, §2 (NEW); PL 2001, c. 640, Pt. B, §7 (AFF).]

4. Effect of corporate action taken during emergency. Corporate action taken in good faith during an emergency under this section to further the ordinary business affairs of the corporation: A. Binds the corporation; and [PL 2001, c. 640, Pt. A, §2 (NEW); PL 2001, c. 640, Pt. B, §7 (AFF).] B. May not be used to impose liability on a corporate director, officer, employee or agent. [PL 2001, c. 640, Pt. A, §2 (NEW); PL 2001, c. 640, Pt. B, §7 (AFF).] [PL 2001, c. 640, Pt. A, §2 (NEW); PL 2001, c. 640, Pt. B, §7 (AFF).]
13-B M.R.S. § 805 — ME Code / Title 13-B / Chapter 8 / Section 805
13-B §805. Restated articles of incorporation
Status: in_force

1. Restatement of articles adopted. A corporation may at any time adopt a restatement of its articles of incorporation which shall integrate into a single document the text of its original articles of incorporation, merger or consolidation, together with all amendments theretofore adopted and, if authorized, further amendments. [PL 1977, c. 525, §13 (NEW).]

2. Method of restatement of articles of incorporation. A corporation may restate its articles of incorporation by submitting to the members for their approval the proposed restatement thereof, with or without any new amendments which under section 802 or under the articles of incorporation require the vote of the members. The procedure specified in, and the vote or votes required by, this chapter for amendment of the articles of incorporation shall be applicable. If the restatement includes new amendments not theretofore voted upon by the members, the notice of the meeting at which it is to be voted upon shall specifically refer to such new amendments and summarize the changes to be effected thereby, whether or not the full text of the restatement accompanies such notice. If the directors in good faith believe that the restatement includes no such new amendments, the notice of the meeting shall so state and shall be accompanied by a copy of the proposed restatement of articles of incorporation. [PL 1977, c. 525, §13 (NEW).]

3. Form. Upon adoption of the restatement, a form entitled "Restated Articles of Incorporation" shall be executed in accordance with section 104 , which shall set forth the same information as is required by section 803 in the case of articles of amendment substituting, wherever applicable, the word "restatement" for the word "amendment" and shall have the restatement attached thereto as an exhibit. Upon filing the restated articles with the restatement by the Secretary of State, in accordance with section 106 , the original articles of incorporation as amended and supplemented shall be superseded, and the restatement, including any further amendments and changes made thereby, shall be the articles of incorporation of the corporation. [PL 1977, c. 525, §13 (NEW).]

4. Changes effected subject to this chapter. Any amendment or change effected in connection with the restatement of the articles of incorporation shall be subject to any other provision of this chapter, not inconsistent with this section, which would apply, if separate articles of amendment were filed to effect such amendment or change. [PL 1977, c. 525, §13 (NEW).]

5. Omitted statements. The restatement may omit statements as to the incorporator or incorporators and the initial directors. In all other respects, the restatement shall contain the same information and provisions as are required by this Act for original articles. [PL 1977, c. 525, §13 (NEW).]

6. Determination by Secretary of State; restated articles. When the restated articles with the restatement are delivered for filing by the Secretary of State, he shall, before filing them, make the same determinations as provided in section 404 in the case of original articles. [PL 1977, c. 525, §13 (NEW).]
13 M.R.S. § 2006 — ME Code / Title 13 / Part 2 / Chapter 87 / Section 2006
13 §2006. Registration as dealers in securities
Status: in_force

Associations organized under this chapter shall be subject to Title 32, chapter 13 . The fee charged for registration or renewal shall be $10.
13-C M.R.S. § 833 — ME Code / Title 13-C / Chapter 8 / Section 833
13-C §833. Director's liability for unlawful distributions
Status: in_force

1. Personal liability. A director who votes for or assents to a distribution in excess of what may be authorized and made pursuant to section 651, subsection 1 or section 1410, subsection 1 is personally liable to the corporation for the amount of the distribution that exceeds what could have been distributed without violating section 651, subsection 1 or section 1410, subsection 1 if the party asserting liability establishes that when taking the action the director did not comply with section 831 . [PL 2003, c. 631, §18 (AMD).]

2. Contribution; recoupment. A director held liable under subsection 1 for an unlawful distribution is entitled to: A. A contribution from every other director who could be held liable under subsection 1 for the unlawful distribution; and [RR 2001, c. 2, Pt. A, §18 (COR); RR 2001, c. 2, Pt. A, §19 (AFF).] B. Recoupment from each shareholder of the pro rata portion of the amount of the unlawful distribution the shareholder accepted, knowing the distribution was made in violation of section 651, subsection 1 or section 1410, subsection 1 . [PL 2003, c. 631, §18 (AMD).] [PL 2003, c. 631, §18 (AMD).]

3. Proceeding to enforce liability; 2-year period. A proceeding to enforce the liability of a director under subsection 1 is barred unless it is commenced within 2 years after the date: A. On which the effect of the distribution was measured under section 651, subsection 5 or 7 ; [PL 2003, c. 631, §18 (NEW).] B. As of which the violation of section 651, subsection 1 occurred as the consequence of disregard of a restriction in the corporation's articles of incorporation; or [PL 2003, c. 631, §18 (NEW).] C. On which the distribution of assets to shareholders under section 1410, subsection 1 was made. [PL 2003, c. 631, §18 (NEW).] [PL 2003, c. 631, §18 (AMD).]

4. Proceeding to enforce contribution or recoupment; one-year period. A proceeding to enforce a contribution or recoupment under subsection 2 is barred unless it is commenced within one year after the liability of the claimant has been finally adjudicated under subsection 1 . [PL 2001, c. 640, Pt. A, §2 (NEW); PL 2001, c. 640, Pt. B, §7 (AFF).]
13 M.R.S. § 1779 — ME Code / Title 13 / Part 2 / Chapter 85 / Section 1779
13 §1779. License fees
Status: in_force

Domestic associations and foreign associations admitted to do business in this State shall pay an annual license fee of $10, which shall be in lieu of all other corporation and franchise taxes.
13-B M.R.S. § 107 — ME Code / Title 13-B / Chapter 1 / Section 107
13-B §107. Effect of corporate seal on document
Status: in_force

1. Seal of corporation. The seal of the corporation may, but need not, be affixed to any document executed in accordance with section 104 , and its absence therefrom shall not impair the validity of the document or of any action taken in pursuance thereof or in reliance thereon. [PL 1979, c. 127, §93 (AMD).]

2. Corporate seal prima facie evidence. The presence of the corporate seal on a document purporting to be executed by authority of a domestic or foreign corporation shall be prima facie evidence that the document was so executed. [PL 1977, c. 525, §13 (NEW).]
13-C M.R.S. § 1430 — ME Code / Title 13-C / Chapter 14 / Section 1430
13-C §1430. Grounds for judicial dissolution
Status: in_force

A corporation may be dissolved by a judicial dissolution in a proceeding by: [PL 2001, c. 640, Pt. A, §2 (NEW); PL 2001, c. 640, Pt. B, §7 (AFF).]

1. Attorney General. The Attorney General if it is established that: A. The corporation obtained its articles of incorporation through fraud; or [PL 2001, c. 640, Pt. A, §2 (NEW); PL 2001, c. 640, Pt. B, §7 (AFF).] B. The corporation has continued to exceed or abuse the authority conferred upon it by law; [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. Shareholder. A shareholder if it is established that: A. The directors are deadlocked in the management of the corporate affairs, the shareholders are unable to break the deadlock and, because of the deadlock, irreparable injury to the corporation is threatened or being suffered or the business and affairs of the corporation can no longer be conducted to the advantage of the shareholders generally; [PL 2001, c. 640, Pt. A, §2 (NEW); PL 2001, c. 640, Pt. B, §7 (AFF).] B. The directors or those in control of the corporation have acted, are acting or will act in a manner that is illegal, oppressive or fraudulent; [PL 2001, c. 640, Pt. A, §2 (NEW); PL 2001, c. 640, Pt. B, §7 (AFF).] C. The shareholders are so divided regarding the management of the business and affairs of the corporation that the corporation is suffering or will suffer irreparable injury or the business and affairs of the corporation can no longer be conducted to the advantage of the shareholders generally; [PL 2007, c. 289, §43 (AMD).] D. The shareholders are deadlocked in voting power and have failed, for a period that includes at least 2 consecutive annual meeting dates, to elect successors to directors whose terms have expired; [PL 2007, c. 289, §43 (AMD).] E. The corporate assets are being misapplied or wasted; or [PL 2007, c. 289, §43 (AMD).] F. A shareholder of the corporation has abandoned its business and has failed within a reasonable time to liquidate and distribute its assets and dissolve. [PL 2015, c. 259, §17 (AMD).] This subsection does not apply in the case of a corporation that, on the date of the filing of the proceeding, has shares that are a covered security under Section 18(b)(1)(A) or (B) of the federal Securities Act of 1933, as amended. This subsection also does not apply in the case of a corporation that, on the date of the filing of the proceeding, has shares that are not a covered security under Section 18(b)(1)(A) or (B) of the federal Securities Act of 1933, as amended, but are held of record by at least 500 shareholders and the shares outstanding have a market value of at least $20,000,000 exclusive of the value of such shares held by the corporation's executive officers or directors or by any person or group that beneficially owns more than 10% of the outstanding shares; [PL 2015, c. 259, §17 (AMD).]

3. Creditor. A creditor if it is established that: A. The creditor's claim has been reduced to judgment, the execution on the judgment has been returned unsatisfied and the corporation is insolvent; or [PL 2001, c. 640, Pt. A, §2 (NEW); PL 2001, c. 640, Pt. B, §7 (AFF).] B. The corporation has admitted in writing that the creditor's claim is due and owing and the corporation is insolvent; or [PL 2001, c. 640, Pt. A, §2 (NEW); PL 2001, c. 640, Pt. B, §7 (AFF).] [PL 2001, c. 640, Pt. A, §2 (NEW); PL 2001, c. 640, Pt. B, §7 (AFF).]

4. Corporation. The corporation to have its voluntary dissolution continued under court supervision. [PL 2001, c. 640, Pt. A, §2 (NEW); PL 2001, c. 640, Pt. B, §7 (AFF).]
13-C M.R.S. § 1802 — ME Code / Title 13-C / Chapter 18 / Section 1802
13-C §1802. Definitions
Status: in_force

As used in this chapter, unless the context otherwise indicates, the following terms have the following meanings. [PL 2019, c. 328, §1 (NEW).]

1. Benefit corporation. "Benefit corporation" means a corporation: A. That has elected to become subject to this chapter pursuant to section 1804 ; and [PL 2019, c. 328, §1 (NEW).] B. The status of which as a benefit corporation has not been terminated. [PL 2019, c. 328, §1 (NEW).] [PL 2019, c. 328, §1 (NEW).]

2. Benefit director. "Benefit director" means the director designated as the benefit director of a benefit corporation under section 1822 . [PL 2019, c. 328, §1 (NEW).]

3. Benefit enforcement proceeding. "Benefit enforcement proceeding" means a claim or action or proceeding for: A. Failure of a benefit corporation to pursue or create general public benefit or a specific public benefit purpose set forth in its articles; or [PL 2019, c. 328, §1 (NEW).] B. Violation of any obligation, duty or standard of conduct under this chapter. [PL 2019, c. 328, §1 (NEW).] [PL 2019, c. 328, §1 (NEW).]

4. Benefit officer. "Benefit officer" means the individual designated as the benefit officer of a benefit corporation under section 1824 . [PL 2019, c. 328, §1 (NEW).]

5. General public benefit. "General public benefit" means a material positive impact on society and the environment, taken as a whole, assessed against a 3rd-party standard, from the business and operations of a benefit corporation. [PL 2019, c. 328, §1 (NEW).]

6. Independent. "Independent" means having no material relationship with a benefit corporation or a subsidiary of the benefit corporation, except that serving as benefit director or benefit officer does not make an individual not independent. A material relationship between an individual and a benefit corporation or any of its subsidiaries is presumed to exist if any of the following applies: A. The individual is, or has been within the last 3 years, an employee other than a benefit officer of the benefit corporation or a subsidiary; [PL 2019, c. 328, §1 (NEW).] B. An immediate family member of the individual is, or has been within the last 3 years, an executive officer other than a benefit officer of the benefit corporation or a subsidiary; and [PL 2019, c. 328, §1 (NEW).] C. There is beneficial or record ownership of 5% or more of the outstanding shares of the benefit corporation, calculated as if all outstanding rights to acquire equity interests in the benefit corporation had been exercised, by: (1) The individual; or (2) An entity: (a) Of which the individual is a director, an officer or a manager; or (b) In which the individual owns beneficially or of record 5% or more of the outstanding equity interests, calculated as if all outstanding rights to acquire equity interests in the entity had been exercised. [PL 2019, c. 328, §1 (NEW).] [PL 2019, c. 328, §1 (NEW).]

7. Minimum status vote. "Minimum status vote" means: A. In the case of a corporation, in addition to any other required approval or vote, a vote to approve a corporate action: (1) In which the shareholders of every class or series are entitled to vote as a separate voting group on the corporate action regardless of a limitation stated in the articles of incorporation or bylaws on the voting rights of any class or series; and (2) That requires the affirmative vote of the shareholders of each class or series entitled to cast at least 2/3 of the votes that all shareholders of the class or series are entitled to cast on the action; and [PL 2019, c. 328, §1 (NEW).] B. In the case of a domestic entity other than a corporation, in addition to any other required approval, vote or consent, a vote to approve a corporate action: (1) In which the holders of every class or series of equity interest in the entity that are entitled to receive a distribution of any kind from the entity are entitled to vote on or consent to the action regardless of any otherwise applicable limitation on the voting or consent rights of any class or series; and (2) That requires the affirmative vote or consent of the holders described in subparagraph (1) entitled to cast at least 2/3 of the votes or consents that all of those holders are entitled to cast on the action. [PL 2019, c. 328, §1 (NEW).] [PL 2019, c. 328, §1 (NEW).]

8. Specific public benefit. "Specific public benefit" means any particular benefit to society or the environment, including without limitation: A. The provision of low-income or underserved individuals or communities with beneficial products or services; [PL 2019, c. 328, §1 (NEW).] B. The promotion of economic opportunity for individuals or communities beyond the creation of jobs in the normal course of business; [PL 2019, c. 328, §1 (NEW).] C. The protection or restoration of the environment; [PL 2019, c. 328, §1 (NEW).] D. The improvement of human health; [PL 2019, c. 328, §1 (NEW).] E. The promotion of the arts, sciences or advancement of knowledge; and [PL 2019, c. 328, §1 (NEW).] F. The increase of the flow of capital to entities that endeavor to benefit society or the environment. [PL 2019, c. 328, §1 (NEW).] [PL 2019, c. 328, §1 (NEW).]

