reglab/housing_qa huggingface dataset:
13-C ME Rev Stat § 842 (2021)
2021 Maine Revised Statutes|TITLE 13-C: MAINE BUSINESS CORPORATION ACT|Chapter 8: DIRECTORS AND OFFICERS|Subchapter 4: OFFICERS|13-C §842. Functions of officers

 §842. Functions of officers 1.  Sources.  An officer has the authority and shall perform the functions set forth in the bylaws or, to the extent consistent with the bylaws, the functions prescribed by the corporation's board of directors or by direction of an officer authorized by the corporation's board of directors to prescribe the functions of other officers.   [PL 2007, c. 289, §18 (AMD).] 2.  President.  Unless otherwise provided by the bylaws, the officer designated as president has authority to institute or defend legal proceedings whenever the directors or shareholders are deadlocked. Unless they have reason to believe otherwise, persons dealing with a corporation are entitled to assume that the officer designated as president has authority to make, on the corporation's behalf, all contracts that are within the ordinary course of those businesses in which the corporation is already engaged.   [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, §18 (AMD).
13-C ME Rev Stat § 843 (2021)
2021 Maine Revised Statutes|TITLE 13-C: MAINE BUSINESS CORPORATION ACT|Chapter 8: DIRECTORS AND OFFICERS|Subchapter 4: OFFICERS|13-C §843. Standards of conduct for officers

 §843. Standards of conduct for officers 1.  Basic standard of conduct.  An officer, when performing in the capacity of an officer, has the duty to act:   A. In good faith;   [PL 2001, c. 640, Pt. A, §2 (NEW); PL 2001, c. 640, Pt. B, §7 (AFF).]B. With the care that a person in a like position would reasonably exercise under similar circumstances; and   [PL 2001, c. 640, Pt. A, §2 (NEW); PL 2001, c. 640, Pt. B, §7 (AFF).]C. In a manner the officer reasonably believes to be in the best interests of the corporation.   [PL 2001, c. 640, Pt. A, §2 (NEW); PL 2001, c. 640, Pt. B, §7 (AFF).][PL 2007, c. 289, §19 (AMD).] 2.  Basis for reliance.   [PL 2003, c. 631, §20 (RP).] 2-A.  Basis for reliance.  In discharging the duties under section 842, an officer who does not have knowledge that makes reliance unwarranted is entitled to rely on:   A. The performance of properly delegated responsibilities by one or more employees of the corporation whom the officer reasonably believes to be reliable and competent in performing the responsibilities delegated; and   [PL 2003, c. 631, §21 (NEW).]B. Information, opinions, reports or statements, including financial statements and other financial data, prepared or presented by:   (1) One or more employees of the corporation whom the officer reasonably believes to be reliable and competent in the matters presented; or   (2) Legal counsel, public accountants or other persons retained by the corporation as to matters involving skills or expertise the officer reasonably believes are matters within the particular person's professional or expert competence or as to which the particular person merits confidence.   [PL 2003, c. 631, §21 (NEW).][PL 2003, c. 631, §21 (NEW).] 3.  Basis for potential liability.  An officer is not liable to the corporation or its shareholders for any decision to take or not to take action, or any failure to take any action, as an officer if the duties of the office are performed in compliance with this section. Whether an officer who does not comply with this section has liability depends on applicable law, including those principles of section 832 that have relevance.   [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, §§20,21 (AMD). PL 2007, c. 289, §19 (AMD).
13-C ME Rev Stat § 844 (2021)
2021 Maine Revised Statutes|TITLE 13-C: MAINE BUSINESS CORPORATION ACT|Chapter 8: DIRECTORS AND OFFICERS|Subchapter 4: OFFICERS|13-C §844. Resignation and removal of officers

