reglab/housing_qa huggingface dataset:
13-B ME Rev Stat § 703 (2021)
2021 Maine Revised Statutes|TITLE 13-B: MAINE NONPROFIT CORPORATION ACT|Chapter 7: DIRECTORS AND OFFICERS|13-B §703. Vacancies

 §703. Vacancies 1.  Vacancies filled.  Any vacancy occurring in the board of directors and any directorship to be filled by reason of an increase in the number of directors may be filled by the affirmative vote of a majority of the remaining directors, though less than a quorum of the board of directors, unless the articles of incorporation or the bylaws provide that a vacancy or directorship so created shall be filled in some other manner, in which case such provision shall control.   [PL 1977, c. 525, §13 (NEW).] 2.  Director to fill unexpired term of predecessor.  A director elected to fill a vacancy shall be elected for the unexpired term of his predecessor in office.   [PL 1977, c. 525, §13 (NEW).] 3.  Limited directorship.  Unless otherwise provided by the articles of incorporation or the bylaws, the directorship to be filled by reason of an increase in the number of directors may be filled by the board of directors for a term of office continuing only until the next election of directors.   [PL 1977, c. 525, §13 (NEW).] SECTION HISTORY PL 1977, c. 525, §13 (NEW).
13-B ME Rev Stat § 704 (2021)
2021 Maine Revised Statutes|TITLE 13-B: MAINE NONPROFIT CORPORATION ACT|Chapter 7: DIRECTORS AND OFFICERS|13-B §704. Removal of directors

 §704. Removal of directors 1.  Removal for cause.  At a special meeting of members called expressly for that purpose, the entire board of directors or any individual director may be removed, with or without cause, by a vote of the members as provided in this section.   [PL 1977, c. 525, §13 (NEW).] 2.  Vote of 2/3 of membership required for removal.  Subject to the limitation in subsection 4, if the corporation does not have a board of directors so classified that different classes of members elect different directors, such removal may be accomplished by the affirmative vote of 2/3 of the members entitled to vote for directors. The articles of incorporation may provide that such removal be accomplished by a lesser vote, but in no case by a vote of less than a majority of members voting on the proposed removal.   [PL 1977, c. 525, §13 (NEW).] 3.  Articles of incorporation may provide removal by lesser vote.  Subject to the limitation in subsection 4, if the directors are so classified that different classes of members elect different directors, a director may be removed only by the affirmative vote of 2/3 of the members of that class that elected the director. The articles of incorporation may provide that such removal may be accomplished by a lesser vote of the members of that class, but in no case by a vote of less than a majority of the members of that class voting on the proposed removal.   [PL 2001, c. 550, Pt. C, §11 (AMD); PL 2001, c. 550, Pt. C, §29 (AFF).] 4.  All directors removed at meeting.  If any or all directors are removed at such meeting of the members, new directors may be elected at the same meeting without express notice being given of such election.   [PL 1977, c. 525, §13 (NEW).] 5.  Action in court for removal from office.   [PL 2001, c. 550, Pt. C, §12 (RP); PL 2001, c. 550, Pt. C, §29 (AFF).] SECTION HISTORY PL 1977, c. 525, §13 (NEW). PL 1979, c. 127, §101 (AMD). PL 2001, c. 550, §§C11,12 (AMD). PL 2001, c. 550, §C29 (AFF).
13-B ME Rev Stat § 705 (2021)
2021 Maine Revised Statutes|TITLE 13-B: MAINE NONPROFIT CORPORATION ACT|Chapter 7: DIRECTORS AND OFFICERS|13-B §705. Place and notice of directors' meetings