9. Subsidiary. "Subsidiary" means, in relation to a person, an entity in which the person owns beneficially or of record 50% or more of the outstanding equity interests, calculated as if all outstanding rights to acquire equity interests in the entity had been exercised. [PL 2019, c. 328, §1 (NEW).]

10. Third-party standard. "Third-party standard" means a recognized standard for defining, reporting and assessing corporate social and environmental performance that: A. Assesses the effects of the business and its operations upon the interests listed in section 1821, subsection 1 ; [PL 2019, c. 328, §1 (NEW).] B. Is developed by an entity that: (1) Is not controlled by the benefit corporation; (2) Has access to necessary expertise to assess overall corporate social and environmental performance; and (3) Uses a balanced, multi-stakeholder approach to develop the standard, including a reasonable public comment period; and [PL 2019, c. 328, §1 (NEW).] C. Provides for transparency by making the following information publicly available: (1) The criteria considered when measuring the overall social and environmental performance of a business and the relative weightings, if any, of those criteria; (2) The identity of the directors, officers, material owners and governing body of the entity that developed and controls revisions to the standard; (3) The process by which revisions to the standard and changes to the membership of the governing body are made; and (4) An accounting of the revenue and sources of financial support for the entity, with sufficient detail to disclose any relationships that could reasonably be considered to present a potential conflict of interest. [PL 2019, c. 328, §1 (NEW).] [PL 2019, c. 328, §1 (NEW).]
13 M.R.S. § 3029 — ME Code / Title 13 / Part 2 / Chapter 93 / Section 3029
13 §3029. Parish may convey property to church
Status: in_force

Any parish or religious society connected with the church, which becomes incorporated, may at a meeting duly warned and called for such purpose by a 2/3 vote authorize one or more persons in its name and behalf to convey to such church any real or personal estate which it may hold for the use of such church, and such church shall thereafter hold such property to the same uses and trusts as when held by such parish or society.
13-B M.R.S. § 602 — ME Code / Title 13-B / Chapter 6 / Section 602
13-B §602. Meetings of members
Status: in_force

1. Where held; remote communication. Meetings of members, if any, may be held at such place, either within or without this State, as may be provided in the bylaws or at such place reasonably convenient to members, as determined by the board of directors. In the absence of any such provision, all meetings must be held at the registered office of the corporation in this State or, in the discretion of the board of directors, a meeting may be held entirely through means of remote communication without a specific site for the meeting or partially through means of remote communication with those members attending in person at the location provided in the meeting notice. The board of directors may, in its discretion, adopt guidelines and procedures authorizing members who are not physically present at a meeting of members to, by means of remote communication: A. Participate in a meeting of members; and [PL 2021, c. 304, §1 (NEW).] B. Be deemed present in person for quorum purposes and vote at a meeting of members, whether such meeting is to be held at a designated place or entirely or partially through means of remote communication, only if: (1) The corporation has implemented reasonable measures to verify each person participating remotely is a member or proxy holder of a member; (2) The corporation has implemented procedures to accommodate remote communication; and (3) If any member or proxy holder votes or takes other action at the meeting by means of remote communication, a record of such vote or other action is maintained by the corporation. [PL 2021, c. 304, §1 (NEW).] For the purposes of this chapter, "remote communication" means reasonable measures that provide the members or their proxy holders a reasonable opportunity to participate in the meeting and to vote on matters submitted to the members, including an opportunity to communicate and to read or hear the proceedings of the meeting, substantially concurrently with the proceedings, when not attending in person. [PL 2021, c. 304, §1 (AMD).]

2. Annual meetings. A meeting shall be held annually at such time as may be provided in the articles of incorporation or bylaws. If there shall be a failure, for whatever reason, to hold the annual meeting for a period of 30 days after the date for such meeting specified in the bylaws or articles of incorporation, or if no date has been specified, for a period of 13 months after the organization of the corporation or after its last annual meeting, a substitute annual meeting may be called by any person or persons entitled to call a special meeting of the members. [PL 1977, c. 525, §13 (NEW).]

3. Special meetings. Special meetings of the members may be called by the president or by the board of directors. Special meetings of the members may also be called by such other officers or persons or number or proportion of members as may be provided in the articles of incorporation or the bylaws. In the absence of a provision fixing the number or proportion of members entitled to call a meeting, a special meeting of members may be called by members having 1/20th of the votes entitled to be cast at such meeting. [PL 1977, c. 525, §13 (NEW).]
13 M.R.S. § 3111 — ME Code / Title 13 / Part 2 / Chapter 93 / Section 3111
13 §3111. Different denomination; division of time
Status: in_force

When a house of public worship is owned by persons of different denominations and when an organized society, or its members, own 5 pews therein, one or more of the minority owning not less than 5 pews may apply to a justice of the peace to obtain a division of the time of occupying the house. The justice of the peace shall call a meeting of the owners by posting a notice in a public place in or about the house, 30 days at least before the meeting, stating the time, place and object of the meeting. [RR 2025, c. 1, Pt. E, §46 (COR).]
13 M.R.S. § 41 — ME Code / Title 13 / Part 1 / Chapter 3 / Section 41
13 §41. First meeting
Status: in_force

The first meeting of any corporation chartered by special act of the Legislature, unless otherwise provided, shall be called by a notice signed by some person named in the act of incorporation, setting forth the time, place and purpose of the meeting, a copy of which shall be delivered to each member or published in a newspaper of general circulation in the county 7 days before the meeting. [PL 1987, c. 667, §6 (AMD).]
13 M.R.S. § 1501 — ME Code / Title 13 / Part 2 / Chapter 85 / Section 1501
13 §1501. Definitions
Status: in_force

In this subchapter, unless the subject matter requires otherwise:

1. Association. "Association" means a group enterprise legally incorporated under this subchapter and shall be deemed to be a nonprofit corporation.

2. Cooperative basis. "Cooperative basis" as applied to any incorporated or unincorporated group referred to in subsequent sections of this subchapter means: A. That each member has one vote and only one vote, except as may be altered in the articles or bylaws by provisions for voting by member organizations; B. That the maximum rate at which any return is paid on share or membership capital is limited to not more than 6%; and C. That the net savings after payment, if any, of said limited return on capital and after making provision for such separate funds as may be required or specifically permitted by statute, articles or bylaws shall be allocated or distributed to member patrons, or to all patrons, in proportion to their patronage; or retained by the enterprise for the actual or potential expansion of its services or the reductions of its charges to the patrons, or for other purposes not inconsistent with its nonprofit character.

3. Member. "Member" means not only a member in a nonshare association but also a member in a share association.

4. Net savings. "Net savings" means the total income of an association minus the costs of operation.

5. Savings returns. "Savings returns" means the amount returned to the patrons in proportion to their patronage or otherwise in accordance with this subchapter.
13 M.R.S. § 1303 — ME Code / Title 13 / Part 2 / Chapter 83 / Section 1303
13 §1303. Ownership and operation
Status: in_force

Every cemetery, except Veterans' Memorial Cemetery established under Title 37‑A, chapter 2 , hereafter established shall be owned, maintained or operated by a municipality or other political subdivision of the State, a church, a religious or charitable society, or by a cemetery association incorporated as provided in section 1071 or 1301 . [PL 1973, c. 537, §19 (AMD).]

Every such cemetery must be located in accordance with statutes already in force and effect, and only after consent for such location has been obtained from the municipality or other political subdivision where the same is proposed to be located, as well as from the Department of Health and Human Services. A cemetery, community mausoleum, crematory, natural organic reduction facility or columbarium hereafter established may not be maintained or operated for the purpose of private profit or gain, either directly or indirectly, to any director, officer or member of the cemetery association or other agency owning, maintaining or operating the same, or of any holding company or development company employed to develop, build and dispose of the same. A cemetery lawfully established prior to July 24, 1937 may continue to be owned, maintained and operated under the form of organization adopted therefor. Any corporation organized prior to July 24, 1937 that is authorized or empowered to own, construct, maintain or operate cemeteries or burial grounds may lawfully own, construct, maintain or operate mausoleums, crematories or columbaria in connection therewith, in accordance with the laws existing and effective up to the time of July 24, 1937. [PL 2023, c. 676, §7 (AMD).]
13 M.R.S. § 1266 — ME Code / Title 13 / Part 2 / Chapter 83 / Section 1266
13 §1266. Solicitation of cemetery or crematory or other services or property
Status: in_force

Uninvited telephone or door-to-door solicitations for crematory, cemetery or natural organic reduction facility services or property are prohibited. This section may not be construed to limit the raising of funds for capital improvements as long as those funds are not raised through the purchase of cemetery, crematory or natural organic reduction facility services or property. Uninvited solicitations may not be construed to include solicitations resulting from uninvited good-faith personal referrals from individuals purchasing services or property from a cemetery, crematory or natural organic reduction facility. [PL 2023, c. 676, §6 (AMD).]
13 M.R.S. § 3170 — ME Code / Title 13 / Part 2 / Chapter 93 / Section 3170
13 §3170. Annual accounting
Status: in_force

At each annual meeting of their town, the trustees shall exhibit an account of their proceedings and a statement of the funds, receipts and expenditures and of the application thereof to said uses.
13 M.R.S. § 961 — ME Code / Title 13 / Part 2 / Chapter 81 / Section 961
13 §961. Procedure
Status: in_force

Any 2 or more corporations organized under this chapter may consolidate into a single corporation, which may be either one of the corporations or a new corporation under the laws of this State to be formed by means of the consolidation. The consolidation may be effected by vote of the directors, trustees or managing board, however designated, of each of those corporations at a legal meeting thereof ratifying a proposed agreement of consolidation. The resulting corporation shall deliver for filing with the Secretary of State a certificate of consolidation signed and dated by the clerk or secretary of the corporation. When the certificate of consolidation is filed, the separate existence of all of the constituent corporations, or of all of the constituent corporations except the one into which the constituent corporations have been consolidated, ceases and the constituent corporations, whether consolidated into a new corporation or merged into one of the constituent corporations, as the case may be, become the consolidated corporation by the name provided in the agreement, possessing all the rights, privileges, powers, franchises and immunities of a public and private nature and being subject to all the liabilities, restrictions and duties of each of those corporations so consolidated, and all the rights, privileges, powers, franchises and immunities of each of those constituent corporations, and all real, personal and mixed property of those constituent corporations, all debts due to any of those constituent corporations on whatever account and all other things in action of or belonging to each of those constituent corporations are vested in the consolidated corporation. All property, rights, privileges, powers, franchises, immunities and all other interests are thereafter the property of the consolidated corporation in the same manner as they were of the several and respective constituent corporations, and the title to any real estate, whether by deed or otherwise vested under the laws of this State in any of those constituent corporations, may not revert or in any way be impaired by reason of the consolidation. All rights of creditors and all liens upon the property of any of those constituent corporations are preserved unimpaired, limited to the property affected by such liens at the time of the consolidation, and all debts, liabilities and duties of the respective constituent corporations henceforth attach to the consolidated corporation and may be enforced against it to the same extent as if those debts, liabilities and duties had been incurred or contracted by it. [PL 2003, c. 523, §7 (RPR).]

Any corporation organized under this chapter may merge or consolidate with or into a corporation formed under Title 13-B . The procedure, manner of adoption of the plan of merger or consolidation, form of articles of merger or consolidation and effect of such merger or consolidation for any such merger or consolidation are governed by the provisions of Title 13-B , chapter 9 . [PL 2005, c. 531, §1 (NEW).]
13-C M.R.S. § 1306 — ME Code / Title 13-C / Chapter 13 / Section 1306
13-C §1306. Assertion of appraisal rights
Status: in_force

1. Record shareholder assert appraisal rights. A record shareholder may assert appraisal rights as to fewer than all the shares registered in the record shareholder's name but owned by a beneficial shareholder only if the record shareholder objects with respect to all shares of the class or series owned by the beneficial shareholder and notifies the corporation in writing of the name and address of each beneficial shareholder on whose behalf appraisal rights are being asserted. The rights of a record shareholder who asserts appraisal rights for only part of the shares held of record in the record shareholder's name under this subsection must be determined as if the shares as to which the record shareholder objects and the record shareholder's other shares were registered in the names of different record shareholders. [PL 2001, c. 640, Pt. A, §2 (NEW); PL 2001, c. 640, Pt. B, §7 (AFF).]

2. Beneficial shareholder; appraisal rights. A beneficial shareholder may assert appraisal rights as to shares of any class or series held on behalf of the shareholder only if the shareholder: A. Submits to the corporation the record shareholder's written consent to the assertion of the rights no later than the date referred to in section 1323, subsection 2, paragraph B , subparagraph (2); and [PL 2005, c. 302, §6 (AMD).] B. Does so with respect to all shares of the class or series that are beneficially owned by the beneficial shareholder. [PL 2001, c. 640, Pt. A, §2 (NEW); PL 2001, c. 640, Pt. B, §7 (AFF).] [PL 2005, c. 302, §6 (AMD).]
13-C M.R.S. § 755 — ME Code / Title 13-C / Chapter 7 / Section 755
13-C §755. Dismissal
Status: in_force

1. Dismissal of proceeding. The court, on motion by the corporation, shall dismiss a derivative proceeding if one of the groups specified in paragraphs A to C determines, in good faith, after conducting a reasonable inquiry upon which its conclusions are based, that the maintenance of the derivative proceeding is not in the best interests of the corporation: A. A panel of one or more individuals appointed by the court on motion of the corporation. The plaintiff has the burden of proving that the panel or the determination did not meet the standards required in this subsection; [PL 2007, c. 289, §11 (AMD).] B. A majority of qualified directors present and voting at a meeting of the board of directors if the qualified directors constitute a quorum; or [PL 2007, c. 289, §11 (AMD).] C. A majority of a committee consisting of 2 or more qualified directors appointed by majority vote of qualified directors present and voting at a meeting of the board of directors, whether or not such qualified directors constituted a quorum. [PL 2007, c. 289, §11 (AMD).] [PL 2007, c. 289, §11 (AMD).]