 §844. Resignation and removal of officers 1.  Resignation.  An officer may resign at any time by delivering notice to the corporation. A resignation is effective when the notice is delivered unless the notice specifies a later effective time. If a resignation is made effective at a later time, including, but not limited to, the time at which some specified future event occurs and the corporation's board of directors or the appointing officer accepts the future effective time, the corporation's board of directors or the appointing officer may fill the pending vacancy before the effective time if the corporation's board of directors or the appointing officer provides that the successor does not take office until the effective time.   [PL 2001, c. 640, Pt. A, §2 (NEW); PL 2001, c. 640, Pt. B, §7 (AFF).] 2.  Removal from office.  An officer may be removed at any time with or without cause by:   A. The corporation's board of directors;   [PL 2001, c. 640, Pt. A, §2 (NEW); PL 2001, c. 640, Pt. B, §7 (AFF).]B. The officer who appointed that officer, unless the bylaws or the corporation's board of directors provides otherwise; or   [PL 2001, c. 640, Pt. A, §2 (NEW); PL 2001, c. 640, Pt. B, §7 (AFF).]C. Any other officer if authorized by the bylaws or the corporation's board of directors.   [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).] 3.  Appointing officer defined.  As used in this section, "appointing officer" means the officer, including any successor to that officer, who appointed the officer resigning or being removed.   [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 § 845 (2021)
2021 Maine Revised Statutes|TITLE 13-C: MAINE BUSINESS CORPORATION ACT|Chapter 8: DIRECTORS AND OFFICERS|Subchapter 4: OFFICERS|13-C §845. Contract rights of officers

 §845. Contract rights of officers 1.  No implied contract rights.  The appointment of an officer does not itself create contract rights.   [PL 2001, c. 640, Pt. A, §2 (NEW); PL 2001, c. 640, Pt. B, §7 (AFF).] 2.  Effect of removal or resignation on contract rights.  An officer's removal does not affect the officer's contract rights, if any, with the corporation. An officer's resignation does not affect the corporation's contract rights, if any, with the officer.   [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 § 846 (2021)
2021 Maine Revised Statutes|TITLE 13-C: MAINE BUSINESS CORPORATION ACT|Chapter 8: DIRECTORS AND OFFICERS|Subchapter 4: OFFICERS|13-C §846. Clerk (REPEALED)

 §846. Clerk (REPEALED)SECTION HISTORY PL 2001, c. 640, §A2 (NEW). PL 2001, c. 640, §B7 (AFF). PL 2003, c. 344, §B67 (RP).
13-C ME Rev Stat § 851 (2021)
2021 Maine Revised Statutes|TITLE 13-C: MAINE BUSINESS CORPORATION ACT|Chapter 8: DIRECTORS AND OFFICERS|Subchapter 5: INDEMNIFICATION AND ADVANCE FOR EXPENSES|13-C §851. Definitions

 §851. Definitions As used in this subchapter, unless the context otherwise indicates, the following terms have the following meanings.   [PL 2001, c. 640, Pt. A, §2 (NEW); PL 2001, c. 640, Pt. B, §7 (AFF).]1.  Corporation.  "Corporation" includes any domestic or foreign predecessor entity of a corporation in a merger.   [PL 2001, c. 640, Pt. A, §2 (NEW); PL 2001, c. 640, Pt. B, §7 (AFF).] 2.  Director; officer.  "Director" or "officer" means an individual who is or was a director or officer, respectively, of a corporation or who, while a director or officer of the corporation, is or was serving at the corporation's request as a director, officer, partner, trustee, employee or agent of another domestic or foreign corporation, partnership, joint venture, trust, employee benefit plan or other entity. A director or officer is considered to be serving an employee benefit plan at the corporation's request if the director's or officer's duties to the corporation also impose duties on, or otherwise involve services by, the director or officer to the plan or to participants in or beneficiaries of the plan. "Director" or "officer" includes, unless the context requires otherwise, the estate or personal representative of a director or officer.   [PL 2001, c. 640, Pt. A, §2 (NEW); PL 2001, c. 640, Pt. B, §7 (AFF).] 3.  Disinterested director.   [PL 2007, c. 289, §20 (RP).] 4.  Expenses.   [PL 2007, c. 289, §21 (RP).] 5.  Liability.  "Liability" means the obligation to pay a judgment, settlement, penalty, fine, including an excise tax assessed with respect to an employee benefit plan, or expenses incurred with respect to a proceeding.   [PL 2007, c. 289, §22 (AMD).] 6.  Official capacity.  "Official capacity" means:   A. When used with respect to a director, the office of director in a corporation; and   [PL 2001, c. 640, Pt. A, §2 (NEW); PL 2001, c. 640, Pt. B, §7 (AFF).]B. When used with respect to an officer, as contemplated in section 857, the office in a corporation held by the officer.   [PL 2001, c. 640, Pt. A, §2 (NEW); PL 2001, c. 640, Pt. B, §7 (AFF).]"Official capacity" does not include service for any other domestic or foreign corporation or any partnership, joint venture, trust, employee benefit plan or other entity.   [PL 2001, c. 640, Pt. A, §2 (NEW); PL 2001, c. 640, Pt. B, §7 (AFF).] 7.  Party.  "Party" means an individual who was, is or is threatened to be made a defendant or respondent in a proceeding.   [PL 2001, c. 640, Pt. A, §2 (NEW); PL 2001, c. 640, Pt. B, §7 (AFF).] 8.  Proceeding.  "Proceeding" means any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative, arbitrative or investigative and whether formal or informal.   [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, §§20-22 (AMD).
13-C ME Rev Stat § 852 (2021)
2021 Maine Revised Statutes|TITLE 13-C: MAINE BUSINESS CORPORATION ACT|Chapter 8: DIRECTORS AND OFFICERS|Subchapter 5: INDEMNIFICATION AND ADVANCE FOR EXPENSES|13-C §852. Permissible indemnification

