An Act To Amend the Laws Relating to Nonprofit Corporations
Maine Legislature, Session 121, LD 1761
Committee: Judiciary
Sponsors: BULL, CARR
Amends: 13 MRSA §903, 13 MRSA §931, 13 MRSA §934, 13 MRSA §937, 13 MRSA §938, 13 MRSA §961, 13 MRSA §981, 13 MRSA §3025

12lst MAINE LEGISLATURE 
Legislative Document 
No. 1761 
H.P.1283 
House of Representatives, December 22,2003 
An Act To Amend the Laws Relating to Nonprofit Corporations 
Submitted by the Secretary of State pursuant to Joint Rule 204. 
Received by the Clerk of the House on December 17, 2003. Referred to the Committee on 
Judiciary pursuant to Joint Rule 308.2 and ordered printed pursuant to Joint Rule 401. 
Presented by Representative BULL of Freeport. 
Cosponsored by Representative: CARR of Lincoln. 
Printed on recycled paper 
'17/~ /J7.1ll~~ 
MILLICENT M. MacFARLAND 
Clerk 
Be it enacted by the People of the State of Maine as follows: 
Sec. 1. 13 MRSA §903, as corrected by RR 1993, c. 1, §39, is 
repealed and the following enacted in its place: 
§903. 
Certificate of organization 
The incorporators shall prepare, sign, date and deliver for 
filing with the Secretary of State a certificate of organization 
setting 
forth 
the 
name, 
location, 
officers 
and 
directors, 
trustees or managing board and purposes of the corporation. The 
certificate must 
clearly state that 
the 
corporation is 
not 
organized for profit and that no property or profit of the 
corporation inures to the benefit of any person, partnership or 
corporation except in furtherance of the benevolent or nonprofit 
purposes of the corporation. 
Once the Secretary of State has 
filed the certificate of organization, the corporation may carry 
on activities pursuant to this chapter. 
Sec. 2. 13 MRS A §§907 and 908 are enacted to read: 
§901. 
Filing duty of the Secretary of State 
If a certificate delivered for filing with the Secretary of 
State satisfies the reguirements of this chapter, the Secretary 
of State shall file t,he certificate. 
The date of filing is the 
date of receipt by the Secretary of State. 
After filing any 
certificate under this chapter, 
the Secretary of State shall 
deliver to the corporation or its representative a copy of the 
document with an acknowledgement of the date of filing. 
§908. 
Fees for filing certificates 
A fee of $5 must be submitted with any certificate required 
or permitted to be filed with the Secretary of State under this 
chapter. 
Sec. 3. 13 MRSA §931, as corrected by RR 1991, c. 2, §40, 1S 
amended to read: 
§931. Powers; change of name; proceedings; fee 
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 voteT at a legal meeting of its members at which at 
least 25°-0 are presentT or at a legal meeting of its directors, 
trustees or managing board, however designated, change its name 
and adopt a new oneT-a ~ 
notice of the intention to change the 
name 
t;e must be given in the call for the meeting. 
When the 
proceedings of 6l:lea the meeting relating to 6l:lea the change of 
nameT are certified by the clerk or secretary of the corporation, 
a~e-~€~Y~Bea-~~~~-~~~~-e€ the corporation shall deliver for 
filing with 
the 
Secretary of 
State 
t;e--ee--~eee~aeaT--t;ae 
Q 
certificate of name is--£-haB'3ea change signed and dated by the 
clerk or secretary of the corporation. 
A-€ee-e€-$5-mY6~-a€€em~aRy 
t;ae--G€-~t;.i-~i-ea1;e ... 
