reglab/housing_qa huggingface dataset:
13-C ME Rev Stat § 805 (2021)
2021 Maine Revised Statutes|TITLE 13-C: MAINE BUSINESS CORPORATION ACT|Chapter 8: DIRECTORS AND OFFICERS|Subchapter 1: BOARD OF DIRECTORS|13-C §805. Terms of directors

 §805. Terms of directors 1.  Terms of initial directors.  The terms of the initial directors of a corporation expire at the first shareholders' meeting at which directors are elected.   [PL 2001, c. 640, Pt. A, §2 (NEW); PL 2001, c. 640, Pt. B, §7 (AFF).] 2.  Terms of subsequent directors.  The terms of all other directors expire at the next, or if their terms are staggered in accordance with section 806, at the applicable 2nd or 3rd, annual shareholders' meeting following their election.   [PL 2007, c. 289, §13 (AMD).] 3.  Decrease in number of directors.  A decrease in the number of directors does not shorten an incumbent director's term.   [PL 2001, c. 640, Pt. A, §2 (NEW); PL 2001, c. 640, Pt. B, §7 (AFF).] 4.  Term of director elected to fill vacancy.  The term of a director elected to fill a vacancy expires at the next shareholders' meeting at which directors are elected or, in the case of staggered terms, at such other time as the corporation's articles of incorporation may provide.   [PL 2001, c. 640, Pt. A, §2 (NEW); PL 2001, c. 640, Pt. B, §7 (AFF).] 5.  Continue service.  Despite the expiration of a director's term, the director continues to serve until a successor is elected and qualifies or until there is a decrease in the number of directors.   [PL 2001, c. 640, Pt. A, §2 (NEW); PL 2001, c. 640, Pt. B, §7 (AFF).] SECTION HISTORY PL 2001, c. 640, §A2 (NEW). PL 2001, c. 640, §B7 (AFF). PL 2007, c. 289, §13 (AMD).
13-C ME Rev Stat § 806 (2021)
2021 Maine Revised Statutes|TITLE 13-C: MAINE BUSINESS CORPORATION ACT|Chapter 8: DIRECTORS AND OFFICERS|Subchapter 1: BOARD OF DIRECTORS|13-C §806. Staggered terms for directors

 §806. Staggered terms for directors The corporation's articles of incorporation may provide for staggering the terms of directors by dividing the total number of directors into 2 or 3 groups, with each group containing, as close as possible, 1/2 or 1/3, as the case may be, of the total. In that event, the terms of directors in the first group expire at the first annual shareholders' meeting after their election, the terms of the 2nd group expire at the 2nd annual shareholders' meeting after their election and the terms of the 3rd group, if any, expire at the 3rd annual shareholders' meeting after their election. At each annual shareholders' meeting thereafter, directors must be chosen for a term of 2 years or 3 years, as the case may be, to succeed those whose terms expire.   [PL 2001, c. 640, Pt. A, §2 (NEW); PL 2001, c. 640, Pt. B, §7 (AFF).]SECTION HISTORY PL 2001, c. 640, §A2 (NEW). PL 2001, c. 640, §B7 (AFF).
13-C ME Rev Stat § 807 (2021)
2021 Maine Revised Statutes|TITLE 13-C: MAINE BUSINESS CORPORATION ACT|Chapter 8: DIRECTORS AND OFFICERS|Subchapter 1: BOARD OF DIRECTORS|13-C §807. Resignation of directors

 §807. Resignation of directors 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).] SECTION HISTORY PL 2001, c. 640, §A2 (NEW). PL 2001, c. 640, §B7 (AFF). PL 2007, c. 289, §14 (AMD).
13-C ME Rev Stat § 808 (2021)
2021 Maine Revised Statutes|TITLE 13-C: MAINE BUSINESS CORPORATION ACT|Chapter 8: DIRECTORS AND OFFICERS|Subchapter 1: BOARD OF DIRECTORS|13-C §808. Removal of directors by shareholders