 §852. Permissible indemnification 1.  Standards of conduct.  Except as otherwise provided in this section, a corporation may indemnify an individual who is a party to a proceeding because that individual is a director of the corporation against liability incurred in the proceeding if:   A. The following criteria are met:   (1) The individual's conduct was in good faith;   (2) The individual reasonably believed:   (a) In the case of conduct in the individual's official capacity, that the individual's conduct was in the best interests of the corporation; and   (b) In all other cases, that the individual's conduct was at least not opposed to the best interests of the corporation; and   (3) In the case of any criminal proceeding, the individual had no reasonable cause to believe the individual's conduct was unlawful; or   [PL 2003, c. 344, Pt. B, §68 (AMD).]B. The individual engaged in conduct for which broader indemnification has been made permissible or obligatory under a provision of the corporation's articles of incorporation as authorized by section 202, subsection 2, paragraph E.   [PL 2001, c. 640, Pt. A, §2 (NEW); PL 2001, c. 640, Pt. B, §7 (AFF).][PL 2003, c. 344, Pt. B, §68 (AMD).] 2.  Employee benefit plan.  The conduct of a director with respect to an employee benefit plan for a purpose the director reasonably believed to be in the interests of the participants in, and the beneficiaries of, the plan is conduct that satisfies the requirement of subsection 1, paragraph A, subparagraph (2), division (b).   [PL 2003, c. 344, Pt. B, §68 (AMD).] 3.  Termination of proceeding.  The termination of a proceeding by judgment, order, settlement or conviction or upon a plea of nolo contendere or its equivalent is not of itself determinative that the director did not meet the relevant standard of conduct described in this section.   [PL 2001, c. 640, Pt. A, §2 (NEW); PL 2001, c. 640, Pt. B, §7 (AFF).] 4.  Limits.  Unless ordered by a court under section 855, subsection 1, paragraph C, a corporation may not indemnify one of the corporation's directors:   A. In connection with a proceeding by or in the right of the corporation, except for reasonable expenses incurred in connection with the proceeding if it is determined that the director has met the relevant standard of conduct under subsection 1; or   [PL 2001, c. 640, Pt. A, §2 (NEW); PL 2001, c. 640, Pt. B, §7 (AFF).]B. In connection with any proceeding with respect to conduct for which the director was adjudged liable on the basis that the director received a financial benefit to which the director was not entitled, whether or not involving action in the director's official capacity.   [PL 2001, c. 640, Pt. A, §2 (NEW); PL 2001, c. 640, Pt. B, §7 (AFF).][PL 2003, c. 344, Pt. B, §68 (AMD).] SECTION HISTORY PL 2001, c. 640, §A2 (NEW). PL 2001, c. 640, §B7 (AFF). PL 2003, c. 344, §B68 (AMD).
13-C ME Rev Stat § 853 (2021)
2021 Maine Revised Statutes|TITLE 13-C: MAINE BUSINESS CORPORATION ACT|Chapter 8: DIRECTORS AND OFFICERS|Subchapter 5: INDEMNIFICATION AND ADVANCE FOR EXPENSES|13-C §853. Mandatory indemnification

 §853. Mandatory indemnification A corporation shall indemnify a director who was wholly successful, on the merits or otherwise, in the defense of any proceeding to which the director was a party because the director was a director of the corporation against reasonable expenses incurred by the director in connection with the proceeding.   [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 § 854 (2021)
2021 Maine Revised Statutes|TITLE 13-C: MAINE BUSINESS CORPORATION ACT|Chapter 8: DIRECTORS AND OFFICERS|Subchapter 5: INDEMNIFICATION AND ADVANCE FOR EXPENSES|13-C §854. Advance for expenses