2. Independence of director. [PL 2007, c. 289, §11 (RP).]

3. Complaint must allege with particularity. If a derivative proceeding is commenced after a determination has been made rejecting a demand by a shareholder, the complaint must allege with particularity facts establishing either that a majority of the board of directors did not consist of qualified directors at the time the determination was made or that the requirements of subsection 1 have not been met. [PL 2007, c. 289, §11 (AMD).]

4. Burden of proof. If a majority of the board of directors consisted of qualified directors at the time the determination was made, the plaintiff has the burden of proving that the requirements of subsection 1 have not been met; otherwise, the corporation has the burden of proving that the requirements of subsection 1 have been met. [PL 2007, c. 289, §11 (AMD).]
13-C M.R.S. § 1102 — ME Code / Title 13-C / Chapter 11 / Section 1102
13-C §1102. Merger
Status: in_force

1. General authority of domestic corporations. One or more domestic business corporations may merge with one or more domestic or foreign business corporations or eligible entities pursuant to a plan of merger under this section. [PL 2003, c. 344, Pt. B, §97 (AMD).]

2. Merger with foreign entities. A foreign business corporation or a foreign eligible entity may be a party to a merger with a domestic business corporation or may be created by the terms of a plan of merger under this section only if the merger is permitted by the laws under which the foreign business corporation or eligible entity is organized or by which it is governed; and [PL 2003, c. 344, Pt. B, §97 (AMD).]

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

4. Plan of merger. A plan of merger must include: A. The name of each domestic or foreign business corporation or eligible entity that will merge and the name of the corporation or eligible entity that will be the survivor of the merger; [PL 2003, c. 344, Pt. B, §97 (AMD).] B. The terms and conditions of the merger; [PL 2001, c. 640, Pt. A, §2 (NEW); PL 2001, c. 640, Pt. B, §7 (AFF).] C. The manner and basis of converting the shares of each merging domestic or foreign business corporation and eligible interests of each merging domestic or foreign eligible entity into shares or other securities, eligible interests, obligations, rights to acquire shares or other securities or eligible interests, cash or other property or any combination thereof; [PL 2003, c. 344, Pt. B, §97 (AMD).] D. The articles of incorporation of any domestic or foreign business or nonprofit corporation or the organic documents of any domestic or foreign unincorporated entity to be created by the merger or, if a new domestic or foreign business or nonprofit corporation or unincorporated entity is not to be created by the merger, any amendments to the survivor's articles of incorporation or organic documents; and [PL 2001, c. 640, Pt. A, §2 (NEW); PL 2001, c. 640, Pt. B, §7 (AFF).] E. Any other provisions required by the laws under which any party to the merger is organized or by which it is governed, or by the articles of incorporation or organic documents of any such person. [PL 2001, c. 640, Pt. A, §2 (NEW); PL 2001, c. 640, Pt. B, §7 (AFF).] [PL 2003, c. 344, Pt. B, §97 (AMD).]

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

6. Amend plan prior to filing articles of merger. The plan of merger may also include a provision that the plan may be amended prior to filing the articles of merger with the Secretary of State under section 1106, subsection 2 . Subsequent to any approval of the plan by shareholders of a domestic corporation that is a party to the merger, the plan may not without further shareholder approval be amended to: A. Change the amount or kind of shares or other securities, eligible interests, obligations, rights to acquire shares or other securities, cash or other property to be received under the plan by the shareholders or owners of eligible interests in any party to the merger; [PL 2003, c. 344, Pt. B, §97 (AMD).] B. Change the articles of incorporation or the organic documents of any eligible entity that will survive or be created as a result of the merger, except for changes permitted by section 1005 or by comparable provisions of the organic laws of any such foreign corporation or domestic or foreign eligible entity; or [PL 2003, c. 344, Pt. B, §97 (AMD).] C. Change any of the other terms or conditions of the plan if the change would adversely affect the shareholders in any material respect. [PL 2001, c. 640, Pt. A, §2 (NEW); PL 2001, c. 640, Pt. B, §7 (AFF).] [PL 2005, c. 302, §3 (AMD).]
13-B M.R.S. § 603 — ME Code / Title 13-B / Chapter 6 / Section 603
13-B §603. Notice of members' meetings
Status: in_force

1. Written notice of meetings. Unless otherwise provided in the articles of incorporation or the bylaws, written notice stating the place, day and hour of the meeting and, in case of a special meeting, the purpose or purposes for which the meeting is called, shall be delivered not less than 10 nor more than 50 days before the date of the meeting, either personally or by mail, by or at the direction of the president or the secretary, or the officers or persons calling the meeting, to each member entitled to vote at such meeting. If mailed, such notice shall be deemed to be delivered when deposited in the United States mail addressed to the member at his address as it appears on the records of the corporation, with postage thereon prepaid. [PL 1977, c. 525, §13 (NEW).]

2. Affidavit of designated officer prima facie evidence of facts stated therein. An affidavit of the officer designated under subsection 1 , or of such other person who gave notice as required by this section, that such notice has been given shall in the absence of fraud be prima facie evidence of the facts stated therein. [PL 1977, c. 525, §13 (NEW).]

3. Notice of adjourned meeting. When a meeting is adjourned, for whatever reason, for 30 days or more, notice of the adjourned meeting must be given as provided by this section. Notice of a meeting adjourned for less than 30 days need not be given if the time and place of the adjourned meeting are announced at the meeting at which the adjournment is taken. At the adjourned meeting, the corporation may transact any business that might have been transacted at the meeting at which the adjournment was taken. [RR 1991, c. 2, §45 (COR).]
13-C M.R.S. § 1304 — ME Code / Title 13-C / Chapter 13 / Section 1304
13-C §1304. Limitation or elimination of appraisal rights in articles of incorporation
Status: in_force

Notwithstanding section 1302 or 1303 , the articles of incorporation of a corporation as originally filed or any amendment thereto may limit or eliminate appraisal rights for any class or series of preferred shares, except that: [PL 2011, c. 274, §65 (RPR).]

1. Class or series. No such limitation or elimination is effective if the class or series does not have the right to vote separately as a voting group, alone or as part of a group, on the action or if the action is a nonprofit conversion under chapter 9, subchapter 2 , a conversion to an unincorporated entity under chapter 9, subchapter 4 or a merger having a similar effect; and [PL 2011, c. 274, §65 (NEW).]

2. Appraisal rights. Any limitation or elimination contained in an amendment to the articles of incorporation that limits or eliminates appraisal rights for any of those shares that are outstanding immediately prior to the effective date of that amendment or that the corporation is or may be required to issue or sell after the effective date of the amendment pursuant to any conversion, exchange or other right existing immediately before the effective date of that amendment does not apply to any corporate action that becomes effective within one year of that date if that action would otherwise afford appraisal rights. [PL 2011, c. 274, §65 (NEW).]
13-C M.R.S. § 936 — ME Code / Title 13-C / Chapter 9 / Section 936
13-C §936. Abandonment of nonprofit conversion
Status: in_force

1. Abandonment of plan. Unless otherwise provided in a plan of nonprofit conversion of a domestic business corporation, after the plan has been adopted and approved as required by this subchapter and at any time before the nonprofit conversion has become effective, the plan may be abandoned by the corporation's board of directors without action by the shareholders. [PL 2001, c. 640, Pt. A, §2 (NEW); PL 2001, c. 640, Pt. B, §7 (AFF).]

2. Statement of abandonment. If a nonprofit conversion is abandoned under subsection 1 after articles of nonprofit conversion or articles of charter surrender have been filed with the Secretary of State but before the nonprofit conversion has become effective, a statement that the nonprofit conversion 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 nonprofit conversion. The statement takes effect upon filing, and the nonprofit conversion is considered abandoned and does not become effective. [PL 2001, c. 640, Pt. A, §2 (NEW); PL 2001, c. 640, Pt. B, §7 (AFF).]
13 M.R.S. § 1503 — ME Code / Title 13 / Part 2 / Chapter 85 / Section 1503
13 §1503. Foreign corporations doing business in State
Status: in_force

A foreign corporation or association operating on a cooperative basis and complying with the applicable laws of the state or District of Columbia wherein it is organized shall be entitled to do business in the State as a foreign cooperative corporation or association upon complying with law for foreign corporations doing business in this State.
13-C M.R.S. § 401 — ME Code / Title 13-C / Chapter 4 / Section 401
13-C §401. Corporate name
Status: reserved

1. Prohibition. A corporate name may not contain language stating or implying that the corporation is organized for a purpose other than that permitted by section 301 and the corporation's articles of incorporation. [PL 2001, c. 640, Pt. A, §2 (NEW); PL 2001, c. 640, Pt. B, §7 (AFF).]

2. Distinguishable name. Except as authorized by subsections 3 and 4 , a corporate name must be distinguishable on the records of the Secretary of State from: A. The name of a corporation, nonprofit corporation, limited liability company, limited liability partnership or limited partnership that is incorporated, organized or authorized to transact business or carry on activities in this State; [PL 2003, c. 344, Pt. B, §45 (AMD).] B. Assumed, fictitious, reserved and registered name filings for all entities; and [PL 2001, c. 640, Pt. A, §2 (NEW); PL 2001, c. 640, Pt. B, §7 (AFF).] C. Marks registered under Title 10, chapter 301‑A unless the registered owner or holder of the mark is the same person or entity as the corporation seeking to use a name that is not distinguishable on the records of the Secretary of State and files proof of ownership with the Secretary of State. [PL 2003, c. 344, Pt. B, §45 (AMD).] [PL 2003, c. 344, Pt. B, §45 (AMD).]

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 2001, c. 640, Pt. A, §2 (NEW); PL 2001, c. 640, Pt. B, §7 (AFF).] B. Inappropriately promotes abusive or unlawful activity; [PL 2001, c. 640, Pt. A, §2 (NEW); PL 2001, c. 640, Pt. B, §7 (AFF).] C. Falsely suggests an association with public institutions; or [PL 2001, c. 640, Pt. A, §2 (NEW); PL 2001, c. 640, Pt. B, §7 (AFF).] D. Violates any other provision of the law of this State with respect to names. [PL 2001, c. 640, Pt. A, §2 (NEW); PL 2001, c. 640, Pt. B, §7 (AFF).] [PL 2001, c. 640, Pt. A, §2 (NEW); PL 2001, c. 640, Pt. B, §7 (AFF).]

4. 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 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 2001, c. 640, Pt. A, §2 (NEW); PL 2001, c. 640, Pt. B, §7 (AFF).] 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 2001, c. 640, Pt. A, §2 (NEW); PL 2001, c. 640, Pt. B, §7 (AFF).] [PL 2001, c. 640, Pt. A, §2 (NEW); PL 2001, c. 640, Pt. B, §7 (AFF).]

5. 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 2001, c. 640, Pt. A, §2 (NEW); PL 2001, c. 640, Pt. B, §7 (AFF).] B. Has been formed by reorganization of the other corporation; or [PL 2001, c. 640, Pt. A, §2 (NEW); PL 2001, c. 640, Pt. B, §7 (AFF).] C. Has acquired all or substantially all of the assets, including the corporate name, of the other corporation. [PL 2001, c. 640, Pt. A, §2 (NEW); PL 2001, c. 640, Pt. B, §7 (AFF).] [PL 2001, c. 640, Pt. A, §2 (NEW); PL 2001, c. 640, Pt. B, §7 (AFF).]

6. Determining distinguishability. In determining whether names are "distinguishable on the records," the Secretary of State shall disregard the following: A. The words or abbreviations of words that describe the nature of the entity, including "professional association," "corporation," "company," "incorporated," "chartered," "limited," "limited partnership," "limited liability company," "professional limited liability company," "limited liability partnership," "registered limited liability partnership," "limited liability limited partnership," "service corporation" or "professional corporation"; [PL 2005, c. 543, Pt. D, §11 (AMD); PL 2005, c. 543, Pt. D, §18 (AFF).] B. The presence or absence of the words or symbols of the words "and" and "the"; and [PL 2003, c. 344, Pt. B, §46 (AMD).] C. The differences in the use of punctuation, capitalization or special characters. [PL 2003, c. 344, Pt. B, §46 (AMD).] D. [PL 2003, c. 344, Pt. B, §46 (RP).] [PL 2005, c. 543, Pt. D, §11 (AMD); PL 2005, c. 543, Pt. D, §18 (AFF).]

7. Change of corporate name by foreign corporation. If a foreign corporation authorized to transact business in this State changes its corporate name to one that does not satisfy the requirements of this section, the foreign corporation may not transact business in this State under the proposed new name until it adopts a name satisfying the requirements of this section and files an amended application for authority under section 1504 that is accompanied by a statement of use of a fictitious name under section 404 . [PL 2003, c. 344, Pt. B, §47 (NEW).]
13 M.R.S. § 1778 — ME Code / Title 13 / Part 2 / Chapter 85 / Section 1778
13 §1778. Inducing breach of contract; spreading false reports; penalty
Status: in_force

1. Violation. A person may not: A. Knowingly induce a member or stockholder of an association to violate the member's or stockholder's marketing contract with the association; [PL 2003, c. 452, Pt. G, §1 (NEW); PL 2003, c. 452, Pt. X, §2 (AFF).] B. Knowingly attempt to induce a member or stockholder of an association to violate the member's or stockholder's marketing contract with the association; or [PL 2003, c. 452, Pt. G, §1 (NEW); PL 2003, c. 452, Pt. X, §2 (AFF).] C. Intentionally or knowingly spread false reports about the finances or management of the association. [PL 2003, c. 452, Pt. G, §1 (NEW); PL 2003, c. 452, Pt. X, §2 (AFF).] [PL 2003, c. 452, Pt. G, §1 (NEW); PL 2003, c. 452, Pt. X, §2 (AFF).]

2. Penalties. A person or corporation whose employees or officers violate this section commits a civil violation for which a fine of not less than $100 and not more than $1,000 may be adjudged for each such offense. In addition, the person or corporation is subject to a civil penalty of $500 for each such offense, to be recovered in a civil action by the aggrieved association. [PL 2003, c. 452, Pt. G, §1 (NEW); PL 2003, c. 452, Pt. X, §2 (AFF).]
13 M.R.S. § 2107 — ME Code / Title 13 / Part 2 / Chapter 87 / Section 2107
13 §2107.  Notice; hearing
Status: in_force

The director or officer against whom such charges have been brought must be informed in writing of the charges previous to the meeting and have an opportunity at the meeting to be heard in person or by counsel and to present witnesses; and the person or persons bringing the charges against the director or officer must have the same opportunity. [RR 2025, c. 1, Pt. E, §22 (COR).]
13-C M.R.S. § 101 — ME Code / Title 13-C / Chapter 1 / Section 101
13-C §101. Short title
Status: in_force

This Title may be known and cited as the "Maine Business Corporation Act." [PL 2003, c. 344, Pt. B, §28 (AMD).]
13-B M.R.S. § 1110 — ME Code / Title 13-B / Chapter 11 / Section 1110
13-B §1110. Deposit with Treasurer of State of undistributed assets
Status: in_force

1. Distributive portions not received. Upon the voluntary or involuntary dissolution of a corporation, the portion of the assets distributable to any person who is unknown or cannot be found, or who is under disability and for whom there is no person legally competent to receive such distributive portion, or who fails or refuses to accept his distribution, shall be reduced to cash and deposited with the Treasurer of State, along with a statement setting forth the name, last known address, amount due to and other pertinent information concerning each such distributee. [PL 1977, c. 525, §13 (NEW).]