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 
enti tIed 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. A-€e£~~~~€a~€-~-~~~~~-t;.ae-Rame 
e€-~~~~~~at;.~~-mY6~-~-~i~ea-~-~~-eleF*-~-~r~~r~-e€ 
Eae--£B~~~a~~B£--~-t;.ae-£e'3i6E£y-~-~-iR-~he-~~-i-~-waiea 
Eae--ee~~e~at;ieR--aa6--iE6--leeat;ieR--wit;aiR--&g--aay6--a€t;e~--Eae 
~~eeeeaiR'36-~~-~h€-~t;.i~-~~-~e~l:l~Rea-~~-~he-~~~i-ee-~--Eae 
gee~et;a~y-e~-~~~-~-~-i6-£e~Yi£ea-~-~~~r~~r~-~~-gt;at;e 
€e~--t;.ae-~-i-~~r-~--~h€--Fe'3i6t;~y-~~-~-~--~€£€~¥€--€e~ 
Feee~aiR'3-6Y£h-~~~~~-£~~~~-~.-e€-~~~'-~~~~~~&-Re1; 
a~~lY-Ee-ee~~e~a1;ieR6-e~'3aRigea-l:lRae~-e~-'3eVe~Rea-ey-~i1;le-±~-g ... 
Sec. 4. 13 MRSA §934, as amended by PL 1977, c. 592, §4, is 
further amended to read: 
§934. Amendments 
In 
addition 
to 
any 
other 
method 
provided 
by 
law, 
a 
corporation organized 
wit;ael:lt;--D-ap-i~-a-1--6t;ee* under this chapter, 
incl uding specially chartered churches, but not other specially 
chartered corporations, may change the number of its officers, 
directors, trustees or members of its managing board, 
however 
designated, 
and change its purposes by altering, abridging or 
enlarging the same, and make any other changes in its certificate 
of organization as originally filed or subsequently amended that 
may be desired, 
~Feviaea if such changes would be proper to 
insert in an original certificate of organization. 
£l:leR 
The 
change 6aal± must be made by vote of a majority of those members 
wi th voting rights present at, or if the corporation 6aa~~-Rave 
Re does not have members with voting rights, then by a majority 
vote of its whole board of directorsT or trustees or managing 
board, however designated, taken at any legal meetingT-tae ~ ___ 
The 
notice of waiea 
the 
meeting 6aall must 
give 
notice 
of 
the 
proposed action. 
~ae-~~~~-~~~~-iR-~~-~-Felat;iR'3 
t;e-£e~¥e~a~~eB6-~~~~i-t~-ea~i-t;.a~-6t;ee*-a6-~~~~-~i-~i-~-eF 
~eee~aia~-~-~~~~~~~&r-a£~~€Jes-~--e~aeF-4~£~me£~£-~it~-tRe 
See~eta~y-~~-~~~-~--J£--aay--e~aeF-~~--Hr-~~--~e--make 
e f: f:ee tive - - €haB~e£- - -i£-. - 4:.-he-i-r- - -oe-r-t::-i-f-i-Gat.-e-s-- ~~ - -eF~a:ai~a~ie:a - -e li' 
a ~ tie ;\, e s - ~- - i:aea-F~ Fa E· ie-:a - £.fl.a-l-l- ---aw1y- - ~ e--oo-r-po-r-a-t:-i-o-ns- - e ~~ aa is e a 
witRe1:iI:-€a~~~aJ-£~~£·k7-·-eK-£-ep-t-4:.-ha-t.---6-U-Gh-~~~~~~~&r-aF~ie1-e&-eF 
eI:Re~-4e£-QHleB~£-~-be.-appFa-pFia~e1-y-al~e£ea--t-€>-~-e-f-l-e-o-t--~ae.-f:aet 
I:Ral:--~ae.--oo-r-po-r~~-~4:.-i~-£efJe€~ea--~aeFei:a--b&-~--~~~e£--By 
sl:eekRe±ae~sT-~B4-~-b&~~~~~1eG-By-~he-~~~~~--S~a~-aBa 
f:i;\,ea--wisa--&he-~ret~~~-~--~~~-~-~~~-~--€haa~e--ef: 
p1:i~peseS--€eB~a~Bea--~£e~eJ£--~~~--~~~--~--&~ea--ee~pe~atiea 
Beeemia~-€ha£4~aele-J£--~~~~~~~~~-~Feffi-~a~a~ie:ar-~Ri6 
seel:iea--sRa±±--ael:--app±y--l:e--ee~pe~al:ieas--e~~aaisea--1:iaaeF--eF 
~eve~aea--by--'I-*1e--±~-~ ... If the corporation amends any provision 
of 
any certificate filed with 
the 
Secretary of 
State, 
the 
corporation must prom12,tly deliver for filing with the Secretary 
of State a certificate of amendment signed and dated by the clerk 
or secretary of the corporation. 