 §808. Removal of directors by shareholders The shareholders may remove one or more directors with or without cause unless the corporation's articles of incorporation provide that directors may be removed only for cause. A director may be removed by the shareholders only at a meeting called for the purpose of removing that director and the meeting notice must state that the purpose, or one of the purposes, of the meeting is removal of the director.   [PL 2001, c. 640, Pt. A, §2 (NEW); PL 2001, c. 640, Pt. B, §7 (AFF).]1.  Removal by voting group.  If a director is elected by a voting group of shareholders, only the shareholders of that voting group may participate in the vote to remove that director.   [PL 2001, c. 640, Pt. A, §2 (NEW); PL 2001, c. 640, Pt. B, §7 (AFF).] 2.  Votes needed to remove.  If cumulative voting is authorized, a director may not be removed if the number of votes sufficient to elect that director under cumulative voting is voted against the removal of that director. If cumulative voting is not authorized, a director may be removed only by the affirmative vote of at least 2/3 of the shares entitled to vote on the removal. The corporation's articles of incorporation may require a greater or lesser vote in order to remove directors but not less than a majority of votes cast, including, but not limited to, the necessity of a unanimous vote of shareholders or relevant voting group.   [PL 2003, c. 344, Pt. B, §64 (AMD).] SECTION HISTORY PL 2001, c. 640, §A2 (NEW). PL 2001, c. 640, §B7 (AFF). PL 2003, c. 344, §B64 (AMD).
13-C ME Rev Stat § 809 (2021)
2021 Maine Revised Statutes|TITLE 13-C: MAINE BUSINESS CORPORATION ACT|Chapter 8: DIRECTORS AND OFFICERS|Subchapter 1: BOARD OF DIRECTORS|13-C §809. Removal of directors by judicial proceeding

 §809. Removal of directors by judicial proceeding 1.  Removal by Superior Court.  The Superior Court of the county where a corporation's principal office or, if there is no principal office in this State, of Kennebec County may remove a director of the corporation from office in a proceeding commenced by or in the right of the corporation if the court finds that:   A. The director engaged in fraudulent conduct with respect to the corporation or its shareholders, grossly abused the position of director or intentionally inflicted harm on the corporation; and   [PL 2001, c. 640, Pt. A, §2 (NEW); PL 2001, c. 640, Pt. B, §7 (AFF).]B. Considering the director's course of conduct and the inadequacy of other available remedies, removal would be in the best interest of the corporation.   [PL 2001, c. 640, Pt. A, §2 (NEW); PL 2001, c. 640, Pt. B, §7 (AFF).][PL 2007, c. 323, Pt. C, §14 (AMD); PL 2007, c. 323, Pt. G, §4 (AFF).] 2.  Comply with requirements.  A shareholder proceeding on behalf of the corporation under subsection 1 shall comply with all of the requirements of chapter 7, subchapter IV, except section 752, subsection 1.   [PL 2001, c. 640, Pt. A, §2 (NEW); PL 2001, c. 640, Pt. B, §7 (AFF).] 3.  Bar from reelection.  The court, in addition to removing the director, may bar the director from reelection for a period prescribed by the court.   [PL 2001, c. 640, Pt. A, §2 (NEW); PL 2001, c. 640, Pt. B, §7 (AFF).] 4.  Other relief.  This section does not limit the equitable powers of the court to order other relief.   [PL 2001, c. 640, Pt. A, §2 (NEW); PL 2001, c. 640, Pt. B, §7 (AFF).] SECTION HISTORY PL 2001, c. 640, §A2 (NEW). PL 2001, c. 640, §B7 (AFF). PL 2007, c. 323, Pt. C, §14 (AMD). PL 2007, c. 323, Pt. G, §4 (AFF).
13-C ME Rev Stat § 810 (2021)
2021 Maine Revised Statutes|TITLE 13-C: MAINE BUSINESS CORPORATION ACT|Chapter 8: DIRECTORS AND OFFICERS|Subchapter 1: BOARD OF DIRECTORS|13-C §810. Vacancy on board