2. Deposit with Treasurer of State. A deposit with the Treasurer of State must, to the extent of the deposit, absolutely discharge the persons having control and supervision over the distribution of the corporation's assets from liability to the unknown, unlocated, legally disabled or nonaccepting persons. If the dissolution is under the supervision of the Superior Court pursuant to section 1105 , the deposit may not be made with the Treasurer of State, except pursuant to order of the court, on terms as the court may order. [PL 2001, c. 550, Pt. C, §26 (AMD); PL 2001, c. 550, Pt. C, §29 (AFF).]

3. Proof required. The Treasurer of State shall pay over such sums deposited with him to the person entitled thereto, or to his legal representative, upon proof satisfactory to the Treasurer of State of his right thereto. [PL 1977, c. 525, §13 (NEW).]

4. Civil action. If the Treasurer of State is not satisfied as to the right of any claimant to such funds, the claimant may bring a civil action in the Superior Court against the Treasurer of State; if the court is satisfied as to the claimant's right to the funds, it shall issue an order directing the Treasurer of State to pay the same to such claimant. Such action may not be brought after the expiration of 20 years from the time of deposit of such funds with the Treasurer of State. At the end of such 20-year period, any such funds remaining in the State Treasury shall escheat to the State. Any income earned on such funds shall be paid into the General Fund as compensation for administration. [PL 1977, c. 525, §13 (NEW).]
13 M.R.S. § 3108 — ME Code / Title 13 / Part 2 / Chapter 93 / Section 3108
13 §3108. -- proceedings
Status: in_force

When assembled as provided for in section 3107 , the owners of the building and pew owners may choose a moderator and clerk, who shall perform the usual duties of such officers. Thereupon said owners shall be a corporation and be known by such name as they adopt, and they may agree on the mode of calling future meetings.
13 M.R.S. § 1743 — ME Code / Title 13 / Part 2 / Chapter 85 / Section 1743
13 §1743. Application
Status: in_force

1. Nonprofit. Cooperative affordable housing corporations are considered nonprofit inasmuch as they are not organized to make a profit for themselves or for their members. [PL 1993, c. 300, §1 (NEW).]

2. Applicability. Except as otherwise provided in this subchapter, cooperative affordable housing corporations in the State are governed by and have all the rights, privileges and powers established in Title 13‑C . Without limiting the applicability of federal law to any other corporation or unincorporated association that provides housing on a cooperative basis, it is the intent that cooperative affordable housing corporations governed by this subchapter qualify as cooperative housing corporations under federal law. [RR 2001, c. 2, Pt. B, §27 (COR); RR 2001, c. 2, Pt. B, §58 (AFF).]

3. Election. Any corporation governed by Title 13‑C may elect by a vote of 2/3 of the members voting to secure the benefits of and be bound by this subchapter and must then amend its articles of incorporation to conform with this subchapter. [RR 2001, c. 2, Pt. B, §27 (COR); RR 2001, c. 2, Pt. B, §58 (AFF).]

4. Exemption. Any corporation or unincorporated association that does not elect to be governed under this subchapter may not be restricted from providing housing on a cooperative basis whether as a consumer cooperative under subchapter I or otherwise. [PL 1993, c. 300, §1 (NEW).]
13-C M.R.S. § 872 — ME Code / Title 13-C / Chapter 8 / Section 872
13-C §872. Judicial action
Status: in_force

1. Nonconflicting-interest transaction not actionable. A transaction effected or proposed to be effected by a corporation, or by an entity controlled by a corporation, may not be the subject of equitable relief, or give rise to an award of damages or other sanctions against a director of the corporation, in a proceeding by a shareholder or by or in the right of the corporation on the ground that the director has an interest regarding the transaction if it is not a director’s conflicting-interest transaction. [PL 2007, c. 289, §28 (AMD).]

2. Conflicting-interest transaction not actionable if standards met. A director's conflicting-interest transaction may not be the subject of equitable relief or give rise to an award of damages or other sanctions against a director of the corporation, in a proceeding by a shareholder or by or in the right of the corporation, on the ground that the director has an interest regarding the transaction, if: A. Directors' action regarding the transaction was taken in compliance with section 873 at any time; [PL 2007, c. 289, §28 (AMD).] B. Shareholders' action regarding the transaction was taken in compliance with section 874 at any time; or [PL 2007, c. 289, §28 (AMD).] C. The transaction, judged according to the circumstances at the relevant time, is established to have been fair to the corporation. For purposes of this paragraph, a transaction is fair to a corporation if, taken as a whole, the transaction was beneficial to the corporation, taking into appropriate account whether the transaction was: (1) Fair in terms of the director's dealings with the corporation; and (2) Comparable to what might have been obtained in an arms-length transaction, given the consideration paid or received by the corporation. [PL 2007, c. 289, §28 (AMD).] [PL 2007, c. 289, §28 (AMD).]
13 M.R.S. § 2238 — ME Code / Title 13 / Part 2 / Chapter 87 / Section 2238
13 §2238. Acts necessary to accomplish purposes
Status: in_force

An association may do each and every thing necessary, suitable or proper for the accomplishment of any one of the purposes or the attainment of any one or more of the objects enumerated in this chapter; or conducive to or expedient for the interest or benefit of the association; and contract accordingly; and in addition exercise and possess all powers, rights and privileges necessary or incidental to the purposes for which the association is organized or to the activities in which it is engaged; and, in addition, any other rights, powers and privileges granted by the laws of this State to ordinary corporations, except such as are inconsistent with the express provisions of this chapter; and do any such thing anywhere.
13 M.R.S. § 3022 — ME Code / Title 13 / Part 2 / Chapter 93 / Section 3022
13 §3022. Notice of meeting
Status: in_force

When 3 or more members of the church who are voters according to section 3023 apply in writing to a notary public in the county for the purpose of incorporating the church, the notary shall issue a warrant addressed to one of the applicants, stating the time, place and purposes of the meeting and directing the applicant to notify the members of the church by posting a certified copy of the warrant in a conspicuous place near the main entrance to the usual place of meeting of the church and in one other public and conspicuous place in the same town, for 7 days, at least, prior to the meeting. [RR 2025, c. 1, Pt. E, §41 (COR).]
13 M.R.S. § 2812 — ME Code / Title 13 / Part 2 / Chapter 91 / Section 2812
13 §2812. Assessment collected by forced sale
Status: in_force

If a proprietor neglects to pay the proprietor's assessment to the treasurer, collector or committee for 6 months if the proprietor resides in the State, otherwise for 12 months, then the committee may, from time to time, sell at auction as much of the proprietor's right in the common lands as is sufficient to pay the proprietor's tax and the reasonable charges of sale, after notice thereof posted as provided and published in 2 of the newspapers before named, 5 weeks successively next before the time of sale; and may give deeds thereof in fee to the purchaser. [RR 2025, c. 1, Pt. E, §32 (COR).]
13-C M.R.S. § 1109 — ME Code / Title 13-C / Chapter 11 / Section 1109
13-C §1109. Required vote of shareholders in certain business combinations
Status: repealed

1. Definitions. As used in this section, unless the context otherwise indicates, the following terms have the following meanings. A. "Affiliate" means a person that directly, or indirectly through one or more intermediaries, controls, is controlled by or is under common control with a specified person. [PL 2001, c. 640, Pt. A, §2 (NEW); PL 2001, c. 640, Pt. B, §7 (AFF).] B. "Announcement date," when used in reference to any business combination, means the date of the first public announcement of the final, definitive proposal for that business combination. [PL 2001, c. 640, Pt. A, §2 (NEW); PL 2001, c. 640, Pt. B, §7 (AFF).] C. "Associate," when used to indicate a relationship with a person, means: (1) Any corporation or organization of which that person is a director, officer or partner or is, directly or indirectly, the beneficial owner of 10% or more of any class of voting shares; (2) Any trust or other estate in which that person has a substantial beneficial interest or to which that person serves as trustee or in a similar fiduciary capacity; and (3) Any relative or spouse of that person, or any relative of that spouse, who has the same home as that person. [PL 2001, c. 640, Pt. A, §2 (NEW); PL 2001, c. 640, Pt. B, §7 (AFF).] D. "Beneficial owner," when used with respect to shares, means a person that: (1) Individually or with or through any affiliate or associate, beneficially owns shares, directly or indirectly; (2) Individually or with or through any affiliate or associate, has the right to: (a) Acquire shares, whether that right is exercisable immediately or only after the passage of time, pursuant to any agreement, arrangement or understanding, whether or not in writing, or upon the exercise of conversion rights, exchange rights, warrants or options, or otherwise, except that a person is not considered the beneficial owner of shares tendered pursuant to a tender or exchange offer made by that person or any of that person's affiliates or associates until the tendered shares are accepted for purchase or exchange; or (b) Vote shares pursuant to any agreement, arrangement or understanding, whether or not in writing, except that a person is not considered the beneficial owner of any shares under this division if the agreement, arrangement or understanding to vote shares arises solely from a revocable proxy given in response to a proxy solicitation made in accordance with the applicable rules and regulations under the Exchange Act, and is not then reportable on a Schedule 13D under the Exchange Act, or any comparable or successor report; or (3) Has any agreement, arrangement or understanding, whether or not in writing, for the purpose of acquiring, holding, voting, except voting pursuant to a revocable proxy as described in subparagraph (2), or disposing of shares with another person who beneficially owns, or whose affiliates or associates beneficially own, directly or indirectly, the shares. [PL 2001, c. 640, Pt. A, §2 (NEW); PL 2001, c. 640, Pt. B, §7 (AFF).] E. "Business combination," when used in reference to any domestic corporation and any interested shareholder of that domestic corporation, means: (1) Any merger or share exchange of that domestic corporation or any subsidiary of that domestic corporation with that interested shareholder, any other corporation, whether or not it is an interested shareholder of that domestic corporation, that is, or after a merger or share exchange would be, an affiliate or associate of that interested shareholder, or any other corporation if the merger or share exchange is caused by that interested shareholder and as a result of that merger or share exchange this section is not applicable to the surviving corporation; (1-A) Any conversion or domestication proposed by an interested shareholder or for which an interested shareholder votes, as a result of which this section is not applicable to the resulting entity; (2) Any sale, lease, exchange, mortgage, pledge, transfer or other disposition, in one transaction or a series of transactions, of assets of that domestic corporation or any subsidiary of that domestic corporation having an aggregate market value equal to 10% or more of the aggregate market value, or book value determined in accordance with good accounting practices, of all the assets, determined on a consolidated basis, of that domestic corporation, having an aggregate market value equal to 10% or more of the aggregate market value of all the outstanding shares of that domestic corporation, or representing 10% or more of the earning power or income, determined on a consolidated basis, of that domestic corporation proposed by, on behalf of or pursuant to any agreement, arrangement or understanding, whether or not in writing, with that interested shareholder or any affiliate or associate of that interested shareholder; (3) The issuance or transfer by that domestic corporation or any subsidiary of that domestic corporation, in one transaction or a series of transactions, of any shares of that domestic corporation or any subsidiary of that domestic corporation that has an aggregate market value equal to 5% or more of the aggregate market value of all the outstanding shares of that domestic corporation to that interested shareholder or any affiliate or associate of that interested shareholder, except pursuant to the exercise of warrants or rights to purchase shares offered, or a dividend or distribution paid or made, pro rata to all shareholders of that domestic corporation; (4) The adoption of any plan or proposal for the liquidation or dissolution of that domestic corporation proposed by, on behalf of or pursuant to any agreement, arrangement or understanding, whether or not in writing, with that interested shareholder or any affiliate or associate of that interested shareholder; (5) Any reclassification of securities, including, without limitation, any share split, share dividend or other distribution of shares, or any reverse share split, or recapitalization of that domestic corporation, or any merger or consolidation of that domestic corporation, with any subsidiary of that domestic corporation, or any other transaction, whether or not with, or into, or otherwise involving that interested shareholder, proposed by, on behalf of or pursuant to any agreement, arrangement or understanding, whether or not in writing, with that interested shareholder or any affiliate or associate of that interested shareholder, any of which has the effect, directly or indirectly, of increasing the proportionate share of the outstanding shares of any class or series of voting shares or securities convertible into voting shares of that domestic corporation or any subsidiary of that domestic corporation that is directly or indirectly owned by that interested shareholder or any affiliate or associate of that interested shareholder, except as a result of immaterial changes due to fractional share adjustments; or (6) Any receipt by that interested shareholder or any affiliate or associate of that interested shareholder of the benefit, directly or indirectly, except proportionately as a shareholder of the domestic corporation, of any loans, advances, guarantees, pledges or other financial assistance or any tax credits or other tax advantages provided by or through that domestic corporation. [PL 2003, c. 344, Pt. B, §104 (AMD).] F. "Control," including the terms "controlling," "controlled by" and "under common control with," means the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of a person, whether through the ownership of voting shares, by contract or otherwise. A person's beneficial ownership of 10% or more of the outstanding voting shares of a corporation creates a presumption that that person has control of that corporation. Notwithstanding this paragraph, a person is not considered to have control of a corporation if that person holds voting power, in good faith and not for the purpose of circumventing this paragraph, as an agent, bank, broker, nominee, custodian or trustee for one or more beneficial owners who do not individually or as a group have control of that corporation. [PL 2001, c. 640, Pt. A, §2 (NEW); PL 2001, c. 640, Pt. B, §7 (AFF).] G. "Exchange Act" means the United States Securities Exchange Act of 1934 as that Act has been or may be amended from time to time. [PL 2001, c. 640, Pt. A, §2 (NEW); PL 2001, c. 640, Pt. B, §7 (AFF).] H. "Interested shareholder," when used in reference to any domestic corporation, means any person, other than that domestic corporation or any subsidiary of that domestic corporation, that: (1) Is the beneficial owner, directly or indirectly, of 25% or more of the outstanding voting shares of that domestic corporation; or (2) Is an affiliate or associate of that domestic corporation and at any time within the 5-year period immediately prior to the date in question was the beneficial owner, directly or indirectly, of 25% or more of the outstanding voting shares of that domestic corporation. For the purpose of determining whether a person is an interested shareholder pursuant to this paragraph, the number of shares of voting shares of that domestic corporation considered to be outstanding must include shares considered to be beneficially owned by the person through application of paragraph D, but does not include any other unissued voting shares of that domestic corporation that may be issuable pursuant to any agreement, arrangement or understanding, or upon exercise of conversion rights, warrants or options, or otherwise. The term "interested shareholder" does not include any person whose ownership of voting shares in excess of the 25% limitation set forth in this paragraph is the result of action taken solely by the corporation and not caused directly or indirectly by that person; however, that person is an interested shareholder if thereafter that person acquires additional voting shares of the corporation, except as a result of further corporate action not caused, directly or indirectly, by that person. [PL 2001, c. 640, Pt. A, §2 (NEW); PL 2001, c. 640, Pt. B, §7 (AFF).] I. "Market value," when used in reference to property of any domestic corporation, means: (1) In the case of shares, the highest closing sale price during the 30-day period immediately preceding the date in question of a share on the composite tape for New York Stock Exchange listed stocks; or, if that share is not quoted on that composite tape or, if that share is not listed on that exchange, then on the principal United States Securities Exchange registered under the Exchange Act on which that share is listed, or, if that share is not listed on any such exchange, the highest closing bid quotation with respect to the share during the 30-day period preceding the date in question on the National Association of Securities Dealers Automated Quotations System, or any system then in use, or, if no such quotations are available, the fair market value on the date in question of the share as determined in good faith by the board of directors of that corporation; and (2) In the case of property other than cash or shares, the fair market value of that property on the date in question as determined in good faith by the board of directors of that domestic corporation. [PL 2001, c. 640, Pt. A, §2 (NEW); PL 2001, c. 640, Pt. B, §7 (AFF).] J. "Share" means: (1) Any share or similar security, any certificate of interest, any participation in any profit-sharing agreement, any voting trust certificate or any certificate of deposit for shares; and (2) Any security convertible, with or without consideration, into shares or any warrant, call or other option or privilege of buying shares without being bound to do so, or any other security carrying any right to acquire, subscribe to or purchase shares. [PL 2001, c. 640, Pt. A, §2 (NEW); PL 2001, c. 640, Pt. B, §7 (AFF).] K. "Share acquisition date," with respect to any person and any domestic corporation, means the date that the person first becomes an interested shareholder of that domestic corporation. [PL 2001, c. 640, Pt. A, §2 (NEW); PL 2001, c. 640, Pt. B, §7 (AFF).] L. "Subsidiary" of any domestic corporation means any other corporation of which voting shares having 50% or more of the votes entitled to be cast is owned, directly or indirectly, by that domestic corporation. [PL 2001, c. 640, Pt. A, §2 (NEW); PL 2001, c. 640, Pt. B, §7 (AFF).] M. "Voting shares" means shares of a corporation entitled to vote generally in the election of directors. [PL 2001, c. 640, Pt. A, §2 (NEW); PL 2001, c. 640, Pt. B, §7 (AFF).] [PL 2003, c. 344, Pt. B, §104 (AMD).]

