An Act To Clarify Membership on Boards of Directors for Maine Financial Institutions
Maine Legislature, Session 121, LD 1717
Committee: Insurance and Financial Services
Sponsors: MAYO, PINGREE, LaFOUNTAIN, DAVIS, KOFFMAN, MAILHOT, O'NEIL, RICHARDSON, SUSLOVIC, WATSON
Amends: 9-B MRSA §326

MAINE STATE LEGISLATURE 
The following document is provided by the 
LAW AND LEGISLATIVE DIGITAL LIBRARY 
at the Maine State Law and Legislative Reference Library 
http://legislature.maine.gov/lawlib 
Reproduced from scanned originals with text recognition applied 
(searchable text may contain some errors and/or omissions) 
l2lst MAINE LEGISLATURE 
Legislative Document 
No. 1717 
S.P.649 
In Senate, December 17, 2003 
An Act To Clarify Membership on Boards of Directors for Maine 
Financial Institutions 
(EMERGENCY) 
Approved for introduction by a majority of the Legislative Council pursuant to Joint Rule 
203. 
Received by the Secretary of the Senate on December 16, 2003. Referred to the Committee 
on Insurance and Financial Services pursuant to Joint Rule 308.2 and ordered printed pursuant 
to Joint Rule 401. 
Presented by Senator MAYO of Sagadahoc. 
Cosponsored by Representative PINGREE of North Haven and 
JOY J. O'BRIEN 
Secretary of the Senate 
Senator: LaFOUNTAIN of York, Representatives: DAVIS of Falmouth, KOFFMAN of Bar 
Harbor, MAILHOT of Lewiston, O'NEIL of Saco, RICHARDSON of Brunswick, SUSLOVIC 
of Portland, WATSON of Bath. 
Printed on recycled paper 
Emergency preamble. Whereas, Acts of the Legislature do not 
become effective until 90 days after adjournment unless enacted 
as emergencies; and 
Whereas, the Maine Business Corporation Act took effect July 
1, 
2003 
and 
has 
standardized 
the 
corporate 
structure 
and 
governance of Maine corporations; and 
Whereas, certain provisions in law remain inconsistent with 
that Act; and 
Whereas, in the judgment of the Legislature, these facts 
create an emergency within the meaning of the Constitution of 
Maine 
and 
require 
the 
following 
legislation 
as 
immediately 
necessary for the preservation of the public peace, health and 
safety; now, therefore, 
Be it enacted by the People of the State of Maine as follows: 
Sec. 1. 9-B MRS A §326, sub-§I, 1(A, as amended by PL 1997, c. 
398, Pt. D, §13, is repealed. 
Sec. 2. 9-B MRSA §326, sub-§I, 1(A-l is enacted to read: 
A-l. 
The financial institution's articles of incorporation 
or bylaws may prescribe qualifications for directors. 
A 
director need not be a resident of this State unless the 
articles of incorporation or bylaws so prescribe. 
Sec. 3. 9-B MRSA §326, sub-§I, 1(B, as corrected by RR 2001, c. 
2, Pt. B, §11 and affected by §58, is amended to read: 
B. 
The initial board of directors must be elected at the 
first meeting of the corporators or the incorporators as 
provided for in section 323, and the board of directors must 
be elected by a vote of the corporators or members at each 
annual 
meeting 
thereaftert--eHeeF~--~aa~--~ae--a~~iele6--eE 
iBee~Fe~a~ieB-~-~~~Y-F~eviae-~~-~~~~-ai~ee~e~6 
iB-~~~~~~it~-~i~le-~~~-~~-8Qe. The financial 
institution's articles 
of 
incorporation 
may 
provide 
for 
staggering the terms of directors by dividing the total 
number of directors into 
or 3 groups, with each group 
containing, as close as possible, 1/2 or 1/3, as the case 
may be, of the total. If the terms are staggered, the terms 
of directors in the first group expire at the first annual 
meeting after their election, the terms of the 2nd group 
expire at the 2nd annual meeting after their election and 
the terms of the 3rd group, if any, expire at the 3rd annual 
meeting after their election. 
After the initial staggered 
terms, all subsequent terms for directors, or if the terms 
are not staggered, all terms of directors , must be for the 
same number of years, which may be either 2 or 3 years. 
Directors must be chosen at annual meetings, 
or special 
meetings duly called, to succeed those whose terms expire. 
Sec. 4. 9-B MRSA §326, sub-§l, ~C, as enacted by PL 1975, c. 
500, §l, is amended to read: 
C. 
Vacancies on the board occurring during the year may be 
filled by the board until the next annual meeting of the 
corporators or members, who shall elect a director at such 
time to fill such position for the remainder of the term. 
Any vacancy waiea that causes the number of directors to 
fall below the minimum required in 
paE'a~E'a~a.-A--o-r--iB the 
institution'S bylaws saall or articles of incorporation must 
be filled immediately. 
Sec. 5. 9-B MRSA §326, sub-§2, ~~D and E are enacted to read: 
D. 
The financial institution'S board of directors may hold 
regular or special meetings in or out of this State. 
E. 
Unless 
the 
financial 
institution's 
articles 
of 
incorporation or bylaws 
provide otherwise, 
the financial 
institution'S board of directors 
may 
permit 
any or all 
directors to participate in a regular or special meeting by, 
or conduct the meeting through the use of, any means of 
communication 
by 
which 
all 
directors 
participating 
may 
simultaneously 
hear 
each 
other 
during 
the 
meeting. 
A 
director participating in a meeting by this means is deemed 
to be present in person at the meeting. 
Emergency clause. 
In view of the emergency cited in the 
preamble, this Act takes effect when approved. 
This bill makes 
directors 
of 
Maine 
SUMMARY 
requirements for membership on boards of 
financial 
institutions 
consistent 
with 
membership requirements in the Maine Business Corporation Act.