Sec. 5. 13 MRSA §937, as amended by PL 1977, c. 592, §5, is 
further amended to read: 
§937. 
Dissolution 
Except as provided in section 938, any corporation organized 
wil:ae~~-eapil:a1--s~e€k under this ch~~ may be dissolved ia-~Re 
same - ~- -and- -w i~a - ·the- -i3-affie- -e-~Ee-e-~ - as - -a- -GG-FpG-F-a-t::-.i-G-& -e F~ aB i sea 
wiI:R--<3-ap-it~1---s-t-&£~ .... --aaa by using the procedures 
~eve£BJB~--I:Re 
ai s se ±1:il:iea- ~- - €e£~e£,a~4eBs- -<rF-g-a&.i-3-ed---w-i-t-b- -e-api~a1- - -&t-o-ok- - 6Ral 1 
apply--~e---t~-~~~~~-~--GG-~~~a&ie-:a&--e~a:ai~ee--wiI:Re1:i\; 
eapil:al-sl:eek set forth in Title 13-8, chapter 11 and deliver for 
filing with the Secretary of State the required certificates, 
signed and dated by the clerk or secretary of the corporation. 
Solely for the purposes of this section and the dissolution of a 
corporation organized 
wiI:Re1:iI:--o-ap-it-a-~-sl:eek under this chapter, 
each member with voting rights of 61:ieR the corporation, or if 
S1:ieR the corporation Ras--:ae does not have members with voting 
rights, each director t. 
trustee or member of the managing board, 
however 
designated, 
!;RaJ:J:--be---<'!-G-n&-ide-Fed--~--€leeme€I--~~--ee--a 
stee*ael-Ge~-heJaia~ has one 
sRaFe-~--..e-~i-nq--s\;eek vote for the 
purposes of calling, noticing, conducting and holding meetings 
and voting 
\;Re~eat at those meetings, 
and for the purpose of 
commencing or otherwise participating as a party in civil actions 
in respect of dissolution, but for no other purposes. In addition 
to other parties who may commence or participate in such civil 
actions as provided in the law relating to corporations organized 
Wi\;R-~4:.-a-~-&~eek under this chapter, the Attorney General may 
commence, or otherwise participate in, any civil action relating 
to the dissolution of any corporation organized witae~t-€a~~\;al 
steek under this chapter. 
AaY-~~&~~~~r-~4:.~-o-l-€-&---e~--e\;Re~ 
aee~mea\;s-~e~~J~e4-~-~~it~~-&e-Be-fJJe4-~-~~~-w~ta-\;Re 
• 
l' 
See~e~a~y-e~-~~€-~--~-a&y-e~ae~-~la€e-~-~~-~-F~±a~i~-~e 
~ae-£~££~~~~~~£-~-~F~Fa~~&&-e~~aHi8ea-w~~h-~~~~-&~*-may 
Be-{ilea-e~-~e£~~£e£-~~~~~~~~~~-~~~~F-i&-&~ea-e~aeF 
~;I, aee s - ey - a- -€~~-at.-i-€ffi- ~-qan-i~ 
-w-i~-hQ.u-t- --oap-i-t-a-l-- -&t;.o.G-* -G-F -By - aHY 
a~~Fe~~ia~e-e~~~£e~-~~~~-~i-t~-&~ea-eaaH~es-~~~~~~y-Be 
a~~~e~~ia~e-~~-~~-~-aeee~H~-ef-~~~~~~-&&~-aaviH~ 
eapi~a;l,-~~~-~F-6~eekaelaeF6T-~-~-ef-~-&aall-~-~~-~e 
~ae-~~~~-ef-~~~-~£-~~&~-~--~h~-~~~~~-e~-~~-sHeR 
ee~~i{iea~eT-~~~~l~-eF-~~--aeeHffieH~T-~~i~-see~ieH-~~~-He~ 
a~~;I,y-~e-ee~~eFa~ieHs-e~~aHi8ea-HHaeF-e~-~eveFHea-By-±i~;I,e-;I,6-8T 
Sec. 6. 13 MRSA §938, as amended by PL 1977, c. 592, §6, is 
further amended to read: 
§938. 