2. Business combination. Notwithstanding anything to the contrary in this Act, except subsection 3 , a domestic corporation may not engage in any business combination for a period of 5 years following an interested shareholder's share acquisition date unless that business combination is: A. Approved by the board of directors of that domestic corporation prior to that interested shareholder's share acquisition date; or [PL 2001, c. 640, Pt. A, §2 (NEW); PL 2001, c. 640, Pt. B, §7 (AFF).] B. Approved, subsequent to that interested shareholder's share acquisition date, by the board of directors of that domestic corporation and authorized by the affirmative vote, at a meeting called for that purpose, of at least a majority of the outstanding voting shares not beneficially owned by that interested shareholder or any affiliate or associate of that interested shareholder or by persons who are either directors or officers and also employees of that domestic 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. Exemptions. This section does not apply to business combinations as provided in this subsection. A. Unless the articles of incorporation of a domestic corporation provide otherwise, this section does not apply to any business combination of that domestic corporation if that domestic corporation did not have a class of voting shares registered or traded on a national securities exchange or registered with the United States Securities and Exchange Commission pursuant to 15 United States Code, Section 78 l(g) on that interested shareholder's share acquisition date. [PL 2001, c. 640, Pt. A, §2 (NEW); PL 2001, c. 640, Pt. B, §7 (AFF).] B. Unless the articles of incorporation of that domestic corporation provide otherwise, this section does not apply to any business combination involving a domestic corporation that does not have any interested shareholders other than an interested shareholder who was an interested shareholder immediately prior to the effective date of this section unless, subsequent to the effective date of this section, that interested shareholder increased its proportion of that domestic corporation's outstanding voting shares to a proportion in excess of the proportion of voting shares that interested shareholder held immediately prior to the effective date of this section. [PL 2001, c. 640, Pt. A, §2 (NEW); PL 2001, c. 640, Pt. B, §7 (AFF).] C. This section does not apply to any business combination involving a domestic corporation that does not have an interested shareholder other than an interested shareholder of that domestic corporation that became an interested shareholder inadvertently if that interested shareholder: (1) As soon as practicable divests itself of a sufficient amount of the voting shares of that domestic corporation so that the interested shareholder no longer is the beneficial owner, directly or indirectly, of 25% or more of the outstanding voting shares of that domestic corporation; and (2) Has not been at any time within the 5-year period preceding the announcement date with respect to that business combination, an interested shareholder of that domestic corporation but for that inadvertent acquisition. [PL 2001, c. 640, Pt. A, §2 (NEW); PL 2001, c. 640, Pt. B, §7 (AFF).] D. This section does not apply to any business combination involving a domestic corporation that, in its original articles of incorporation, has expressly elected not to be governed by this section. [PL 2001, c. 640, Pt. A, §2 (NEW); PL 2001, c. 640, Pt. B, §7 (AFF).] E. This section does not apply to any business combination involving a domestic corporation that, by action of its shareholders, adopts an amendment to its articles of incorporation or bylaws expressly electing not to be governed by this section; however, in addition to any other vote required by law, the amendment to the articles of incorporation or bylaws must be approved by the affirmative vote of at least 66 2/3% of the shares entitled to vote. An amendment adopted pursuant to this paragraph is effective immediately. A bylaw amendment adopted pursuant to this paragraph may not be further amended or repealed 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).]

The requirements of this section are in addition to the requirements of applicable law, including this Act, and any additional requirements contained in the articles of incorporation or bylaws of a domestic corporation with respect to business combinations as defined in this section. [PL 2001, c. 640, Pt. A, §2 (NEW); PL 2001, c. 640, Pt. B, §7 (AFF).]
13-B M.R.S. § 801 — ME Code / Title 13-B / Chapter 8 / Section 801
13-B §801. Right to amend articles of incorporation
Status: in_force

A corporation may amend its articles of incorporation from time to time in any and as many respects as may be desired, so long as its articles of incorporation, as amended, contain only such provisions as might lawfully be contained in original articles of incorporation on the effective date of such amendment. [PL 1977, c. 525, §13 (NEW).]
13-C M.R.S. § 855 — ME Code / Title 13-C / Chapter 8 / Section 855
13-C §855. Court-ordered indemnification; advance for expenses
Status: in_force

1. Application and order. A director who is a party to a proceeding because the director is a director of the corporation may apply for indemnification or an advance for expenses to the court conducting the proceeding or to another court of competent jurisdiction. After receipt of an application and after giving any notice the court considers necessary, the court shall: A. Order indemnification if the court determines that the director is entitled to mandatory indemnification under section 853 ; [PL 2001, c. 640, Pt. A, §2 (NEW); PL 2001, c. 640, Pt. B, §7 (AFF).] B. Order indemnification or an advance for expenses if the court determines that the director is entitled to indemnification or an advance for expenses pursuant to a provision authorized by section 859, subsection 1 ; or [PL 2001, c. 640, Pt. A, §2 (NEW); PL 2001, c. 640, Pt. B, §7 (AFF).] C. Order indemnification or an advance for expenses if the court determines, in view of all the relevant circumstances, that it is fair and reasonable: (1) To indemnify the director; or (2) To advance expenses to the director even if the director has not met the relevant standard of conduct set forth in section 852, subsection 1 , failed to comply with section 854 or was adjudged liable in a proceeding referred to in section 852, subsection 4, paragraph A or B , but, if the director was adjudged so liable, the director's indemnification must be limited to reasonable expenses incurred in connection with the proceeding. [PL 2001, c. 640, Pt. A, §2 (NEW); PL 2001, c. 640, Pt. B, §7 (AFF).] [PL 2003, c. 344, Pt. B, §68 (AMD).]

2. Entitlement to expenses. If the court determines that the director is entitled to indemnification under subsection 1, paragraph A or to indemnification or an advance for expenses under subsection 1, paragraph B , the court shall also order the corporation to pay the director's reasonable expenses incurred in connection with obtaining the court-ordered indemnification or advance for expenses. If the court determines that the director is entitled to indemnification or an advance for expenses under subsection 1, paragraph C , the court may also order the corporation to pay the director's reasonable expenses incurred in connection with obtaining the court-ordered indemnification or advance for expenses. [PL 2003, c. 344, Pt. B, §68 (AMD).]
13 M.R.S. § 1691 — ME Code / Title 13 / Part 2 / Chapter 85 / Section 1691
13 §1691. Issuance and contents
Status: in_force

No certificate for share or membership capital shall be issued until the par value thereof has been paid for in full. There shall be printed upon each certificate issued by an association a full or condensed statement of the requirements of sections pertaining to one-member-one-vote, no proxy and transfer of shares and membership.
13-C M.R.S. § 722 — ME Code / Title 13-C / Chapter 7 / Section 722
13-C §722. Voting entitlement of shares
Status: in_force

1. Entitlement to vote. Except as provided in subsections 2 and 4 or unless a corporation's articles of incorporation provide otherwise, each outstanding share, regardless of class, is entitled to one vote on each matter voted on at a shareholders' meeting. Only shares are entitled to vote. The articles of incorporation may grant, either absolutely or conditionally, to the holders of bonds, debentures or other obligations of the corporation the power to vote on specified matters, including the election of directors. This power may not be terminated except upon written assent of the holders of 2/3 in the aggregate face amount of such bonds, debentures or other obligations. When this power has been granted to holders of bonds, debentures or other obligations of a corporation, the term "shareholder," whenever used in this Act, includes holders of such obligations to the extent necessary to give effect to their voting power so granted. [PL 2001, c. 640, Pt. A, §2 (NEW); PL 2001, c. 640, Pt. B, §7 (AFF).]

2. Ownership of shares by 2nd corporation. Absent special circumstances, a share of a corporation is not entitled to vote if it is owned, directly or indirectly, by a 2nd corporation, domestic or foreign, and the first corporation owns, directly or indirectly, a majority of the shares entitled to vote for directors of the 2nd corporation. [PL 2001, c. 640, Pt. A, §2 (NEW); PL 2001, c. 640, Pt. B, §7 (AFF).]

3. Voting of shares held in fiduciary capacity. Subsection 2 does not limit the power of a corporation to vote any shares, including its own shares, held by it in a fiduciary capacity. [PL 2001, c. 640, Pt. A, §2 (NEW); PL 2001, c. 640, Pt. B, §7 (AFF).]

4. Redeemable shares. Redeemable shares are not entitled to vote after notice of redemption is mailed to the shareholders and a sum sufficient to redeem the shares has been deposited with a bank, trust company or other financial institution under an irrevocable obligation to pay the shareholders the redemption price on surrender of the shares. [PL 2001, c. 640, Pt. A, §2 (NEW); PL 2001, c. 640, Pt. B, §7 (AFF).]
13-C M.R.S. § 881 — ME Code / Title 13-C / Chapter 8 / Section 881
13-C §881. Business opportunities
Status: in_force

1. Business opportunity not actionable if standards met. If a director or officer or related person of either pursues or takes advantage, directly or indirectly, of a business opportunity, that action may not be the subject of equitable relief or give rise to an award of damages or other sanctions against the director, officer or related person, in a proceeding by or in the right of the corporation on the ground that such opportunity should have first been offered to the corporation, if : A. Before the director, officer or related person becomes legally obligated regarding the opportunity, the director or officer brings it to the attention of the corporation and action by qualified directors disclaiming the corporation’s interest in the opportunity is taken in compliance with the same procedures set forth in section 873 ; [PL 2015, c. 259, §16 (AMD).] B. Before the director, officer or related person becomes legally obligated regarding the opportunity, the director or officer brings it to the attention of the corporation and action by shareholders disclaiming the corporation’s interest in the opportunity is taken in compliance with the procedures set forth in section 874 , as if the decision being made concerned a director’s conflicting-interest transaction as defined in section 871, subsection 2 ; or [PL 2015, c. 259, §16 (AMD).] C. The duty to offer the corporation the particular business opportunity has been limited or eliminated pursuant to a provision of the articles of incorporation adopted and in the case of officers and their related persons, made effective by action of qualified directors in accordance with section 202, subsection 2, paragraph F . [PL 2015, c. 259, §16 (NEW).] In each case under paragraph A or B , the director, rather than making a required disclosure as defined in section 871, subsection 4 , must have made prior disclosure to those acting on behalf of the corporation of all material facts concerning the business opportunity that are then known to the director. [PL 2015, c. 259, §16 (AMD).]

2. No inference or change in burden of proof. In any proceeding seeking equitable relief or other remedies based upon an alleged improper pursuit or taking advantage of a business opportunity by a director or officer, the fact that the director or officer did not employ the procedure described in subsection 1, paragraph A or B before taking advantage of the opportunity does not create an inference that the opportunity should have been first presented to the corporation or alter the burden of proof otherwise applicable to establish that the director breached a duty to the corporation in the circumstances. [PL 2015, c. 259, §16 (AMD).]