 §705. Place and notice of directors' meetings 1.  Purpose of meeting; business transacted not specified in notice.  Meetings of the board of directors, regular or special, may be held either within or without this State, and upon such notice as the bylaws may prescribe. Attendance of a director at any meeting shall constitute a waiver of notice of such meeting, except when a director attends a meeting for the express purpose of objecting to the transaction of any business because the meeting is not lawfully called or convened. Neither the business to be transacted at, nor the purpose of, any regular or special meeting of the board of directors need be specified in the notice or waiver of notice of such meeting, unless the articles, the bylaws or this Act so requires.   [PL 1977, c. 525, §13 (NEW).] 2.  Participation at meetings by conference telephone.  Unless otherwise restricted by the certificate of incorporation or bylaws, members of the board of directors of any corporation, or any committee designated by such board, may participate in a meeting of such board or committee by means of a conference telephone or similar communications equipment by means of which all persons participating in the meeting can hear each other and participation in a meeting pursuant to this subsection shall constitute presence in person at such meeting.   [PL 1977, c. 525, §13 (NEW).] SECTION HISTORY PL 1977, c. 525, §13 (NEW).
13-B ME Rev Stat § 706 (2021)
2021 Maine Revised Statutes|TITLE 13-B: MAINE NONPROFIT CORPORATION ACT|Chapter 7: DIRECTORS AND OFFICERS|13-B §706. Quorum and vote of directors

 §706. Quorum and vote of directors 1.  Quorum fixed by bylaws.  A majority of the number of directors fixed by the bylaws, or in the absence of a bylaw fixing the number of directors, then of the number stated in the articles of incorporation, shall constitute a quorum for the transaction of business, unless otherwise provided in the articles of incorporation or the bylaws, but in no event shall a quorum consist of less than 1/5 of the number of directors so fixed or stated. The act of the majority of the directors present at a meeting at which a quorum is present shall be the act of the board of directors, unless the act of a greater number is required by this Act, the articles of incorporation or the bylaws.   [PL 1977, c. 525, §13 (NEW).] 2.  Special meetings.  Special meetings of the directors may be called by the chairman of the board, the president, or if he is absent or is unable to act, by any vice-president, by any 2 directors, or by any other person or persons authorized by the bylaws.   [PL 1977, c. 525, §13 (NEW).] SECTION HISTORY PL 1977, c. 525, §13 (NEW).
13-B ME Rev Stat § 707 (2021)
2021 Maine Revised Statutes|TITLE 13-B: MAINE NONPROFIT CORPORATION ACT|Chapter 7: DIRECTORS AND OFFICERS|13-B §707. Unanimous action by directors without a meeting

 §707. Unanimous action by directors without a meeting Unless otherwise provided by the articles of incorporation or bylaws, any action required by this Act to be taken at a meeting of the directors of a corporation, or any action which may be taken at a meeting of the directors or of a committee of the directors, may be taken without a meeting if all of the directors, or all of the members of the committee, as the case may be, sign written consents setting forth the action taken or to be taken, at any time before or after the intended effective date of such action. Such consents shall be filed with the minutes of directors' meetings or committee meetings, as the case may be, and shall have the same effect as a unanimous vote.   [PL 1977, c. 525, §13 (NEW).]SECTION HISTORY PL 1977, c. 525, §13 (NEW).
13-B ME Rev Stat § 708 (2021)
2021 Maine Revised Statutes|TITLE 13-B: MAINE NONPROFIT CORPORATION ACT|Chapter 7: DIRECTORS AND OFFICERS|13-B §708. Informal or irregular action by directors

