13-C M.R.S. § 732 — ME Code / Title 13-C / Chapter 7 / Section 732
13-C §732. Judicial determination of corporate offices and review of elections and shareholder votes
Status: in_force

1. Judicial determinations authorized. Upon application of or in a proceeding commenced by a person specified in subsection 2 , the Superior Court of the county where a corporation's principal office or, if none in this State, its registered office, is located may determine: A. The validity of the election, appointment, removal or resignation of the director or officer of the corporation; [PL 2015, c. 259, §10 (NEW).] B. The right of an individual to hold the office of director or officer of the corporation; [PL 2015, c. 259, §10 (NEW).] C. The result or validity of an election or vote by the shareholders of the corporation; [PL 2015, c. 259, §10 (NEW).] D. The right of a director to membership on a committee of the board of directors; and [PL 2015, c. 259, §10 (NEW).] E. The right of a person to nominate or an individual to be nominated as a candidate for election or appointment as a director of the corporation, and any right under a bylaw adopted pursuant to section 206, subsection 2 or any comparable right under any provision of the articles of incorporation, contract or applicable law. [PL 2015, c. 259, §10 (NEW).] [PL 2015, c. 259, §10 (NEW).]

2. Persons entitled to commence proceedings. An application or proceeding pursuant to subsection 1 may be filed or commenced by any of the following persons: A. The corporation; [PL 2015, c. 259, §10 (NEW).] B. A record shareholder or beneficial shareholder of the corporation; [PL 2015, c. 259, §10 (NEW).] C. A director of the corporation, an individual claiming the office of the director or a director whose membership on a committee of the board of directors is contested, in each case who is seeking a determination of that individual's right to such office or membership; [PL 2015, c. 259, §10 (NEW).] D. An officer of the corporation or an individual claiming to be an officer of the corporation who is seeking a determination of the individual's right to such office; and [PL 2015, c. 259, §10 (NEW).] E. A person claiming a right covered by subsection 1, paragraph E and who is seeking a determination of such right. [PL 2015, c. 259, §10 (NEW).] [PL 2015, c. 259, §10 (NEW).]

3. Named defendants. In connection with any application or proceeding under subsection 1 , the following must be named as defendants, unless that person made the application or commenced the proceeding: A. The corporation; [PL 2015, c. 259, §10 (NEW).] B. An individual whose right to office or membership on a committee of the board of directors is contested; [PL 2015, c. 259, §10 (NEW).] C. An individual claiming the office or membership at issue; and [PL 2015, c. 259, §10 (NEW).] D. A person claiming a right covered by subsection 1, paragraph E that is at issue. [PL 2015, c. 259, §10 (NEW).] [PL 2015, c. 259, §10 (NEW).]

4. Service of process. In connection with any application or proceeding under subsection 1 , service of process may be made upon each of the persons specified in subsection 3 by either: A. Serving on the corporation process in any manner provided by statute of this State or by rule of the applicable court for service on the corporation; or [PL 2015, c. 259, §10 (NEW).] B. Service of process on such person in any manner provided by statute of this State or by rule of applicable court. [PL 2015, c. 259, §10 (NEW).] [PL 2015, c. 259, §10 (NEW).]

5. Notice of service of process. When service of process is made upon a person other than the corporation by service upon the corporation pursuant to subsection 4, paragraph A , the plaintiff and the corporation or its registered agent shall promptly provide written notice of such service, together with copies of all process and the application or complaint, to such person at the person's last known residence or business address, or as permitted by statute of this State or by rule of the applicable court. [PL 2015, c. 259, §10 (NEW).]

6. Expedited proceedings; remedies. In connection with any application or proceeding under subsection 1 , the court shall dispose of the application or proceeding on an expedited basis and also may: A. Order such additional or further notice as the court considers proper under the circumstances; [PL 2015, c. 259, §10 (NEW).] B. Order that additional persons be joined as parties to the proceeding if the court determines that such joinder is necessary for a just adjudication of matters before the court; [PL 2015, c. 259, §10 (NEW).] C. Order an election or meeting to be held in accordance with the provisions of section 703, subsection 2 or otherwise; [PL 2015, c. 259, §10 (NEW).] D. Appoint a master to conduct an election or meeting; [PL 2015, c. 259, §10 (NEW).] E. Enter temporary, preliminary or permanent injunctive relief; [PL 2015, c. 259, §10 (NEW).] F. Resolve solely for the purpose of this proceeding any legal or factual issues necessary for the resolution of any of the matter specified in subsection 1 , including the right and power of persons claiming to own shares to vote at any meeting of the shareholders; and [PL 2015, c. 259, §10 (NEW).] G. Order such relief as the court determines is equitable, just and proper. [PL 2015, c. 259, §10 (NEW).] [PL 2015, c. 259, §10 (NEW).]

7. Shareholders as parties. It is not necessary to make a shareholder a party to a proceeding or application pursuant to this section unless the shareholder is a required defendant under subsection 3, paragraph D , relief is sought against the shareholder individually or the court orders joinder pursuant to subsection 6, paragraph B . [PL 2015, c. 259, §10 (NEW).]

8. Jurisdiction or powers not exclusive. Nothing in this section limits, restricts or abolishes the subject matter jurisdiction or powers of the court as existed prior to the enactment of this section and an application or proceeding available with respect to the matters specified in subsection 1 . [PL 2015, c. 259, §10 (NEW).]

9. Right to jury trial. In any proceeding commenced under this section there is no right to a jury trial. [PL 2015, c. 259, §10 (NEW).]
13 M.R.S. § 43 — ME Code / Title 13 / Part 1 / Chapter 3 / Section 43
13 §43. Certificate of organization
Status: in_force

Before commencing business, the president, treasurer and a majority of the directors of any corporation chartered by a special act of the Legislature shall prepare, sign, date and deliver for filing with the Secretary of State articles of incorporation as required by Title 13-C, section 202 . In addition to the provisions under Title 13-C, section 202 , the corporation must provide the date of approval of its charter and purposes of the corporation. If articles of incorporation delivered for filing to the Secretary of State pursuant to this section satisfy the requirements of this subchapter and Title 13-C, section 202 , the Secretary of State shall file the articles of incorporation. The date of filing is the date of receipt by the Secretary of State. After filing the articles of incorporation under this subchapter, the Secretary of State shall deliver to the corporation or its representative a copy of the document with an acknowledgment of the date of filing. [PL 2009, c. 56, §3 (AMD).]
13 M.R.S. § 3167 — ME Code / Title 13 / Part 2 / Chapter 93 / Section 3167
13 §3167. Income to support schools
Status: in_force

All income derived from the ministerial and school lands, and from the rents and profits of real and personal estate held under section 3166 , shall be annually applied to the support of public schools in the town or the schooling of resident students and expended like other school money. [PL 1987, c. 402, Pt. A, §100 (RPR).]

A municipality that has land that continues to generate an income may expend up to 20% of the ministerial fund every 5 years in accordance with this subchapter. [PL 1997, c. 57, §1 (NEW).]
13 M.R.S. § 3161 — ME Code / Title 13 / Part 2 / Chapter 93 / Section 3161
13 §3161. Fee in ministerial and school land in existing towns
Status: reserved

Where lands have been granted or reserved for the use of the ministry or first settled minister, or for the use of schools, in any town incorporated and in existence on January 1, 1973, and the fee in these lands has not vested in some particular parish therein or in some individual, it shall vest in the inhabitants of such town and not in any particular parish therein for such uses. The inhabitants of any such town shall hold and enjoy said public reserved lands subject to the control of and subject to responsibilities imposed by the State. [PL 1973, c. 628, §4 (AMD).]
13-C M.R.S. § 1524 — ME Code / Title 13-C / Chapter 15 / Section 1524
13-C §1524. Transfer of authority
Status: in_force

1. Application for transfer of authority; contents. A foreign business corporation authorized to transact business in this State that converts to a foreign nonprofit corporation or to any form of foreign other entity that is required to file an application for authority or make a similar type of filing with the Secretary of State if it transacts business in this State shall file with the Secretary of State an application for transfer of authority signed by any officer or other duly authorized representative. The application must set forth: A. The name of the foreign corporation, the current state or country under whose laws it is incorporated as it appears on the records of the Secretary of State and the date on which the corporation was authorized to transact business in this State; [PL 2003, c. 344, Pt. B, §129 (AMD).] B. The type of entity to which it has been converted and the jurisdiction whose laws govern its internal affairs; and [PL 2001, c. 640, Pt. A, §2 (NEW); PL 2001, c. 640, Pt. B, §7 (AFF).] C. Any other information that would be required in a filing under the laws of this State by an entity of the type the corporation has become seeking authority to transact business in this State. [PL 2001, c. 640, Pt. A, §2 (NEW); PL 2001, c. 640, Pt. B, §7 (AFF).] [PL 2011, c. 274, §73 (AMD).]

2. Delivery. The application for transfer of authority must be delivered to the Secretary of State for filing and takes 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).]

3. Authority to transact business uninterrupted. When the application for transfer of authority takes effect, the authority of the corporation under this chapter to transact business in this State is transferred without interruption to the converted entity, which thereafter holds that authority subject to the provisions of the laws of this State applicable to that type of entity. [PL 2001, c. 640, Pt. A, §2 (NEW); PL 2001, c. 640, Pt. B, §7 (AFF).]
13 M.R.S. § 2941 — ME Code / Title 13 / Part 2 / Chapter 93 / Section 2941
13 §2941. Authority to raise money
Status: in_force

Every parish, at a legal meeting, may raise money for the support of the public ministry of religion, for building, repairing or removing houses of public worship and for other necessary parish charges.
13-C M.R.S. § 730 — ME Code / Title 13-C / Chapter 7 / Section 730
13-C §730. Voting for directors; cumulative voting
Status: in_force

1. Election by plurality. Unless otherwise provided in a corporation's articles of incorporation, directors are elected by a plurality of the votes cast by the shares entitled to vote in the election at a meeting at which a quorum is present. [PL 2001, c. 640, Pt. A, §2 (NEW); PL 2001, c. 640, Pt. B, §7 (AFF).]

2. No right to cumulate votes. Shareholders do not have a right to cumulate their votes for directors unless a corporation's articles of incorporation so provide. [PL 2001, c. 640, Pt. A, §2 (NEW); PL 2001, c. 640, Pt. B, §7 (AFF).]

3. Cumulate votes; method. A statement included in a corporation's articles of incorporation that all or a designated voting group of shareholders "are entitled to cumulate their votes for directors," or containing words of similar import, means that the shareholders designated are entitled to multiply the number of votes they are entitled to cast by the number of directors for whom they are entitled to vote and cast the product for a single candidate or distribute the product among 2 or more candidates. [PL 2007, c. 289, §8 (AMD).]

4. Requirements. Shares otherwise entitled to vote cumulatively may not be voted cumulatively at a particular meeting unless: A. The meeting notice or proxy statement accompanying the notice states conspicuously that cumulative voting is authorized; or [PL 2001, c. 640, Pt. A, §2 (NEW); PL 2001, c. 640, Pt. B, §7 (AFF).] B. A shareholder who has the right to cumulate votes gives notice to the corporation not less than 48 hours before the time set for the meeting of the shareholder's intent to cumulate that shareholder's votes during the meeting, and if one shareholder gives this notice all other shareholders in the same voting group participating in the election are entitled to cumulate their votes without giving further 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).]
13 M.R.S. § 743 — ME Code / Title 13 / Part 1 / Chapter 22-A / Section 743
13 §743. Compulsory acquisition of shares after death or disqualification of shareholder
Status: in_force

1. Triggering events. A professional corporation must acquire or cause to be acquired by a qualified person the shares of its shareholder if: A. The shareholder dies; [PL 2001, c. 640, Pt. B, §2 (NEW); PL 2001, c. 640, Pt. B, §7 (AFF).] B. The shareholder becomes a disqualified person, except as provided in subsection 4 ; or [PL 2001, c. 640, Pt. B, §2 (NEW); PL 2001, c. 640, Pt. B, §7 (AFF).] C. The shares are transferred by operation of law or court judgment to a disqualified person, except as provided in subsection 4 . [PL 2001, c. 640, Pt. B, §2 (NEW); PL 2001, c. 640, Pt. B, §7 (AFF).] [PL 2001, c. 640, Pt. B, §2 (NEW); PL 2001, c. 640, Pt. B, §7 (AFF).]

2. Agreements binding. If a professional corporation's articles of incorporation or bylaws or a private agreement provides the terms, price and other conditions for the acquisition of the shares of a shareholder upon the occurrence of an event described in subsection 1 , then that article, bylaw or private agreement is binding on the parties and is specifically enforceable. [PL 2001, c. 640, Pt. B, §2 (NEW); PL 2001, c. 640, Pt. B, §7 (AFF).]

3. Corporate acquisition of shares. In the absence of an article provision, bylaw provision or private agreement described in subsection 2 , a professional corporation shall acquire the shares in accordance with section 744 ; except that, if the disqualified person rejects the corporation's purchase offer, either the person or the corporation may commence a proceeding under section 745 to determine the fair value of the shares. [PL 2001, c. 640, Pt. B, §2 (NEW); PL 2001, c. 640, Pt. B, §7 (AFF).]

4. Limited disqualification. In the absence of an article provision, bylaw provision or private agreement described in subsection 2 , this section does not require the acquisition of shares in the event of a shareholder's becoming a disqualified person if the disqualification lasts no more than 5 months from the date the disqualification or the transfer of shares pursuant to subsection 1 occurs. [PL 2001, c. 640, Pt. B, §2 (NEW); PL 2001, c. 640, Pt. B, §7 (AFF).]

5. Other benefits unaffected. Nothing in this section or section 744 prevents or relieves a professional corporation from paying pension benefits or other deferred compensation for services rendered to a former shareholder if otherwise permitted by law. [PL 2001, c. 640, Pt. B, §2 (NEW); PL 2001, c. 640, Pt. B, §7 (AFF).]
13-C M.R.S. § 1701 — ME Code / Title 13-C / Chapter 17 / Section 1701
13-C §1701. Application
Status: repealed

1. Application. Except as provided in subsection 2 , this Act applies to all domestic corporations in existence on the effective date of this Act that were incorporated under any general statute of this State providing for incorporation of corporations for profit or with shares or under any act providing for the creation of special classes of corporations and any corporation created by special act of the Legislature, if power to amend or repeal the law under which the corporation was incorporated was reserved. Nothing contained in this Act is intended to alter or codify the business judgment rule as developed by the courts of this State or to limit its further development. [PL 2003, c. 344, Pt. B, §136 (AMD).]

2. Exceptions. This Act does not apply to: A. Any class of corporations to the extent that any provision of any other law is specifically applicable to that class of corporations and is inconsistent with any provision of this Act, in which case the other provision of law prevails; and [PL 2001, c. 640, Pt. A, §2 (NEW); PL 2001, c. 640, Pt. B, §7 (AFF).] B. Any corporation created by special act of the Legislature, to the extent that this Act is inconsistent with that special act. [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. Validity of articles or bylaws. The validity of any provision of the articles of incorporation or the bylaws of a corporation existing on July 1, 2003 must be determined with reference to the law that was in effect at the time when the provision was adopted or with reference to this Act, whichever supports the validity of such provision. A provision of a corporation's articles of incorporation or bylaws that was valid under the law in existence at the time the same was adopted remains in effect, notwithstanding a contrary provision of this Act, until repealed or amended by voluntary act of the corporation, but any amendment to such a provision must be adopted by the procedures set out in this Act and must, as amended, conform to the requirements of this Act. [PL 2001, c. 640, Pt. A, §2 (NEW); PL 2001, c. 640, Pt. B, §7 (AFF).]

4. Electronic Signatures in Global and National Commerce Act. In the event that any provisions of this Act are deemed to modify, limit or supersede the federal Electronic Signatures in Global and National Commerce Act, 15 United States Code, Section 7001 et seq., the provisions of this Act shall control to the maximum extent permitted by Section 102(a)(2) of that federal Act. [PL 2011, c. 274, §81 (NEW).]
13-C M.R.S. § 1107 — ME Code / Title 13-C / Chapter 11 / Section 1107
13-C §1107. Effect of merger or share exchange
Status: in_force

1. Merger. When a merger becomes effective: A. The corporation or eligible entity that is designated in the plan of merger as the survivor continues or comes into existence, as the case may be; [PL 2003, c. 344, Pt. B, §103 (AMD).] B. The separate existence of every corporation or eligible entity that is merged into the survivor ceases; [PL 2003, c. 344, Pt. B, §103 (AMD).] C. All property owned by and every contract right possessed by each corporation or eligible entity that merges into the survivor is vested in the survivor without reversion or impairment; [PL 2003, c. 344, Pt. B, §103 (AMD).] D. All liabilities of each corporation or eligible entity that is merged into the survivor are vested in the survivor; [PL 2003, c. 344, Pt. B, §103 (AMD).] E. The name of the survivor may but need not be substituted in any pending proceeding for the name of any party to the merger whose separate existence ceased in the merger; [PL 2001, c. 640, Pt. A, §2 (NEW); PL 2001, c. 640, Pt. B, §7 (AFF).] F. The articles of incorporation or organizational documents of the survivor are amended to the extent provided in the plan of merger; [PL 2001, c. 640, Pt. A, §2 (NEW); PL 2001, c. 640, Pt. B, §7 (AFF).] G. The articles of incorporation or organizational documents of a survivor that is created by the merger become effective; and [PL 2003, c. 344, Pt. B, §103 (AMD).] H. The shares of each corporation that is a party to the merger and the eligible interests in an eligible entity that is a party to a merger that are to be converted under the plan of merger into shares, eligible interests, obligations, rights to acquire shares, other securities or eligible interests, cash or other property or any combination thereof are converted, and the former holders of the shares or eligible interests are entitled only to the rights provided to them in the plan of merger or to any rights they may have under chapter 13 or the organic law of the eligible entity. [PL 2003, c. 344, Pt. B, §103 (AMD).] [PL 2003, c. 344, Pt. B, §103 (AMD).]

2. Share exchange. When a share exchange becomes effective, the shares of each domestic corporation that are to be exchanged for shares, other securities, eligible interests, obligations, rights to acquire shares or other securities or eligible interests, cash or other property or any combination thereof are entitled only to the rights provided to them in the plan of share exchange or to any rights they may have under chapter 13 . [PL 2003, c. 344, Pt. B, §103 (AMD).]

3. Shareholder's liabilities and obligations. A person who becomes subject to owner liability for some or all of the debts, liabilities or obligations of any entity as a result of a merger or share exchange has owner liability only to the extent provided in the organic law of the entity and only for those debts, liabilities and obligations that arise after the effective time of the articles of merger or share exchange. [PL 2001, c. 640, Pt. A, §2 (NEW); PL 2001, c. 640, Pt. B, §7 (AFF).]

4. Foreign corporation. When a merger becomes effective, a foreign corporation or a foreign eligible entity that is the survivor of the merger is deemed to: A. Agree that service of process in a proceeding to enforce the rights of shareholders of each domestic corporation that is a party to the merger who exercise appraisal rights may be made in the manner provided in Title 5, section 113 ; and [PL 2007, c. 323, Pt. C, §16 (AMD); PL 2007, c. 323, Pt. G, §4 (AFF).] B. Agree to promptly pay the amount, if any, to which the shareholders under paragraph A are entitled under chapter 13 . [PL 2001, c. 640, Pt. A, §2 (NEW); PL 2001, c. 640, Pt. B, §7 (AFF).] [PL 2007, c. 323, Pt. C, §16 (AMD); PL 2007, c. 323, Pt. G, §4 (AFF).]

5. Effect of merger or share exchange on liability. The effect of a merger or share exchange on the owner liability of a person who had owner liability for some or all of the debts, obligations or liabilities of a party to the merger or share exchange is as follows. A. The merger or share exchange does not discharge any liability under the organic law of the entity in which the person was a shareholder, member or interest holder to the extent any such owner liability arose before the effective time of the articles of merger or share exchange. [PL 2003, c. 344, Pt. B, §103 (AMD).] B. The person does not have owner liability under the organic law of the entity in which the person was a shareholder, member or interest holder prior to the merger or share exchange for any debt, obligation or liability that arises after the effective time of the articles of merger or share exchange. [PL 2003, c. 344, Pt. B, §103 (AMD).] C. The provisions of the organic law of any entity for which the person had owner liability before the merger or share exchange continue to apply to the collection or discharge of any owner liability preserved by paragraph A , as if the merger or share exchange had not occurred. [PL 2001, c. 640, Pt. A, §2 (NEW); PL 2001, c. 640, Pt. B, §7 (AFF).] D. The person has whatever rights of contribution from other persons are provided by the organic law of the entity for which the person had owner liability with respect to any owner liability preserved by paragraph A , as if the merger or share exchange had not occurred. [PL 2001, c. 640, Pt. A, §2 (NEW); PL 2001, c. 640, Pt. B, §7 (AFF).] [PL 2003, c. 344, Pt. B, §103 (AMD).]
13-C M.R.S. § 952 — ME Code / Title 13-C / Chapter 9 / Section 952
13-C §952. Entity conversion authorized
Status: in_force

1. Domestic other entity. A domestic business corporation may become a domestic unincorporated entity pursuant to a plan of entity conversion. If the organic law of the unincorporated entity does not provide for such a conversion, section 957 governs the effect of converting to that form of unincorporated entity. [PL 2001, c. 640, Pt. A, §2 (NEW); PL 2001, c. 640, Pt. B, §7 (AFF).]