Distribution of assets 
In 
case 
of 
the 
dissolution of 
a 
corporation 
e~~aHi8ea 
wi~aeH~--ea~i~al--s~eek pursuant to 
section 
or 
any 
other 
provision of law, the assets of the corporation remaining after 
the payment of all of its debts saa;l,;I, ~ 
be distributed in the 
manner 
and to the persons, 
firms, 
associations, corporations, 
trusts or other legal entities provided in its certificate of 
organization or any amendment 
theretoT--p-:r~ide-d--~aa~; however, 
the assets of a charitable corporation waiea that is dissolved 
saall may not be devoted to other than charitable purposes. In 
the case of the dissolution of a corporation organized 
wi~aeH~ 
ea~i~al--6~eek 
under 
this 
cha~ter other 
than 
a 
charitable 
corporation, unless contrary provision is made in its certificate 
of organization or 
any 
amendment thereto, 
the assets of the 
corporation remaining after the payment of its debts saal;l, mus t 
be distributed equally to its members. 
Ne--~~evisieH--eE--;I,aw 
~e;l,a~iH~-~~-~~~i&~Fi&~~~&-eE-a££e~£-~-~F~Fa~~&&-eF~aHisea 
wi~a-€a~i~al-£~~£~-~~-~~~1--iG&~~-~-~a~-ais~FiBH~ieH 
e{-~~-G-~-€e~~e~a~ieB5-~~~-wi~ae~~-£a~~a~-~~r-±Ri6 
see~ieH--saa±l--He~--a~~ly--~e--eeF~e~a~ieHs--e~~aHi8ea--HHae~--eF 
~eveFBea-By-±i~;I,e-16-8T 
Sec. 7. 13 MRSA §961, as amended by PL 1977, c. 592, §8, is 
repealed and the following enacted in its place: 
§961. Procedure 
Any 2 or more 
cor~orations organized under this cha~ter may 
consolidate into a single cor~oration, which may be either one of 
the 
cor~orations or a 
new 
cor~oration under the laws of this 
State 
to 
be 
formed 
by 
means 
of 
the 
consolidation. 
The 
consolidation may be effected by vote of the directors, trustees 
or 
managing 
board, 
however 
designated, 
of 
each 
of 
those 
cor~orations at a 
legal meeting thereof ratifying a 
pro~osed 
agreement 
of 
consolidation. 
The 
resulting 
corporation 
shall 
deliver for filing with the Secretary of State a certificate of 
consolidation signed and dated by the clerk or secretary of the 
corporation. When thEl certificate of consolidation is filed, the 
separate existence of all of the constituent corporations, or of 
all of the constituent corporations except the one into which the 
constituent corporations have been consolidated, ceases and the 
constituent 
corporations, 
whether 
consolidated 
into 
a 
new 
corporation or merged into one of the constituent corporations, 
as the case may be, become the consolidated corporation by the 
name 
provided 
in 
the 
agreement, 
possessing all 
the 
rights, 
privileges, powers, 
franchises and immunities of 
a public and 
private 
nature 
and 
being 
subject 
to 
all 
the 
liabilities, 
restrictions 
and 
duties 
of 
each 
of 
those 
corporations 
so 
consolidated, and all the rights, privileges, powers, franchises 
and immunities of each of those constituent corporations, and all 
real, 
personal 
and 
mixed 
property 
of 
those 
constituent 
corporations, 
a'll 
debts 
due 
to 
any 
of 
those 
constituent 
corporations on whatever account and all other things in action 
of or belonging to each of those constituent corporations are 
vested in the consolidated corporation. 