 §810. Vacancy on board 1.  Vacancy.  Unless the corporation's articles of incorporation or bylaws provide otherwise, if a vacancy occurs on a board of directors, including a vacancy resulting from an increase in the number of directors, the vacancy may be filled:   A. By the shareholders;   [PL 2001, c. 640, Pt. A, §2 (NEW); PL 2001, c. 640, Pt. B, §7 (AFF).]B. By the corporation's board of directors; or   [PL 2001, c. 640, Pt. A, §2 (NEW); PL 2001, c. 640, Pt. B, §7 (AFF).]C. If the directors remaining in office constitute fewer than a quorum of the board, by the affirmative vote of a majority of all the directors remaining in office.   [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.  Voting group.  If the vacant office was held by a director elected by a voting group of shareholders, only the holders of shares of that voting group are entitled to vote to fill the vacancy if it is filled by the shareholders and only the directors elected by that voting group are entitled to fill the vacancy if it is filled by the directors.   [PL 2007, c. 289, §15 (AMD).] 3.  Specified date of vacancy.  A vacancy that will occur at a specific later date may be filled before the vacancy occurs but the new director may not take office until the vacancy occurs.   [PL 2001, c. 640, Pt. A, §2 (NEW); PL 2001, c. 640, Pt. B, §7 (AFF).] SECTION HISTORY PL 2001, c. 640, §A2 (NEW). PL 2001, c. 640, §B7 (AFF). PL 2007, c. 289, §15 (AMD).
13-C ME Rev Stat § 811 (2021)
2021 Maine Revised Statutes|TITLE 13-C: MAINE BUSINESS CORPORATION ACT|Chapter 8: DIRECTORS AND OFFICERS|Subchapter 1: BOARD OF DIRECTORS|13-C §811. Compensation of directors

 §811. Compensation of directors Unless the corporation's articles of incorporation or bylaws provide otherwise, the corporation's board of directors may fix the compensation of directors.   [PL 2001, c. 640, Pt. A, §2 (NEW); PL 2001, c. 640, Pt. B, §7 (AFF).]SECTION HISTORY PL 2001, c. 640, §A2 (NEW). PL 2001, c. 640, §B7 (AFF).
13-C ME Rev Stat § 821 (2021)
2021 Maine Revised Statutes|TITLE 13-C: MAINE BUSINESS CORPORATION ACT|Chapter 8: DIRECTORS AND OFFICERS|Subchapter 2: MEETINGS AND ACTION OF BOARD|13-C §821. Meetings

 §821. Meetings 1.  Location.  The corporation's board of directors may hold regular or special meetings in or out of this State.   [PL 2001, c. 640, Pt. A, §2 (NEW); PL 2001, c. 640, Pt. B, §7 (AFF).] 2.  Participation of directors.  Unless the corporation's articles of incorporation or bylaws provide otherwise, the corporation'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.   [PL 2001, c. 640, Pt. A, §2 (NEW); PL 2001, c. 640, Pt. B, §7 (AFF).] SECTION HISTORY PL 2001, c. 640, §A2 (NEW). PL 2001, c. 640, §B7 (AFF).
13-C ME Rev Stat § 822 (2021)
2021 Maine Revised Statutes|TITLE 13-C: MAINE BUSINESS CORPORATION ACT|Chapter 8: DIRECTORS AND OFFICERS|Subchapter 2: MEETINGS AND ACTION OF BOARD|13-C §822. Action without meeting