2. Foreign unincorporated entity. A domestic business corporation may become a foreign unincorporated entity only if the entity conversion is permitted by the laws of the foreign jurisdiction. The laws of the foreign jurisdiction govern the effect of converting to an unincorporated entity in that jurisdiction. [PL 2001, c. 640, Pt. A, §2 (NEW); PL 2001, c. 640, Pt. B, §7 (AFF).]

3. Entity conversion. A domestic unincorporated entity may become a domestic business corporation. Section 957 governs the effect of converting to a domestic business corporation. If the organic law of a domestic unincorporated entity does not provide procedures for the approval of an entity conversion, the conversion must be adopted and approved, and the entity conversion effectuated, in the same manner as a merger of the unincorporated entity, and its interest holders are entitled to appraisal rights if appraisal rights are available upon any type of merger under the organic law of the unincorporated entity. If the organic law of a domestic unincorporated entity does not provide procedures for the approval of either an entity conversion or a merger, a plan of entity conversion must be adopted and approved, the entity conversion effectuated and appraisal rights exercised in accordance with the procedures in this subchapter and chapter 13 . Without limiting the provisions of this subsection, a domestic unincorporated entity whose organic law does not provide procedures for the approval of an entity conversion is subject to subsection 5 and section 954, subsection 8 . For purposes of applying this subchapter and chapter 13 : A. The unincorporated entity and its interest holders, interests and organic documents taken together are deemed to be a domestic business corporation and its shareholders, shares and articles of incorporation, respectively and vice versa, as the context may require; and [PL 2001, c. 640, Pt. A, §2 (NEW); PL 2001, c. 640, Pt. B, §7 (AFF).] B. If the business and affairs of the unincorporated entity are managed by a group of persons that is not identical to the interest holders, that group is deemed to be the board of directors. [PL 2001, c. 640, Pt. A, §2 (NEW); PL 2001, c. 640, Pt. B, §7 (AFF).] [PL 2003, c. 344, Pt. B, §86 (AMD).]

4. Authorization to become corporation. A foreign unincorporated entity may become a domestic business corporation if the organic law of the foreign unincorporated entity authorizes it to become a corporation in another jurisdiction. The laws of this State govern the effect of conversion to a domestic business corporation pursuant to this subchapter. [PL 2001, c. 640, Pt. A, §2 (NEW); PL 2001, c. 640, Pt. B, §7 (AFF).]

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, applies to a merger of the corporation 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, §45 (AMD).]
13 M.R.S. § 45 — ME Code / Title 13 / Part 1 / Chapter 3 / Section 45
13 §45. Business forbidden until certificate filed
Status: in_force

No corporation created by special act of the Legislature, municipal corporations excepted, shall carry on any business whatsoever before filing in the office of the Secretary of State the certificate of organization provided by section 43 . Whoever, whether named in the act of the Legislature or not, conducts and carries on any business whatsoever in the name of such corporation before said certificate is filed shall be personally and individually liable for all contracts and debts of said corporation contracted prior to the filing of said certificate. This section shall apply to all individuals granted special rights and privileges by act of the Legislature.
13-C M.R.S. § 1408 — ME Code / Title 13-C / Chapter 14 / Section 1408
13-C §1408. Other claims against dissolved corporation
Status: in_force

1. Publish notice of dissolution. In addition to the written notice under section 1407 , a dissolved corporation may publish notice of its dissolution and request that persons with claims against the dissolved corporation present them in accordance with the notice. [PL 2001, c. 640, Pt. A, §2 (NEW); PL 2001, c. 640, Pt. B, §7 (AFF).]

2. Content of notice. The notice under subsection 1 must: A. Be published one time in a newspaper of general circulation in the county where the dissolved corporation's principal office is or was last located or, if none in this State, in Kennebec County; [PL 2007, c. 323, Pt. C, §18 (AMD); PL 2007, c. 323, Pt. G, §4 (AFF).] B. Describe the information that must be included in a claim and provide a mailing address where the claim may be sent; and [PL 2001, c. 640, Pt. A, §2 (NEW); PL 2001, c. 640, Pt. B, §7 (AFF).] C. State that a claim against the dissolved corporation will be barred unless a proceeding to enforce the claim is commenced within 3 years after the publication of the notice. [PL 2001, c. 640, Pt. A, §2 (NEW); PL 2001, c. 640, Pt. B, §7 (AFF).] [RR 2021, c. 2, Pt. A, §26 (COR).]

3. Claim barred. If the dissolved corporation publishes a newspaper notice in accordance with subsection 2 , the claim of each of the following claimants is barred unless the claimant commences a proceeding to enforce the claim against the dissolved corporation within 3 years after the publication date of the newspaper notice: A. A claimant who was not given written notice under section 1407 ; [PL 2001, c. 640, Pt. A, §2 (NEW); PL 2001, c. 640, Pt. B, §7 (AFF).] B. A claimant whose claim was timely sent to the dissolved corporation but not acted on; or [PL 2001, c. 640, Pt. A, §2 (NEW); PL 2001, c. 640, Pt. B, §7 (AFF).] C. A claimant whose claim is contingent or is based on an event occurring after the effective date of dissolution. [PL 2003, c. 631, §23 (AMD).] [PL 2003, c. 631, §23 (AMD).]

4. Enforcement of claim. A claim that is not barred by subsection 3 or section 1407, subsection 2 may be enforced: A. Against the dissolved corporation to the extent of its undistributed assets; or [PL 2001, c. 640, Pt. A, §2 (NEW); PL 2001, c. 640, Pt. B, §7 (AFF).] B. Except as provided in section 1409, subsection 4 , if the assets have been distributed in liquidation, against a shareholder of the dissolved corporation to the extent of the shareholder's pro rata share of the claim or the corporate assets distributed to the shareholder in liquidation, whichever is less, but a shareholder's total liability for all claims under this section may not exceed the total amount of assets distributed to the shareholder. [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. § 201 — ME Code / Title 13-C / Chapter 2 / Section 201
13-C §201. Incorporators
Status: in_force

One or more persons may serve as the incorporator or incorporators of a corporation by delivering articles of incorporation to the Secretary of State for filing. [PL 2001, c. 640, Pt. A, §2 (NEW); PL 2001, c. 640, Pt. B, §7 (AFF).]
13 M.R.S. § 3021 — ME Code / Title 13 / Part 2 / Chapter 93 / Section 3021
13 §3021. Incorporation
Status: in_force

Any independent local church now existing, or that may hereafter be organized in the State, may be incorporated according to this section and sections 3022 to 3028 .
13-C M.R.S. § 704 — ME Code / Title 13-C / Chapter 7 / Section 704
13-C §704. Action without meeting
Status: in_force

1. Permissible action by unanimous consent. Action required or permitted by this Act to be taken at a shareholders' meeting may be taken without a meeting if the action is taken by all the shareholders entitled to vote on the action. The action must be evidenced by one or more written consents bearing the date of signature and describing the action taken, signed by all the shareholders entitled to vote on the action and 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).]

1-A. Permissible action by majority consent. The articles of incorporation may provide that any action required or permitted by this Act to be taken at a shareholders' meeting may be taken without a meeting, and without prior notice, if consents in writing setting forth the action so taken are signed by the holders of outstanding shares having not less than the minimum number of votes that would be required to authorize or take the action at a meeting at which all shares entitled to vote on the action were present and voted. The written consent must bear the date of signature of the shareholder who signs the consent and be delivered to the corporation for inclusion in the minutes or filing with the corporate records. [PL 2007, c. 289, §7 (NEW).]

2. Record date. If not otherwise fixed under section 703 or 707 , and if prior board action is not required regarding the action to be taken without a meeting, the record date for determining the shareholders entitled to take action without a meeting is the first date on which a signed written consent is delivered to the corporation. If not otherwise fixed under section 707 and if prior board action is required regarding the action to be taken without a meeting, the record date is the close of business on the day the resolution of the board taking such prior action is adopted. Written consent is not effective to take the corporate action referred to in the consent unless, within 60 days of the earliest date on which a consent delivered to the corporation as required by this section was signed, written consents signed by a sufficient number of shareholders to take the action have been delivered to the corporation. A written consent may be revoked by a writing to that effect delivered to the corporation before unrevoked written consents sufficient in number to take the corporate action are delivered to the corporation. [PL 2007, c. 289, §7 (AMD).]

3. Effect of signed consent. A consent signed pursuant to the provisions of this section has the effect of a vote taken at a meeting and may be described as such in any document. Unless the articles of incorporation, the bylaws or a resolution of the board of directors provides for a reasonable delay to permit tabulation of written consents, the action taken by written consent is effective when written consents signed by a sufficient number of shareholders to take the action are delivered to the corporation. [PL 2007, c. 289, §7 (AMD).]

4. Notice to nonvoting shareholders. If this Act requires that notice of a proposed action be given to nonvoting shareholders and the action is to be taken by written consent of the voting shareholders, the corporation must give its nonvoting shareholders written notice of the action not more than 10 days after: A. Written consents sufficient to take the action have been delivered to the corporation; or [PL 2007, c. 289, §7 (NEW).] B. The date that tabulation of consents is completed pursuant to an authorization under subsection 3 , as long as that date is later than that in paragraph A . [PL 2007, c. 289, §7 (NEW).] The notice must reasonably describe the action taken and contain or be accompanied by the same material that, under any provision of this Act, would have been required to be sent to nonvoting shareholders in a notice of a meeting at which the proposed action would have been submitted to the shareholders for action. [PL 2007, c. 289, §7 (AMD).]

5. Notice of action to nonconsenting voting shareholders. If action is taken by less than unanimous written consent of the voting shareholders, the corporation must give its nonconsenting voting shareholders written notice of the action not more than 10 days after: A. Written consents sufficient to take the action have been delivered to the corporation; or [PL 2007, c. 289, §7 (NEW).] B. The date that tabulation of consents is completed pursuant to an authorization under subsection 3 , as long as that date is later than that in paragraph A . [PL 2007, c. 289, §7 (NEW).] The notice must reasonably describe the action taken and contain or be accompanied by the same material that, under any provision of this Act, would have been required to be sent to voting shareholders in a notice of a meeting at which the action would have been submitted to the shareholders for action. [PL 2007, c. 289, §7 (NEW).]

6. Effect of failure to provide notice. The notice requirements in subsections 4 and 5 do not delay the effectiveness of actions taken by written consent. A failure to comply with such notice requirements does not invalidate actions taken by written consent. This subsection does not limit judicial power to fashion any appropriate remedy in favor of a shareholder adversely affected by a failure to give such notice within the required time period. [PL 2007, c. 289, §7 (NEW).]

7. Consent by electronic transmission. [PL 2011, c. 274, §18 (RP).]

8. Delivery of a written consent. [PL 2011, c. 274, §19 (RP).]
13 M.R.S. § 931 — ME Code / Title 13 / Part 2 / Chapter 81 / Section 931
13 §931. Powers; change of name; proceedings; fee
Status: in_force

The incorporators shall adopt a corporate name, and they, their associates and successors may have continual succession; have a common seal; elect all necessary officers; adopt bylaws not inconsistent with law and enforce the same by suitable penalties; have the same rights and be under the same liabilities as other corporations in prosecuting and defending civil actions; and enjoy all other rights, privileges and immunities of a legal corporation. Any corporation organized under this subchapter may by a majority vote at a legal meeting of its members at which at least 25% are present or at a legal meeting of its directors, trustees or managing board, however designated, change its name and adopt a new one. A notice of the intention to change the name must be given in the call for the meeting. When the proceedings of the meeting relating to the change of name are certified by the clerk or secretary of the corporation, the corporation shall deliver for filing with the Secretary of State a certificate of name change signed and dated by the clerk or secretary of the corporation. The corporation, under its new name, has the same rights, powers and privileges, and is subject to the same duties, obligations and liabilities as before, and holds and is entitled to the same property and property rights as it held under its former name, and may sue or be sued by its new name, but no action brought against it by its former name may be defeated on that account. [PL 2003, c. 523, §3 (AMD).]
13 M.R.S. § 1828 — ME Code / Title 13 / Part 2 / Chapter 85 / Section 1828
13 §1828. Powers
Status: in_force

1. Capacity to act. An association formed under this subchapter, or an association which might be formed under this subchapter and which existed at the time this Act took effect, shall have the capacity to act possessed by natural persons, but such association shall have authority to perform only such acts as are necessary or proper to accomplish the purposes as set forth in its articles and which are not repugnant to law.

2. Authority. Without limiting or enlarging the grant of authority contained in subsection 1 , it is specifically provided that every such association shall have authority: A. To act as agent, broker or attorney in fact for its members and other patrons, and for any subsidiary or affiliated association, and otherwise to assist or join with associations engaged in any one or more of the activities authorized by its articles, and to hold title for its members and other patrons and for subsidiary and affiliated associations to property handled or managed by the association on their behalf; B. To make contracts, and to exercise by its board or duly authorized officers or agents, all such incidental powers as may be necessary, suitable or proper for the accomplishment of the purposes of the association and not inconsistent with law or its articles, and that may be conducive to or expedient for the interest or benefit of the association; C. To make loans or advances to members or producer-patrons against products delivered or to be delivered to the association, or to the members of an association which is itself a member or subsidiary thereof; to purchase, otherwise acquire, indorse, discount or sell any evidence of debt, obligation or security, but it shall not engage in banking; D. To establish and accumulate reserves; E. To own and hold membership in or shares of the capital stock of other associations and corporations and the bonds or other obligations thereof, engaged in any related activity; or, in producing, warehousing or marketing or purchasing any of the products handled by the association; or, in financing its activities, and while the owner thereof, to exercise all the rights of ownership, including the right to vote thereon; F. To acquire, hold, sell, dispose of, pledge or mortgage any property which its purposes may require, subject to any limitation prescribed by law or its articles; G. To borrow money and to give its notes, bonds or other obligations therefor and secure the payment thereof by mortgage or pledge; H. To deal in products of, and handle machinery, equipment, supplies and perform services for nonmembers to an amount not greater in annual value than such as are dealt in, handled or performed for or on behalf of its members, but the value of the annual purchases made for persons who are neither members nor producers shall not exceed 15% of the value of all its purchases; I. To have a corporate seal and to alter the same at pleasure; J. To continue as a corporation for the time limited in its articles, and if no time limit is specified, then perpetually; K. To sue and be sued in its corporate name; L. To conduct business in this State and elsewhere as may be permitted by law; and M. To dissolve and settle its affairs.
13-C M.R.S. § 512 — ME Code / Title 13-C / Chapter 5-A / Section 512
13-C §512. Service of process upon domestic corporation
Status: in_force

Service of process, notice or demand required or permitted by law on a domestic corporation is governed by Title 5, section 113 . [PL 2007, c. 323, Pt. C, §11 (NEW); PL 2007, c. 323, Pt. G, §4 (AFF).]
13-C M.R.S. § 807 — ME Code / Title 13-C / Chapter 8 / Section 807
13-C §807. Resignation of directors
Status: in_force

1. Notice of resignation. A director may resign at any time by delivering a written resignation to the corporation's board of directors or its chair or to the clerk of the corporation. [PL 2007, c. 289, §14 (AMD).]

2. Effective. A resignation is effective when the resignation is delivered unless the resignation specifies a later effective date, including, but not limited to, the date on which some specified future event occurs. A resignation that is conditioned upon failing to receive a specified vote for election as a director may provide that the resignation is irrevocable. [PL 2007, c. 289, §14 (AMD).]
13-C M.R.S. § 925 — ME Code / Title 13-C / Chapter 9 / Section 925
13-C §925. Effect of domestication
Status: in_force

1. Domestication of foreign business corporation. When a domestication in this State of a foreign business corporation, referred to in this subsection as the "corporation," becomes effective: A. The title to all real and personal property, both tangible and intangible, of the corporation remains in the corporation without reversion or impairment; [PL 2001, c. 640, Pt. A, §2 (NEW); PL 2001, c. 640, Pt. B, §7 (AFF).] B. The liabilities of the corporation remain the liabilities of the corporation; [PL 2001, c. 640, Pt. A, §2 (NEW); PL 2001, c. 640, Pt. B, §7 (AFF).] C. An action or proceeding pending against the corporation continues against the corporation as if the domestication had not occurred; [PL 2001, c. 640, Pt. A, §2 (NEW); PL 2001, c. 640, Pt. B, §7 (AFF).] D. The articles of domestication, or the articles of incorporation attached to the articles of domestication, constitute the articles of incorporation of the corporation; [PL 2001, c. 640, Pt. A, §2 (NEW); PL 2001, c. 640, Pt. B, §7 (AFF).] E. The shares of the corporation are reclassified into shares, other securities, obligations, rights to acquire shares or other securities or into cash or other property in accordance with the terms of the domestication as approved under the laws of the foreign jurisdiction, and the shareholders are entitled only to the rights provided by those terms and under those laws; and [PL 2001, c. 640, Pt. A, §2 (NEW); PL 2001, c. 640, Pt. B, §7 (AFF).] F. The corporation is deemed to: (1) Be incorporated under the laws of this State for all purposes; (2) Be the same corporation without interruption as the corporation that existed under the laws of the foreign jurisdiction; and (3) Have been incorporated on the date it was originally incorporated in the foreign jurisdiction. [PL 2001, c. 640, Pt. A, §2 (NEW); PL 2001, c. 640, Pt. B, §7 (AFF).] [PL 2001, c. 640, Pt. A, §2 (NEW); PL 2001, c. 640, Pt. B, §7 (AFF).]

2. Domestication of domestic business corporation. When a domestication of a domestic business corporation in a foreign jurisdiction becomes effective, that foreign business corporation is deemed to: A. Appoint the Secretary of State as its agent for service of process in a proceeding to enforce the rights of shareholders who exercise appraisal rights in connection with the domestication and that foreign business corporation shall provide a mailing address to which the Secretary of State may mail a copy of any process served on the Secretary of State; and [PL 2001, c. 640, Pt. A, §2 (NEW); PL 2001, c. 640, Pt. B, §7 (AFF).] B. Agree to promptly pay the amount, if any, to which the shareholders are entitled under chapter 13 . [PL 2001, c. 640, Pt. A, §2 (NEW); PL 2001, c. 640, Pt. B, §7 (AFF).] [PL 2001, c. 640, Pt. A, §2 (NEW); PL 2001, c. 640, Pt. B, §7 (AFF).]

3. Owner liability. The owner liability of a shareholder in a foreign business corporation that is domesticated in this State, referred to in this subsection as the "corporation," is as provided in this subsection. A. The domestication does not discharge any owner liability under the laws of the foreign jurisdiction to the extent any owner liability arose before the effective time of the articles of domestication. [PL 2001, c. 640, Pt. A, §2 (NEW); PL 2001, c. 640, Pt. B, §7 (AFF).] B. The shareholder does not have owner liability under the laws of the foreign jurisdiction for any debt, obligation or liability of the corporation that arises after the effective time of the articles of domestication. [PL 2001, c. 640, Pt. A, §2 (NEW); PL 2001, c. 640, Pt. B, §7 (AFF).] C. The provisions of the laws of the foreign jurisdiction continue to apply to the collection or discharge of any owner liability preserved by paragraph A as if the domestication had not occurred and the corporation were still incorporated under the laws of the foreign jurisdiction. [PL 2001, c. 640, Pt. A, §2 (NEW); PL 2001, c. 640, Pt. B, §7 (AFF).] D. The shareholder has whatever rights of contribution from other shareholders that are provided by the laws of the foreign jurisdiction with respect to any owner liability preserved by paragraph A as if the domestication had not occurred and the corporation were still incorporated under the laws of that jurisdiction. [PL 2001, c. 640, Pt. A, §2 (NEW); PL 2001, c. 640, Pt. B, §7 (AFF).] [PL 2001, c. 640, Pt. A, §2 (NEW); PL 2001, c. 640, Pt. B, §7 (AFF).]
13-C M.R.S. § 858 — ME Code / Title 13-C / Chapter 8 / Section 858
13-C §858. Insurance
Status: in_force

A corporation may purchase and maintain insurance on behalf of an individual who is a director or officer of the corporation, or who, while a director or officer of the corporation, serves at the corporation's request as a director, officer, partner, trustee, employee or agent of another domestic or foreign corporation, partnership, joint venture, trust, employee benefit plan or other entity against liability asserted against or incurred by that individual in that capacity or arising from the individual's status as a director or officer, whether or not the corporation would have power to indemnify or advance expenses to the individual against the same liability under this subchapter. [PL 2001, c. 640, Pt. A, §2 (NEW); PL 2001, c. 640, Pt. B, §7 (AFF).]
13-B M.R.S. § 303-A — ME Code / Title 13-B / Chapter 3 / Section 303-A
13-B §303-A. Registered name of foreign corporation
Status: in_force

1. Register corporate name. A foreign corporation may register its corporate name if the name is distinguishable on the records of the Secretary of State pursuant to section 301‑A . [PL 2003, c. 344, Pt. B, §13 (NEW).]

2. Application. To register its corporate name, a foreign corporation must execute and deliver to the Secretary of State for filing as provided in sections 104 and 106 an application that: A. Sets forth its corporate name, the state or country and date of its incorporation, the address of its principal office wherever located and a brief description of the nature of the activities in which it is engaged; and [PL 2003, c. 344, Pt. B, §13 (NEW).] B. Is accompanied by a certificate of existence or a document of similar import duly authenticated by the secretary of state or other official having custody of corporate records in the state or country under whose law the foreign corporation is incorporated. The certificate of existence must have been made not more than 90 days prior to the delivery of the application for filing. [PL 2003, c. 344, Pt. B, §13 (NEW).] [PL 2003, c. 344, Pt. B, §13 (NEW).]