3. Related person. As used in this section, "related person" has the meaning set forth in section 871, subsection 3 . [PL 2015, c. 259, §16 (NEW).]
13 M.R.S. § 1554 — ME Code / Title 13 / Part 2 / Chapter 85 / Section 1554
13 §1554. Powers
Status: in_force

An association shall have the capacity to act possessed by natural persons and the authority to do anything required or permitted by this subchapter and also:

1. Continuation. To continue as a corporation for the time specified in its articles;

2. Seal. To have a corporate seal and to alter the same at pleasure;

3. Sue and be sued. To sue and be sued in its corporate name;

4. Bylaws. To make bylaws for the government and regulation of its affairs;

5. Acquire and dispose of property. To acquire, own, hold, sell, lease, pledge, mortgage or otherwise dispose of any property incident to its purposes and activities;

6. Own other corporations. To own and hold membership in and share capital of other associations and any other corporations and any types of bonds or other obligations; and while the owner thereof to exercise all the rights of ownership;

7. Borrow money; make contracts. To borrow money, contract debts and make contracts, including agreements of mutual aid or federation with other associations, other groups organized on a cooperative basis and other nonprofit groups;

8. Operate within and without State. To conduct its affairs within or without this State;

9. Powers of ordinary business corporations. To exercise in addition any power granted to ordinary business corporations, save those powers inconsistent with this subchapter; and

10. Other powers. To exercise all powers not inconsistent with this subchapter which may be necessary, convenient or expedient for the accomplishment of its purposes, and to that end, the powers enumerated in this section shall not be deemed exclusive.
13 M.R.S. § 3061 — ME Code / Title 13 / Part 2 / Chapter 93 / Section 3061
13 §3061. Sale of property wasting for lack of custody
Status: in_force

Where any property in the State, dedicated and ordained for pious uses, has no proper or legal custodian, so that it is becoming wasted and the utility thereof is lost, upon the application of any person or patriotic or religious society interested in having such property preserved and applied to the uses for which it was originally intended, or for some public or patriotic purpose, the Attorney General shall file a complaint seeking equitable relief, in the nature of an information, against such property and all persons interested therein, praying for the appointment of trustees to care for such property and for the proper application and disposal thereof, and the court may order such notice as seems proper, and may appoint receivers or trustees therefor, and upon final decree, may order the care, custody, sale, application or disposal of such property as will best serve the purposes for which it was originally intended, or some public or patriotic purpose. The court may convey or transfer such property to any religious or patriotic body, to be held and applied for the purposes of such trust as the court may declare, and it shall have power to treat, care for and dispose of the same in furtherance of such pious, public or patriotic uses as may seem best suited to the case and situation.
13 M.R.S. § 1974 — ME Code / Title 13 / Part 2 / Chapter 85 / Section 1974
13 §1974. Registration of securities
Status: in_force

Employee cooperatives are subject to Title 32, chapter 13 . The fee charged for registration or renewal shall be $10. [PL 1983, c. 136 (NEW).]
13 M.R.S. § 2240 — ME Code / Title 13 / Part 2 / Chapter 87 / Section 2240
13 §2240. Interest in other corporations; warehousing corporations; warehouse receipts
Status: in_force

An association may organize, form, operate, own, control, have an interest in, own stock of, or be a member of any other corporation or corporations, with or without capital stock and engaged in preserving, drying, processing, canning, packing, storing, handling, shipping, utilizing, manufacturing, marketing or selling of the fishery products handled by the association, or the byproducts thereof.

If such corporations are warehousing corporations, they may issue legal warehouse receipts to the association against the commodities delivered by it, or to any other person and such legal warehouse receipts shall be considered as adequate collateral to the extent of the usual and current value of the commodity represented thereby. In case such warehouse is licensed or licensed and bonded under the laws of this State or the United States, its warehouse receipt delivered to the association on commodities of the association or its members, or delivered by the association or its members, shall not be challenged or discriminated against because of ownership or control, wholly or in part, by the association.
13-C M.R.S. § 822 — ME Code / Title 13-C / Chapter 8 / Section 822
13-C §822. Action without meeting
Status: in_force

1. Action without meeting. Except to the extent that the corporation's articles of incorporation or bylaws require that action by the corporation's board of directors be taken at a meeting, action required or permitted by this Act to be taken by a corporation's board of directors may be taken without a meeting if each director signs a consent describing the action to be taken and delivers it to the corporation. [PL 2001, c. 640, Pt. A, §2 (NEW); PL 2001, c. 640, Pt. B, §7 (AFF).]

2. Delivery of consents; revocation. Action taken under this section is the act of the corporation's board of directors when one or more consents signed by all the directors are delivered to the corporation. The consent may specify the time at which the action taken under the consent is to be effective. A director's consent may be withdrawn by a revocation signed by the director and delivered to the corporation prior to delivery to the corporation of unrevoked written consents signed by all of the directors. [PL 2001, c. 640, Pt. A, §2 (NEW); PL 2001, c. 640, Pt. B, §7 (AFF).]

3. Effect of signed consent. A consent signed under this section has the effect of action taken at a meeting of the corporation's board of directors and may be described as such in any document. [PL 2001, c. 640, Pt. A, §2 (NEW); PL 2001, c. 640, Pt. B, §7 (AFF).]
13-C M.R.S. § 1341 — ME Code / Title 13-C / Chapter 13 / Section 1341
13-C §1341. Other remedies limited
Status: in_force

1. Limitation on proposed or completed corporate actions. The legality of a proposed or completed corporate action described in section 1302 may not be contested nor may the corporate action be enjoined, set aside or rescinded in a legal or equitable proceeding by a shareholder after the shareholders have approved the corporate action. [PL 2011, c. 274, §71 (NEW).]

2. Exceptions. Subsection 1 does not apply to a corporate action that: A. Was not authorized and approved in accordance with the applicable provisions of: (1) Chapter 9 , 10 , 11 or 12 ; (2) The articles of incorporation or bylaws; or (3) The resolution of the board of directors authorizing the corporate action; [PL 2011, c. 274, §71 (NEW).] B. Was procured as a result of fraud, a material misrepresentation or an omission of a material fact necessary to make statements made, in light of the circumstances in which they were made, not misleading; [PL 2011, c. 274, §71 (NEW).] C. Is an interested transaction, unless it has been recommended by the board of directors in the same manner as is provided in section 873 and has been approved by the shareholders in the same manner as is provided in section 874 as if the interested transaction were a director's conflicting-interest transaction; or [PL 2011, c. 274, §71 (NEW).] D. Is approved by less than unanimous consent of the voting shareholders pursuant to section 704 if: (1) The challenge to the corporate action is brought by a shareholder who did not consent and as to whom notice of the approval of the corporate action was not effective at least 10 days before the corporate action was effected; and (2) The proceeding challenging the corporate action is commenced within 10 days after notice of the approval of the corporate action is effective as to the shareholder bringing the proceeding. [PL 2011, c. 274, §71 (NEW).] [PL 2011, c. 274, §71 (NEW).]
13 M.R.S. § 1141 — ME Code / Title 13 / Part 2 / Chapter 83 / Section 1141
13 §1141. Grounds inalienable; description recorded
Status: in_force

When any persons appropriate for a burying ground a piece of land containing not more than 1/2 of an acre, it shall be exempt from attachment and execution, and inalienable and indivisible by the owners without the consent of all; and be kept fenced or otherwise substantially marked and occupied as a burying ground. They shall cause a written description of it, under their hands, attested by 2 disinterested witnesses, to be recorded in the registry of deeds in the county or district where it lies or by the clerk of the town where it is situated.
13-B M.R.S. § 708 — ME Code / Title 13-B / Chapter 7 / Section 708
13-B §708. Informal or irregular action by directors
Status: in_force

1. Action taken without a meeting. Action taken without a meeting by agreement of a majority of directors, or by agreement of such larger percentage as the articles of incorporation or the bylaws may require, shall be deemed action of the board of directors: A. If the corporation has no members and all directors know of the action taken and no director makes prompt objection to such action; [PL 1977, c. 525, §13 (NEW).] B. If all members know of the action taken and no member makes prompt objection to such action; or [PL 1977, c. 525, §13 (NEW).] C. If the directors take informal action pursuant to a custom of that corporation known generally to its members and all directors know of the action taken, and no director makes prompt objection thereto. [PL 1977, c. 525, §13 (NEW).] [PL 1977, c. 525, §13 (NEW).]

2. Meeting ratified by a director. If a meeting otherwise valid of the board of directors or of any committee is held without call or notice where such is required, any action taken at such meeting shall be deemed ratified by a director or committee member who did not attend, unless, after learning of the action taken and of the impropriety of the meeting, he makes prompt objection thereto. [PL 1977, c. 525, §13 (NEW).]

3. Objections in writing to secretary of corporation. Objection by a member, director or committee member shall be effective only if written objection to the holding of the meeting or to any specific action so taken is filed with the clerk or the secretary of the corporation. [PL 1977, c. 525, §13 (NEW).]
13-B M.R.S. § 1401 — ME Code / Title 13-B / Chapter 14 / Section 1401
13-B §1401. Fees for filing documents and services
Status: reserved

In addition to any fees required by section 1402 , the Secretary of State shall charge the following fees for filing documents required or permitted to be filed in his office by this Act, and for services specified herein: [PL 1977, c. 525, §13 (NEW).]

1. Proof of resolution. [PL 2003, c. 344, Pt. B, §21 (RP).]

1-A. Application for indistinguishable name. Application for the use of an indistinguishable name as provided by section 301‑A, subsection 4 , $5; [PL 2003, c. 344, Pt. B, §22 (NEW).]

2. Application to reserve name. Application to reserve corporate name, as provided by section 302‑A , $5; [PL 2003, c. 344, Pt. B, §23 (AMD).]

3. Notice of transfer of reserved corporate name. Notice of transfer of a reserved corporate name, as provided by section 302‑A , $5; [PL 2003, c. 344, Pt. B, §23 (AMD).]

4. Application to register corporate name. Application to register corporate name, as provided by section 303‑A , $5 per month for the number of months or fraction of a month remaining in the calendar year when the application is first filed; [PL 2003, c. 344, Pt. B, §23 (AMD).]

5. Application to renew registered name. Application to renew the registration of a registered name, as provided by section 303‑A , $50; [PL 2003, c. 344, Pt. B, §23 (AMD).]

5-A. Termination of registered name. [PL 2003, c. 344, Pt. B, §24 (RP).]

6. Statement of change in registered agent or registered agent and registered office. [PL 2007, c. 323, Pt. B, §28 (RP); PL 2007, c. 323, Pt. G, §4 (AFF).]

7. Notice of resignation of registered agent. [PL 2007, c. 323, Pt. B, §29 (RP); PL 2007, c. 323, Pt. G, §4 (AFF).]

8. Statement of change in registered office. [PL 2007, c. 323, Pt. B, §30 (RP); PL 2007, c. 323, Pt. G, §4 (AFF).]

9. Process on Secretary of State as agent. Accompanying service of process upon the Secretary of State as agent of nonresident director of a domestic corporation, as provided by section 307 , $5 for each such process; [PL 2007, c. 323, Pt. B, §31 (AMD); PL 2007, c. 323, Pt. G, §4 (AFF).]

10. Notice of resignation of nonresident director. Notice of resignation of a nonresident director, as provided by section 307, subsection 4 , $2; [PL 1977, c. 525, §13 (NEW).]

10-A. Assumed or fictitious name statement. Assumed or fictitious name statement, as provided by section 308‑A , $25; [PL 2003, c. 673, Pt. WWW, §4 (AMD); PL 2003, c. 673, Pt. WWW, §37 (AFF).]

10-B. Termination of assumed or fictitious name. Termination of assumed or fictitious name, as provided by section 308‑A, subsection 8 , $5; [PL 2003, c. 344, Pt. B, §26 (AMD).]

11. Articles of incorporation. Articles of incorporation, as provided by section 403 , $40; [PL 2003, c. 673, Pt. WWW, §5 (AMD); PL 2003, c. 673, Pt. WWW, §37 (AFF).]

12. Articles of amendment. Articles of amendment, as provided by sections 802 and 803 , $10; if the amendment changes the corporation's purposes, a further additional amount of $10; [PL 2003, c. 673, Pt. WWW, §6 (AMD); PL 2003, c. 673, Pt. WWW, §37 (AFF).]

12-A. Certificate of correction. Certificate of correction, as provided by section 106, subsection 4 , $10; [PL 2003, c. 673, Pt. WWW, §7 (AMD); PL 2003, c. 673, Pt. WWW, §37 (AFF).]

13. Restated articles of incorporation. Restated articles of incorporation, as provided by section 805 , $10; and if they change the purposes of the corporation, a further additional amount of $10; [PL 2007, c. 231, §11 (AMD).]

14. Articles of merger or consolidation. Articles of merger or consolidation, as provided by section 904 , $25; and if the merger or consolidation changes the survivor's purposes, a further additional amount of $10; [PL 2007, c. 231, §12 (AMD).]

15. Articles of merger or consolidation of corporations. Articles of merger or consolidation of domestic and foreign corporations, as provided by section 906 , $25, if the new or surviving corporation is a foreign corporation, plus the appropriate fee for authority to carry on activities in this State, if not previously so authorized; if the new or surviving corporation is a domestic corporation, the same sum as would be required for the merger or consolidation of domestic corporations; [PL 2007, c. 231, §13 (AMD).]

16. Document required. Document required by section 906, subsection 4 , in the event that the surviving or new corporation is a foreign corporation, no fee in addition to that specified in the preceding subsection; [PL 1977, c. 525, §13 (NEW).]

17. Articles of dissolution. Articles of dissolution, as provided by section 1104 , $10; [PL 2003, c. 673, Pt. WWW, §8 (AMD); PL 2003, c. 673, Pt. WWW, §37 (AFF).]

18. Statement of intent. Statement of intent to dissolve as provided by section 1101 , $10; [PL 2003, c. 673, Pt. WWW, §9 (AMD); PL 2003, c. 673, Pt. WWW, §37 (AFF).]

19. Statement of revocation. Statement of revocation of voluntary dissolution proceedings, as provided by section 1102 , $5; [PL 1977, c. 525, §13 (NEW).]

20. Application for authority. Application of a foreign corporation for authority to carry on activities in this State, as provided by section 1202 , $45; [RR 2003, c. 2, §23 (COR).]

21. Articles of merger. Articles of merger of a foreign corporation, as provided by section 1206 , $25; [PL 2007, c. 231, §14 (AMD).]

22. Amendment to foreign corporation's application. An amendment to a foreign corporation's application for authority to carry on activities in this State, as provided by section 1207 , $15; [PL 2007, c. 231, §15 (AMD).]