 §822. Action without meeting 1.  Action without meeting.  Except to the extent that the corporation's articles of incorporation or bylaws require that action by the corporation's board of directors be taken at a meeting, action required or permitted by this Act to be taken by a corporation's board of directors may be taken without a meeting if each director signs a consent describing the action to be taken and delivers it to the corporation.   [PL 2001, c. 640, Pt. A, §2 (NEW); PL 2001, c. 640, Pt. B, §7 (AFF).] 2.  Delivery of consents; revocation.  Action taken under this section is the act of the corporation's board of directors when one or more consents signed by all the directors are delivered to the corporation. The consent may specify the time at which the action taken under the consent is to be effective. A director's consent may be withdrawn by a revocation signed by the director and delivered to the corporation prior to delivery to the corporation of unrevoked written consents signed by all of the directors.   [PL 2001, c. 640, Pt. A, §2 (NEW); PL 2001, c. 640, Pt. B, §7 (AFF).] 3.  Effect of signed consent.  A consent signed under this section has the effect of action taken at a meeting of the corporation's board of directors and may be described as such in any document.   [PL 2001, c. 640, Pt. A, §2 (NEW); PL 2001, c. 640, Pt. B, §7 (AFF).] SECTION HISTORY PL 2001, c. 640, §A2 (NEW). PL 2001, c. 640, §B7 (AFF).
13-C ME Rev Stat § 823 (2021)
2021 Maine Revised Statutes|TITLE 13-C: MAINE BUSINESS CORPORATION ACT|Chapter 8: DIRECTORS AND OFFICERS|Subchapter 2: MEETINGS AND ACTION OF BOARD|13-C §823. Notice of meeting

 §823. Notice of meeting 1.  Regular meetings.  Unless the corporation's articles of incorporation or bylaws provide otherwise, regular meetings of the corporation's board of directors may be held without notice of the date, time, place or purpose of the meeting.   [PL 2001, c. 640, Pt. A, §2 (NEW); PL 2001, c. 640, Pt. B, §7 (AFF).] 2.  Special meetings.  Unless the corporation's articles of incorporation or bylaws provide for a longer or shorter period, special meetings of the corporation's board of directors must be preceded by at least 2 days' notice of the date, time and place of the meeting. The notice need not describe the purpose of the special meeting unless required by the corporation's articles of incorporation or bylaws.   [PL 2001, c. 640, Pt. A, §2 (NEW); PL 2001, c. 640, Pt. B, §7 (AFF).] 3.  Calling of meeting.  Unless the corporation's articles of incorporation or bylaws otherwise provide, special meetings of the corporation's board of directors may be called by the chair of the board, by the president or, if the president 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 2001, c. 640, Pt. A, §2 (NEW); PL 2001, c. 640, Pt. B, §7 (AFF).] 4.  Notice of meeting.  At the written request of any person permitted to call a special meeting of the corporation's board of directors pursuant to subsection 3, the secretary or clerk shall send notices of the meeting to all the directors or the person calling the meeting may send such notices. The person calling the special meeting shall set the time of the meeting and, unless the place of meetings is specified in the bylaws or by prior resolution of the directors, the place of the meeting.   [PL 2001, c. 640, Pt. A, §2 (NEW); PL 2001, c. 640, Pt. B, §7 (AFF).] SECTION HISTORY PL 2001, c. 640, §A2 (NEW). PL 2001, c. 640, §B7 (AFF).
13-C ME Rev Stat § 824 (2021)
2021 Maine Revised Statutes|TITLE 13-C: MAINE BUSINESS CORPORATION ACT|Chapter 8: DIRECTORS AND OFFICERS|Subchapter 2: MEETINGS AND ACTION OF BOARD|13-C §824. Waiver of notice