3. Applicant's exclusive use. A corporate name is registered for a foreign corporation's exclusive use upon the effective date of the application under subsection 2 until the end of the calendar year in which the application was filed. [PL 2003, c. 344, Pt. B, §13 (NEW).]

4. Renewal of registered name. A foreign corporation whose registration is effective may renew the registration for a successive year by delivering for filing to the Secretary of State a renewal application that complies with the requirements of subsection 2 between October 1st and December 31st. The renewal application, when filed, renews the registration for the following calendar year. [PL 2003, c. 344, Pt. B, §13 (NEW).]

5. Qualify as foreign corporation. A foreign corporation whose registration is effective may, after the registration is effective, qualify as a foreign corporation under the registered name or may consent in writing to the use of that name by a corporation incorporated under this Title or by another foreign corporation authorized to transact business in this State. The registration terminates when the domestic corporation is incorporated or the foreign corporation qualifies or consents to the qualification of another foreign corporation under the registered name. [PL 2003, c. 344, Pt. B, §13 (NEW).]
13-C M.R.S. § 741 — ME Code / Title 13-C / Chapter 7 / Section 741
13-C §741. Voting trusts
Status: in_force

1. Creation of voting trust. One or more shareholders may create a voting trust, conferring on a trustee the right to vote or otherwise act for them, by signing an agreement setting out the provisions of the trust, which may include anything consistent with its purpose, and transferring their shares to the trustee. When a voting trust agreement is signed, the trustee shall prepare a list of the names and addresses of all owners, together with the number and class of shares each transferred to the trust, and deliver copies of the list and agreement to the corporation's principal office. [PL 2015, c. 259, §11 (AMD).]

2. Effective date of voting trust. A voting trust becomes effective on the date the first shares subject to the trust are registered in the trustee's name. [PL 2015, c. 259, §11 (AMD).]

3. Extension authorized. [PL 2015, c. 259, §11 (RP).]

4. Limits. Limits, if any, on duration of a voting trust are as set forth in the voting trust. A voting trust that became effective when this section provided a 21-year limit on its duration under former subsection 3 remains governed by the provisions of this section then in effect, unless the voting trust is amended to provide otherwise by unanimous agreement of the parties to the voting trust. [PL 2015, c. 259, §11 (NEW).]
13 M.R.S. § 1142 — ME Code / Title 13 / Part 2 / Chapter 83 / Section 1142
13 §1142. Family burying grounds
Status: in_force

When a person appropriates for a family burying ground a piece of land containing not more than 1/4 of an acre, causes a description of it to be recorded in the registry of deeds of the same county or by the clerk of the town where it is situated and substantially marks the bounds of the burying ground or encloses it with a fence, it is exempt from attachment and execution. No subsequent conveyance of it is valid while any person is interred in the burying ground; but it must remain to the person who appropriated, recorded and marked that burying ground and to that person's heirs as a burial place forever. If property surrounding a burying ground appropriated pursuant to this section is conveyed, the property is conveyed by the person who appropriated the property or by an heir of that person and the conveyance causes the burying ground to be inaccessible from any public way, the conveyance is made subject to an easement for the benefit of the spouse, ancestors and descendants of any person interred in the burying ground. The easement may be used only by persons to walk in a direct route from the public way nearest the burying ground to the burying ground at reasonable hours. [PL 1991, c. 412, §1 (AMD).]
13-C M.R.S. § 1007 — ME Code / Title 13-C / Chapter 10 / Section 1007
13-C §1007. Restated articles of incorporation
Status: in_force

1. Consolidation into single document. A corporation's board of directors may restate its articles of incorporation at any time, with or without shareholder approval, to consolidate all amendments into a single document. The restatement may omit statements as to the incorporator or incorporators and the initial directors. [PL 2003, c. 344, Pt. B, §96 (AMD).]

2. Inclusion of amendments requiring shareholder approval. If the restated articles of incorporation include one or more new amendments that require shareholder approval, the amendments must be adopted and approved as provided in section 1003 . [PL 2001, c. 640, Pt. A, §2 (NEW); PL 2001, c. 640, Pt. B, §7 (AFF).]

3. Filing restated articles. A corporation that restates its articles of incorporation shall deliver to the Secretary of State for filing articles of restatement setting forth the name of the corporation and the text of the restated articles of incorporation together with a certificate that states that the restated articles of incorporation consolidate all amendments into a single document. If a new amendment is included in the restated articles of incorporation, the certificate must also include the statements required under section 1006 . [PL 2001, c. 640, Pt. A, §2 (NEW); PL 2001, c. 640, Pt. B, §7 (AFF).]

4. Original articles superseded. Duly adopted restated articles of incorporation supersede the original articles of incorporation and all earlier amendments to the articles of incorporation. [PL 2001, c. 640, Pt. A, §2 (NEW); PL 2001, c. 640, Pt. B, §7 (AFF).]

5. Certification of restated articles. The Secretary of State may certify restated articles of incorporation as the articles of incorporation currently in effect without including the certificate information required by subsection 3 . [PL 2001, c. 640, Pt. A, §2 (NEW); PL 2001, c. 640, Pt. B, §7 (AFF).]
13-B M.R.S. § 717 — ME Code / Title 13-B / Chapter 7 / Section 717
13-B §717. General standards for directors
Status: in_force

1. Discharge duties. A director shall discharge the director's duties: A. In good faith; [PL 2001, c. 550, Pt. C, §18 (NEW); PL 2001, c. 550, Pt. C, §29 (AFF).] B. With the care an ordinarily prudent person in a like position would exercise under similar circumstances; and [PL 2001, c. 550, Pt. C, §18 (NEW); PL 2001, c. 550, Pt. C, §29 (AFF).] C. In a manner the director reasonably believes to be in the best interests of the corporation. [PL 2001, c. 550, Pt. C, §18 (NEW); PL 2001, c. 550, Pt. C, §29 (AFF).] [PL 2001, c. 550, Pt. C, §18 (NEW); PL 2001, c. 550, Pt. C, §29 (AFF).]

2. Rely on information. In discharging the director's duties, a director is entitled to rely on information, opinions, reports or statements, including financial statements and other financial data, if prepared or presented by: A. One or more officers or employees of the corporation whom the director reasonably believes to be reliable and competent in the matters presented; [PL 2001, c. 550, Pt. C, §18 (NEW); PL 2001, c. 550, Pt. C, §29 (AFF).] B. Legal counsel or a public accountant or other person as to matters the director reasonably believes are within the person's professional or expert competence; or [PL 2001, c. 550, Pt. C, §18 (NEW); PL 2001, c. 550, Pt. C, §29 (AFF).] C. A committee of the board of directors of which the director is not a member, as to the matters within its jurisdiction, if the director reasonably believes the committee merits confidence. [PL 2001, c. 550, Pt. C, §18 (NEW); PL 2001, c. 550, Pt. C, §29 (AFF).] A director is not acting in good faith if the director relies on information, opinions, reports or statements that the director knows or has reason to believe are unwarranted. [PL 2001, c. 550, Pt. C, §18 (NEW); PL 2001, c. 550, Pt. C, §29 (AFF).]

3. Performance; compliance. A director is not liable for the performance of the duties of the director's office if the director acted in compliance with this section and, if a conflict-of-interest transaction is involved, the transaction was fair to the corporation or was approved pursuant to section 718 . [PL 2001, c. 550, Pt. C, §18 (NEW); PL 2001, c. 550, Pt. C, §29 (AFF).]

4. Trustee. A director is not considered a trustee with respect to the director's corporation or with respect to any property held or administered by that corporation, including, without limitation, property that may be subject to restrictions imposed by the donor or transferor of the property. [PL 2001, c. 550, Pt. C, §18 (NEW); PL 2001, c. 550, Pt. C, §29 (AFF).]
13-C M.R.S. § 860 — ME Code / Title 13-C / Chapter 8 / Section 860
13-C §860. Exclusivity of subchapter
Status: in_force

A corporation may provide indemnification or advance expenses to a director or an officer only as permitted by this subchapter. [PL 2001, c. 640, Pt. A, §2 (NEW); PL 2001, c. 640, Pt. B, §7 (AFF).]
13-B M.R.S. § 1105 — ME Code / Title 13-B / Chapter 11 / Section 1105
13-B §1105. Dissolution pursuant to court order
Status: in_force

Courts of equity have full power to decree the dissolution of, and to liquidate the assets and affairs of, a corporation: [PL 2001, c. 550, Pt. C, §24 (AMD); PL 2001, c. 550, Pt. C, §29 (AFF).]

1. Action by member or director. In an action by a member or director when it is made to appear: A. That the directors are deadlocked in the management of the corporate affairs and that irreparable injury to the corporation is being suffered or is threatened by reason of the deadlock, and either that the members are unable to break the deadlock or there are no members having voting rights; [PL 2001, c. 550, Pt. C, §24 (AMD); PL 2001, c. 550, Pt. C, §29 (AFF).] B. That the acts of the directors or those in control of the corporation are illegal or fraudulent; [PL 1977, c. 525, §13 (NEW).] C. That the members entitled to vote in the election of directors are deadlocked in voting power and have failed for at least 2 years to elect successors to directors whose terms have expired or would have expired upon the election of their successors; [PL 1977, c. 525, §13 (NEW).] D. That the corporate assets are being misapplied or wasted; or [PL 1977, c. 525, §13 (NEW).] E. That the corporation is unable to carry out its purposes; [PL 1977, c. 525, §13 (NEW).] [PL 2001, c. 550, Pt. C, §24 (AMD); PL 2001, c. 550, Pt. C, §29 (AFF).]

2. Action by creditor of corporation. In an action by a creditor of the corporation: A. When the claim of the creditor has been reduced to judgment and an execution thereon has been returned unsatisfied and it is established that the corporation is insolvent; or [PL 1977, c. 525, §13 (NEW).] B. When the corporation has admitted in writing that the claim of the creditor is due and owing and it is established that the corporation is insolvent; [PL 1977, c. 525, §13 (NEW).] [PL 1977, c. 525, §13 (NEW).]

2-A. Action by Attorney General regarding public benefit corporation. In an action brought to court by the Attorney General relating to a public benefit corporation, if it is established that: A. The corporation obtained its articles of incorporation through fraud; [PL 2001, c. 550, Pt. C, §24 (NEW); PL 2001, c. 550, Pt. C, §29 (AFF).] B. The corporation has exceeded or abused the authority conferred upon it by law; [PL 2001, c. 550, Pt. C, §24 (NEW); PL 2001, c. 550, Pt. C, §29 (AFF).] C. The assets of the corporation are being misapplied or wasted; or [PL 2001, c. 550, Pt. C, §24 (NEW); PL 2001, c. 550, Pt. C, §29 (AFF).] D. The corporation is no longer able to carry out its purposes; [PL 2001, c. 550, Pt. C, §24 (NEW); PL 2001, c. 550, Pt. C, §29 (AFF).] [PL 2001, c. 550, Pt. C, §24 (NEW); PL 2001, c. 550, Pt. C, §29 (AFF).]

3. Complaint. Upon complaint by a corporation to have its dissolution continued under the supervision of the court; and [PL 2001, c. 550, Pt. C, §24 (AMD); PL 2001, c. 550, Pt. C, §29 (AFF).]

4. Liquidation of affairs precedes entry of decree. When an action has been filed by the Attorney General to dissolve a corporation and it is established that liquidation of its affairs should precede the entry of a decree of dissolution. [PL 2001, c. 550, Pt. C, §24 (AMD); PL 2001, c. 550, Pt. C, §29 (AFF).]

5. Proceedings brought in county where registered. [PL 2001, c. 550, Pt. C, §24 (RP); PL 2001, c. 550, Pt. C, §29 (AFF).]

A proceeding under this section must be brought in the county in which the registered office or the principal office of the corporation is situated. It is not necessary to make directors or members parties to such an action or proceeding unless relief is sought against them personally. [PL 2001, c. 550, Pt. C, §24 (NEW); PL 2001, c. 550, Pt. C, §29 (AFF).]
13-B M.R.S. § 1101-A — ME Code / Title 13-B / Chapter 11 / Section 1101-A
13-B §1101-A. Voluntary dissolution by incorporators
Status: in_force

A corporation that has not carried on activities may be voluntarily dissolved by its incorporator or incorporators at any time after the filing date of its articles of incorporation in the following manner. [PL 1995, c. 458, §9 (NEW).]

1. Articles of dissolution. Articles of dissolution must be executed by a majority of the incorporators and delivered for filing, as provided by sections 104 and 106 , and must set forth: A. The name of the corporation; [PL 1995, c. 458, §9 (NEW).] B. The filing date of its articles of incorporation; [PL 1995, c. 458, §9 (NEW).] C. That the corporation has not carried on activities; [PL 1995, c. 458, §9 (NEW).] D. That no debts of the corporation remain unpaid, including the filing of the annual report as required by section 1301 and any fees or penalties owed to the Secretary of State under section 1112 ; and [PL 2007, c. 231, §9 (AMD).] E. That a majority of the incorporators consent to the dissolution of the corporation. [PL 1995, c. 458, §9 (NEW).] [PL 2007, c. 231, §9 (AMD).]

2. Corporation's existence ceases. On the filing date of the articles of dissolution, the existence of the corporation ceases. [PL 1995, c. 458, §9 (NEW).]

3. No vote or action of directors. Dissolution pursuant to this section does not require any vote or action of the directors. [PL 1995, c. 458, §9 (NEW).]
13 M.R.S. § 2005 — ME Code / Title 13 / Part 2 / Chapter 87 / Section 2005
13 §2005. General corporation law; applicability
Status: in_force

The provisions of the general laws relating to business corporations and all powers and rights thereunder, apply to associations, except where such provisions are in conflict with or inconsistent with the express provisions of this chapter.
13-C M.R.S. § 651 — ME Code / Title 13-C / Chapter 6 / Section 651
13-C §651. Distributions to shareholders
Status: in_force

1. Distributions. A board of directors of a corporation may authorize and the corporation may make distributions to its shareholders subject to restriction by the articles of incorporation and the limitation in subsection 3 . [PL 2001, c. 640, Pt. A, §2 (NEW); PL 2001, c. 640, Pt. B, §7 (AFF).]

2. Record date. If the board of directors of a corporation does not fix the record date for determining shareholders entitled to a distribution, other than one involving a purchase, redemption or other acquisition of the corporation's shares, then the record date is the date the board of directors authorizes the distribution. [PL 2001, c. 640, Pt. A, §2 (NEW); PL 2001, c. 640, Pt. B, §7 (AFF).]

3. Distribution prohibited. A distribution may not be made if, after giving the distribution effect: A. The corporation would not be able to pay its debts as they become due in the usual course of business; or [PL 2001, c. 640, Pt. A, §2 (NEW); PL 2001, c. 640, Pt. B, §7 (AFF).] B. The corporation's total assets would be less than the sum of its total liabilities plus, unless the articles of incorporation permit otherwise, the amount that would be needed, if the corporation were to be dissolved at the time of the distribution, to satisfy the preferential rights upon dissolution of shareholders whose preferential rights are superior to those receiving the distribution. [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. Basis for determination. The board of directors of a corporation may base a determination that a distribution is not prohibited under subsection 3 either on financial statements prepared on the basis of accounting practices and principles that are reasonable in the circumstances or on a fair valuation or other method that is reasonable in the circumstances. [PL 2001, c. 640, Pt. A, §2 (NEW); PL 2001, c. 640, Pt. B, §7 (AFF).]

5. Effect measured. Except as provided in subsection 7 , the effect of a distribution under subsection 3 is measured: A. In the case of distribution by purchase, redemption or other acquisition of the corporation's shares, as of the earlier of the date money or other property is transferred or debt incurred by the corporation or the date the shareholder ceases to be a shareholder with respect to the acquired shares; [PL 2001, c. 640, Pt. A, §2 (NEW); PL 2001, c. 640, Pt. B, §7 (AFF).] B. In the case of any other distribution of indebtedness, as of the date the indebtedness is distributed; and [PL 2001, c. 640, Pt. A, §2 (NEW); PL 2001, c. 640, Pt. B, §7 (AFF).] C. In all other cases, as of the date the distribution is authorized if the payment occurs within 120 days after the date of authorization or the date the payment is made if it occurs more than 120 days after the date of authorization. [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. Indebtedness to shareholder. A corporation's indebtedness to a shareholder incurred by reason of a distribution made in accordance with this section is at parity with the corporation's indebtedness to its general, unsecured creditors except to the extent subordinated by agreement. [PL 2001, c. 640, Pt. A, §2 (NEW); PL 2001, c. 640, Pt. B, §7 (AFF).]

7. Indebtedness issued as a distribution. Indebtedness of a corporation, including indebtedness issued as a distribution, is not considered a liability for purposes of determinations under subsection 3 if the terms of the indebtedness provide that payment of principal and interest are made only if and to the extent that payment of a distribution to shareholders could then be made under this section. If indebtedness on those terms is issued as a distribution, each payment of principal or interest is treated as a distribution, the effect of which is measured on the date the payment is actually made. [PL 2003, c. 631, §16 (AMD).]

8. Application. This section does not apply to distributions in liquidation under chapter 14 . [PL 2001, c. 640, Pt. A, §2 (NEW); PL 2001, c. 640, Pt. B, §7 (AFF).]
13-B M.R.S. § 1201 — ME Code / Title 13-B / Chapter 12 / Section 1201
13-B §1201. Authorization of foreign corporations to carry on activities in this State; certain activities not deemed carrying on affairs
Status: in_force

1. Authorization needed. Except as provided in section 1215 , no foreign corporation shall carry on activities in this State until it shall have been authorized to do so as provided in this chapter, or as provided by some other public law of this State. A foreign corporation shall not be denied authority to carry on activities in this State solely because the laws of the jurisdiction of its incorporation differ from the laws of this State with respect to the organization and internal affairs of the corporation. [PL 1977, c. 525, §13 (NEW).]

2. Activities not deemed carrying on affairs. Without excluding other activities which may not constitute carrying on activities in this State, a foreign corporation shall not be deemed to be carrying on activities in this State, for purposes of this chapter, solely by reason of carrying on in this State any one or more of the following activities: A. Maintaining, defending or participating in any action or proceeding whether judicial, administrative, arbitrative or otherwise, or effecting the settlement thereof or the settlements of claims or disputes; [PL 1977, c. 525, §13 (NEW).] B. Holding meetings of its directors or members or carrying on other activities concerning its internal affairs; [PL 1977, c. 525, §13 (NEW).] C. Maintaining bank accounts; [PL 1977, c. 525, §13 (NEW).] D. Securing or collecting debts or enforcing any rights in property covering the same; [PL 1977, c. 525, §13 (NEW).] E. Effecting a transaction in interstate or foreign commerce; [PL 1977, c. 525, §13 (NEW).] F. Conducting within this State an isolated transaction which is completed within a period of 30 days and which is not in the course of a series or number of repeated transactions; [PL 1977, c. 525, §13 (NEW).] G. Soliciting by mail contributions to the corporation; or [PL 1977, c. 525, §13 (NEW).] H. Owning real estate [PL 1977, c. 525, §13 (NEW).] [PL 1977, c. 525, §13 (NEW).]

3. Standard for activities not established. This section shall not be deemed to establish a standard for activities which may subject a foreign corporation to service of process under this chapter or any other statute of this State. [PL 1977, c. 525, §13 (NEW).]
13 M.R.S. § 1386 — ME Code / Title 13 / Part 2 / Chapter 83 / Section 1386
13 §1386. Applicability
Status: in_force

This subchapter does not apply to any cemetery lot containing interment spaces for which permanent care and maintenance has been provided. [PL 1987, c. 579 (NEW).]

This subchapter does not apply to any cemetery of less than 1/2 of an acre. [PL 1987, c. 579 (NEW).]
13 M.R.S. § 2904 — ME Code / Title 13 / Part 2 / Chapter 93 / Section 2904
13 §2904. Refusal of assessors
Status: in_force

If the assessors unreasonably refuse, a justice of the peace on like application may issue a warrant to one of the applicants, who shall notify such meeting as prescribed in section 2861 or as agreed on by parish vote. [RR 2025, c. 1, Pt. E, §36 (COR).]
13-C M.R.S. § 958 — ME Code / Title 13-C / Chapter 9 / Section 958
13-C §958. Abandonment of entity conversion
Status: in_force

1. Conversion abandoned by board of directors. Unless otherwise provided in a plan of entity 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 entity conversion has become effective, it 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 an entity conversion is abandoned after articles of entity conversion or articles of charter surrender have been filed with the Secretary of State but before the entity conversion has become effective, a statement that the entity 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 entity conversion. Upon filing, the statement takes effect and the entity 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. § 3023 — ME Code / Title 13 / Part 2 / Chapter 93 / Section 3023
13 §3023. Qualification of voters; organization
Status: in_force

The resident members of such church 18 years of age and upward shall be voters at such meeting and in all meetings of the corporation. Such voters, assembled at the time and place notified, shall elect a moderator to preside over said meeting. They shall then, by ballot, proceed to vote upon the question whether the church will become incorporated. If 2/3 of the ballots cast shall be in favor of the church becoming incorporated, it shall thereupon become a body corporate with all the powers, rights and duties incident to corporations, with the right to take by gift, purchase, devise or bequest such personal and real property as may be useful for carrying on its local work, and may dispose of the same at pleasure, have perpetual succession, a corporate seal and change the same at pleasure. [PL 1971, c. 598, §14 (AMD).]
13-C M.R.S. § 621 — ME Code / Title 13-C / Chapter 6 / Section 621
13-C §621. Subscription for shares before incorporation
Status: in_force

1. Revocability. A subscription for shares entered into before incorporation is irrevocable for 6 months unless the subscription agreement provides a longer or shorter period or all the subscribers agree to revocation. [PL 2001, c. 640, Pt. A, §2 (NEW); PL 2001, c. 640, Pt. B, §7 (AFF).]