 §854. Advance for expenses 1.  Conditions.  A corporation may, before final disposition of a proceeding, advance funds to pay for or reimburse the expenses incurred in connection with the proceeding by an individual who is a party to the proceeding because that individual is a member of the board of directors, if the individual delivers to the corporation:   A. A signed written affirmation of the individual's good faith belief that the individual has met the relevant standard of conduct described in section 852, subsection 1 or that the proceeding involves conduct for which liability has been eliminated under a provision of the corporation's articles of incorporation as authorized by section 202, subsection 2, paragraph D; and   [PL 2011, c. 274, §33 (AMD).]B. The individual's signed written undertaking to repay any funds advanced if the individual is not entitled to mandatory indemnification under section 853 and it is ultimately determined under section 855 or 856 that the individual has not met the relevant standard of conduct described in section 852.   [PL 2011, c. 274, §33 (AMD).][PL 2011, c. 274, §33 (AMD).] 2.  Repayment obligation.  The undertaking required by subsection 1, paragraph B must be an unlimited general obligation of the director but need not be secured and may be accepted without reference to the financial ability of the director to make repayment.   [PL 2003, c. 344, Pt. B, §68 (AMD).] 3.  Authorization process.  Authorizations under this section may be made:   A. By the corporation's board of directors:   (1) If there are 2 or more qualified directors, by a majority vote of all the qualified directors, a majority of whom for this purpose constitutes a quorum, or by a majority of the members of a committee of 2 or more qualified directors appointed by a majority vote of all the qualified directors; or   (2) If there are fewer than 2 qualified directors, by the vote necessary for action by the corporation's board of directors in accordance with section 825, subsection 3, in which authorization directors who do not qualify as qualified directors may participate; or   [PL 2007, c. 289, §24 (AMD).]B. By the shareholders, but shares owned by or voted under the control of a director who at the time is not a qualified director may not be voted on the authorization.   [PL 2007, c. 289, §24 (AMD).][PL 2007, c. 289, §24 (AMD).] SECTION HISTORY PL 2001, c. 640, §A2 (NEW). PL 2001, c. 640, §B7 (AFF). PL 2003, c. 344, §B68 (AMD). PL 2007, c. 289, §§23, 24 (AMD). PL 2011, c. 274, §33 (AMD).
13-C ME Rev Stat § 855 (2021)
2021 Maine Revised Statutes|TITLE 13-C: MAINE BUSINESS CORPORATION ACT|Chapter 8: DIRECTORS AND OFFICERS|Subchapter 5: INDEMNIFICATION AND ADVANCE FOR EXPENSES|13-C §855. Court-ordered indemnification; advance for expenses

 §855. Court-ordered indemnification; advance for expenses 1.  Application and order.  A director who is a party to a proceeding because the director is a director of the corporation may apply for indemnification or an advance for expenses to the court conducting the proceeding or to another court of competent jurisdiction. After receipt of an application and after giving any notice the court considers necessary, the court shall:   A. Order indemnification if the court determines that the director is entitled to mandatory indemnification under section 853;   [PL 2001, c. 640, Pt. A, §2 (NEW); PL 2001, c. 640, Pt. B, §7 (AFF).]B. Order indemnification or an advance for expenses if the court determines that the director is entitled to indemnification or an advance for expenses pursuant to a provision authorized by section 859, subsection 1; or   [PL 2001, c. 640, Pt. A, §2 (NEW); PL 2001, c. 640, Pt. B, §7 (AFF).]C. Order indemnification or an advance for expenses if the court determines, in view of all the relevant circumstances, that it is fair and reasonable:   (1) To indemnify the director; or   (2) To advance expenses to the director even if the director has not met the relevant standard of conduct set forth in section 852, subsection 1, failed to comply with section 854 or was adjudged liable in a proceeding referred to in section 852, subsection 4, paragraph A or B, but, if the director was adjudged so liable, the director's indemnification must be limited to reasonable expenses incurred in connection with the proceeding.   [PL 2001, c. 640, Pt. A, §2 (NEW); PL 2001, c. 640, Pt. B, §7 (AFF).][PL 2003, c. 344, Pt. B, §68 (AMD).] 2.  Entitlement to expenses.  If the court determines that the director is entitled to indemnification under subsection 1, paragraph A or to indemnification or an advance for expenses under subsection 1, paragraph B, the court shall also order the corporation to pay the director's reasonable expenses incurred in connection with obtaining the court-ordered indemnification or advance for expenses. If the court determines that the director is entitled to indemnification or an advance for expenses under subsection 1, paragraph C, the court may also order the corporation to pay the director's reasonable expenses incurred in connection with obtaining the court-ordered indemnification or advance for expenses.   [PL 2003, c. 344, Pt. B, §68 (AMD).] SECTION HISTORY PL 2001, c. 640, §A2 (NEW). PL 2001, c. 640, §B7 (AFF). PL 2003, c. 344, §B68 (AMD).
13-C ME Rev Stat § 856 (2021)
2021 Maine Revised Statutes|TITLE 13-C: MAINE BUSINESS CORPORATION ACT|Chapter 8: DIRECTORS AND OFFICERS|Subchapter 5: INDEMNIFICATION AND ADVANCE FOR EXPENSES|13-C §856. Determination and authorization of indemnification