23. Application for surrender of authority. An application of a foreign corporation for surrender of its authority, as provided by section 1208 , $15; [PL 2007, c. 231, §16 (AMD).]

24. Statement of termination of existence. Statement of a foreign corporation's termination of existence, as provided by section 1209 , $5; [PL 1977, c. 525, §13 (NEW).]

24-A. Application for excuse. An application for excuse, as provided by section 1301, subsection 5 , $5; [PL 1993, c. 316, §45 (NEW).]

25. Certificate of resumption of activity. A certificate of resumption of activity, as provided by section 1301, subsection 6 , $25; [PL 1979, c. 127, §109 (AMD).]

26. Issuing certificate. For issuing a certificate of existence, certificate of authority or certificate of fact as provided by section 111 or 1306 , $10 per certificate; [PL 2003, c. 631, §8 (RPR).]

27. Statement of change in registered agent or registered agent and registered office. [PL 2007, c. 323, Pt. B, §32 (RP); PL 2007, c. 323, Pt. G, §4 (AFF).]

28. Other documents. Any other documents not herein specifically provided for, $5; [PL 1989, c. 501, Pt. L, §44 (AMD).]

29. Statement of change in registered office. [PL 2007, c. 323, Pt. B, §33 (RP); PL 2007, c. 323, Pt. G, §4 (AFF).]

30. Report of name search. [PL 2003, c. 344, Pt. B, §27 (RP).]

31. Annual report. Annual report of a domestic or foreign corporation as provided by section 1301 , $35; [PL 2003, c. 673, Pt. XXX, §1 (AMD); PL 2003, c. 673, Pt. XXX, §10 (AFF).]

31-A. Amended annual report. An amended annual report of a domestic or foreign corporation as provided by section 1301‑C , $35; [PL 2005, c. 529, §3 (AMD).]

32. Document preclearance. Preclearance of any document for filing, $100; [PL 2003, c. 631, §10 (AMD).]

33. Information request. [PL 2003, c. 631, §11 (RP).]

34. Late filing; penalty. For failing to deliver an annual report by its due date, in addition to the annual report filing fee, $25; [PL 2007, c. 231, §17 (AMD).]

35. Reinstatement fee after administrative dissolution of domestic or foreign corporation. For failure to file an annual report, a fee of $25 per report, to a maximum fee of $150, regardless of the number of delinquent reports or the period of delinquency; for failure to pay the annual report late filing penalty, $25; for failure to appoint or maintain a registered agent, $25; for failure to notify the Secretary of State that its registered agent or the address of the registered agent has been changed or that its registered agent has resigned, $25; and for filing false information, $25; and [PL 2015, c. 254, §2 (AMD).]

36. Certificate of revival after dissolution. Certificate of revival after dissolution for a domestic nonprofit corporation, as provided in section 1117 , $25. [PL 2007, c. 231, §19 (NEW).]
13-B M.R.S. § 1203 — ME Code / Title 13-B / Chapter 12 / Section 1203
13-B §1203. Effect of authorization to carry on affairs in State
Status: in_force

1. Filing of application authorization to carry on activities. Upon filing by the Secretary of State of the application for authority, the foreign corporation shall be authorized to carry on activities in this State, and may carry on any activities: A. Which it is authorized to carry on in the jurisdiction of its incorporation; and [PL 1977, c. 525, §13 (NEW).] B. Which may be carried on by a domestic corporation organized under this Act, unless in its application for authority, the corporation expressly limited itself to a lesser number or type of activities, in which case the corporation may carry on the affairs to which it so limited its application if such affairs qualify under this paragraph and paragraph A . [PL 1977, c. 525, §13 (NEW).] [PL 1977, c. 525, §13 (NEW).]

2. Continuation of authority. Such authority shall continue so long as the corporation retains its authority to carry on such affairs in its jurisdiction of incorporation, and so long as its authority to carry on affairs in this State has not been revoked or otherwise terminated as provided in this chapter. [PL 1977, c. 525, §13 (NEW).]
13 M.R.S. § 721 — ME Code / Title 13 / Part 1 / Chapter 22-A / Section 721
13 §721. Short title
Status: in_force

This chapter may be known and cited as the "Maine Professional Service Corporation Act." [PL 2001, c. 640, Pt. B, §2 (NEW); PL 2001, c. 640, Pt. B, §7 (AFF).]
13-B M.R.S. § 104 — ME Code / Title 13-B / Chapter 1 / Section 104
13-B §104. Execution of documents
Status: in_force

Whenever any provision of this Act specifically requires any document to be executed by the corporation in accordance with this section, unless otherwise specifically stated in this Act and subject to any additional provisions of this Act, such requirements shall mean that: [PL 1977, c. 525, §13 (NEW).]

1. Signature required. The document must be signed: A. In the case of articles of incorporation, by the incorporator or incorporators; [PL 2007, c. 323, Pt. B, §1 (AMD); PL 2007, c. 323, Pt. G, §4 (AFF).] B. In the case of other documents: (1) By the clerk or secretary; (2) By the chair of the board of directors of a foreign corporation or a domestic corporation, by its president or by another of its officers; or (4) If there are no directors, then by a specific member or members as may be designated by the members at a lawful meeting; [PL 2005, c. 302, §2 (AMD).] C. In the case of annual reports, as provided in section 1301, subsection 3 ; or [PL 1997, c. 376, §17 (AMD).] D. In the case of an application for authority to carry on activities, by any duly authorized individual. All other documents filed on behalf of foreign corporations may be signed by any duly authorized individual; [PL 2007, c. 323, Pt. B, §2 (AMD); PL 2007, c. 323, Pt. G, §4 (AFF).] [PL 2007, c. 323, Pt. B, §§1, 2 (AMD); PL 2007, c. 323, Pt. G, §4 (AFF).]

2. Name typed or printed. Any person signing a document shall, either opposite or beneath his signature, clearly and legibly print or type his name and the capacity in which he signs. [PL 1977, c. 525, §13 (NEW).]

3. Title set forth. The document shall set forth the title of the document at the head of the document. [PL 1977, c. 525, §13 (NEW).]

4. Current complete address. The document shall set forth the current address of the registered office of the corporation, including the street or rural route address, post office box, if any, town or city, county and state. [PL 1977, c. 525, §13 (NEW).]

5. Failure to comply. If the document is accepted for filing and filed, a failure to comply with the requirements of subsections 2 , 3 or 4 shall have no effect on the validity of the document, and the document shall have the same legal effect as though those subsections had been complied with fully. [PL 1977, c. 525, §13 (NEW).]
13 M.R.S. § 2236 — ME Code / Title 13 / Part 2 / Chapter 87 / Section 2236
13 §2236. Property ownership
Status: in_force

An association may buy, hold and exercise all privileges or ownership over such real or personal property as may be necessary or convenient for the conduct and operation of any of the business of the association, or incidental thereto.
13-B M.R.S. § 710 — ME Code / Title 13-B / Chapter 7 / Section 710
13-B §710. Officers
Status: in_force

1. Officers elected or appointed. The officers of a corporation shall consist of a president, a secretary or clerk, a treasurer and such other officers and assistant officers as may be deemed necessary, each of whom shall be elected or appointed at such time and in such manner and for such term as may be prescribed in the articles of incorporation, in the bylaws or in a resolution of the board of directors. In the absence of such provision, all officers shall be elected or appointed annually by a board of directors. Any 2 or more offices may be held by the same person unless otherwise provided in the articles of incorporation or bylaws. [PL 1977, c. 525, §13 (NEW).]

2. Authority to make contracts. Unless they have reason to believe otherwise, persons dealing with a corporation are entitled to assume that its president has authority to make, on its behalf, all contracts which are within the ordinary course of those activities in which the corporation is already engaged. [PL 1977, c. 525, §13 (NEW).]
13 M.R.S. § 1383 — ME Code / Title 13 / Part 2 / Chapter 83 / Section 1383
13 §1383. Form of notice
Status: in_force

1. Contents. The notice of use shall state that the cemetery lot, or portion of the lot, containing the unoccupied interment spaces has not been used for interment purposes for 75 consecutive years and that the record owner has failed to provide for the care and maintenance of the lot for 75 consecutive years. [PL 1987, c. 579 (NEW).]

2. Time limit. The notice of use shall also state that use of the unoccupied spaces may begin one year from the time of serving the notice, unless the record owner or the record owner's heirs: A. Deliver to the person, association, corporation or municipality having ownership or management of the cemetery written notice claiming ownership of or right to sepulture in the unoccupied interment spaces; and [PL 1987, c. 579 (NEW).] B. Pay for the permanent care and maintenance of the cemetery lot, or portion of the lot, containing the unoccupied interment spaces. [PL 1987, c. 579 (NEW).] [PL 1987, c. 579 (NEW).]
13 M.R.S. § 1641 — ME Code / Title 13 / Part 2 / Chapter 85 / Section 1641
13 §1641. Eligibility and admission to membership
Status: in_force

Any natural person, association, incorporated or unincorporated group organized on a cooperative basis or any nonprofit group shall be eligible for membership in an association, if it has met the qualifications for eligibility, if any, stated in the articles or bylaws and shall be deemed a member upon payment in full for the par value of the minimum amount of share or membership capital stated in the articles as necessary to qualify for membership.
13 M.R.S. § 934 — ME Code / Title 13 / Part 2 / Chapter 81 / Section 934
13 §934. Amendments
Status: in_force

In addition to any other method provided by law, a corporation organized under this chapter, including specially chartered churches, but not other specially chartered corporations, may change the number of its officers, directors, trustees or members of its managing board, however designated, and change its purposes by altering, abridging or enlarging the same, and make any other changes in its certificate of organization as originally filed or subsequently amended that may be desired, if such changes would be proper to insert in an original certificate of organization. The change must be made by vote of a majority of those members with voting rights present at, or if the corporation does not have members with voting rights, then by a majority vote of its whole board of directors or trustees or managing board, however designated, taken at any legal meeting. The notice of the meeting must give notice of the proposed action. If the corporation amends any provision of any certificate filed with the Secretary of State, the corporation must promptly deliver for filing with the Secretary of State a certificate of amendment signed and dated by the clerk or secretary of the corporation. [PL 2003, c. 523, §4 (AMD).]
13 M.R.S. § 901 — ME Code / Title 13 / Part 2 / Chapter 81 / Section 901
13 §901. Organization
Status: in_force

When 3 or more persons desire to be incorporated for any literary, scientific, musical, charitable, educational, social, agricultural, environmental, moral, religious, civic or other lawful and similarly benevolent or nonprofit purpose or for the purpose of fostering, encouraging and assisting the physical location, settlement or resettlement of industrial, manufacturing, fishing, agricultural and other business enterprises and recreational projects in any locality within the State, as a corporation without capital stock, they may do so by preparing and filing a certificate as set forth in section 903 . The formation of a corporation by one or more municipalities, including a local development corporation, a council of government and a regional planning commission, must be incorporated by a majority of the municipal officers of each of its charter member municipalities. This section does not apply to corporations that are required to be organized under Title 13-B or that elect to be organized under Title 13-B . [PL 1993, c. 316, §8 (AMD).]
13-C M.R.S. § 1432 — ME Code / Title 13-C / Chapter 14 / Section 1432
13-C §1432. Receivership
Status: in_force

1. Appoint receivers. A court in a judicial proceeding brought to dissolve a corporation may appoint one or more receivers to manage and to wind up and liquidate the business and affairs of the corporation. The court shall hold a hearing, after notifying all parties to the proceeding and any interested persons designated by the court, before appointing a receiver. The court appointing a receiver has jurisdiction over the corporation and all of its property wherever located. [PL 2007, c. 289, §44 (AMD).]

2. Post bond. A court under subsection 1 may appoint an individual or a domestic or foreign corporation authorized to transact business in this State as a receiver. The court may require the receiver to post bond, with or without sureties, in an amount the court directs. [PL 2001, c. 640, Pt. A, §2 (NEW); PL 2001, c. 640, Pt. B, §7 (AFF).]

3. Powers; duties. A court shall describe the powers and duties of the receiver in the court's appointing order under subsection 1 , which may be amended from time to time. The receiver may, in addition to other specified powers: A. Dispose of all or any part of the assets of the corporation wherever located, at a public or private sale, if authorized by the court; [PL 2001, c. 640, Pt. A, §2 (NEW); PL 2001, c. 640, Pt. B, §7 (AFF).] B. Sue and defend in the receiver's own name as receiver of the corporation in all courts of this State; and [PL 2001, c. 640, Pt. A, §2 (NEW); PL 2001, c. 640, Pt. B, §7 (AFF).] C. Exercise all of the powers of the corporation, through or in place of its board of directors, to the extent necessary to manage the affairs of the corporation in the best interests of its shareholders and creditors. [PL 2001, c. 640, Pt. A, §2 (NEW); PL 2001, c. 640, Pt. B, §7 (AFF).] [PL 2001, c. 640, Pt. A, §2 (NEW); PL 2001, c. 640, Pt. B, §7 (AFF).]

4. Compensation; expenses. A court from time to time during a receivership under this section may order compensation paid and expenses paid or reimbursed to the receiver and the receiver's counsel from the assets of the corporation or proceeds from the sale of the assets. [PL 2007, c. 289, §45 (AMD).]
13 M.R.S. § 3171 — ME Code / Title 13 / Part 2 / Chapter 93 / Section 3171
13 §3171. Trustees of parish lands
Status: in_force

When ministerial lands are vested in a parish, the assessors, clerk and treasurer, where no other trustees are appointed for that purpose, shall be a corporation and trustees of such ministerial fund with like powers and under like liabilities as the municipal officers, town clerk and treasurer; pay the annual income of such lands and of the proceeds of their sale according to the terms of the grants and reservations by which they were so vested; and at each annual meeting for choice of parish officers, exhibit an account of their proceedings and a statement of funds, receipts and expenditures.
13-C M.R.S. § 706 — ME Code / Title 13-C / Chapter 7 / Section 706
13-C §706. Waiver of notice
Status: in_force

1. Shareholder may waive notice. A shareholder may waive any notice required by this Act or a corporation's articles of incorporation or bylaws before or after the date and time stated in the notice. The waiver must be in writing, be signed by the shareholder entitled to the notice and be delivered to the corporation for inclusion in the minutes or filing with the corporate records. [PL 2001, c. 640, Pt. A, §2 (NEW); PL 2001, c. 640, Pt. B, §7 (AFF).]