2. Payment terms. The board of directors of a corporation may determine the payment terms of a subscription for shares that was entered into before incorporation, unless the subscription agreement specifies the payment terms. A call for payment by the board of directors must be uniform as far as practicable as to all shares of the same class or series, unless the subscription agreement specifies otherwise. [PL 2001, c. 640, Pt. A, §2 (NEW); PL 2001, c. 640, Pt. B, §7 (AFF).]

3. Receipt of consideration. Shares issued pursuant to subscriptions entered into before incorporation are fully paid and nonassessable when the corporation receives the consideration specified in the subscription agreement. [PL 2001, c. 640, Pt. A, §2 (NEW); PL 2001, c. 640, Pt. B, §7 (AFF).]

4. Default; rescission. If a subscriber defaults in payment of money or property under a subscription agreement entered into before incorporation, the corporation may collect the amount owed as any other debt. Alternatively, unless the subscription agreement provides otherwise, the corporation may rescind the agreement and may sell the shares if the debt remains unpaid for more than 20 days after the corporation sends a written demand for payment to the subscriber. [PL 2011, c. 274, §15 (AMD).]

5. Contract. A subscription agreement entered into after incorporation is a contract between the subscriber and the corporation subject to section 622 . [PL 2001, c. 640, Pt. A, §2 (NEW); PL 2001, c. 640, Pt. B, §7 (AFF).]
13 M.R.S. § 2063 — ME Code / Title 13 / Part 2 / Chapter 87 / Section 2063
13 §2063. Meetings
Status: in_force

The bylaws may provide for the time, place and manner of calling and conducting meetings of the association.
13 M.R.S. § 1032 — ME Code / Title 13 / Part 2 / Chapter 83 / Section 1032
13 §1032. Disposal of bodies
Status: in_force

Except as otherwise provided by law, or in case of a dead body being rightfully carried through or removed from the State for the purpose of burial or disposition elsewhere, every dead body of a human being dying within the State and the remains of any body after dissection therein must be decently buried, entombed in a mausoleum, vault or tomb, cremated or subjected to natural organic reduction within a reasonable time after death. The permanent disposition of such bodies or remains must be by interment in the earth, or deposit in a chamber, vault or tomb of a cemetery owned, maintained and operated in accordance with the laws of this State, by deposit in a crypt of a mausoleum or by cremation or natural organic reduction. The remains of a human body after cremation or natural organic reduction may be deposited in a niche of a columbarium or a crypt of a mausoleum, scattered in an area of a cemetery, buried or disposed of in any manner not contrary to law. A deposit of the bodies or remains of the human dead may not be made in a single chamber, vault or tomb partly above and partly below the natural surface of the ground, unless the part thereof below such surface is of a permanent character, constructed of materials capable of withstanding extreme climatic conditions, waterproof and airtight, and capable of being sealed permanently to prevent all escape of effluvia, and unless the part thereof above the natural surface of the ground is constructed of natural stone of a standard not less than that required by the United States Government for monuments erected in national cemeteries, or durability sufficient to withstand all conditions of weather. [PL 2023, c. 676, §2 (AMD).]
13-B M.R.S. § 712 — ME Code / Title 13-B / Chapter 7 / Section 712
13-B §712. Loans to directors and officers prohibited
Status: in_force

No loans shall be made by a corporation to its directors or officers. Any director or officer who assents to or participates in the making of any such loan shall be liable to the corporation for the amount of such loan until the repayment thereof. [PL 1977, c. 525, §13 (NEW).]
13-C M.R.S. § 874 — ME Code / Title 13-C / Chapter 8 / Section 874
13-C §874. Shareholders' action
Status: in_force

1. Shareholders' action. Shareholders' action regarding a director's conflicting-interest transaction is effective for purposes of section 872, subsection 2, paragraph B if a majority of the votes cast by the holders of all qualified shares are in favor of the transaction after: A. Notice to shareholders describing the action to be taken regarding the transaction; [PL 2007, c. 289, §30 (AMD).] B. Provision to the corporation of the information referred to in subsection 4 ; and [PL 2007, c. 289, §30 (AMD).] C. Communication to the shareholders entitled to vote on the transaction of the information that is the subject of required disclosure, to the extent the information is not known by them. [PL 2007, c. 289, §30 (AMD).] In the case of shareholders' action at a meeting, the shareholders entitled to vote are determined as of the record date for notice of the meeting. [PL 2011, c. 274, §36 (AMD).]

2. Qualified shares. [PL 2007, c. 289, §30 (RP).]

3. Quorum. A majority of the votes entitled to be cast by the holders of all qualified shares constitutes a quorum for purposes of compliance with this section. Subject to subsection 5 , shareholders' action that otherwise complies with this section is not affected by the presence of holders of shares that are not qualified shares, or the voting of shares that are not qualified shares. [PL 2007, c. 289, §30 (AMD).]

4. Identification of holdings. A director who has a conflicting interest regarding the transaction shall, before the shareholders' vote, inform the clerk or other officer or agent of the corporation authorized to tabulate votes, in writing, of the number of shares that the director knows are not qualified shares under subsection 3 and the identity of the holders of those shares. [PL 2007, c. 289, §30 (AMD).]

5. Failure to comply. If a shareholders' vote does not comply with subsection 1 solely because of a director's failure to comply with subsection 4 and if the director establishes that the failure was not intended to influence and did not in fact determine the outcome of the vote, the court may take such action regarding the transaction and the director and may give such effect, if any, to the shareholders' vote as the court considers appropriate in the circumstances. [PL 2007, c. 289, §30 (AMD).]

6. Authorization when qualified shareholder action not taken. When shareholders' action under this section does not satisfy a quorum or voting requirement applicable to the authorization of the transaction by reason of the articles of incorporation, the bylaws or a provision of law, independent action to satisfy those authorization requirements must be taken by the shareholders, in which action shareholders that are not qualified shareholders may participate. [PL 2007, c. 289, §30 (NEW).]

7. Definitions. As used in this section, unless the context otherwise indicates, the following terms have the following meanings. A. [PL 2015, c. 259, §15 (RP).] B. "Qualified shares" means all shares entitled to be voted with respect to the transaction except for shares that the secretary or other officer or agent of the corporation authorized to count votes either knows, or under subsection 4 is notified, are held by: (1) A director who has a conflicting interest regarding the transaction; or (2) A related person of the director, excluding a person described in section 871, subsection 3, paragraph G . [PL 2015, c. 259, §15 (AMD).] [PL 2015, c. 259, §15 (AMD).]
13 M.R.S. § 2691 — ME Code / Title 13 / Part 2 / Chapter 91 / Section 2691
13 §2691. Warrant for calling meetings
Status: in_force

When any 5 or a majority of the proprietors of lands or wharves held in common desire a meeting of the proprietors for the purpose of forming a corporation or for any other purpose, they may make written application signed by them or their agents to a justice of the peace residing in the county in which the lands or wharves are situated. The justice of the peace shall issue a warrant calling a meeting at the time and place and for the purposes distinctly stated in the application, directed to one of the proprietors, requiring the proprietor to give notice of the meeting. [RR 2025, c. 1, Pt. E, §29 (COR).]
13-B M.R.S. § 406 — ME Code / Title 13-B / Chapter 4 / Section 406
13-B §406. Powers of incorporators; organizational meeting
Status: in_force

1. Management of affairs until first annual meeting. If the persons who are to serve as directors until the first annual meeting of the members have not been named in the articles of incorporation, the incorporator or incorporators, until the directors are elected, shall manage the affairs of the corporation and may do whatever is necessary and proper to perfect the organization of the corporation, including the adoption of the original bylaws of the corporation and the election of directors. If the persons who are to serve as directors until the first annual meeting have been named in the articles of incorporation, the power of the incorporator or incorporators to act for the corporation shall terminate upon filing of the articles. If the initial directors have not been named in the articles, the power of the incorporator or incorporators shall terminate upon the election and qualification of at least one director. [PL 1977, c. 525, §13 (NEW).]

2. Organizational meeting. At any time before or after the filing date of the articles of incorporation, an organizational meeting of the incorporator or incorporators, or of the board of directors if the initial directors were named in the articles of incorporation, shall be held, either within or without this State, to adopt bylaws of the corporation, to elect directors, if the meeting is of the incorporators, to serve or hold office until the first annual meeting of the members, to elect officers if the meeting is of the directors, to do any other or further acts to complete the organization of the corporation and to transact such other business as may come before the meeting. Such meeting may be held without call, upon the unanimous agreement of the incorporators or directors, as the case may be, or upon call as provided in subsection 3 . [PL 1977, c. 525, §13 (NEW).]

3. Meeting; how called. If the organizational meeting is of the incorporators, it shall be held at the call of a majority of the incorporators. If the organizational meeting is of the directors named in the articles of incorporation, it shall be held at the call either of a majority of the incorporators or of a majority of the directors named in the articles. The person or persons calling the meeting shall give to each other incorporator or director, as the case may be, at least 3 days' written notice thereof by any usual means of communication. The notice shall state the time, place and purposes of the meeting. [PL 1977, c. 525, §13 (NEW).]

4. Waiver of notice. The provisions of section 705 pertaining to waiver of notice shall apply to the organizational meeting. [PL 1977, c. 525, §13 (NEW).]
13-C M.R.S. § 857 — ME Code / Title 13-C / Chapter 8 / Section 857
13-C §857. Indemnification of officers
Status: in_force

1. Permissible scope. A corporation may indemnify and advance expenses under this subchapter to an officer of the corporation who is a party to a proceeding because the officer is an officer of the corporation: A. To the same extent as a director; and [PL 2001, c. 640, Pt. A, §2 (NEW); PL 2001, c. 640, Pt. B, §7 (AFF).] B. If the officer is an officer but not a director, to such further extent as may be provided by the corporation's articles of incorporation, the bylaws, a resolution of the corporation's board of directors or a contract except for: (1) Liability in connection with a proceeding by or in the right of the corporation other than for reasonable expenses incurred in connection with the proceeding; or (2) Liability arising out of conduct that constitutes: (a) Receipt by the officer of a financial benefit to which the officer is not entitled; (b) An intentional infliction of harm on the corporation or the shareholders; or (c) An intentional violation of criminal law. [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. Dual capacity. Subsection 1, paragraph B applies to an officer who is also a director if the basis on which the officer is made a party to the proceeding is an act or omission solely as an officer. [PL 2003, c. 344, Pt. B, §68 (AMD).]

3. Mandatory indemnification. An officer who is not a director is entitled to mandatory indemnification under section 853 and may apply to a court under section 855 for indemnification or an advance for expenses, in each case to the same extent to which a director may be entitled to indemnification or an advance for expenses under those provisions. [PL 2001, c. 640, Pt. A, §2 (NEW); PL 2001, c. 640, Pt. B, §7 (AFF).]
13-C M.R.S. § 851 — ME Code / Title 13-C / Chapter 8 / Section 851
13-C §851. Definitions
Status: in_force

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

1. Corporation. "Corporation" includes any domestic or foreign predecessor entity of a corporation in a merger. [PL 2001, c. 640, Pt. A, §2 (NEW); PL 2001, c. 640, Pt. B, §7 (AFF).]

2. Director; officer. "Director" or "officer" means an individual who is or was a director or officer, respectively, of a corporation or who, while a director or officer of the corporation, is or was serving at the corporation's request as a director, officer, partner, trustee, employee or agent of another domestic or foreign corporation, partnership, joint venture, trust, employee benefit plan or other entity. A director or officer is considered to be serving an employee benefit plan at the corporation's request if the director's or officer's duties to the corporation also impose duties on, or otherwise involve services by, the director or officer to the plan or to participants in or beneficiaries of the plan. "Director" or "officer" includes, unless the context requires otherwise, the estate or personal representative of a director or officer. [PL 2001, c. 640, Pt. A, §2 (NEW); PL 2001, c. 640, Pt. B, §7 (AFF).]

3. Disinterested director. [PL 2007, c. 289, §20 (RP).]

4. Expenses. [PL 2007, c. 289, §21 (RP).]

5. Liability. "Liability" means the obligation to pay a judgment, settlement, penalty, fine, including an excise tax assessed with respect to an employee benefit plan, or expenses incurred with respect to a proceeding. [PL 2007, c. 289, §22 (AMD).]

6. Official capacity. "Official capacity" means: A. When used with respect to a director, the office of director in a corporation; and [PL 2001, c. 640, Pt. A, §2 (NEW); PL 2001, c. 640, Pt. B, §7 (AFF).] B. When used with respect to an officer, as contemplated in section 857 , the office in a corporation held by the officer. [PL 2001, c. 640, Pt. A, §2 (NEW); PL 2001, c. 640, Pt. B, §7 (AFF).] "Official capacity" does not include service for any other domestic or foreign corporation or any partnership, joint venture, trust, employee benefit plan or other entity. [PL 2001, c. 640, Pt. A, §2 (NEW); PL 2001, c. 640, Pt. B, §7 (AFF).]

7. Party. "Party" means an individual who was, is or is threatened to be made a defendant or respondent in a proceeding. [PL 2001, c. 640, Pt. A, §2 (NEW); PL 2001, c. 640, Pt. B, §7 (AFF).]

8. Proceeding. "Proceeding" means any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative, arbitrative or investigative and whether formal or informal. [PL 2001, c. 640, Pt. A, §2 (NEW); PL 2001, c. 640, Pt. B, §7 (AFF).]
13-C M.R.S. § 125 — ME Code / Title 13-C / Chapter 1 / Section 125
13-C §125. Effective time and date of document
Status: in_force

Except as provided in section 126, subsection 3 , a document accepted for filing takes effect on the date and at the time of filing, as evidenced by such means as the Secretary of State may use for the purpose of recording the date and time of filing, except that: [PL 2001, c. 640, Pt. A, §2 (NEW); PL 2001, c. 640, Pt. B, §7 (AFF).]

1. Time specified in document. If the document specifies a time as to its effective time on the date filed, then the document takes effect on the date filed and at the time specified; and [PL 2001, c. 640, Pt. A, §2 (NEW); PL 2001, c. 640, Pt. B, §7 (AFF).]

2. Delayed effective date; time. If the document specifies a delayed effective time and date, the document takes effect on the time and date specified, as long as the delayed effective date for the document is not later than the 90th day after the date it is filed. If the document specifies a delayed effective date but does not specify a time, the document is effective at the close of business on the specified date. [PL 2001, c. 640, Pt. A, §2 (NEW); PL 2001, c. 640, Pt. B, §7 (AFF).]
13-C M.R.S. § 859 — ME Code / Title 13-C / Chapter 8 / Section 859
13-C §859. Variation by corporate action; application of subchapter
Status: in_force

1. Undertakings to indemnify. A corporation may, by a provision in its articles of incorporation or bylaws or in a resolution adopted or a contract approved by its board of directors or shareholders, obligate itself in advance of the act or omission giving rise to a proceeding to provide indemnification in accordance with section 852 or advance funds to pay for or reimburse expenses in accordance with section 854 . Such an obligatory provision is deemed to satisfy the requirements for authorization referred to in sections 854, subsection 3 and 856, subsection 3 . Any such provision that obligates the corporation to provide indemnification to the fullest extent permitted by law is deemed to obligate the corporation to advance funds to pay for or reimburse expenses in accordance with section 854 to the fullest extent permitted by law, unless the provision specifically provides otherwise. [PL 2003, c. 344, Pt. B, §68 (AMD).]

1-A. Right to indemnification or to advances for expenses. A right to indemnification or to advances for expenses created by this subchapter or under subsection 1 and in effect at the time of an act or omission giving rise to the right to indemnification or advances may not be eliminated or impaired with respect to that act or omission by an amendment of the articles of incorporation or bylaws or a resolution of the board of directors or shareholders, adopted after the occurrence of the act or omission, unless, in the case of a right to indemnification or to advances for expenses created under subsection 1 , the provision creating the right and in effect at the time of the act or omission explicitly authorizes the elimination or impairment after the act or omission has occurred. [PL 2011, c. 274, §34 (NEW).]

2. Predecessors. A provision pursuant to subsection 1 may not obligate the corporation to indemnify or advance expenses to a director of a predecessor of the corporation pertaining to conduct with respect to the predecessor unless otherwise specifically provided. A provision for indemnification or an advance for expenses in the corporation's articles of incorporation or bylaws or a resolution of the corporation's board of directors or shareholders of a predecessor of the corporation in a merger or in a contract to which the predecessor is a party, existing at the time the merger takes effect, is governed by section 1107, subsection 1 , paragraph D. [PL 2003, c. 344, Pt. B, §68 (AMD).]

3. Limits. Subject to subsection 1‑A , a corporation may, by a provision in its articles of incorporation, limit the right to indemnification or to an advance for expenses created by or pursuant to this subchapter. [PL 2011, c. 274, §35 (AMD).]

4. Witness expenses. This subchapter does not limit a corporation's power to pay or reimburse expenses incurred by a director or an officer in connection with the director's or officer's appearance as a witness in a proceeding at a time when the director or officer is not a party to the proceeding. [PL 2003, c. 344, Pt. B, §68 (AMD).]

5. Insurance. This subchapter does not limit a corporation's power to indemnify, advance expenses to or provide or maintain insurance on behalf of an employee or agent. [PL 2003, c. 344, Pt. B, §68 (AMD).]
13 M.R.S. § 1823 — ME Code / Title 13 / Part 2 / Chapter 85 / Section 1823
13 §1823. Articles of incorporation
Status: in_force

The articles of incorporation must set forth: [PL 2009, c. 56, §10 (AMD).]

1. Name. The name of the association which may or may not include the word "cooperative";

2. Purposes. Its purposes;

3. Duration. Its duration;

4. Location of office. The mailing address and physical address, if different, of its registered office in this State; [PL 2009, c. 56, §11 (AMD).]

5. Name and address of incorporators; number of shares. The name and mailing address and physical address, if different, of the incorporators, and if organized with capital stock, a statement of the number of shares subscribed by each, which may not be less than one, and the class of shares for which each subscribes; [PL 2009, c. 56, §12 (AMD).]

6. Names and addresses of first directors. The names and mailing addresses and physical addresses, if different, of the first directors; [PL 2009, c. 56, §13 (AMD).]