 §708. Informal or irregular action by directors 1.  Action taken without a meeting.  Action taken without a meeting by agreement of a majority of directors, or by agreement of such larger percentage as the articles of incorporation or the bylaws may require, shall be deemed action of the board of directors:   A. If the corporation has no members and all directors know of the action taken and no director makes prompt objection to such action;   [PL 1977, c. 525, §13 (NEW).]B. If all members know of the action taken and no member makes prompt objection to such action; or   [PL 1977, c. 525, §13 (NEW).]C. If the directors take informal action pursuant to a custom of that corporation known generally to its members and all directors know of the action taken, and no director makes prompt objection thereto.   [PL 1977, c. 525, §13 (NEW).][PL 1977, c. 525, §13 (NEW).] 2.  Meeting ratified by a director.  If a meeting otherwise valid of the board of directors or of any committee is held without call or notice where such is required, any action taken at such meeting shall be deemed ratified by a director or committee member who did not attend, unless, after learning of the action taken and of the impropriety of the meeting, he makes prompt objection thereto.   [PL 1977, c. 525, §13 (NEW).] 3.  Objections in writing to secretary of corporation.  Objection by a member, director or committee member shall be effective only if written objection to the holding of the meeting or to any specific action so taken is filed with the clerk or the secretary of the corporation.   [PL 1977, c. 525, §13 (NEW).] SECTION HISTORY PL 1977, c. 525, §13 (NEW).
13-B ME Rev Stat § 710 (2021)
2021 Maine Revised Statutes|TITLE 13-B: MAINE NONPROFIT CORPORATION ACT|Chapter 7: DIRECTORS AND OFFICERS|13-B §710. Officers

 §710. Officers 1.  Officers elected or appointed.  The officers of a corporation shall consist of a president, a secretary or clerk, a treasurer and such other officers and assistant officers as may be deemed necessary, each of whom shall be elected or appointed at such time and in such manner and for such term as may be prescribed in the articles of incorporation, in the bylaws or in a resolution of the board of directors. In the absence of such provision, all officers shall be elected or appointed annually by a board of directors. Any 2 or more offices may be held by the same person unless otherwise provided in the articles of incorporation or bylaws.   [PL 1977, c. 525, §13 (NEW).] 2.  Authority to make contracts.  Unless they have reason to believe otherwise, persons dealing with a corporation are entitled to assume that its president has authority to make, on its behalf, all contracts which are within the ordinary course of those activities in which the corporation is already engaged.   [PL 1977, c. 525, §13 (NEW).] SECTION HISTORY PL 1977, c. 525, §13 (NEW).
13-B ME Rev Stat § 711 (2021)
2021 Maine Revised Statutes|TITLE 13-B: MAINE NONPROFIT CORPORATION ACT|Chapter 7: DIRECTORS AND OFFICERS|13-B §711. Removal of officers

 §711. Removal of officers 1.  Removal.  Any officer elected or appointed as provided in the articles of incorporation or bylaws may be removed by the persons authorized to elect or appoint such officer whenever in their judgment the best interests of the corporation will be served thereby. The removal of an officer shall be without prejudice to the contract rights, if any, of the officer so removed.   [PL 1977, c. 525, §13 (NEW).] 2.  Contract rights not created by appointment.  Election or appointment of an officer or agent shall not of itself create contract rights.   [PL 1977, c. 525, §13 (NEW).] 3.  Vacancy.  Any vacancy, however occurring, in any office may be filled by the directors, unless the articles of incorporation shall have specifically reserved such power to the members.   [PL 1977, c. 525, §13 (NEW).] SECTION HISTORY PL 1977, c. 525, §13 (NEW).
13-B ME Rev Stat § 712 (2021)
2021 Maine Revised Statutes|TITLE 13-B: MAINE NONPROFIT CORPORATION ACT|Chapter 7: DIRECTORS AND OFFICERS|13-B §712. Loans to directors and officers prohibited

 §712. Loans to directors and officers prohibited 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).]SECTION HISTORY PL 1977, c. 525, §13 (NEW).
13-B ME Rev Stat § 713 (2021)
2021 Maine Revised Statutes|TITLE 13-B: MAINE NONPROFIT CORPORATION ACT|Chapter 7: DIRECTORS AND OFFICERS|13-B §713. Transactions between a corporation and its directors and officers (REPEALED)

 §713. Transactions between a corporation and its directors and officers (REPEALED)SECTION HISTORY PL 1977, c. 525, §13 (NEW). PL 1977, c. 592, §16 (AMD). PL 2001, c. 550, §C14 (RP). PL 2001, c. 550, §C29 (AFF).
13-B ME Rev Stat § 713-A (2021)
2021 Maine Revised Statutes|TITLE 13-B: MAINE NONPROFIT CORPORATION ACT|Chapter 7: DIRECTORS AND OFFICERS|13-B §713-A. Public benefit corporation; board