All property, 
rights, 
privileges, 
powers, 
franchises, 
immunities 
and 
all 
other 
interests 
are 
thereafter 
the 
property 
of 
the 
consolidated 
corporation in the same manner as they were of the several and 
respective constituent corporations, and the title to any real 
estate, whether by deed or otherwise vested under the laws of 
this State in any of those constituent corporations, 
may not 
revert or in any way be impaired by reason of the consolidation. 
All rights of creditors and all liens upon the property of any of 
those constituent corporations are preserved unimpaired, limited 
to 
the property affected by 
such liens at the 
time of 
the 
consolidation, 
and all debts, 
liabilities and duties 
of 
the 
respective 
constituent 
corporations 
henceforth attach 
to 
the 
consolidated corporation and may be enforced against it to the 
same extent as if those debts, liabilities and duties had been 
incurred or contracted by it. 
Sec. 8. 13 MRSA §981·A, as amended by PL 1993, c. 316, §9, is 
repealed and the following enacted in its place: 
§981-A. 
AcknQwledgement of previously unrecognized 
corporations 
An 
existing nonprofit corporation that is not currently 
recognized by the Secretary of State may prepare, sign, date and 
deliver for filing with the Secretary of State a certificate of 
organization setting forth the original name, the date, place and 
purpose 
of 
the 
incorporation, 
any 
subsequent 
changes 
to 
the 
corporate name and the current name, location and officers of the 
corporation. 
If the Secretary of State by examination of the 
corporate records or other substantial evidence finds that the 
• 
.. 
corporation was 
formed, 
the Secretary of State shall file the 
certificate of organization. 
Sec. 9. 13 MRSA §3025, as amended by PL 1977, c. 696, §158, 
is repealed and the following enacted in its place: 
§3025. 
Filing of certificate; change of name; filing duty 
of the Secretary of State 
1. 
Certificate. 
The clerk, treasurer and a majority of the 
board of trustees of every independent local church incorporated 
under sections 3021 to 3024 shall prepare, sign, date and deliver 
for 
filing 
with 
the 
Secretary 
of 
State 
a 
certificate 
of 
incorporation, in the format approved by the Secretary of State, 
setting forth the name of the church, the town or city where the 
church is located and the number and names of the members of its 
board 
of 
trustees. 
A filing 
fee 
of 
$5 
must 
accompany 
the 
certificate . 
2. 
Change of certificate. 
The name of any incorporated 
church or any other provision in the certificate of incorporation 
filed under subsection 1 
may be changed by vote in a 
legal 
meeting duly called for this purpose. 
The clerk or other dul.s 
authorized officer of the corporation shall prepare, sign, date 
and deliver for filing with the Secretary of State a certificate L 
in the format approved by the Secretary of State, setting forth 
the name of the church, the town or city where the church is 
located, the date and the nature of the change and a statement 
that 
a 
majority 
of 
the 
members 
or 
trustees 
authorized 
the 
change. 
A filing fee of $5 must accompany the certificate. 
3. 
Filing certificate. 
If 
a 
certificate delivered for 
filing with the Secretary of State pursuant to this section 
satisfies the requirements of this chapter, 
the Secretary of 
State shall file the certificate. 
The date of filing is the date 
of 
receipt 
by 
the 
Secretary 
of 
State. 
After 
filing 
any 
certificate under this chapter, 
the Secretary of State shall 
deliver to the corporation or its representative a copy of tl}e 
document with an acknowledgement of the date of filing. 
SUMMARY 
This bill eliminates duplicate filings with the Registry of 
Deeds for documents filed by nonprofit corporations formed under 
the Maine Revised Statutes, Title 13, chapters 81 and 93. 
This 
bill also streamlines the filing requirements with the Secretary 
of State to be consistent with the filing requirements for other 
nonprofit corporations formed under Title l3-B.