7. With or without capital stock; if with, par value shares. Whether organized with or without capital stock; and if organized with capital stock the total authorized number of par value shares and the par value of each share, and if any of its shares have no par value, the authorized number of such shares; and if more than one class of stock is authorized, a description of the classes of shares, the number of shares in each class, the relative rights, preferences and restrictions granted to or imposed upon the shares of each class and the dividends to which each class shall be entitled;

8. If without, rights and interests of members. If organized without capital stock, whether the property rights and interests of each member are equal or unequal; if unequal, the rule by which such rights and interests shall be determined; and

9. Other provisions. The articles may contain any other provisions, consistent with law for regulating the association's business or the conduct of its affairs, the establishment of voting districts, the election of delegates to represent such districts and the members residing therein, for voting by proxy, and issuance, retirement and transfer of memberships and stock.
13-B M.R.S. § 202 — ME Code / Title 13-B / Chapter 2 / Section 202
13-B §202. General powers
Status: in_force

1. Powers. Subject to any limitations contained in this Act or in any other law, each corporation shall have power: A. To exist perpetually. No corporation formed under this Act may specify a lesser period of existence, but this shall not limit the power of a corporation to terminate its existence as provided by law; [PL 1977, c. 525, §13 (NEW).] B. To sue and be sued in its corporate name, and to participate in any judicial, administrative, arbitrative or other proceeding; [PL 1977, c. 525, §13 (NEW).] C. To adopt and alter a corporate seal and to use the same as a facsimile thereof; [PL 1977, c. 525, §13 (NEW).] D. To elect, appoint or hire officers, agents and employees of the corporation, and to define their duties and fix their compensation; [PL 1977, c. 525, §13 (NEW).] E. To make and alter bylaws, not inconsistent with its articles of incorporation or with the laws of this State, for the administration and regulation of the activities of the corporation; [PL 1977, c. 525, §13 (NEW).] F. To cease its corporate activities and surrender its corporate franchise; [PL 1977, c. 525, §13 (NEW).] G. To make donations irrespective of corporate benefit for any charitable, scientific, educational or welfare purpose; and contributions for political candidates, parties and issues, to the extent permitted by law; [PL 1977, c. 525, §13 (NEW).] H. To establish and carry out pension plans, pension trusts, other incentive plans for any or all of its directors, officers and employees; and to pay pensions and similar payments to its directors, officers or employees, and their families; [PL 1977, c. 525, §13 (NEW).] I. With respect to any property of any description or interest therein, wherever situated, including, but not limited to, real property: (1) To acquire, by purchase, lease, gift, will or otherwise; (2) To own, hold, use, improve and otherwise deal in; and (3) To sell, convey, encumber, mortgage, pledge, lease, exchange or otherwise dispose of all or any part of such property; [PL 1977, c. 525, §13 (NEW).] J. To make contracts and incur liabilities, borrow money on such terms and conditions as it may determine, issue its notes and bonds and other obligations and secure any of its obligations by mortgage, pledge or other encumbrance of all or any part of its property, franchises and income; [PL 1977, c. 525, §13 (NEW).] K. To enter into contracts of guaranty or suretyship, unless in doing so the corporation would be engaging in an activity prohibited to business corporations organized under Title 13-C ; [PL 2003, c. 344, Pt. D, §11 (AMD).] L. To lend money, invest its funds from time to time and take and hold any property, including, but not limited to, real property, as security for payment of funds so loaned or invested, unless in doing so the corporation would be engaging in a business prohibited to business corporations organized under Title 13-C ; [PL 2003, c. 344, Pt. D, §11 (AMD).] M. To lend money to its employees other than its officers and directors and otherwise to assist its employees, officers and directors; [PL 1977, c. 525, §13 (NEW).] N. To conduct its activities, carry on its operations and have offices and exercise the powers granted by this Act in any state, territory, district or possession of the United States or in any foreign country; [PL 1977, c. 525, §13 (NEW).] O. To purchase, take, receive, subscribe for or otherwise acquire, own, hold, vote, use, employ, sell, mortgage, lend, pledge or otherwise use and deal in and with: (1) The shares or other interests in or obligations of domestic business or foreign business corporations, associations, partnerships or individuals; and (2) The obligations of the United States or any other government, state, territory, municipality or governmental district, or of any instrumentality thereof; [PL 1997, c. 376, §18 (AMD).] P. To form, or acquire the control of, other corporations or business corporations; [PL 1977, c. 525, §13 (NEW).] Q. To participate with others in any corporation, partnership, transaction, arrangement, operation, organization or venture which the corporation has power to conduct by itself, even if such participation involves sharing or delegation of control with or to others; [PL 1977, c. 525, §13 (NEW).] R. To reimburse and indemnify litigation expenses of directors, officers and employees, as provided for in section 714 ; [PL 1989, c. 857, §51 (AMD).] S. To have and exercise all powers necessary or convenient to effect the purposes for which the corporation is organized, or to further the activities in which the corporation may lawfully be engaged; and [PL 1989, c. 857, §51 (AMD).] T. To engage in legislative liaison activities, including gathering information regarding legislation, analyzing the effect of legislation, communicating with Legislators and attending and giving testimony at legislative sessions, public hearings or committee hearings, notwithstanding any rule adopted by the Department of Health and Human Services. [PL 2005, c. 397, Pt. C, §11 (AMD).] [PL 2005, c. 397, Pt. C, §11 (AMD).]

2. Limitation. The articles of incorporation of any corporation subject to this Act may limit the powers conferred by subsection 1 , except to the extent that any such limitation is inconsistent with any provision of this Act or with any other law of this State. [PL 1977, c. 525, §13 (NEW).]

3. Powers enumerated. It shall not be necessary to set forth in the articles of incorporation any of the powers enumerated in this section; but unless expressly excluded by the articles or limited by statute, each corporation shall have all the powers enumerated in this section whether or not some or all of them are also enumerated in the articles. [PL 1977, c. 525, §13 (NEW).]
13 M.R.S. § 3172 — ME Code / Title 13 / Part 2 / Chapter 93 / Section 3172
13 §3172. First meeting of trustees
Status: in_force

The first meeting in any year of the trustees constituted by sections 3162 and 3171 may be called by 7 days' personal notice of the time and place thereof, given by one of them to all the others.
13 M.R.S. § 1747 — ME Code / Title 13 / Part 2 / Chapter 85 / Section 1747
13 §1747. Articles of incorporation; minimum requirements
Status: in_force

Articles of incorporation of a cooperative affordable housing corporation must contain the following provisions in addition to those required by Title 13‑C : [RR 2001, c. 2, Pt. B, §28 (COR); RR 2001, c. 2, Pt. B, §58 (AFF).]

1. One class of stock. A statement that the cooperative affordable housing corporation has only one class of stock; [PL 1993, c. 300, §1 (NEW).]

2. Restrictions on transfers. A statement of restrictions, if any, upon transfers of shares; [PL 1993, c. 300, §1 (NEW).]

3. Rate of dividend. The rate of dividend, if any, allocable to membership shares, which may not exceed 6% per annum on invested capital; [PL 1993, c. 300, §1 (NEW).]

4. Acquire membership. The conditions, if any, under which the cooperative affordable housing corporation reserves the right to acquire membership shares; [PL 1993, c. 300, §1 (NEW).]

5. Distribution upon dissolution. The basis for distribution of assets in the event of dissolution; [PL 1993, c. 300, §1 (NEW).]

6. Allocation of ownership and voting interests. The method of allocation of ownership and voting interests in the cooperative affordable housing corporation; and [PL 1993, c. 300, §1 (NEW).]

7. Right of first refusal. The conditions, if any, under which the cooperative affordable housing corporation has a right of first refusal upon proposed transfers of cooperative interest. [PL 1993, c. 300, §1 (NEW).]
13 M.R.S. § 1754 — ME Code / Title 13 / Part 2 / Chapter 85 / Section 1754
13 §1754. Limited equity cooperatives
Status: in_force

A cooperative affordable housing corporation may organize as a limited equity cooperative in order to fulfill the public purpose of providing and preserving housing for persons and households of low income and moderate income at the time that they purchase their memberships. In addition to safeguarding the public purpose, a limited equity cooperative must meet the following requirements. [PL 1993, c. 300, §1 (NEW).]

1. Sale of interest based on limited equity formula. The articles of incorporation must require that cooperative interests be sold at no more than a transfer value determined by a limited equity formula contained in the articles. That value must be consistent with the object of maintaining long-term affordability of cooperative interests for persons or households of low income and moderate income. [PL 1993, c. 300, §1 (NEW).]

2. Maintenance of affordability. A limited equity formula, once established by a cooperative affordable housing corporation in its articles of incorporation, may be amended only if that amendment does not make the cooperative membership unaffordable for classes of low-income or moderate-income households for which the cooperative affordable housing corporation was originally incorporated. A cooperative affordable housing corporation once organized under this section may not reorganize as other than a limited equity cooperative or group equity cooperative without first dissolving. [PL 2023, c. 513, §4 (AMD).]

3. Uphold public purpose. A limited equity cooperative may not sell all or substantially all of its assets if such sale is intended to circumvent the public purpose of this section. [PL 1993, c. 300, §1 (NEW).]

4. Right to repurchase. The articles of incorporation must require that the cooperative affordable housing corporation has the first right to repurchase a member's cooperative interest. [PL 1993, c. 300, §1 (NEW).]

5. Limit on capital distribution. The articles of incorporation must require that the total distribution of capital to a member not exceed the transfer value. [PL 1993, c. 300, §1 (NEW).]

6. Distribution upon dissolution. The articles of incorporation must require that upon dissolution of the cooperative affordable housing corporation any assets remaining after retirement of corporate debts and distribution to members must be distributed to a charitable organization described in the Internal Revenue Code of 1986, Section 501(c)(3), as amended, a public agency or another limited equity cooperative whose formula for determining transfer value is no less restrictive than that of the cooperative affordable housing corporation being dissolved. [PL 1993, c. 300, §1 (NEW).]

7. Sublease limitations. The articles of incorporation must require that a sublease of a unit may not require monthly payments by the sublessee in excess of 100% of the monthly payments for the unit required in the proprietary lease. [PL 1993, c. 300, §1 (NEW).]

8. Minimum occupancy requirement. At least 80% of a limited equity cooperative's occupied units must be occupied by members. [PL 1993, c. 300, §1 (NEW).]

9. Residents only. Voting authority may not be assigned to nonresidents, except for any assignment as security for a share loan or as security for a loan for construction, acquisition or permanent financing of cooperative property. [PL 1993, c. 300, §1 (NEW).]
13 M.R.S. § 747 — ME Code / Title 13 / Part 1 / Chapter 22-A / Section 747
13 §747. Cancellation of disqualified shares
Status: in_force

If the shares of a disqualified person are not acquired pursuant to section 743 within 10 months after the death of the shareholder or within 5 months after the disqualification or transfer, the professional corporation shall immediately cancel the shares on its books and the disqualified person has no further interest as a shareholder in the corporation other than the right to payment for the shares under section 743 . [PL 2001, c. 640, Pt. B, §2 (NEW); PL 2001, c. 640, Pt. B, §7 (AFF).]
13 M.R.S. § 1507 — ME Code / Title 13 / Part 2 / Chapter 85 / Section 1507
13 §1507. Limitation on return on capital
Status: in_force

The return upon capital shall not exceed 6% per year upon the paid-up capital and shall be noncumulative.

Total return upon capital distributed for any single period shall not exceed 50% of the net savings for that period.
13-B M.R.S. § 1118 — ME Code / Title 13-B / Chapter 11 / Section 1118
13-B §1118. Late reinstatement of nonprofit corporation after administrative dissolution
Status: in_force

1. Application to reinstate nonprofit corporation. A nonprofit corporation that has been administratively dissolved for more than 6 years may apply to the Secretary of State for reinstatement. The application must: A. Provide the name of the corporation and the effective date of its administrative dissolution; [PL 2015, c. 254, §1 (NEW).] B. Provide a statement together with supporting documentation that the officer or director signing the application is duly authorized to act for the corporation; [PL 2015, c. 254, §1 (NEW).] C. Establish that the grounds for dissolution either did not exist or have been eliminated; [PL 2015, c. 254, §1 (NEW).] D. Demonstrate that the corporation's name satisfies the requirements of section 301-A or that the corporation is filing an amendment to change the name to satisfy the requirements of section 301‑A ; [PL 2015, c. 254, §1 (NEW).] E. Attest that no lawsuits are pending against the corporation; and [PL 2015, c. 254, §1 (NEW).] F. Explain the reason or reasons that reinstatement is being requested. [PL 2015, c. 254, §1 (NEW).] [PL 2015, c. 254, §1 (NEW).]

2. Determination of need to reinstate nonprofit corporation. If the Secretary of State determines that the application satisfies the requirements of subsection 1 and is accompanied by the reinstatement fee set forth in section 1401, subsection 35 , 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 may deny reinstatement if there are material misstatements provided in the application. The Secretary of State shall use the procedures set forth in section 1113, subsection 7 to deliver the notice to the corporation. [PL 2015, c. 254, §1 (NEW).]

3. Effect of reinstatement. When the reinstatement is effective under subsection 2 , it relates back to and takes effect as of the effective date of the administrative dissolution, and the corporation resumes activities as if the administrative dissolution had not occurred. [PL 2015, c. 254, §1 (NEW).]
13-C M.R.S. § 103-A — ME Code / Title 13-C / Chapter 1 / Section 103-A
13-C §103-A. Notice or other communication
Status: in_force

1. Written notice required unless oral notice reasonable; English. Notice under this Act must be in writing unless oral notice is reasonable under the circumstances. Unless otherwise agreed by the sender and the recipient, words in a notice or other communication under this Act must be in English. [PL 2011, c. 274, §12 (NEW).]

2. Methods of communicating notice. A notice or other communication may be given or sent by any method of delivery, except that electronic transmissions must be in accordance with this section. If these methods of delivery are impracticable, a notice or other communication may be communicated by a newspaper of general circulation in the area where published or by radio, television or other form of public broadcast communication. [PL 2011, c. 274, §12 (NEW).]

3. Written notice to corporation. Written notice to a domestic or foreign corporation authorized to transact business in this State is governed by Title 5, section 113 . [PL 2011, c. 274, §12 (NEW).]

4. Communication by electronic transmission. Notice or other communication may be delivered by electronic transmission if consented to by the recipient or if authorized by subsection 11 . [PL 2011, c. 274, §12 (NEW).]

5. Revocation of consent to electronic transmission. Any consent under subsection 4 may be revoked by the person who consented by written or electronic notice to the person to whom the consent was delivered. Any such consent is deemed revoked if: A. The corporation is unable to deliver 2 consecutive electronic transmissions given by the corporation in accordance with such consent; and [PL 2011, c. 274, §12 (NEW).] B. Such inability becomes known to the clerk, the secretary or an assistant secretary of the corporation or to the transfer agent or other person responsible for the giving of notice or other communication. The inadvertent failure to treat such inability as a revocation does not invalidate any meeting or other action. [PL 2011, c. 274, §12 (NEW).] [PL 2011, c. 274, §12 (NEW).]

6. Receipt of electronic transmission. Unless otherwise agreed between the sender and the recipient, an electronic transmission is deemed received when: A. It enters an information processing system that the recipient has designated or uses for the purposes of receiving electronic transmissions or information of the type sent and from which the recipient is able to retrieve the electronic transmission; and [PL 2011, c. 274, §12 (NEW).] B. It is in a form capable of being processed by the information processing system described in paragraph A . [PL 2011, c. 274, §12 (NEW).] [PL 2011, c. 274, §12 (NEW).]

7. Receipt from information processing system. Receipt of an electronic acknowledgment from an information processing system described in subsection 6, paragraph A establishes that an electronic transmission was received but, by itself, does not establish that the content sent corresponds to the content received. [PL 2011, c. 274, §12 (NEW).]

8. No individual aware of receipt. An electronic transmission is received under this section even if no individual is aware of its receipt. [PL 2011, c. 274, §12 (NEW).]

9. Notice or communication; when effective. Notice or other communication, if in a comprehensible form or manner, is effective at the earliest of the following: A. If in physical form, the earliest of when it is actually received and when it is left at: (1) A shareholder's address shown on the corporation's record of shareholders maintained by the corporation under section 1601, subsection 3 ; (2) A director's residence or usual place of business; or (3) The corporation's principal place of business; [PL 2011, c. 274, §12 (NEW).] B. If mailed by United States mail postage prepaid and correctly addressed to a shareholder, upon deposit in the United States mail; [PL 2011, c. 274, §12 (NEW).] C. If mailed by United States mail postage prepaid and correctly addressed to a recipient other than a shareholder, the earliest of when it is actually received and: (1) If sent by registered or certified mail, return receipt requested, the date shown on the return receipt signed by or on behalf of the addressee; or (2) Five days after it is deposited in the United States mail; [PL 2011, c. 274, §12 (NEW).] D. If an electronic transmission, when it is received as provided in subsection 6 ; or [PL 2011, c. 274, §12 (NEW).] E. If oral, when communicated. [PL 2011, c. 274, §12 (NEW).] [PL 2011, c. 274, §12 (NEW).]

10. Electronic transmission that cannot be directly reproduced in paper. A notice or other communication may be in the form of an electronic transmission that cannot be directly reproduced in paper form by the recipient through an automated process used in conventional commercial practice only if: A. The electronic transmission is otherwise retrievable in perceivable form; and [PL 2011, c. 274, §12 (NEW).] B. The sender and the recipient have consented in writing to the use of such form of electronic transmission. [PL 2011, c. 274, §12 (NEW).] [PL 2011, c. 274, §12 (NEW).]

11. Specific notice requirements govern. If this Act prescribes requirements for notices or other communications in particular circumstances, those requirements govern. If articles of incorporation or bylaws prescribe requirements for notices or other communications not inconsistent with this section or other provisions of this Act, those requirements govern. The articles of incorporation or bylaws may authorize or require delivery of notices of meetings of directors by electronic transmission. [PL 2011, c. 274, §12 (NEW).]

12. Computation of time for notice purposes. In computing the time for the giving of any notice required or permitted under this Act, or under the articles or bylaws of a corporation, or a resolution of its shareholders or directors, the day on which the notice is given is excluded in the computation of time and the day when the act for which notice is given is to be done is included in the computation of time, unless the instrument calling for notice specifically provides otherwise. [PL 2011, c. 274, §12 (NEW).]
13-C M.R.S. § 1106 — ME Code / Title 13-C / Chapter 11 / Section 1106
13-C §1106. Articles of merger or share exchange
Status: in_force

1. Signing of plan of merger or share exchange. After a plan of merger or share exchange has been adopted and approved as required by this Act, articles of merger or share exchange must be signed on behalf of each party to the merger or share exchange by an officer or other duly authorized representative. The articles must set forth: A. The names, types of entity and jurisdictions of the parties to the merger or share exchange and the date on which the merger or share exchange occurred or is to be effective; [PL 2003, c. 344, Pt. B, §101 (AMD).] B. If the articles of incorporation of the survivor of a merger are amended or if a new corporation is created as a result of a merger, the amendments to the survivor's articles of incorporation or the articles of incorporation of the new corporation; [PL 2001, c. 640, Pt. A, §2 (NEW); PL 2001, c. 640, Pt. B, §7 (AFF).] C. If the plan of merger or share exchange required approval by the shareholders of a domestic corporation that was a party to the merger or share exchange, a statement that the plan was duly approved by the shareholders and, if voting by any separate voting group was required, by each separate voting group in the manner required by this Act and the corporation's articles of incorporation; [PL 2001, c. 640, Pt. A, §2 (NEW); PL 2001, c. 640, Pt. B, §7 (AFF).] D. If the plan of merger or share exchange did not require approval by the shareholders of a domestic corporation that was a party to the merger or share exchange, a statement to that effect; and [PL 2001, c. 640, Pt. A, §2 (NEW); PL 2001, c. 640, Pt. B, §7 (AFF).] E. For each foreign corporation and eligible entity that was a party to the merger or share exchange, a statement that the participation of the foreign corporation or eligible entity was duly authorized as required by the organic law of the corporation or eligible entity. [PL 2003, c. 344, Pt. B, §101 (AMD).] [PL 2011, c. 274, §55 (AMD).]

2. File articles with Secretary of State. Articles of merger or share exchange must be delivered to the Secretary of State for filing by the survivor of the merger or the acquiring corporation in a share exchange and take effect at the effective time provided in section 125 . Articles of merger or share exchange filed under this section may be combined with any filing required under the organic law of any domestic eligible entity involved in the transaction if the combined filing satisfies the requirements of both this section and the organic law. [PL 2003, c. 344, Pt. B, §102 (AMD).]
13-C M.R.S. § 1805 — ME Code / Title 13-C / Chapter 18 / Section 1805
13-C §1805. Termination of benefit corporation status
Status: in_force

1. Termination. A benefit corporation may terminate its status as such and cease to be subject to this chapter by amending its articles of incorporation to delete the provision required by section 1803 or 1804 to be stated in the articles of a benefit corporation. In order to be effective, the amendment must be adopted by at least the minimum status vote. [PL 2019, c. 328, §1 (NEW).]

2. Mergers, conversions and share exchanges. This subsection governs mergers, conversions and share exchanges when the resulting entity is not a benefit corporation. A. Except as provided in paragraph B , if a plan of merger, conversion or share exchange would have the effect of terminating the status of a corporation as a benefit corporation, the plan must be adopted by at least the minimum status vote in order to be effective. [PL 2019, c. 328, §1 (NEW).] B. Paragraph A does not apply in the case of a corporation that is a party to a merger if the shareholders of the corporation are not entitled to vote on the merger pursuant to section 1105 . [PL 2019, c. 328, §1 (NEW).] C. Any sale, lease, exchange or other disposition of all or substantially all of the assets of a benefit corporation, unless the transaction is in the usual and regular course of business, is not effective unless the transaction is approved by at least the minimum status vote. [PL 2019, c. 328, §1 (NEW).] [PL 2019, c. 328, §1 (NEW).]
13-C M.R.S. § 629 — ME Code / Title 13-C / Chapter 6 / Section 629
13-C §629. Expense of issue
Status: in_force

A corporation may pay the expenses of selling or underwriting its shares and of organizing or reorganizing the corporation from the consideration received for shares. [PL 2001, c. 640, Pt. A, §2 (NEW); PL 2001, c. 640, Pt. B, §7 (AFF).]
13-B M.R.S. § 709 — ME Code / Title 13-B / Chapter 7 / Section 709
13-B §709. Committees
Status: in_force

1. Executive committee. If the articles of incorporation or the bylaws so provide, the board of directors, by a resolution adopted by a majority of the full board of directors, may designate from among its members an executive committee consisting of 2 or more directors, and may delegate to such executive committee all the authority of the board of directors, except that no such executive committee shall have or exercise the authority of the board of directors to: A. Amend the articles of incorporation; [PL 1977, c. 525, §13 (NEW).] B. Adopt a plan of merger or consolidation; [PL 1977, c. 525, §13 (NEW).] C. Recommend to the members the sale or other disposition of all or substantially all of the property and assets of the corporation other than in the usual course of its business; [PL 1977, c. 525, §13 (NEW).] D. Recommend to the members voluntary dissolution of the corporation or revocation of such dissolution; or [PL 1977, c. 525, §13 (NEW).] E. Amend the bylaws of the corporation. [PL 1977, c. 525, §13 (NEW).] [PL 1981, c. 307, §1 (AMD).]

1-A. Other committees. If the articles of incorporation or the bylaws so provide, the board of directors may designate such other committees as the board deems necessary, which committees may consist of either members of the board or other persons as designated in the bylaw or resolution authorizing that committee. [PL 1981, c. 307, §2 (NEW).]

2. Designation to committee. The designation of any such committee and the delegation to it of authority shall not relieve the board of directors, or any member thereof, of any responsibility imposed by law. [PL 1977, c. 525, §13 (NEW).]

