An Act To Amend the Laws Governing the Activity of Certain Nonprofit Corporations
Maine Legislature, Session 125, LD 1275
Committee: Energy, Utilities and Technology
Sponsors: HOBBINS, TUTTLE, RECTOR, SAVIELLO, CRAY, DION, DUNPHY, LIBBY, MARTIN
Amends: 13-B MRSA §404, 13-B MRSA §404-A, 13-B MRSA §1201, 13-B MRSA §1202, 13-B MRSA §1203, 13-B MRSA §1301

Legislative Document 
No. 1275 
S.P. 396 
In Senate, March 23, 2011 
An Act To Amend the Laws Governing the Activity of Certain 
Nonprofit Corporations 
Reference to the Committee on Energy, Utilities and Technology suggested and ordered 
printed. 
JOSEPH G. CARLETON, JR. 
Secretary of the Senate 
Presented by Senator HOBBINS of York. 
Cosponsored by Representative TUTTLE of Sanford and 
Senators: RECTOR of Knox, SAVIELLO of Franklin, Representatives: CORNELL du HOUX 
of Brunswick, CRAY of Palmyra, DION of Portland, DUNPHY of Embden, LIBBY of 
Waterboro, MARTIN of Eagle Lake. 
Be it enacted by the People of the State of Maine as follows: 
Sec. 1.  13-B MRSA §404, sub-§1, ¶A, as enacted by PL 1977, c. 525, §13, is 
amended to read: 
A.  Comply with the requirements of sections 104 and 106 and, in the case of the 
articles of incorporation for a nonprofit corporation exercising operating or 
administrative authority over the operation of high-voltage electric transmission 
facilities within this State, section 404-A; 
Sec. 2.  13-B MRSA §404-A is enacted to read: 
§404-A.  Nonprofit corporations exercising operating authority over high-voltage 
electric transmission lines 
1.  Filing conditions.  The Secretary of State may not file articles of incorporation 
under section 404 for a nonprofit corporation exercising operating or administrative 
authority over the operation of high-voltage electric transmission facilities within this 
State unless the Secretary of State determines that the nonprofit corporation satisfies the 
requirements of this section in addition to the other requirements of this chapter.  The 
nonprofit corporation must demonstrate that it has an open and transparent governance 
structure designed to protect the public's interest.  In evaluating whether the nonprofit 
corporation has met this requirement, the Secretary of State shall consider, among other 
factors, the following: 
A.  Whether all meetings of its board of directors are conducted as public proceedings 
in accordance with Title 1, chapter 13, subchapter 1, and all records of the 
corporation are available for public inspection as public records in accordance with 
Title 1, chapter 13, subchapter 1, with the exception of records that fall within an 
exception to the definition of "public records" under Title 1, section 402, subsection 
3; 
B.  Whether members of the board of directors are selected through a process of 
public nomination and election; 
C.  Whether the board of directors includes one or more representatives of consumers 
of electricity; and 
D.  Whether the rates, tariffs, rules, practices and activities of the nonprofit 
corporation are established by a process designed to ensure that such rates, tariffs, 
rules, practices and activities are just and reasonable. 
The Secretary of State shall take into account any determination of the Public Utilities 
Commission as to whether the nonprofit corporation has an open and transparent 
governance structure designed to protect the public's interest. 
Sec. 3.  13-B MRSA §1201, sub-§1, as enacted by PL 1977, c. 525, §13, is 
amended to read: 
1.  Authorization needed.  Except as provided in section 1215, no a foreign 
corporation shall may not carry on activities in this State until it shall have has been 
authorized to do so as provided in this chapter, or as provided by some other public law 
of this State. A Except as provided in section 1202, subsection 3, a foreign corporation 
shall may 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.  For purposes of this chapter, 
exercising operating or administrative authority over the operation of high-voltage 
electric transmission facilities within this State constitutes carrying on activities in this 
State. 
Sec. 4.  13-B MRSA §1202, sub-§3 is enacted to read: 
3.  Foreign corporations exercising operating authority over high-voltage 
electric transmission facilities; special certificate required.  A foreign corporation 
exercising operating or administrative authority over the operation of high-voltage 
electric transmission facilities within this State must comply with the requirements of this 
subsection in addition to the other requirements of this chapter in order to carry on its 
activities in this State.  As part of its application to carry on its activities in this State, the 
corporation must file a certificate signed by a duly authorized officer affirming that the 
corporation has an open and transparent governance structure designed to protect the 
public's interest, including that the corporation agrees to and will comply with the 
following: 
A.  That all meetings of its board of directors are conducted as public proceedings in 
accordance with Title 1, chapter 13, subchapter 1 and all records of the corporation 
are available for public inspection as public records in accordance with Title 1, 
chapter 13, subchapter 1, with the exception of records that fall within an exception 
to the definition of "public records" under Title 1, section 402, subsection 3; 
B.  That members of the board of directors are selected through a process of public 
nomination and election; 
C.  That the board of directors includes one or more representatives of consumers of 
electricity; and 
D.  That the rates, tariffs, rules, practices and activities of the corporation are 
established by a process designed to ensure that such rates, tariffs, rules, practices and 
activities are just and reasonable. 