 §856. Determination and authorization of indemnification 1.  Prerequisites to indemnity.  A corporation may not indemnify a director under section 852, subsection 1 unless authorized for a specific proceeding after a determination has been made that indemnification of the director is permissible because the director has met the relevant standard of conduct set forth in section 852.   [PL 2003, c. 344, Pt. B, §68 (AMD).] 2.  Determination of permissibility.  A determination under subsection 1 that indemnification is permissible must be made:   A. If there are 2 or more qualified directors, by the corporation's board of directors by a majority vote of all the qualified directors, a majority of whom for this purpose constitutes a quorum, or by a majority of the members of a committee of 2 or more qualified directors appointed by a majority vote of all the qualified directors;   [PL 2007, c. 289, §25 (AMD).]B. By special legal counsel:   (1) Selected in the manner prescribed in paragraph A; or   (2) If there are fewer than 2 qualified directors, selected by the corporation's board of directors in which selection directors who are not qualified directors may participate; or   [PL 2007, c. 289, §25 (AMD).]C. By the shareholders, but shares owned by or voted under the control of a director who at the time is not a qualified director may not be voted on the determination.   [PL 2007, c. 289, §25 (AMD).][PL 2007, c. 289, §25 (AMD).] 3.  Authorization process.  Authorization of indemnification must be made in the same manner as the determination that indemnification is permissible, except that if there are fewer than 2 qualified directors or if the determination is made by special legal counsel, authorization of indemnification must be made by those entitled to select special legal counsel under subsection 2, paragraph B, subparagraph (2).   [PL 2007, c. 289, §26 (AMD).] SECTION HISTORY PL 2001, c. 640, §A2 (NEW). PL 2001, c. 640, §B7 (AFF). PL 2003, c. 344, §B68 (AMD). PL 2007, c. 289, §§25, 26 (AMD).
13-C ME Rev Stat § 857 (2021)
2021 Maine Revised Statutes|TITLE 13-C: MAINE BUSINESS CORPORATION ACT|Chapter 8: DIRECTORS AND OFFICERS|Subchapter 5: INDEMNIFICATION AND ADVANCE FOR EXPENSES|13-C §857. Indemnification of officers

 §857. Indemnification of officers 1.  Permissible scope.  A corporation may indemnify and advance expenses under this subchapter to an officer of the corporation who is a party to a proceeding because the officer is an officer of the corporation:   A. To the same extent as a director; and   [PL 2001, c. 640, Pt. A, §2 (NEW); PL 2001, c. 640, Pt. B, §7 (AFF).]B. If the officer is an officer but not a director, to such further extent as may be provided by the corporation's articles of incorporation, the bylaws, a resolution of the corporation's board of directors or a contract except for:   (1) Liability in connection with a proceeding by or in the right of the corporation other than for reasonable expenses incurred in connection with the proceeding; or   (2) Liability arising out of conduct that constitutes:   (a) Receipt by the officer of a financial benefit to which the officer is not entitled;   (b) An intentional infliction of harm on the corporation or the shareholders; or   (c) An intentional violation of criminal law.   [PL 2001, c. 640, Pt. A, §2 (NEW); PL 2001, c. 640, Pt. B, §7 (AFF).][PL 2003, c. 344, Pt. B, §68 (AMD).] 2.  Dual capacity.   Subsection 1, paragraph B applies to an officer who is also a director if the basis on which the officer is made a party to the proceeding is an act or omission solely as an officer.   [PL 2003, c. 344, Pt. B, §68 (AMD).] 3.  Mandatory indemnification.  An officer who is not a director is entitled to mandatory indemnification under section 853 and may apply to a court under section 855 for indemnification or an advance for expenses, in each case to the same extent to which a director may be entitled to indemnification or an advance for expenses under those provisions.   [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, §B68 (AMD).