3. Conduct of meetings. So far as applicable, the provision of this chapter relating to the conduct of meetings of the board of directors shall govern meetings of the executive or other committees. [PL 1977, c. 525, §13 (NEW).]

4. Board of directors may appoint alternate. At the time an executive committee or any other committee is created, or at any time thereafter, the board of directors may designate one or more alternate members of such committee, and may specify their order of preference, provided that alternate members of an executive committee may be designated only from among members of the board of directors. Each such alternate member may attend all meetings of the committee, but shall be without vote unless one or more of the regularly designated members of such committee fails to attend a meeting. In the absence of one or more of the regular members of the committee, such alternate member or members may be counted toward a quorum and may vote as though they were regular members of the committee. In the event that there are more alternate committee members present than there are absent regular committee members, the alternate members shall have the right to vote in the order of preference specified by the directors in designating them or, if no order of preference was specified, in the order of their appointment or their listing in a single appointment. [PL 1981, c. 470, Pt. B, §3 (AMD).]
13 M.R.S. § 939 — ME Code / Title 13 / Part 2 / Chapter 81 / Section 939
13 §939. Prohibitions and requirements applicable to corporations which are private foundations
Status: in_force

1. Prohibitions. No corporation which is a "private foundation" as defined in section 509 (a) of the Internal Revenue Code of 1954, shall: A. Engage in any act of "self-dealing," as defined in section 4941 (d) of the Internal Revenue Code of 1954, which would give rise to any liability for the tax imposed by section 4941 (a) of the Internal Revenue Code of 1954; [PL 1971, c. 622, §52 (NEW).] B. Retain any "excess business holdings," as defined in section 4943 (c) of the Internal Revenue Code of 1954, which would give rise to any liability for the tax imposed by section 4943 (a) of the Internal Revenue Code of 1954; [PL 1971, c. 622, §52 (NEW).] C. Make any investment which would jeopardize the carrying out of any of its exempt purposes, within the meaning of section 4944 of the Internal Revenue Code of 1954, so as to give rise to any liability for the tax imposed by section 4944 (a) of the Internal Revenue Code of 1954; and [PL 1971, c. 622, §52 (NEW).] D. Make any "taxable expenditures," as defined in section 4945 (d) of the Internal Revenue Code of 1954, which would give rise to any liability for the tax imposed by section 4945 (a) of the Internal Revenue Code of 1954. [PL 1977, c. 622, §52 (NEW).] [PL 1971, c. 622, §52 (NEW).]

2. Requirements. Each corporation which is a "private foundation" as defined in section 509 of the Internal Revenue Code of 1954 shall distribute, for the purposes specified in its certificate of incorporation, for each taxable year, amounts at least sufficient to avoid liability for the tax imposed by section 4942 (a) of the Internal Revenue Code of 1954. [PL 1971, c. 622, §52 (NEW).]

3. Application. Subsections 1 and 2 shall not apply to any corporation to the extent that a court of competent jurisdiction shall determine that such application would be contrary to the terms of the certificate of incorporation or other instrument governing such corporation or governing the administration of charitable funds held by it and that the same may not properly be changed to conform to such subsections. [PL 1971, c. 622, §52 (NEW).]

4. Impairment. Nothing in this section shall impair the rights and powers of the courts or the Attorney General of this State with respect to any corporation. [PL 1971, c. 622, §52 (NEW).]

5. References. All references to sections of the Internal Revenue Code of 1954 shall include future amendments to such sections and corresponding provisions of future internal revenue laws. [PL 1971, c. 622, §52 (NEW).]
13-C M.R.S. § 725 — ME Code / Title 13-C / Chapter 7 / Section 725
13-C §725. Acceptance of votes and other instruments
Status: in_force

1. Corresponding name. If the name signed on a vote, ballot, consent, waiver or proxy appointment corresponds to the name of a shareholder, the corporation, if acting in good faith, is entitled to accept the vote, ballot, consent, waiver or proxy appointment and give it effect as the act of the shareholder. [PL 2015, c. 259, §8 (AMD).]

2. Different name. If the name signed on a vote, ballot, consent, waiver or proxy appointment does not correspond to the name of its shareholder, the corporation, if acting in good faith, is nevertheless entitled to accept the vote, ballot, consent, waiver or proxy appointment and give it effect as the act of the shareholder if: A. The shareholder is an entity and the name signed purports to be that of an officer or agent of the entity; [PL 2001, c. 640, Pt. A, §2 (NEW); PL 2001, c. 640, Pt. B, §7 (AFF).] B. The name signed purports to be that of an administrator, executor, guardian or conservator representing the shareholder and, if the corporation requests, evidence of fiduciary status acceptable to the corporation has been presented with respect to the vote, ballot, consent, waiver or proxy appointment; [PL 2015, c. 259, §8 (AMD).] C. The name signed purports to be that of a receiver or trustee in bankruptcy of the shareholder and, if the corporation requests, evidence of this status acceptable to the corporation has been presented with respect to the vote, ballot, consent, waiver or proxy appointment; [PL 2015, c. 259, §8 (AMD).] D. The name signed purports to be that of a pledgee, beneficial owner or attorney-in-fact of the shareholder and, if the corporation requests, evidence acceptable to the corporation of the signatory's authority to sign for the shareholder has been presented with respect to the vote, ballot, consent, waiver or proxy appointment; or [PL 2015, c. 259, §8 (AMD).] E. Two or more persons are the shareholder as cotenants or fiduciaries and the name signed purports to be the name of at least one of the co-owners and the person signing appears to be acting on behalf of all the co-owners. [PL 2001, c. 640, Pt. A, §2 (NEW); PL 2001, c. 640, Pt. B, §7 (AFF).] [PL 2015, c. 259, §8 (AMD).]

3. Rejection authorized. A corporation is entitled to reject a vote, ballot, consent, waiver or proxy appointment if the person authorized to count votes, acting in good faith, has reasonable basis for doubt about the validity of the signature on it or about the signatory's authority to sign for the shareholder. [PL 2015, c. 259, §8 (AMD).]

4. Not liable for damages. A corporation and the person authorized to count votes, including an inspector of election under section 731 , that accept or reject a vote, ballot, consent, waiver or proxy appointment in good faith and in accordance with the standards of this section or section 723, subsection 2 are not liable in damages to the shareholder for the consequences of the acceptance or rejection. [PL 2015, c. 259, §8 (AMD).]

5. Corporate action valid. Corporate action based on the acceptance or rejection of a vote, ballot, consent, waiver or proxy appointment under this section is valid unless a court of competent jurisdiction determines otherwise. [PL 2015, c. 259, §8 (AMD).]

6. Power of inspector. If an inspector of election has been appointed under section 731 , the inspector of election also has the authority to request information and make determinations under subsections 1 , 2 and 3 . A determination made by the inspector of election under those subsections is controlling. [PL 2015, c. 259, §8 (NEW).]
13-C M.R.S. § 723 — ME Code / Title 13-C / Chapter 7 / Section 723
13-C §723. Proxies
Status: in_force

1. Voting authorized. A shareholder may vote the shareholder's shares in person or by proxy. [PL 2001, c. 640, Pt. A, §2 (NEW); PL 2001, c. 640, Pt. B, §7 (AFF).]

2. Appointment of proxy. A shareholder or the shareholder's agent or attorney-in-fact may appoint a proxy to vote or otherwise act for the shareholder by signing an appointment form or by an electronic transmission. An electronic transmission must contain or be accompanied by information from which the recipient can determine the date of the transmission and that the transmission was authorized by the sender or the sender's agent or attorney-in-fact. [PL 2011, c. 274, §28 (AMD).]

3. Appointment of proxy effective. An appointment of a proxy is effective when a signed appointment form or an electronic transmission of the appointment is received by the inspector of election appointed pursuant to section 731 or the officer or agent of the corporation authorized to count votes. An appointment is valid for the term provided in the appointment form ; if no term is provided, the appointment is valid for 11 months unless the appointment is irrevocable under subsection 4 . [PL 2015, c. 259, §7 (AMD).]

4. Appointment of proxy revocable. An appointment of a proxy is revocable unless the appointment form or electronic transmission states that it is irrevocable and the appointment is coupled with an interest. Appointments coupled with an interest include the appointment of: A. A pledgee; [PL 2001, c. 640, Pt. A, §2 (NEW); PL 2001, c. 640, Pt. B, §7 (AFF).] B. A person who purchased or agreed to purchase the shares; [PL 2001, c. 640, Pt. A, §2 (NEW); PL 2001, c. 640, Pt. B, §7 (AFF).] C. A creditor of the corporation who extended the credit under terms requiring the appointment; [PL 2001, c. 640, Pt. A, §2 (NEW); PL 2001, c. 640, Pt. B, §7 (AFF).] D. An employee of the corporation whose employment contract requires the appointment; or [PL 2001, c. 640, Pt. A, §2 (NEW); PL 2001, c. 640, Pt. B, §7 (AFF).] E. A party to a voting agreement created under section 742 . [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. Death or incapacity of shareholder. The death or incapacity of a shareholder who appointed a proxy does not affect the right of a corporation to accept the proxy's authority unless notice of the death or incapacity is received by the clerk or an officer or agent authorized to tabulate votes before the proxy exercises the proxy's authority under the appointment. [PL 2003, c. 344, Pt. B, §60 (AMD).]

6. Appointment revoked when interest extinguished. An appointment made irrevocable under subsection 4 is revoked when the interest with which it is coupled is extinguished. [PL 2001, c. 640, Pt. A, §2 (NEW); PL 2001, c. 640, Pt. B, §7 (AFF).]

7. Transfer of shares subject to irrevocable appointment. Unless it otherwise provides, an appointment made irrevocable under subsection 4 continues in effect after a transfer of the shares and a transferee takes subject to the appointment, except that a transferee for value of shares subject to an irrevocable appointment may revoke the appointment if the transferee did not know of the existence of the irrevocable appointment when the transferee acquired the shares and the existence of the irrevocable appointment was not noted conspicuously on the certificate representing the shares or on the information statement for shares without certificates. [PL 2015, c. 259, §7 (AMD).]

8. Acceptance of proxy's vote. Subject to section 725 and to any express limitation on the proxy's authority stated in the appointment form or electronic transmission, a corporation is entitled to accept the proxy's vote or other action as that of the shareholder making the appointment. [PL 2001, c. 640, Pt. A, §2 (NEW); PL 2001, c. 640, Pt. B, §7 (AFF).]

9. Proxies given by holders of corporation's obligations. The provisions of subsections 1 to 7 apply to proxies given by the holders of a corporation's bonds, debentures or other obligations when a right to vote is conferred upon such holders by the articles of incorporation of a corporation, as permitted by section 722, subsection 1 . [PL 2001, c. 640, Pt. A, §2 (NEW); PL 2001, c. 640, Pt. B, §7 (AFF).]
13 M.R.S. § 1552 — ME Code / Title 13 / Part 2 / Chapter 85 / Section 1552
13 §1552. Who may incorporate
Status: in_force

Any 3 or more natural persons or 2 or more associations may incorporate in this State under this subchapter.
13-C M.R.S. § 1101 — ME Code / Title 13-C / Chapter 11 / Section 1101
13-C §1101. Definitions
Status: in_force

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

1. Eligible entity. "Eligible entity" means a domestic or foreign unincorporated entity or a domestic or foreign nonprofit corporation. [PL 2001, c. 640, Pt. A, §2 (NEW); PL 2001, c. 640, Pt. B, §7 (AFF).]

2. Eligible interests. "Eligible interests" means interests and memberships. [PL 2001, c. 640, Pt. A, §2 (NEW); PL 2001, c. 640, Pt. B, §7 (AFF).]

3. Merger. "Merger" means a business combination pursuant to section 1102 . [PL 2001, c. 640, Pt. A, §2 (NEW); PL 2001, c. 640, Pt. B, §7 (AFF).]

4. Party to a merger or party to a share exchange. "Party to a merger" or "party to a share exchange" means any domestic or foreign corporation or eligible entity that will: A. Merge under a plan of merger; [PL 2001, c. 640, Pt. A, §2 (NEW); PL 2001, c. 640, Pt. B, §7 (AFF).] B. Acquire shares or eligible interests of another corporation or an eligible entity in a share exchange; or [PL 2001, c. 640, Pt. A, §2 (NEW); PL 2001, c. 640, Pt. B, §7 (AFF).] C. Have all of its shares or eligible interests or all of one or more classes or series of its shares or eligible interests acquired in a share exchange. [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. Share exchange. "Share exchange" means a business combination pursuant to section 1103 . [PL 2001, c. 640, Pt. A, §2 (NEW); PL 2001, c. 640, Pt. B, §7 (AFF).]

6. Survivor. "Survivor" in a merger means the corporation or eligible entity into which one or more other corporations or eligible entities are merged. A survivor of a merger may preexist the merger or be created by the merger. [PL 2001, c. 640, Pt. A, §2 (NEW); PL 2001, c. 640, Pt. B, §7 (AFF).]
13 M.R.S. § 2694 — ME Code / Title 13 / Part 2 / Chapter 91 / Section 2694
13 §2694. Raising and assessment of moneys; publication
Status: in_force

At any legal meeting, the proprietors may raise money for bringing forward, completing the settlement of, managing or improving said lands, or for their common good, and assess the same according to their interests in the lands. The treasurer, collector or committee shall publish such assessment in the same manner as a meeting of the proprietors is notified.
13 M.R.S. § 3109 — ME Code / Title 13 / Part 2 / Chapter 93 / Section 3109
13 §3109. Corporate rights and powers
Status: in_force

Any meetinghouse corporation, by a major vote of its members, may use and control the meetinghouse or building for public worship partly or wholly owned by them, as they please. Nothing in this section and sections 3107 and 3108 shall affect the rights of owners of houses of worship, built by different religious denominations.
13 M.R.S. § 2865 — ME Code / Title 13 / Part 2 / Chapter 93 / Section 2865
13 §2865. Admission to parish
Status: in_force

A person of either sex, of age 18 years or older, may become a member of a parish or religious society by vote thereof at a legal meeting. [PL 1971, c. 598, §12 (AMD).]
13-C M.R.S. § 129 — ME Code / Title 13-C / Chapter 1 / Section 129
13-C §129. Evidentiary effect of copy of filed document
Status: in_force

A certificate from the Secretary of State delivered with a copy of a document filed by the Secretary of State pursuant to section 127 is conclusive evidence that the original document is on file with the Secretary of State. [PL 2001, c. 640, Pt. A, §2 (NEW); PL 2001, c. 640, Pt. B, §7 (AFF).]
13-B M.R.S. § 1208 — ME Code / Title 13-B / Chapter 12 / Section 1208
13-B §1208. Surrender of foreign corporation's authority to carry on activities in State
Status: in_force

1. Surrender of authority. A foreign corporation authorized to carry on activities in this State may surrender its authority by executing and delivering for filing, as provided in sections 104 and 106 , an application for surrender of authority which shall set forth: A. The name of the foreign corporation as it appears on the index of names of authorized foreign corporations in the office of Secretary of State; [PL 1977, c. 525, §13 (NEW).] B. The jurisdiction of its incorporation; [PL 1977, c. 525, §13 (NEW).] C. The date on which it was authorized to carry on activities in this State; [PL 1977, c. 525, §13 (NEW).] D. That the corporation is not as of the date of application carrying on activities in this State; [PL 1977, c. 525, §13 (NEW).] E. That it surrenders its authority to carry on activities in this State; [PL 1977, c. 525, §13 (NEW).] F. That it revokes the authority of its registered agent in this State to accept services of process and consents that process in any action, suit or proceeding based upon any cause of action arising in this State before the date of filing the application may be served on the Secretary of State after the filing by the Secretary of State of the application; and [PL 1977, c. 525, §13 (NEW).] G. A post office address to which the Secretary of State shall mail a copy of any process served upon him against the corporation. [PL 1977, c. 525, §13 (NEW).] [PL 1977, c. 525, §13 (NEW).]

2. Termination of authority. The authority of the foreign corporation to carry on activities in this State shall terminate as of the date of filing by the Secretary of State of the application for surrender of authority. [PL 1977, c. 525, §13 (NEW).]

3. Cancellation of authority. If a foreign nonprofit corporation files articles of domestication and conversion as set forth in Title 13‑C, chapter 9 , its authority is cancelled automatically on the effective date of its domestication and conversion. [PL 2003, c. 344, Pt. B, §19 (NEW).]
13 M.R.S. § 1182 — ME Code / Title 13 / Part 2 / Chapter 83 / Section 1182
13 §1182. Notice
Status: in_force

Notice of a time and place for a hearing held under section 1181 shall be given by posting written notices thereof, signed by said officers, at least 7 days prior thereto, in 2 public places in said town. A copy of such notice and of the petition shall be served on the owners of the land at least 10 days before the day of hearing.
13-C M.R.S. § 751 — ME Code / Title 13-C / Chapter 7 / Section 751
13-C §751. Definitions
Status: in_force

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

1. Derivative proceeding. "Derivative proceeding" means a civil suit in the right of a domestic corporation or, to the extent provided in section 758 , in the right of a foreign corporation. [PL 2001, c. 640, Pt. A, §2 (NEW); PL 2001, c. 640, Pt. B, §7 (AFF).]

2. Shareholder. "Shareholder" includes a beneficial owner whose shares are held in a voting trust or held by a nominee on the beneficial owner's behalf. [PL 2001, c. 640, Pt. A, §2 (NEW); PL 2001, c. 640, Pt. B, §7 (AFF).]
13-C M.R.S. § 626 — ME Code / Title 13-C / Chapter 6 / Section 626
13-C §626. Form and content of certificates
Status: in_force

1. Certificate not required. Shares may but need not be represented by certificates. Unless this Act or another law expressly provides otherwise, whether the shares are represented by certificates or not does not affect the rights and obligations of shareholders. [PL 2001, c. 640, Pt. A, §2 (NEW); PL 2001, c. 640, Pt. B, §7 (AFF).]

2. Content of certificate. At a minimum each share certificate must state on its face: A. The name of the issuing corporation and that the corporation is organized under the laws of this State; [PL 2001, c. 640, Pt. A, §2 (NEW); PL 2001, c. 640, Pt. B, §7 (AFF).] B. The name of the person to whom issued; and [PL 2001, c. 640, Pt. A, §2 (NEW); PL 2001, c. 640, Pt. B, §7 (AFF).] C. The number and class of shares and the designation of the series, if any, the certificate represents. [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. Classes. If the issuing corporation is authorized to issue different classes of shares or different series within a class, the designations, relative rights, preferences and limitations applicable to each class and the variations in rights, preferences and limitations determined for each series and the authority of its board of directors to determine variations for future series must be summarized on the front or back of each certificate. Alternatively, each certificate may state conspicuously on its front or back that the corporation will furnish the shareholder this information on request in writing and without charge. [PL 2001, c. 640, Pt. A, §2 (NEW); PL 2001, c. 640, Pt. B, §7 (AFF).]

4. Signatures. Each share certificate must be signed, either manually or in facsimile, by: A. Two officers designated in the bylaws or by the board of directors; or [PL 2015, c. 259, §5 (AMD).] B. The clerk and an officer designated in the bylaws or by the board of directors. [PL 2015, c. 259, §5 (AMD).] C. [PL 2015, c. 259, §5 (RP).] A share certificate may bear the corporate seal or its facsimile. [PL 2015, c. 259, §5 (AMD).]

5. Signatory no longer holds office. If the person who signed a share certificate pursuant to subsection 4 no longer holds office when the certificate is issued, the certificate is nevertheless valid. [PL 2001, c. 640, Pt. A, §2 (NEW); PL 2001, c. 640, Pt. B, §7 (AFF).]
13 M.R.S. § 2241 — ME Code / Title 13 / Part 2 / Chapter 87 / Section 2241
13 §2241. Agreements with other associations; cooperation
Status: in_force

Any association may, upon resolution adopted by its board of directors, enter into all necessary and proper contracts and agreements and make all necessary and proper stipulations, agreements and contracts and arrangements with any other cooperative or other corporation, association or associations, formed in this or in any other state, for the cooperative and more economical carrying on of its business or any part or parts thereof. Any 2 or more associations may, by agreements between them, unite in employing and using or may separately employ and use the same personnel, methods, means and agencies for carrying on and conducting their respective business.
13-B M.R.S. § 718 — ME Code / Title 13-B / Chapter 7 / Section 718
13-B §718. Director or officer conflict of interest
Status: in_force

1. Conflict-of-interest transaction. A conflict-of-interest transaction is a transaction in which a director or officer of a corporation has a direct or indirect financial interest. For the purposes of this section, a director or officer has an indirect interest in a transaction if: A. Another entity in which the director or officer has a material interest or in which the director or officer is a general partner is a party to the transaction; or [PL 2001, c. 550, Pt. C, §18 (NEW); PL 2001, c. 550, Pt. C, §29 (AFF).] B. Another entity of which the director or officer is a director, officer or trustee is a party to the transaction. [PL 2001, c. 550, Pt. C, §18 (NEW); PL 2001, c. 550, Pt. C, §29 (AFF).] [PL 2001, c. 550, Pt. C, §18 (NEW); PL 2001, c. 550, Pt. C, §29 (AFF).]

2. Transaction not voidable or grounds for liability. A conflict-of-interest transaction is not voidable or grounds for imposing liability on a director or officer of a corporation if the transaction was fair at the time it was entered into or is approved as provided in subsection 3 or 4 . [PL 2001, c. 550, Pt. C, §18 (NEW); PL 2001, c. 550, Pt. C, §29 (AFF).]