Upon receipt of the certificate, the Secretary of State shall evaluate whether the applicant 
foreign corporation has an open and transparent governance structure designed to protect 
the public's interest.  In performing this evaluation, the Secretary of State shall also 
consider factors including any determination of the Public Utilities Commission as to 
whether the foreign corporation has an open and transparent governance structure 
designed to protect the public's interest.  The Secretary of State may not accept for filing 
an application from a foreign corporation exercising authority over high-voltage electric 
transmission facilities within the State for authority to carry out its activities in this State 
unless the Secretary of State concludes that the applicant foreign corporation has an open 
and transparent governance structure designed to protect the public's interest. 
Sec. 5.  13-B MRSA §1203, sub-§1, as enacted by PL 1977, c. 525, §13, is 
amended to read: 
1.  Filing of application for authorization to carry on activities. Upon filing by the 
Secretary of State of the application for authority and in the case of a foreign corporation 
governed by section 1202, subsection 3, meeting all the requirements of section 1202, 
subsection 3, the foreign corporation shall must be authorized to carry on activities in this 
State, and may carry on any activities:  
A.    Which That it is authorized to carry on in the jurisdiction of its incorporation; 
and 
B.    Which That may be carried on by a domestic corporation organized under this 
Act, unless in its application for authority, the corporation expressly limited itself to a 
lesser number or type of activities, in which case the corporation may carry on the 
affairs to which it so limited its application if such affairs qualify under this 
paragraph and paragraph A. 
Sec. 6.  13-B MRSA §1301, sub-§1, ¶D, as enacted by PL 2007, c. 323, Pt. B, 
§27 and affected by Pt. G, §4, is amended to read: 
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 
Sec. 7.  13-B MRSA §1301, sub-§1, ¶E, as enacted by PL 2007, c. 323, Pt. B, 
§27 and affected by Pt. G, §4, is amended to read: 
E.  The address of its principal office, wherever located.; and 
Sec. 8.  13-B MRSA §1301, sub-§1, ¶F is enacted to read: 
F.  In the case of a corporation exercising operating or administrative authority over 
the operation of high-voltage electric transmission facilities within this State, a 
certificate signed by a duly authorized officer affirming that the corporation has an 
open and transparent governance structure designed to protect the public's interest, 
including that the corporation agrees to and will comply with the following: 
(1)  That all meetings of its board of directors are conducted as public 
proceedings in accordance with Title 1, chapter 13, subchapter 1 and all records 
of the corporation are available for public inspection as public records in 
accordance with Title 1, chapter 13, subchapter 1, with the exception of records 
that fall within an exception to the definition of "public records" under Title 1, 
section 402, subsection 3; 
(2)  That members of the board of directors are selected through a process of 
public nomination and election; 
(3)  That the board of directors includes one or more representatives of 
consumers of electricity; and 
(4)  That the rates, tariffs, rules, practices and activities of the corporation are 
established by a process designed to ensure that such rates, tariffs, rules, practices 
and activities are just and reasonable. 
SUMMARY 
This bill requires a nonprofit corporation exercising operating or administrative 
authority over the operation of high-voltage electric transmission facilities within this 
State to demonstrate that it has an open and transparent governance structure designed to 
protect the public's interest in order for the Secretary of State to file such corporation's 
articles of incorporation.  The bill provides factors the Secretary of State shall consider in 
evaluating such a showing.  The bill also requires a corporation exercising operating or 
administrative authority over the operation of high-voltage electric transmission facilities 
within this State to include a certification in its annual report that it has an open and 
transparent governance structure designed to protect the public's interest.  The bill also 
provides that carrying on activities includes operating high-voltage transmission lines 
within the State.  The bill also provides that a foreign corporation exercising operating or 
administrative authority over the operation of high-voltage electric transmission facilities 
within this State must file a certificate signed by a duly authorized officer affirming that 
the corporation has an open and transparent governance structure designed to protect the 
public's interest and that it will meet certain criteria in order to obtain authority to carry 
on its activities in this State.  The bill also clarifies that a foreign corporation is not 
authorized to carry on activities in this State unless the Secretary of State has filed an 
application for authority by such corporation meeting all the requirements of the Maine 
Revised Statutes, Title 13-B, section 1202.