 §713-A. Public benefit corporation; board 1.  Financially interested person.  For the purposes of this section, "financially interested person" means:   A. An individual who has received or is entitled to receive compensation from a public benefit corporation for personal services rendered to the corporation by that individual within the previous 12 months, whether as a full-time or part-time employee, independent contractor, consultant or otherwise, excluding any reasonable payments made to directors for serving as directors. An individual is considered to receive compensation for services rendered to a public benefit corporation by that individual if the individual is entitled to receive, other than as a shareholder of a publicly held corporation, a portion of the net income of a corporate or other business entity that provides, for compensation, personal services to that public benefit corporation; or   [PL 2001, c. 550, Pt. C, §15 (NEW); PL 2001, c. 550, Pt. C, §29 (AFF).]B. A spouse, brother, sister, parent or child of the individual described in paragraph A.   [PL 2001, c. 550, Pt. C, §15 (NEW); PL 2001, c. 550, Pt. C, §29 (AFF).][PL 2001, c. 550, Pt. C, §15 (NEW); PL 2001, c. 550, Pt. C, §29 (AFF).] 2.  Board.  No more than 49% of the individuals on the board of directors of a public benefit corporation may be financially interested persons.   [PL 2001, c. 550, Pt. C, §15 (NEW); PL 2001, c. 550, Pt. C, §29 (AFF).] 2-A.  Compensation information.  A public benefit corporation that receives at least 25% of its total funding from one or more municipal, county, state or federal sources shall provide to the public information about the total compensation paid by the corporation to any director or officer of the corporation if the compensation exceeds $250,000 in any 12-month period. The corporation shall make the information available by posting the information on its publicly accessible website or through other comparable means. "Compensation" includes all remuneration and benefits.   [PL 2007, c. 624, §1 (NEW).] 3.  Validity; enforceability.  The failure to comply with this section does not affect the validity or enforceability of any transaction entered into by a corporation.   [PL 2001, c. 550, Pt. C, §15 (NEW); PL 2001, c. 550, Pt. C, §29 (AFF).] SECTION HISTORY PL 2001, c. 550, §C15 (NEW). PL 2001, c. 550, §C29 (AFF). PL 2007, c. 624, §1 (AMD).
13-B ME Rev Stat § 716 (2021)
2021 Maine Revised Statutes|TITLE 13-B: MAINE NONPROFIT CORPORATION ACT|Chapter 7: DIRECTORS AND OFFICERS|13-B §716. Duties of directors and officers (REPEALED)

 §716. Duties of directors and officers (REPEALED)SECTION HISTORY PL 1981, c. 7 (NEW). PL 2001, c. 550, §C17 (RP). PL 2001, c. 550, §C29 (AFF).
13-B ME Rev Stat § 717 (2021)
2021 Maine Revised Statutes|TITLE 13-B: MAINE NONPROFIT CORPORATION ACT|Chapter 7: DIRECTORS AND OFFICERS|13-B §717. General standards for directors

 §717. General standards for directors 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).] SECTION HISTORY PL 2001, c. 550, §C18 (NEW). PL 2001, c. 550, §C29 (AFF).
13-B ME Rev Stat § 719 (2021)
2021 Maine Revised Statutes|TITLE 13-B: MAINE NONPROFIT CORPORATION ACT|Chapter 7: DIRECTORS AND OFFICERS|13-B §719. Duties and authority of officers

 §719. Duties and authority of officers Each officer is authorized to and shall perform the duties set forth in the bylaws. In addition, each officer, to the extent consistent with the bylaws, has the authority and shall perform the duties prescribed in a resolution of the board of directors of the corporation. The board may authorize an officer, pursuant to a resolution of the board and to the extent consistent with the bylaws, to prescribe the duties and authority of other officers.   [PL 2001, c. 550, Pt. C, §18 (NEW); PL 2001, c. 550, Pt. C, §29 (AFF).]SECTION HISTORY PL 2001, c. 550, §C18 (NEW). PL 2001, c. 550, §C29 (AFF).
13-B ME Rev Stat § 720 (2021)
2021 Maine Revised Statutes|TITLE 13-B: MAINE NONPROFIT CORPORATION ACT|Chapter 7: DIRECTORS AND OFFICERS|13-B §720. General standards for officers