 §824. Waiver of notice 1.  Waive notice of meeting.  A director may waive any notice required by this Act, the corporation's articles of incorporation or bylaws before or after the date and time stated in the notice. Except as provided by subsection 2, the waiver must be in writing, signed by the director entitled to the notice and filed with the minutes or corporate records.   [PL 2001, c. 640, Pt. A, §2 (NEW); PL 2001, c. 640, Pt. B, §7 (AFF).] 2.  Attendance at meeting waives requirement of notice.  A director's attendance at or participation in a meeting waives any required notice to that director of the meeting unless the director at the beginning of the meeting or promptly upon the director's arrival objects to holding the meeting or transacting business at the meeting and does not thereafter vote for or assent to action taken at the meeting.   [PL 2001, c. 640, Pt. A, §2 (NEW); PL 2001, c. 640, Pt. B, §7 (AFF).] 3.  Waiver by absent director.  If a meeting otherwise valid of the corporation's board of directors is held without call or notice when a notice is required, any defects of notice are deemed waived by a director who did not attend unless within 10 days after learning of the meeting and actions taken at the meeting the director delivers to the corporation written objection to the transacting of business at the meeting.   [PL 2003, c. 344, Pt. B, §65 (AMD).] SECTION HISTORY PL 2001, c. 640, §A2 (NEW). PL 2001, c. 640, §B7 (AFF). PL 2003, c. 344, §B65 (AMD).
13-C ME Rev Stat § 825 (2021)
2021 Maine Revised Statutes|TITLE 13-C: MAINE BUSINESS CORPORATION ACT|Chapter 8: DIRECTORS AND OFFICERS|Subchapter 2: MEETINGS AND ACTION OF BOARD|13-C §825. Quorum and voting

 §825. Quorum and voting 1.  Quorum.  Unless the corporation's articles of incorporation or bylaws require a greater number or unless otherwise specifically provided in this Act, a quorum of a corporation's board of directors consists of:   A. A majority of the fixed number of directors if the corporation has a fixed board size; or   [PL 2001, c. 640, Pt. A, §2 (NEW); PL 2001, c. 640, Pt. B, §7 (AFF).]B. A majority of the number of directors prescribed, or if no number is prescribed, the number in office immediately before the meeting begins, if the corporation has a variable-range size board.   [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.  Lower quorum permitted.  The corporation's articles of incorporation or bylaws may authorize a quorum of a corporation's board of directors to consist of not less than 1/3 of the fixed or prescribed number of directors determined under subsection 1.   [PL 2003, c. 344, Pt. B, §66 (AMD).] 3.  Majority vote.  If a quorum is present when a vote is taken, the affirmative vote of a majority of directors present is the act of the corporation's board of directors unless the corporation's articles of incorporation or bylaws require the vote of a greater number of directors.   [PL 2001, c. 640, Pt. A, §2 (NEW); PL 2001, c. 640, Pt. B, §7 (AFF).] 4.  Dissent; abstention.  A director who is present at a meeting of the corporation's board of directors or a committee of the corporation's board of directors when corporate action is taken is deemed to have assented to the action taken unless:   A. The director objects at the beginning of the meeting or promptly upon arrival to holding or transacting business at the meeting;   [PL 2001, c. 640, Pt. A, §2 (NEW); PL 2001, c. 640, Pt. B, §7 (AFF).]B. The director's dissent or abstention from the action taken is entered in the minutes of the meeting; or   [PL 2001, c. 640, Pt. A, §2 (NEW); PL 2001, c. 640, Pt. B, §7 (AFF).]C. The director delivers written notice of the director's dissent or abstention to the presiding officer of the meeting before its adjournment or to the corporation immediately after adjournment of the meeting. The right of dissent or abstention is not available to a director who votes in favor of the action taken.   [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).] SECTION HISTORY PL 2001, c. 640, §A2 (NEW). PL 2001, c. 640, §B7 (AFF). PL 2003, c. 344, §B66 (AMD).
13-C ME Rev Stat § 827 (2021)
2021 Maine Revised Statutes|TITLE 13-C: MAINE BUSINESS CORPORATION ACT|Chapter 8: DIRECTORS AND OFFICERS|Subchapter 2: MEETINGS AND ACTION OF BOARD|13-C §827. Submission of matters for shareholder vote

 §827. Submission of matters for shareholder vote A corporation may agree to submit a matter to a vote of its shareholders even if, after approving the matter, the board of directors determines it no longer recommends the matter.   [PL 2011, c. 274, §32 (NEW).]SECTION HISTORY PL 2011, c. 274, §32 (NEW).
13-C ME Rev Stat § 833 (2021)
2021 Maine Revised Statutes|TITLE 13-C: MAINE BUSINESS CORPORATION ACT|Chapter 8: DIRECTORS AND OFFICERS|Subchapter 3: DIRECTORS|13-C §833. Director's liability for unlawful distributions