3. Public benefit corporation; approval. A transaction in which a director or officer of a public benefit corporation has a conflict of interest may be approved before or after consummation of the transaction as follows. A. The board of directors of a public benefit corporation or a committee of the board may authorize, approve or ratify a transaction under this section if the material facts of the transaction and the director's or officer's interest are disclosed or known to the board or committee of the board. The transaction may be approved only if it is fair and equitable to the corporation as of the date the transaction is authorized, approved or ratified. The party asserting fairness of any such transaction has the burden of establishing fairness. [PL 2001, c. 550, Pt. C, §18 (NEW); PL 2001, c. 550, Pt. C, §29 (AFF).] B. If the board of a public benefit corporation so requests, a transaction under this section may be approved by the Attorney General or by the Superior Court in an action in which the Attorney General is joined as a party. If the board is unable to make a decision regarding a transaction, one or more directors or officers may request approval of the Attorney General or the court in accordance with this subsection. The transaction may be approved only if it is fair and equitable to the corporation as of the date the transaction is authorized, approved or ratified. The party asserting fairness of any such transaction has the burden of establishing fairness. [PL 2001, c. 550, Pt. C, §18 (NEW); PL 2001, c. 550, Pt. C, §29 (AFF).] [PL 2001, c. 550, Pt. C, §18 (NEW); PL 2001, c. 550, Pt. C, §29 (AFF).]

4. Mutual benefit corporation; approval. A transaction in which a director or officer of a mutual benefit corporation has a conflict of interest may be approved by the directors or the members of the corporation before or after consummation of the transaction as follows. A. The board of directors of a mutual benefit corporation or a committee of the board may authorize, approve or ratify a transaction under this section if the material facts of the transaction and the director's or officer's interest are disclosed or known to the board or committee of the board. [PL 2001, c. 550, Pt. C, §18 (NEW); PL 2001, c. 550, Pt. C, §29 (AFF).] B. The members of a mutual benefit corporation may authorize, approve or ratify a transaction under this section if in accordance with subsection 6 the material facts of the transaction and the director's or officer's interest are disclosed or known to the members. [PL 2001, c. 550, Pt. C, §18 (NEW); PL 2001, c. 550, Pt. C, §29 (AFF).] [PL 2001, c. 550, Pt. C, §18 (NEW); PL 2001, c. 550, Pt. C, §29 (AFF).]

5. Approval by directors of public benefit or mutual benefit corporation. For purposes of subsections 3 and 4 , a conflict-of-interest transaction is approved if it receives the affirmative vote of a majority of the directors on the board of directors of the corporation or on a committee of the board who have no direct or indirect interest in the transaction, but a transaction may not be approved under this subsection by a single director. If a majority of the directors on the board who have no direct or indirect interest in the transaction vote to approve the transaction, a quorum is present for the purpose of taking action under this section. [PL 2001, c. 550, Pt. C, §18 (NEW); PL 2001, c. 550, Pt. C, §29 (AFF).]

6. Approval by members of mutual benefit corporation. For purposes of subsection 4, paragraph B , a conflict-of-interest transaction is approved by the members if it receives a majority of the votes entitled to be counted under this subsection. Votes cast by or voted under the control of a director or officer who has a direct or indirect interest in the transaction and votes cast by or voted under the control of an entity described in subsection 1, paragraph A may not be counted in a vote of members to determine whether to approve a conflict-of-interest transaction under subsection 4, paragraph B . The vote of these members, however, is counted in determining whether the transaction is approved under other sections of this chapter. A majority of the voting power, whether or not present, that is entitled to be counted in a vote on the transaction under this subsection constitutes a quorum for the purpose of taking action under this section. [PL 2001, c. 550, Pt. C, §18 (NEW); PL 2001, c. 550, Pt. C, §29 (AFF).]

7. Additional requirements. The articles of incorporation, the bylaws or a resolution of the board of directors of a corporation may impose additional requirements on conflict-of-interest transactions under this section. [PL 2001, c. 550, Pt. C, §18 (NEW); PL 2001, c. 550, Pt. C, §29 (AFF).]

8. Attorney General action to void transaction. If the Attorney General has reasonable grounds to believe that a public benefit corporation has engaged in a conflict-of-interest transaction and that the transaction was neither fair nor properly approved pursuant to the procedures and standards set forth in subsection 3 or 4 , the Attorney General may bring an action in Superior Court in Kennebec County to void the transaction. At least 10 days before bringing such an action, the Attorney General shall send written notice to the board of directors of the corporation of the intent to bring the action. The Attorney General may proceed without such notice if necessary to prevent immediate irreparable harm to the public. [PL 2001, c. 550, Pt. C, §18 (NEW); PL 2001, c. 550, Pt. C, §29 (AFF).]

9. Authority to fix compensation. Except to the extent that the articles of incorporation or bylaws otherwise provide, the board of directors of a corporation or the executive committee of the board of directors, without regard to this section, has authority to fix the compensation of directors for their services as directors or officers or in any other capacity. [PL 2001, c. 550, Pt. C, §18 (NEW); PL 2001, c. 550, Pt. C, §29 (AFF).]
13 M.R.S. § 1031 — ME Code / Title 13 / Part 2 / Chapter 83 / Section 1031
13 §1031. Unauthorized establishment; injunction
Status: in_force

Any cemetery, community mausoleum or columbarium established, maintained or operated in violation of or contrary to this chapter is declared to be a nuisance, which may be abated or enjoined as such by the civil action of any citizen of this State.
13 M.R.S. § 5105 — ME Code / Title 13 / Part 2 / Chapter 99 / Section 5105
13 §5105. Delegation of management and investment functions
Status: in_force

1. Delegation. Subject to any specific limitation set forth in a gift instrument or in law other than this chapter, an institution may delegate to an external agent the management and investment of an institutional fund to the extent that an institution could prudently delegate under the circumstances. An institution shall act in good faith, with the care that an ordinarily prudent person in a like position would exercise under similar circumstances, in: A. Selecting an agent; [PL 2009, c. 450, §2 (NEW); PL 2009, c. 450, §3 (AFF).] B. Establishing the scope and terms of the delegation, consistent with the purposes of the institution and the institutional fund; and [PL 2009, c. 450, §2 (NEW); PL 2009, c. 450, §3 (AFF).] C. Periodically reviewing the agent's actions in order to monitor the agent's performance and compliance with the scope and terms of the delegation. [PL 2009, c. 450, §2 (NEW); PL 2009, c. 450, §3 (AFF).] [PL 2009, c. 450, §2 (NEW); PL 2009, c. 450, §3 (AFF).]

2. Agent's duty. In performing a delegated function, an agent owes a duty to the institution to exercise reasonable care to comply with the scope and terms of the delegation. [PL 2009, c. 450, §2 (NEW); PL 2009, c. 450, §3 (AFF).]

3. Liability of institution. An institution that complies with subsection 1 is not liable for the decisions or actions of an agent to which the function was delegated. [PL 2009, c. 450, §2 (NEW); PL 2009, c. 450, §3 (AFF).]

4. Submits to jurisdiction. By accepting delegation of a management or investment function from an institution that is subject to the laws of this State, an agent submits to the jurisdiction of the courts of this State in all proceedings arising from or related to the delegation or the performance of the delegated function. [PL 2009, c. 450, §2 (NEW); PL 2009, c. 450, §3 (AFF).]

5. Committees; officers; employees. An institution may delegate management and investment functions to its committees, officers or employees as authorized by the laws of this State other than provisions of this chapter. [PL 2009, c. 450, §2 (NEW); PL 2009, c. 450, §3 (AFF).]
13-B M.R.S. § 701-A — ME Code / Title 13-B / Chapter 7 / Section 701-A
13-B §701-A. Board of directors of a nonprofit housing corporation
Status: in_force

A corporation organized under this Title that has an ownership interest in any multifamily rental housing shall include on its board of directors, at a minimum, one current tenant of such housing. If the corporation is unable to find a tenant to serve as a director, it shall advertise the position to current tenants on an annual basis. The name and contact information of the tenant director must be posted in a public location in each building in which the corporation has an interest. This section does not apply to a corporation that only provides emergency shelter or short-term transitional housing. [PL 2021, c. 317, §1 (NEW).]
13-C M.R.S. § 122 — ME Code / Title 13-C / Chapter 1 / Section 122
13-C §122. Forms
Status: in_force

The Secretary of State may prescribe and furnish on request forms for any documents required or permitted to be filed by this Act. If the Secretary of State so requires, use of these forms is mandatory. [PL 2001, c. 640, Pt. A, §2 (NEW); PL 2001, c. 640, Pt. B, §7 (AFF).]
13 M.R.S. § 935 — ME Code / Title 13 / Part 2 / Chapter 81 / Section 935
13 §935. Right to act as trustees
Status: in_force

Corporations without capital stock may become trustees under section 1222 .
13-B M.R.S. § 109 — ME Code / Title 13-B / Chapter 1 / Section 109
13-B §109. Reservation of power
Status: repealed

Acts of incorporation passed since March 17, 1831, including this Act, may be amended, altered or repealed by the Legislature as if express provision to amend, alter or repeal were made in them, unless they contain an express limitation. This section does not deprive the courts of any power that they have at common law over a corporation or its officer. [RR 1991, c. 2, §43 (COR).]
13 M.R.S. § 1262 — ME Code / Title 13 / Part 2 / Chapter 83 / Section 1262
13 §1262. Bylaws and ordinances
Status: in_force

A city or town may pass such ordinances or bylaws as may be necessary for the purposes of section 1261 and not repugnant to law, and may receive such money for said purposes, and may invest and hold the same as provided in section 1261 .
13-B M.R.S. § 606 — ME Code / Title 13-B / Chapter 6 / Section 606
13-B §606. Unanimous action by members without a meeting
Status: in_force

Any action required or permitted under this Act to be taken at a meeting of the members may be taken without a meeting if written consents, setting forth the action so taken, are signed by all the members entitled to vote on such action and are filed with the clerk of the corporation as part of the corporate records. Such written consents shall have the same effect as a unanimous vote of the members and may be stated as such in any certificate or document required or permitted to be filed with the Secretary of State, and in any certificate or document prepared or certified by any officer of the corporation for any purpose. [PL 1977, c. 525, §13 (NEW).]
13 M.R.S. § 2109 — ME Code / Title 13 / Part 2 / Chapter 87 / Section 2109
13 §2109. District directors; petition; vote of district membership
Status: in_force

If the bylaws provide for election of directors by districts with primary elections in each district, the petition for removal of a director must be signed by 20% of the members residing in the district from which the director was elected. The board of directors shall call a special meeting of the members residing in that district to consider the removal of the director. If a majority of the members of that district vote to remove the director, the director must be removed from office. [RR 2025, c. 1, Pt. E, §23 (COR).]
13 M.R.S. § 1757 — ME Code / Title 13 / Part 2 / Chapter 85 / Section 1757
13 §1757. Consumer protection; enforcement
Status: in_force

Failure or neglect to provide to purchasers the documents and disclosures required by section 1756 is considered a violation of Title 10, chapter 206 . [PL 1993, c. 300, §1 (NEW).]
13-B M.R.S. § 306-A — ME Code / Title 13-B / Chapter 3 / Section 306-A
13-B §306-A. Service of process upon nonprofit corporation
Status: in_force

Service of process, notice or demand required or permitted by law on a nonprofit corporation is governed by Title 5, section 113 . [PL 2007, c. 323, Pt. B, §6 (NEW); PL 2007, c. 323, Pt. G, §4 (AFF).]
13 M.R.S. § 1555 — ME Code / Title 13 / Part 2 / Chapter 85 / Section 1555
13 §1555. Bylaws
Status: repealed

Bylaws shall be adopted, amended or repealed by at least a majority vote of the members voting.
13 M.R.S. § 905 — ME Code / Title 13 / Part 2 / Chapter 81 / Section 905
13 §905. Publications
Status: in_force

1. Informational publications. The Secretary of State may establish by rule in accordance with the Maine Administrative Procedure Act a fee schedule to cover the cost of printing and distribution of publications and to set forth the procedures for the sale of these publications. [PL 1991, c. 465, §15 (NEW).]

2. Funds; fees deposited. All fees collected pursuant to this section must be deposited in a fund for use by the Secretary of State for the purpose of replacing and updating publications offered in accordance with this Title and for funding new publications. [PL 1991, c. 465, §15 (NEW).]
13-C M.R.S. § 1532 — ME Code / Title 13-C / Chapter 15 / Section 1532
13-C §1532. Procedure for and effect of revocation
Status: in_force

1. Notice of determination. If the Secretary of State determines that one or more grounds exist under section 1531-A for the revocation of authority, the Secretary of State shall serve the foreign corporation with written notice of the Secretary of State's determination as required by subsection 7 . [PL 2007, c. 323, Pt. C, §34 (AMD); PL 2007, c. 323, Pt. G, §4 (AFF).]

2. Revocation. The foreign corporation's authority is revoked if within 60 days after the notice under subsection 1 was issued and is perfected under subsection 7 the Secretary of State determines that the foreign corporation has failed to correct the ground or grounds for revocation. The Secretary of State shall send notice to the foreign corporation as required by subsection 7 that recites the ground or grounds for revocation and the effective date of revocation. [PL 2007, c. 323, Pt. C, §35 (AMD); PL 2007, c. 323, Pt. G, §4 (AFF).]

3. Authority to transact business ceased. The authority of a foreign corporation to transact business in this State ceases on the date of revocation of its authority. [PL 2001, c. 640, Pt. A, §2 (NEW); PL 2001, c. 640, Pt. B, §7 (AFF).]

4. Secretary of State appointed as agent for service of process. The Secretary of State's revocation of a foreign corporation's authority appoints the Secretary of State as the foreign corporation's agent for service of process in any proceeding based on a cause of action that arose during the time the foreign corporation was authorized to transact business in this State. Service of process on the Secretary of State under this subsection is service on the foreign corporation. Upon receipt of process, the Secretary of State shall mail a copy of the process to an officer of the foreign corporation at its principal office shown in its most recent annual report or in any subsequent communication received from the corporation stating the current mailing address of its principal office or, if no other address is on file, in its application for authority. [PL 2003, c. 631, §32 (AMD).]

5. Registered agent; not terminated. Revocation of a foreign corporation's authority to transact business in this State does not terminate the authority of the registered agent of the corporation. [PL 2001, c. 640, Pt. A, §2 (NEW); PL 2001, c. 640, Pt. B, §7 (AFF).]

6. Authorization after revocation. A foreign corporation whose authority to transact business in this State has been revoked under section 1532 that wishes to transact business again in this State must be authorized as provided in this chapter. [PL 2003, c. 631, §33 (AMD).]

7. Delivery of notice. The Secretary of State shall send notice of its determination under subsection 1 by regular mail and the service upon the foreign corporation is perfected 5 days after the Secretary of State deposits its determination in the United States mail, as evidenced by the postmark, if mailed postpaid and correctly addressed to the registered agent in this State and the registered or principal office, wherever located, of the foreign corporation. [PL 2007, c. 323, Pt. C, §36 (NEW); PL 2007, c. 323, Pt. G, §4 (AFF).]
13-B M.R.S. § 1402 — ME Code / Title 13-B / Chapter 14 / Section 1402
13-B §1402. Fees for copying, comparing and authenticating documents
Status: in_force

1. Secretary of State to furnish copies. The Secretary of State shall furnish to any person a copy of any document filed under this Act or retained in file, having been filed under a predecessor to this Act; for locating, copying and certifying a document subsequent to its filing, the Secretary of State shall charge a fee of $2 per page. The Secretary of State may reduce the fee for governmental bodies. [PL 1989, c. 501, Pt. L, §47 (AMD).]
13-B M.R.S. § 905 — ME Code / Title 13-B / Chapter 9 / Section 905
13-B §905. Effect of merger or consolidation
Status: in_force

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

2. Merger or consolidation effected. When such merger or consolidation has been effected: A. The several corporations' parties to the plan of merger or consolidation shall be a single corporation, which, in the case of a merger, shall be that corporation designated in the plan of merger as the surviving corporation and, in the case of a consolidation, shall be the new corporation provided for in the plan of consolidation; [PL 1977, c. 525, §13 (NEW).] B. The separate existence of all corporations' parties to the plan of merger or consolidation, except the surviving or new corporation, shall cease; [PL 1977, c. 525, §13 (NEW).] C. The surviving or new corporation shall have all the rights, privileges, immunities and powers and shall be subject to all the duties and liabilities of a corporation organized under this Act; [PL 1977, c. 525, §13 (NEW).] D. The surviving or new corporation shall possess all the rights, privileges, immunities and franchises, of a public nature as well as of a private nature, of each of the merging or consolidating corporations; and all property, real, personal and mixed, and all debts due on whatever account, and all other choses in action, and all and every other interest, of or belonging to or due to each of the corporations so merged or consolidated, shall be taken and deemed to be transferred to and vested in such single corporation without further act or deed; and the title to any real estate, or any interest therein, vested in any of such corporations shall not revert or be in any way impaired by reason of such merger or consolidation; and [PL 1977, c. 525, §13 (NEW).] E. In the case of a merger, the articles of incorporation of the surviving corporation shall be deemed to be amended to the extent, if any, that changes in its articles of incorporation are stated in the plan of merger; and in the case of a consolidation, the statements set forth in the articles of consolidation and which are required or permitted to be set forth in the articles of incorporation of corporations organized under this Act shall be deemed to be the articles of incorporation of the new corporation. [PL 1977, c. 525, §13 (NEW).] [PL 1977, c. 525, §13 (NEW).]
13-C M.R.S. § 871 — ME Code / Title 13-C / Chapter 8 / Section 871
13-C §871. Definitions
Status: in_force

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

1. Conflicting interest. [PL 2007, c. 289, §27 (RP).]

1-A. Control. "Control" means: A. Having the power, directly or indirectly, to elect or remove a majority of the members of the board of directors or other governing body of an entity, whether through the ownership of voting shares or interests, by contract or otherwise; or [PL 2007, c. 289, §27 (NEW).] B. Being subject to a majority of the risk of loss from the entity’s activities or entitled to receive a majority of the entity’s residual returns. [PL 2007, c. 289, §27 (NEW).] [PL 2007, c. 289, §27 (NEW).]

1-B. Controlled by. "Controlled by" means a person subject to control by another person. [PL 2007, c. 289, §27 (NEW).]

2. Director's conflicting-interest transaction. "Director's conflicting-interest transaction" means, as effected or proposed to be effected by a corporation or by an entity controlled by a corporation, a transaction: A. To which, at the relevant time, the director is a party; [PL 2007, c. 289, §27 (NEW).] B. That the director knew of, at the relevant time, and in which the director had a material financial interest, known by the director; or [PL 2007, c. 289, §27 (NEW).] C. To which a related person was a party or had a material financial interest in, known, at the relevant time, by the director. [PL 2007, c. 289, §27 (NEW).] [PL 2007, c. 289, §27 (AMD).]

2-A. Material financial interest. "Material financial interest" means a financial interest in a transaction that would reasonably be expected to impair the objectivity of the director’s judgment when participating in action on the authorization of the transaction. [PL 2007, c. 289, §27 (NEW).]

3. Related person. "Related person" means: A. The individual's spouse; [PL 2015, c. 259, §14 (AMD).] B. [PL 2007, c. 289, §27 (RP).] C. A child, stepchild, grandchild, parent, stepparent, grandparent, sibling, stepsibling, half sibling, aunt, uncle, niece or nephew, or spouse of any of those persons, of the individual or of the individual's spouse; [PL 2015, c. 259, §14 (AMD).] D. Another individual living in the same home as the individual; [PL 2015, c. 259, §14 (AMD).] E. An entity, other than the corporation or an entity controlled by the corporation, controlled by the individual or any person specified in paragraph A , C or D ; [PL 2015, c. 259, §14 (AMD).] F. A domestic or foreign: (1) Business or nonprofit corporation, other than the corporation or an entity controlled by the corporation, of which the individual is a director; (2) Unincorporated entity of which the individual is a general partner or a member of the governing body; or (3) Individual, trust or estate for whom or of which the individual is a trustee, guardian, personal representative or like fiduciary; or [PL 2015, c. 259, §14 (AMD).] G. A person that is, or an entity that is controlled by, an employer of the individual. [PL 2015, c. 259, §14 (AMD).] [PL 2015, c. 259, §14 (AMD).]

3-A. Relevant time. "Relevant time," with regard to a transaction, means: A. The time at which the directors' action regarding the transaction is taken in compliance with section 873 ; or [PL 2007, c. 289, §27 (NEW).] B. If the transaction is not brought before the board of directors of the corporation, or its committee, for action under section 873 , the time at which the corporation or an entity controlled by the corporation becomes legally obligated to consummate the transaction. [PL 2007, c. 289, §27 (NEW).] [PL 2007, c. 289, §27 (NEW).]

4. Required disclosure. "Required disclosure" means disclosure of: A. The existence and nature of the director's conflicting interest; and [PL 2001, c. 640, Pt. A, §2 (NEW); PL 2001, c. 640, Pt. B, §7 (AFF).] B. All facts known to the director regarding the subject matter of the transaction that a director without such conflicting interest would reasonably believe to be material in deciding whether to proceed with the transaction. [PL 2007, c. 289, §27 (AMD).] [PL 2007, c. 289, §27 (AMD).]