 §720. General standards for officers 1.  Discretionary authority.  An officer of a corporation with discretionary authority shall discharge that officer's duties under that authority:   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 officer reasonably believes to be in the best interests of the corporation and its 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).] 2.  Rely on information.  In discharging the officer's duties, an officer of a corporation 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 officer reasonably believes to be reliable and competent in the matters presented; or   [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 officer reasonably believes are within the person's professional or expert competence.   [PL 2001, c. 550, Pt. C, §18 (NEW); PL 2001, c. 550, Pt. C, §29 (AFF).]An officer is not acting in good faith if the officer relies on information, opinions, reports or statements that the officer 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.  Compliance.  An officer of a corporation is not liable to a corporation, any member or other person for any action taken or not taken as an officer if the officer 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).] SECTION HISTORY PL 2001, c. 550, §C18 (NEW). PL 2001, c. 550, §C29 (AFF).
13-B ME Rev Stat § 721 (2021)
2021 Maine Revised Statutes|TITLE 13-B: MAINE NONPROFIT CORPORATION ACT|Chapter 7: DIRECTORS AND OFFICERS|13-B §721. Misapplication of funds or assets of public benefit corporation

 §721. Misapplication of funds or assets of public benefit corporation 1.  Prohibited transaction.  The funds or assets of a public benefit corporation may not be transferred or applied and a director or officer of a public benefit corporation may not authorize the transfer or application of funds or assets of the public benefit corporation if:   A. The transfer constitutes a conflict-of- interest transaction that is neither fair nor properly approved as determined under section 718;   [PL 2001, c. 550, Pt. C, §18 (NEW); PL 2001, c. 550, Pt. C, §29 (AFF).]B. The transfer misapplies the funds or assets in violation of statute, including conversion transactions in violation of Title 5, sections 194-C to 194-H;   [PL 2001, c. 550, Pt. C, §18 (NEW); PL 2001, c. 550, Pt. C, §29 (AFF).]C. The transfer is to a director or officer of the public benefit corporation or to another person in a position to exercise substantial influence over the affairs of the corporation and constitutes private inurement or excess benefits that exceed the fair market value of the property or services received in return; or   [PL 2001, c. 550, Pt. C, §18 (NEW); PL 2001, c. 550, Pt. C, §29 (AFF).]D. The transfer of funds or assets is to a subsidiary or joint venture organized as a for-profit entity, unless the board of the public benefit corporation determines in good faith under the facts and circumstances at the time of transfer or commitment to transfer that:   (1) The organization and operations of the for-profit entity will serve, further or support a charitable purpose of the public benefit corporation;   (2) The transfer or the commitment to transfer is fair to the public benefit corporation;   (3) Distributions of net income by the for-profit entity to owners and investors will be proportionate to their investment interests; and   (4) The articles of incorporation, bylaws or similar organizational documents require that compensation transactions between the for-profit entity and investors in the entity or directors or officers of the entity or others in a position to exercise substantial influence over the affairs of the entity be established in amounts that do not exceed the fair market value of services or property to be provided to the entity.   [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.  Conversion transactions.  If a transfer under this section constitutes a conversion transaction as defined in Title 5, section 194-B, subsection 2, the provisions of Title 5, sections 194-B to 194-K may apply and nothing in this section is intended to supersede those provisions applicable to such transactions.   [PL 2001, c. 550, Pt. C, §18 (NEW); PL 2001, c. 550, Pt. C, §29 (AFF).] SECTION HISTORY PL 2001, c. 550, §C18 (NEW). PL 2001, c. 550, §C29 (AFF).