 §833. Director's liability for unlawful distributions 1.  Personal liability.  A director who votes for or assents to a distribution in excess of what may be authorized and made pursuant to section 651, subsection 1 or section 1410, subsection 1 is personally liable to the corporation for the amount of the distribution that exceeds what could have been distributed without violating section 651, subsection 1 or section 1410, subsection 1 if the party asserting liability establishes that when taking the action the director did not comply with section 831.   [PL 2003, c. 631, §18 (AMD).] 2.  Contribution; recoupment.  A director held liable under subsection 1 for an unlawful distribution is entitled to:   A. A contribution from every other director who could be held liable under subsection 1 for the unlawful distribution; and   [RR 2001, c. 2, Pt. A, §18 (COR); RR 2001, c. 2, Pt. A, §19 (AFF).]B. Recoupment from each shareholder of the pro rata portion of the amount of the unlawful distribution the shareholder accepted, knowing the distribution was made in violation of section 651, subsection 1 or section 1410, subsection 1.   [PL 2003, c. 631, §18 (AMD).][PL 2003, c. 631, §18 (AMD).] 3.  Proceeding to enforce liability; 2-year period.  A proceeding to enforce the liability of a director under subsection 1 is barred unless it is commenced within 2 years after the date:   A. On which the effect of the distribution was measured under section 651, subsection 5 or 7;   [PL 2003, c. 631, §18 (NEW).]B. As of which the violation of section 651, subsection 1 occurred as the consequence of disregard of a restriction in the corporation's articles of incorporation; or   [PL 2003, c. 631, §18 (NEW).]C. On which the distribution of assets to shareholders under section 1410, subsection 1 was made.   [PL 2003, c. 631, §18 (NEW).][PL 2003, c. 631, §18 (AMD).] 4.  Proceeding to enforce contribution or recoupment; one-year period.  A proceeding to enforce a contribution or recoupment under subsection 2 is barred unless it is commenced within one year after the liability of the claimant has been finally adjudicated under subsection 1.   [PL 2001, c. 640, Pt. A, §2 (NEW); PL 2001, c. 640, Pt. B, §7 (AFF).] SECTION HISTORY RR 2001, c. 2, §A18 (COR). RR 2001, c. 2, §A19 (AFF). PL 2001, c. 640, §A2 (NEW). PL 2001, c. 640, §B7 (AFF). PL 2003, c. 631, §18 (AMD).
13-C ME Rev Stat § 841 (2021)
2021 Maine Revised Statutes|TITLE 13-C: MAINE BUSINESS CORPORATION ACT|Chapter 8: DIRECTORS AND OFFICERS|Subchapter 4: OFFICERS|13-C §841. Offices

 §841. Offices 1.  Offices.  A corporation has the offices described in its bylaws or designated by the corporation's board of directors in accordance with the bylaws.   [PL 2003, c. 631, §19 (AMD).] 2.  Appointment of officers.  The board of directors may elect individuals to fill one or more offices of the corporation. An officer may appoint one or more officers or assistant officers if authorized by the bylaws or the corporation's board of directors.   [PL 2003, c. 631, §19 (AMD).] 3.  Responsibility for minutes and shareholder records.  The bylaws or the corporation's board of directors shall assign to one of the officers responsibility for preparing minutes of the directors' and shareholders' meetings and for maintaining and authenticating the records of the corporation that section 1601, subsections 1 and 3 require to be kept.   [PL 2003, c. 631, §19 (AMD).] 4.  Multiple positions.  The same individual may simultaneously hold more than one office in a corporation.   [PL 2001, c. 640, Pt. A, §2 (NEW); PL 2001, c. 640, Pt. B, §7 (AFF).] SECTION HISTORY PL 2001, c. 640, §A2 (NEW). PL 2001, c. 640, §B7 (AFF). PL 2003, c. 631, §19 (AMD).