5. Time of commitment. [PL 2007, c. 289, §27 (RP).]
13 M.R.S. § 3165 — ME Code / Title 13 / Part 2 / Chapter 93 / Section 3165
13 §3165. Investment of funds
Status: in_force

As soon as may be the corporation shall invest the proceeds of sale in the manner provided in Title 30‑A, chapter 223, subchapter III-A . [PL 1987, c. 737, Pt. C, §§26, 106 (AMD); PL 1989, c. 6 (AMD); PL 1989, c. 9, §2 (AMD); PL 1989, c. 104, Pt. C, §8, 10 (AMD).]
13-C M.R.S. § 955 — ME Code / Title 13-C / Chapter 9 / Section 955
13-C §955. Articles of entity conversion
Status: in_force

1. Conversion to domestic unincorporated entity. After the conversion of a domestic business corporation, referred to in this subsection as the "corporation," to a domestic unincorporated entity has been adopted and approved as required by this Act, articles of entity conversion must be executed on behalf of the corporation by an officer or other duly authorized representative. The articles must: A. Set forth the name of the corporation immediately before the filing of the articles of entity conversion and the name to which the name of the corporation is to be changed, which must be a name that satisfies the organic law of the surviving entity; [PL 2001, c. 640, Pt. A, §2 (NEW); PL 2001, c. 640, Pt. B, §7 (AFF).] B. State the type of unincorporated entity that the surviving entity will be; [PL 2001, c. 640, Pt. A, §2 (NEW); PL 2001, c. 640, Pt. B, §7 (AFF).] C. Set forth a statement that the plan of entity conversion was duly approved by the shareholders in the manner required by this Act and the corporation's articles of incorporation; and [PL 2001, c. 640, Pt. A, §2 (NEW); PL 2001, c. 640, Pt. B, §7 (AFF).] D. If the surviving entity is a filing entity, either contain all the provisions required to be set forth in its public organic document with any other desired provisions that are permitted or have attached a public organic document; except that, in either case, provisions that would not be required by chapter 10 to be included in a restated public organic document may be omitted. [PL 2001, c. 640, Pt. A, §2 (NEW); PL 2001, c. 640, Pt. B, §7 (AFF).] [PL 2001, c. 640, Pt. A, §2 (NEW); PL 2001, c. 640, Pt. B, §7 (AFF).]

2. Conversion to domestic business corporation. After the conversion of a domestic unincorporated entity to a domestic business corporation has been adopted and approved as required by the organic law of the unincorporated entity, articles of entity conversion must be executed on behalf of the unincorporated entity by an officer or other duly authorized representative of the unincorporated entity. The articles must: A. Set forth the name of the unincorporated entity immediately before the filing of the articles of entity conversion and the name to which the name of the unincorporated entity is to be changed, which must be 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. Set forth a statement that the plan of entity conversion was duly approved in accordance with the organic law of the unincorporated entity; and [PL 2001, c. 640, Pt. A, §2 (NEW); PL 2001, c. 640, Pt. B, §7 (AFF).] C. 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; except that, in either case, provisions that would not be required under chapter 10 to be included in restated articles of incorporation of a domestic business corporation may be omitted. [PL 2001, c. 640, Pt. A, §2 (NEW); PL 2001, c. 640, Pt. B, §7 (AFF).] [PL 2003, c. 344, Pt. B, §90 (AMD).]

3. Conversion by law of foreign jurisdiction. After the conversion of a foreign unincorporated entity to a domestic business corporation is authorized as required by the laws of the foreign jurisdiction, articles of entity conversion must be executed on behalf of the foreign unincorporated entity by an officer or other duly authorized representative of the unincorporated entity. The articles must: A. Set forth the name of the unincorporated entity immediately before the filing of the articles of entity conversion and the name to which the name of the unincorporated entity is to be changed, which must be 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. Set forth the jurisdiction under the laws of which the unincorporated entity was organized immediately before the filing of the articles of entity conversion and the date on which the unincorporated entity was organized in that jurisdiction; [PL 2001, c. 640, Pt. A, §2 (NEW); PL 2001, c. 640, Pt. B, §7 (AFF).] C. Set forth a statement that the conversion of the unincorporated entity was duly approved in the manner required by its organic law; and [PL 2001, c. 640, Pt. A, §2 (NEW); PL 2001, c. 640, Pt. B, §7 (AFF).] D. 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; except that, in either case, provisions that would not be required by chapter 10 to be included in restated articles of incorporation of a domestic business corporation may be omitted. [PL 2001, c. 640, Pt. A, §2 (NEW); PL 2001, c. 640, Pt. B, §7 (AFF).] [PL 2003, c. 344, Pt. B, §91 (AMD).]

3-A. File with Secretary of State. The articles of entity conversion must be delivered to the Secretary of State for filing and take effect at the effective time provided in section 125 . [RR 2001, c. 2, Pt. A, §22 (COR); RR 2001, c. 2, Pt. A, §23 (AFF).]

4. Certificate of authority; cancelled. If the converting entity is a foreign unincorporated entity that is authorized to transact business in this State under a provision of law similar to chapter 15 , its certificate of authority or other type of foreign qualification is cancelled automatically on the effective date of its conversion. [PL 2001, c. 640, Pt. A, §2 (NEW); PL 2001, c. 640, Pt. B, §7 (AFF).]
13 M.R.S. § 2153 — ME Code / Title 13 / Part 2 / Chapter 87 / Section 2153
13 §2153. Liability for debts
Status: in_force

A member is not liable for the debts of the association to an amount exceeding the sum remaining unpaid on the member's membership fee or subscription to the capital stock, including any unpaid balance on any promissory note given in payment thereof. [RR 2025, c. 1, Pt. E, §25 (COR).]
13-B M.R.S. § 1301 — ME Code / Title 13-B / Chapter 13 / Section 1301
13-B §1301. Annual report of domestic and foreign corporations; excuse
Status: in_force

1. Annual report. Each domestic corporation, unless excused as provided in subsection 5 , and each foreign corporation authorized to carry on activities in this State shall deliver for filing, within the time prescribed by this Act, an annual report to the Secretary of State setting forth: A. The name of the domestic or foreign corporation and the jurisdiction of its incorporation; [PL 2007, c. 323, Pt. B, §27 (AMD); PL 2007, c. 323, Pt. G, §4 (AFF).] B. The information required by Title 5, section 105, subsection 1 ; [PL 2007, c. 323, Pt. B, §27 (AMD); PL 2007, c. 323, Pt. G, §4 (AFF).] C. The names and business or residence addresses, of the president, the treasurer, the registered agent, the secretary or clerk, and directors of the corporation, including the street or rural route number, town or city and state; [PL 2007, c. 323, Pt. B, §27 (AMD); PL 2007, c. 323, Pt. G, §4 (AFF).] D. A brief statement of the character of the activities in which the domestic or foreign corporation is actually engaged in this State, if any; and [PL 2007, c. 323, Pt. B, §27 (NEW); PL 2007, c. 323, Pt. G, §4 (AFF).] E. The address of its principal office, wherever located. [PL 2007, c. 323, Pt. B, §27 (NEW); PL 2007, c. 323, Pt. G, §4 (AFF).] [PL 2007, c. 323, Pt. B, §27 (AMD); PL 2007, c. 323, Pt. G, §4 (AFF).]

2. Information contained in annual report. The Secretary of State shall specify by rule the period of time to which the annual report applies as provided in subsection 4 . The information contained in the annual report must be current as of the date the report is signed. [PL 1993, c. 680, Pt. A, §23 (RPR).]

2-A. Information contained in annual report. [PL 1993, c. 680, Pt. A, §23 (RP).]

3. Execution. The annual report must be executed as provided by section 104 , except that signing by the president, a vice-president, the secretary, the treasurer, an assistant secretary or any other duly authorized individual without a 2nd signature is deemed valid under section 104, subsection 1, paragraph B, subparagraph (2) . [PL 1993, c. 680, Pt. A, §23 (RPR).]

4. Filing. Subject to rules adopted under section 1302‑A, subsection 4 , the annual report must be delivered for filing to the Secretary of State or a designee. The annual reports may be delivered to the Secretary of State on a staggered basis as defined by the Secretary of State by rule in accordance with the Maine Administrative Procedure Act. The report must apply to the 12-month period specified by the Secretary of State. Proof to the satisfaction of the Secretary of State that the report was deposited in the United States mail in a sealed envelope, properly addressed and with postage prepaid, before the date that penalties become effective for late delivery of annual reports, as established by the Secretary of State by rule, is considered compliance with this subsection. One copy of the report, together with the filing fee required by this Act, must be delivered for filing to the Secretary of State, who shall file the report if the Secretary of State finds that it conforms to the requirements of this Act. If the Secretary of State finds that the report does not conform, the Secretary of State shall promptly mail or otherwise return the report to the corporation for necessary corrections, in which event the penalties prescribed by this Act for failure to file the report within the time provided in this section do not apply if the report is corrected to conform to the requirements of this Act and returned to the Secretary of State within 30 days from the date on which it was mailed or otherwise returned to the corporation by the Secretary of State. [PL 1993, c. 680, Pt. A, §23 (RPR).]

5. Certificate of excuse. The Secretary of State, upon application by a corporation and satisfactory proof that it has ceased to carry on activities, shall file a certificate of that fact and shall give a duplicate certificate to the corporation. The corporation is then excused from filing annual reports with the Secretary of State as long as the corporation carries on no activities. The name of a corporation remains in the Secretary of State's record of corporate names and is protected for a period of 5 years following the filing of the certificate under this subsection. [PL 2007, c. 535, Pt. A, §2 (AMD); PL 2007, c. 535, Pt. A, §7 (AFF).]

6. Vote to carry on activities. The members entitled to vote or, if none, the directors of a corporation that has been excused pursuant to subsection 5 may vote to resume carrying on activities at a meeting duly called and held for that purpose. A certificate executed and filed as provided in sections 104 and 106 , setting forth that a members' or directors' meeting was held, the date and location of the meeting and that a majority of the members or directors voted to resume carrying on activities, authorizes that corporation to carry on activities; after that certificate is filed, the corporation is required to file annual reports beginning with the next reporting deadline following resumption as established by subsection 4 . [PL 1993, c. 680, Pt. A, §23 (RPR).]
13 M.R.S. § 744 — ME Code / Title 13 / Part 1 / Chapter 22-A / Section 744
13 §744. Acquisition procedure
Status: in_force

1. Written notice. In the absence of an article provision, bylaw provision or private agreement described in section 743 , subsection 2, if shares must be acquired under section 743 , a professional corporation shall deliver a written notice to the executor or administrator of the estate of its deceased shareholder, or to the disqualified person or transferee, offering to purchase the shares at a price the corporation believes represents their fair value as of the date of death, disqualification or transfer. The offer notice must be accompanied by the corporation's balance sheet for a fiscal year ending not more than 16 months before the effective date of the offer notice, an income statement for that year, a statement of changes in shareholders' equity for that year and the latest available interim financial statements, if any. [PL 2001, c. 640, Pt. B, §2 (NEW); PL 2001, c. 640, Pt. B, §7 (AFF).]

2. Option period. A disqualified person has 30 days from the effective date of the notice provided pursuant to subsection 1 to accept the professional corporation's offer or demand that the corporation commence a proceeding under section 745 to determine the fair value of that disqualified person's shares. If the disqualified person accepts the offer, the corporation shall make payment for the shares within 60 days from the effective date of the offer notice, unless a later date is agreed on, upon the disqualified person's surrender of the shares to the corporation. [PL 2001, c. 640, Pt. B, §2 (NEW); PL 2001, c. 640, Pt. B, §7 (AFF).]

3. Termination of interest. After a professional corporation makes payment for shares in accordance with this section, a disqualified person has no further interest in those shares. [PL 2001, c. 640, Pt. B, §2 (NEW); PL 2001, c. 640, Pt. B, §7 (AFF).]
13 M.R.S. § 1981 — ME Code / Title 13 / Part 2 / Chapter 85 / Section 1981
13 §1981. Accounting for earnings or losses
Status: in_force

1. Internal accounts. Any employee cooperative may establish in its articles of incorporation or bylaws a system of internal capital accounts to reflect the book value and to determine the redemption price of membership shares, capital stock and written notices of allocation. [PL 1983, c. 136 (NEW).]

2. Redemption. The articles of incorporation or bylaws of an employee cooperative may permit the periodic redemption of written notices of allocation and capital stock, and must provide for recall and redemption of the membership share upon termination of membership in the cooperative. No redemption may be made if such redemption would result in the liability of any director or officer of the employee cooperative under Title 13-C . [RR 2001, c. 2, Pt. B, §32 (COR); RR 2001, c. 2, Pt. B, §58 (AFF).]

3. Interest. The articles of incorporation or bylaws may provide for the employee cooperative to pay or credit interest on the balance in each member's internal capital account. [PL 1983, c. 136 (NEW).]

4. Collective reserve account. The articles of incorporation or bylaws may authorize assignment of a portion of retained net earnings and net losses to a collective reserve account. For purposes of this chapter, a collective reserve account means an unindividuated account on the corporate books representing the corporation's entire net book value minus balances in any other equity accounts. Earnings assigned to the collective reserve account may be used for any and all corporate purposes as determined by the board of directors. [PL 1983, c. 136 (NEW).]
13-C M.R.S. § 754 — ME Code / Title 13-C / Chapter 7 / Section 754
13-C §754. Stay of proceedings
Status: in_force

If the corporation commences an inquiry into the allegations made in the complaint or demand under section 753 , the court may stay any derivative proceeding for such period as the court considers appropriate. [PL 2001, c. 640, Pt. A, §2 (NEW); PL 2001, c. 640, Pt. B, §7 (AFF).]
13-C M.R.S. § 641 — ME Code / Title 13-C / Chapter 6 / Section 641
13-C §641. Shareholders' preemptive rights
Status: in_force

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

2. No preemptive right absent statement in articles of incorporation. The shareholders of a corporation do not have a preemptive right to acquire the corporation's unissued shares except to the extent the articles of incorporation provide. [PL 2001, c. 640, Pt. A, §2 (NEW); PL 2001, c. 640, Pt. B, §7 (AFF).]

3. Statement. A statement included in the articles of incorporation that "the corporation elects to have preemptive rights," or containing words of similar import, means that the principles set out in paragraphs A to F apply except to the extent the articles of incorporation expressly provide otherwise. A. The shareholders of the corporation have a preemptive right, granted on uniform terms and conditions prescribed by the board of directors to provide a fair and reasonable opportunity to exercise the right, to acquire proportional amounts of the corporation's unissued shares upon the decision of the board of directors to issue them. [PL 2001, c. 640, Pt. A, §2 (NEW); PL 2001, c. 640, Pt. B, §7 (AFF).] B. A shareholder may waive that shareholder's preemptive right. A waiver evidenced by a writing is irrevocable even though it is not supported by consideration. [PL 2001, c. 640, Pt. A, §2 (NEW); PL 2001, c. 640, Pt. B, §7 (AFF).] C. There is no preemptive right with respect to: (1) Shares issued as compensation to directors, officers, agents or employees of the corporation, its subsidiaries or affiliates; (2) Shares issued to satisfy conversion or option rights created to provide compensation to directors, officers, agents or employees of the corporation, its subsidiaries or affiliates; (3) Shares authorized in articles of incorporation that are issued within 6 months from the effective date of incorporation; or (4) Shares sold otherwise than for money. [PL 2001, c. 640, Pt. A, §2 (NEW); PL 2001, c. 640, Pt. B, §7 (AFF).] D. Holders of shares of any class without general voting rights but with preferential rights to distributions or assets have no preemptive rights with respect to shares of any class. [PL 2001, c. 640, Pt. A, §2 (NEW); PL 2001, c. 640, Pt. B, §7 (AFF).] E. Holders of shares of any class with general voting rights but without preferential rights to distributions or assets have no preemptive rights with respect to shares of any class with preferential rights to distributions or assets unless the shares with preferential rights are convertible into or carry a right to subscribe for or acquire shares without preferential rights. [PL 2001, c. 640, Pt. A, §2 (NEW); PL 2001, c. 640, Pt. B, §7 (AFF).] F. Shares subject to preemptive rights that are not acquired by shareholders may be issued to any person for a period of one year after being offered to shareholders at a consideration set by the corporation's board of directors that is not lower than the consideration set for the exercise of preemptive rights. An offer at a lower consideration or after the expiration of one year is subject to the shareholders' preemptive rights. [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. Preemptive rights. Nothing in this section detracts from or takes away the preemptive rights that pertained to any shares of a corporation that were issued and outstanding on June 30, 2003. The rights may be altered by an amendment adopted pursuant to chapter 10 . [PL 2003, c. 344, Pt. B, §58 (NEW).]
13-B M.R.S. § 1103 — ME Code / Title 13-B / Chapter 11 / Section 1103
13-B §1103. Effect of statement of revocation of voluntary dissolution proceedings
Status: in_force

Upon the filing by the Secretary of State of a statement of revocation of voluntary dissolution proceedings, whether by resolution of the board approved by the members or by action of the board in the absence of any members, or any members entitled to vote thereon, the revocation of the voluntary dissolution proceedings shall become effective, and the corporation may again carry on its activities. [PL 1977, c. 525, §13 (NEW).]
13 M.R.S. § 745 — ME Code / Title 13 / Part 1 / Chapter 22-A / Section 745
13 §745. Court action to appraise shares
Status: in_force

1. Demand for proceeding. If a disqualified person does not accept a professional corporation's offer under section 744, subsection 2 within the 30-day period, the disqualified person at any time during the 60-day period following the effective date of the notice may deliver a written notice to the corporation demanding that it commence a proceeding to determine the fair value of the shares. The corporation may commence a proceeding at any time during the 60 days following the effective date of its offer notice. If the corporation does not commence such a proceeding, the disqualified person may commence a proceeding against the corporation to determine the fair value of those shares. [PL 2001, c. 640, Pt. B, §2 (NEW); PL 2001, c. 640, Pt. B, §7 (AFF).]

2. Court procedure. A professional corporation or disqualified person shall commence a proceeding under this section in the Superior Court of the county where the corporation's principal office or, if there is no principal office in this State, its registered office is located. The corporation shall make the disqualified person a party to the proceeding as in an action against the disqualified person's shares. The jurisdiction of the court in which the proceeding is commenced is plenary and exclusive. [PL 2001, c. 640, Pt. B, §2 (NEW); PL 2001, c. 640, Pt. B, §7 (AFF).]

3. Appraisers. The court may appoint one or more persons as appraisers to receive evidence and recommend decision on the question of fair value. The appraisers have the power described in the order appointing them or in any amendment to it. [PL 2001, c. 640, Pt. B, §2 (NEW); PL 2001, c. 640, Pt. B, §7 (AFF).]

4. Valuation date. A disqualified person is entitled to judgment for the fair value of the person's shares determined by the court as of the date of death, disqualification or transfer together with interest from that date at a rate found by the court to be fair and equitable. [PL 2001, c. 640, Pt. B, §2 (NEW); PL 2001, c. 640, Pt. B, §7 (AFF).]

5. Payment installments. The court may order a judgment ordered under this section paid in installments determined by the court. [PL 2001, c. 640, Pt. B, §2 (NEW); PL 2001, c. 640, Pt. B, §7 (AFF).]
13 M.R.S. § 735 — ME Code / Title 13 / Part 1 / Chapter 22-A / Section 735
13 §735. Prohibited activities
Status: in_force

1. Limited activities. A professional corporation may not render any professional service or engage in any business or service other than the professional service and business authorized by its articles of incorporation and services or businesses reasonably related thereto. [PL 2001, c. 640, Pt. B, §2 (NEW); PL 2001, c. 640, Pt. B, §7 (AFF).]

2. Investments. Nothing in subsection 1 prohibits a professional corporation from investing its funds in real estate, mortgages, securities or any other type of investment. [PL 2001, c. 640, Pt. B, §2 (NEW); PL 2001, c. 640, Pt. B, §7 (AFF).]
13-C M.R.S. § 752 — ME Code / Title 13-C / Chapter 7 / Section 752
13-C §752. Standing
Status: in_force

A shareholder may not commence or maintain a derivative proceeding unless the shareholder: [PL 2001, c. 640, Pt. A, §2 (NEW); PL 2001, c. 640, Pt. B, §7 (AFF).]

1. Shareholder at time of act or omission. Was a shareholder of the corporation at the time of the act or omission complained of or became a shareholder through transfer by operation of law from one who was a shareholder at that time; and [PL 2001, c. 640, Pt. A, §2 (NEW); PL 2001, c. 640, Pt. B, §7 (AFF).]

2. Represents interests. Fairly and adequately represents the interests of the corporation in enforcing the right of the corporation. [PL 2001, c. 640, Pt. A, §2 (NEW); PL 2001, c. 640, Pt. B, §7 (AFF).]
13-C M.R.S. § 1009 — ME Code / Title 13-C / Chapter 10 / Section 1009
13-C §1009. Effect of amendment
Status: in_force

An amendment to a corporation's articles of incorporation does not affect a cause of action existing against or in favor of the corporation, a proceeding to which the corporation is a party or the existing rights of persons other than shareholders of the corporation. An amendment changing a corporation's name does not abate a proceeding brought by or against the corporation in its former name. [PL 2001, c. 640, Pt. A, §2 (NEW); PL 2001, c. 640, Pt. B, §7 (AFF).]