2. Attendance of meeting. A shareholder's attendance at a meeting: A. Waives objection to lack of notice or defective notice of the meeting, unless the shareholder at the beginning of the meeting objects to holding the meeting or transacting business at the meeting; and [PL 2001, c. 640, Pt. A, §2 (NEW); PL 2001, c. 640, Pt. B, §7 (AFF).] B. Waives objection to consideration of a particular matter at the meeting that is not within the purpose or purposes described in the meeting notice, unless the shareholder objects to considering the matter when it is presented. [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. § 921 — ME Code / Title 13-C / Chapter 9 / Section 921
13-C §921. Domestication
Status: in_force

1. Foreign business corporation may become domestic business corporation. A foreign business corporation may become a domestic business corporation only if the domestication is permitted by the organic law of the foreign corporation. The laws of this State govern the effect of domesticating in this State pursuant to this subchapter. [PL 2001, c. 640, Pt. A, §2 (NEW); PL 2001, c. 640, Pt. B, §7 (AFF).]

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

3. Plan of domestication. A domestic business corporation's plan of domestication in accordance with subsection 2 must include: A. The name of the jurisdiction in which the corporation is to be domesticated; [PL 2001, c. 640, Pt. A, §2 (NEW); PL 2001, c. 640, Pt. B, §7 (AFF).] B. The terms and conditions of the domestication; [PL 2001, c. 640, Pt. A, §2 (NEW); PL 2001, c. 640, Pt. B, §7 (AFF).] C. The manner and basis of reclassifying the shares of the corporation following its domestication into shares or other securities, obligations, rights to acquire shares or other securities, cash, other property or any combination thereof; and [PL 2001, c. 640, Pt. A, §2 (NEW); PL 2001, c. 640, Pt. B, §7 (AFF).] D. Any desired amendments to the articles of incorporation of the corporation following its domestication. [PL 2001, c. 640, Pt. A, §2 (NEW); PL 2001, c. 640, Pt. B, §7 (AFF).] [PL 2001, c. 640, Pt. A, §2 (NEW); PL 2001, c. 640, Pt. B, §7 (AFF).]

4. Amend plan. A domestic business corporation's plan of domestication submitted in accordance with subsection 2 may also include a provision that the plan may be amended prior to the filing of the document required by the laws of this State or the other jurisdiction to consummate the domestication, except that after approval of the plan by the shareholders the plan may not be amended to change: A. The amount or kind of shares or other securities, obligations, rights to acquire shares or other securities, cash or other property to be received by the shareholders under the plan; [PL 2001, c. 640, Pt. A, §2 (NEW); PL 2001, c. 640, Pt. B, §7 (AFF).] B. The articles of incorporation of the corporation as they will be in effect immediately following the domestication, except for changes permitted by section 1005 or by comparable provisions of the laws of the other jurisdiction; or [PL 2001, c. 640, Pt. A, §2 (NEW); PL 2001, c. 640, Pt. B, §7 (AFF).] C. Any of the other terms or conditions of the plan if the change would adversely affect any of the shareholders in any material respect. [PL 2001, c. 640, Pt. A, §2 (NEW); PL 2001, c. 640, Pt. B, §7 (AFF).] [PL 2001, c. 640, Pt. A, §2 (NEW); PL 2001, c. 640, Pt. B, §7 (AFF).]

5. Transitional rule. If any debt security, note or similar evidence of indebtedness for money borrowed, whether secured or unsecured, or a contract of any kind issued, incurred or signed by a domestic business corporation before July 1, 2003 contains a provision applying to a merger of the corporation and the document does not refer to a domestication of the corporation, the provision is deemed to apply to a domestication of the corporation until the provision is amended. [PL 2011, c. 274, §37 (AMD).]

6. Extrinsic facts. Terms of a plan of domestication may be made dependent upon facts objectively ascertainable outside the plan in accordance with section 121, subsection 10 . [PL 2003, c. 344, Pt. B, §75 (NEW).]
13 M.R.S. § 3103 — ME Code / Title 13 / Part 2 / Chapter 93 / Section 3103
13 §3103. Incorporation
Status: in_force

Any persons, for the purpose of erecting a meetinghouse, or the majority in interest of the owners of a meetinghouse, not a parish, may incorporate themselves as parishes may, and choose all officers and do all other acts that a parish may lawfully do.
13-B M.R.S. § 1106 — ME Code / Title 13-B / Chapter 11 / Section 1106
13-B §1106. Procedure in liquidation of corporation by court
Status: in_force

1. Court's power. In proceedings to liquidate the assets and activities of a corporation, the court shall have the power to issue injunctions, to appoint a receiver or receivers pendente lite, with such powers and duties as the court, from time to time, may direct, and to take such other proceedings as may be requisite to preserve the corporate assets wherever situated, and carry on the activities of the corporation until a full hearing can be had. [PL 1977, c. 525, §13 (NEW).]

2. Court to appoint liquidating receiver. After a hearing and upon such notice as the court may direct to be given to all parties to the proceedings and to any other parties in interest designated by the court, the court may appoint a liquidating receiver or receivers with authority to collect the assets of the corporation. Such liquidating receiver or receivers shall have authority, subject to the order of the court, to sell, convey and dispose of all or any part of the assets of the corporation wherever situated, either at public or private sale. The order appointing such liquidating receiver or receivers shall state their powers and duties. Such powers and duties may be increased or diminished at any time during the proceedings. [PL 1977, c. 525, §13 (NEW).]

3. Assets of corporation. The assets of the corporation or the proceeds resulting from a sale, conveyance or other disposition thereof shall be applied and distributed as the court may order, after taking into account the following standards. A. All cost and expenses of the court proceedings and all liabilities and obligations of the corporation shall, to the extent that unencumbered assets are available therefor, be paid first toward the payment of costs and expenses of court proceeding, and then toward other liabilities and obligations of the corporation. [PL 1979, c. 127, §102 (AMD).] B. Assets held by the corporation upon condition requiring return, transfer or conveyance, which condition occurs by reason of the dissolution or liquidation, shall be returned, transferred or conveyed in accordance with such requirements. [PL 1977, c. 525, §13 (NEW).] C. Assets received and held by the corporation subject to limitations permitting their use only for charitable, religious, eleemosynary, benevolent, educational or similar purposes, but not held upon a condition requiring return, transfer or conveyance by reason of the dissolution or liquidation, shall be transferred or conveyed to one or more domestic or foreign corporations, societies or organizations engaged in activities substantially similar to those of the dissolving or liquidating corporation as the court may direct. [PL 1977, c. 525, §13 (NEW).] D. Other assets, if any, shall be distributed in accordance with the provisions of the articles of incorporation or the bylaws to the extent that the articles of incorporation or bylaws determine the distributive right of members, or any class or classes of members, or provide for distribution to others. [PL 1977, c. 525, §13 (NEW).] E. Any remaining assets may be distributed to such persons, societies, organizations or domestic or foreign corporations, whether for profit or not for profit, specified in the plan of distribution adopted as provided in this Act, or where no plan of distribution has been adopted, as the court may direct. [PL 1977, c. 525, §13 (NEW).] [PL 1979, c. 127, §102 (AMD).]

4. Court to direct payments. The court shall have power to allow, from time to time, as expenses of the liquidation, compensation to the receiver or receivers and to attorneys in the proceeding, and to direct the payment thereof out of the assets of the corporation or the proceeds of any sale or disposition of such assets. [PL 1977, c. 525, §13 (NEW).]

5. Receiver to have power to sue and defend. A receiver of a corporation appointed under the provisions of this section shall have authority to sue and defend in all courts in his own name as receiver of such corporation. The court appointing such receiver shall have exclusive jurisdiction of the corporation and its property, wherever situated. [PL 1977, c. 525, §13 (NEW).]

6. Receiver to be a citizen of the United States. A receiver shall in all cases be a citizen of the United States and shall in all cases give such bond as the court may direct with such sureties as the court may require. [PL 1977, c. 525, §13 (NEW).]
13 M.R.S. § 1773 — ME Code / Title 13 / Part 2 / Chapter 85 / Section 1773
13 §1773. Uniformity of interpretation
Status: in_force

This subchapter shall be so interpreted and construed as to effectuate its general purpose to make uniform the law of those states which enact it.
13-B M.R.S. § 1212-B — ME Code / Title 13-B / Chapter 12 / Section 1212-B
13-B §1212-B. Registered agent of foreign nonprofit corporation
Status: in_force

Each foreign nonprofit corporation must have and shall continuously maintain a registered agent in this State as defined in Title 5, chapter 6-A . [PL 2007, c. 535, Pt. B, §3 (NEW).]
13-C M.R.S. § 1823 — ME Code / Title 13-C / Chapter 18 / Section 1823
13-C §1823. Standard of conduct for officers
Status: in_force

1. General rule. An officer of a benefit corporation shall consider the interests and factors described in section 1821, subsection 1 in the manner provided in section 1821, subsection 1 if: A. The officer has discretion to act with respect to a matter; and [PL 2019, c. 328, §1 (NEW).] B. It reasonably appears to the officer that the matter may have a material effect on the creation by the benefit corporation of general public benefit or a specific public benefit identified in the articles of incorporation of the benefit corporation. [PL 2019, c. 328, §1 (NEW).] [PL 2019, c. 328, §1 (NEW).]

2. Coordination with other provisions of law. The consideration of interests and factors in the manner provided in subsection 1 does not constitute a violation of section 843 . [PL 2019, c. 328, §1 (NEW).]

3. Exoneration from personal liability. Except as provided in the articles of incorporation, an officer is not personally liable for monetary damages for: A. An action or inaction as an officer in the course of performing the duties of an officer under subsection 1 if the officer performed the duties of the position in compliance with section 843 and this section; or [PL 2019, c. 328, §1 (NEW).] B. Failure of the benefit corporation to pursue or create general public benefit or a specific public benefit. [PL 2019, c. 328, §1 (NEW).] [PL 2019, c. 328, §1 (NEW).]

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

5. Business judgments. An officer who makes a business judgment in good faith fulfills the duty under this section if the officer: A. Is not interested in the subject of the business judgment; [PL 2019, c. 328, §1 (NEW).] B. Is informed with respect to the subject of the business judgment to the extent the officer reasonably believes to be appropriate under the circumstances; and [PL 2019, c. 328, §1 (NEW).] C. Rationally believes that the business judgment is in the best interests of the benefit corporation. [PL 2019, c. 328, §1 (NEW).] [PL 2019, c. 328, §1 (NEW).]
13 M.R.S. § 173 — ME Code / Title 13 / Part 1 / Chapter 5 / Section 173
13 §173. Penalties
Status: in_force

Any firm, incorporated or unincorporated company, or association of persons or stockholders, who shall enter into or become interested in such trust, combination or association, shall be punished by a fine of not less than $5,000 nor more than $10,000.
13-C M.R.S. § 1302 — ME Code / Title 13-C / Chapter 13 / Section 1302
13-C §1302. Appraisal rights
Status: reserved

A shareholder is entitled to appraisal rights and to obtain payment of the fair value of that shareholder's shares in the event of any of the following corporate actions: [PL 2001, c. 640, Pt. A, §2 (NEW); PL 2001, c. 640, Pt. B, §7 (AFF).]

1. Merger to which corporation is party. Consummation of a merger to which a corporation is a party if: A. Shareholder approval is required for the merger by section 1104 , except that appraisal rights are not available to any shareholder of the corporation with respect to shares of any class or series that remain outstanding after consummation of the merger; or [PL 2011, c. 274, §60 (AMD).] B. The corporation is a subsidiary and the merger is governed by section 1105 ; [PL 2001, c. 640, Pt. A, §2 (NEW); PL 2001, c. 640, Pt. B, §7 (AFF).] [PL 2011, c. 274, §60 (AMD).]

2. Share exchange to which corporation is party. Consummation of a share exchange to which the corporation is a party as the corporation whose shares will be acquired, except that appraisal rights are not available to any shareholder of the corporation with respect to any class or series of shares of the corporation that are not exchanged; [PL 2011, c. 274, §61 (AMD).]

3. Disposition of assets. Consummation of a disposition of assets pursuant to section 1202 , except that appraisal rights are not available to a shareholder of the corporation with respect to shares of a class or series if: A. Under the terms of the corporate action approved by the shareholders, there is to be distributed to shareholders in cash the corporation's net assets, in excess of a reasonable amount reserved to meet claims of the type described in sections 1407 and 1408 : (1) Within one year after the shareholders' approval of the action; and (2) In accordance with the shareholders' respective interests determined at the time of distribution; and [PL 2011, c. 274, §62 (NEW).] B. The disposition of assets is not an interested transaction; [PL 2011, c. 274, §62 (NEW).] [PL 2011, c. 274, §62 (RPR).]

4. Fractional shares. An amendment of the corporation's articles of incorporation with respect to a class or series of shares that reduces the number of shares of a class or series owned by the shareholder to a fraction of a share if the corporation has the obligation or right to repurchase the fractional share so created; [PL 2001, c. 640, Pt. A, §2 (NEW); PL 2001, c. 640, Pt. B, §7 (AFF).]

5. Other amendment. Any other amendment to the corporation's articles of incorporation, merger, share exchange or disposition of assets to the extent provided by the articles of incorporation, bylaws or a resolution of the corporation's board of directors; [PL 2001, c. 640, Pt. A, §2 (NEW); PL 2001, c. 640, Pt. B, §7 (AFF).]

6. Domestication. Consummation of a domestication if the shareholder does not receive shares in the foreign corporation resulting from the domestication that have terms as favorable to the shareholder in all material respects and represent at least the same percentage interest of the total voting rights of the outstanding shares of the corporation as the shares held by the shareholder before the domestication; [PL 2001, c. 640, Pt. A, §2 (NEW); PL 2001, c. 640, Pt. B, §7 (AFF).]

7. Conversion to nonprofit status. Consummation of a conversion of the corporation to nonprofit status pursuant to chapter 9, subchapter 2 ; or [PL 2003, c. 344, Pt. B, §106 (AMD).]

8. Conversion to unincorporated entity. Consummation of a conversion of the corporation to an unincorporated entity pursuant to chapter 9, subchapter 4 . [PL 2003, c. 344, Pt. B, §106 (AMD).]
13 M.R.S. § 3024 — ME Code / Title 13 / Part 2 / Chapter 93 / Section 3024
13 §3024. Election of officers
Status: in_force

The resident members shall, by ballot, elect a clerk, treasurer, a board of trustees of not less than 3 members who are voters and such other officers as they may deem necessary. [PL 1973, c. 49, §1 (AMD).]