reglab/housing_qa huggingface dataset:
13-C ME Rev Stat § 1020 (2021)
2021 Maine Revised Statutes|TITLE 13-C: MAINE BUSINESS CORPORATION ACT|Chapter 10: AMENDMENT OF ARTICLES OF INCORPORATION AND BYLAWS|Subchapter 2: AMENDMENT OF BYLAWS|13-C §1020. Amendment by board of directors or shareholders

 §1020. Amendment by board of directors or shareholders 1.  Shareholders amend; repeal bylaws.  A corporation's shareholders may amend or repeal the corporation's bylaws.   [PL 2001, c. 640, Pt. A, §2 (NEW); PL 2001, c. 640, Pt. B, §7 (AFF).] 2.  Board of directors amend bylaws.  A corporation's board of directors may amend or repeal the corporation's bylaws, unless:   A. The articles of incorporation or section 1021 reserve that power exclusively to the shareholders in whole or part; or   [PL 2001, c. 640, Pt. A, §2 (NEW); PL 2001, c. 640, Pt. B, §7 (AFF).]B. Except as provided in section 206, subsection 4, the shareholders in amending, repealing or adopting a bylaw expressly provide that the board of directors may not amend, repeal or reinstate that bylaw.   [PL 2011, c. 274, §51 (AMD).][PL 2011, c. 274, §51 (AMD).] SECTION HISTORY PL 2001, c. 640, §A2 (NEW). PL 2001, c. 640, §B7 (AFF). PL 2011, c. 274, §51 (AMD).
13-C ME Rev Stat § 1021 (2021)
2021 Maine Revised Statutes|TITLE 13-C: MAINE BUSINESS CORPORATION ACT|Chapter 10: AMENDMENT OF ARTICLES OF INCORPORATION AND BYLAWS|Subchapter 2: AMENDMENT OF BYLAWS|13-C §1021. Bylaw increasing quorum or voting requirement for directors

 §1021. Bylaw increasing quorum or voting requirement for directors 1.  Increase quorum or voting requirement.  A bylaw that increases a quorum or voting requirement for the corporation's board of directors may be amended or repealed:   A. If originally adopted by the shareholders, only by the shareholders, unless the bylaw otherwise provides; or   [PL 2001, c. 640, Pt. A, §2 (NEW); PL 2001, c. 640, Pt. B, §7 (AFF).]B. If adopted by the board of directors, either by the shareholders or by the 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).] 2.  Bylaw increasing quorum or voting requirement.  A bylaw adopted or amended by the shareholders that increases a quorum or voting requirement for the corporation's board of directors may provide that it can be amended or repealed only by a specified vote of either the shareholders or the board of directors.   [PL 2001, c. 640, Pt. A, §2 (NEW); PL 2001, c. 640, Pt. B, §7 (AFF).] 3.  Amendment quorum requirement.  Action by the corporation's board of directors under subsection 1 to amend or repeal a bylaw that changes the quorum or voting requirement for the board of directors must meet the same quorum requirement and be adopted by the same vote required to take action under the quorum and voting requirement then in effect or proposed to be adopted, whichever is greater.   [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 § 1304 (2021)
2021 Maine Revised Statutes|TITLE 13-C: MAINE BUSINESS CORPORATION ACT|Chapter 13: APPRAISAL RIGHTS|Subchapter 1: APPRAISAL RIGHTS AND PAYMENT FOR SHARES|13-C §1304. Limitation or elimination of appraisal rights in articles of incorporation

 §1304. Limitation or elimination of appraisal rights in articles of incorporation Notwithstanding section 1302 or 1303, the articles of incorporation of a corporation as originally filed or any amendment thereto may limit or eliminate appraisal rights for any class or series of preferred shares, except that:   [PL 2011, c. 274, §65 (RPR).]1.  Class or series.  No such limitation or elimination is effective if the class or series does not have the right to vote separately as a voting group, alone or as part of a group, on the action or if the action is a nonprofit conversion under chapter 9, subchapter 2, a conversion to an unincorporated entity under chapter 9, subchapter 4 or a merger having a similar effect; and   [PL 2011, c. 274, §65 (NEW).] 2.  Appraisal rights.  Any limitation or elimination contained in an amendment to the articles of incorporation that limits or eliminates appraisal rights for any of those shares that are outstanding immediately prior to the effective date of that amendment or that the corporation is or may be required to issue or sell after the effective date of the amendment pursuant to any conversion, exchange or other right existing immediately before the effective date of that amendment does not apply to any corporate action that becomes effective within one year of that date if that action would otherwise afford appraisal rights.   [PL 2011, c. 274, §65 (NEW).] SECTION HISTORY PL 2001, c. 640, §A2 (NEW). PL 2001, c. 640, §B7 (AFF). PL 2011, c. 274, §65 (RPR).
13-C ME Rev Stat § 1305 (2021)
2021 Maine Revised Statutes|TITLE 13-C: MAINE BUSINESS CORPORATION ACT|Chapter 13: APPRAISAL RIGHTS|Subchapter 1: APPRAISAL RIGHTS AND PAYMENT FOR SHARES|13-C §1305. Challenge by shareholder (REPEALED)

 §1305. Challenge by shareholder (REPEALED)SECTION HISTORY PL 2001, c. 640, §A2 (NEW). PL 2001, c. 640, §B7 (AFF). PL 2003, c. 344, §B107 (AMD). PL 2011, c. 274, §66 (RP).
13-C ME Rev Stat § 1306 (2021)
2021 Maine Revised Statutes|TITLE 13-C: MAINE BUSINESS CORPORATION ACT|Chapter 13: APPRAISAL RIGHTS|Subchapter 1: APPRAISAL RIGHTS AND PAYMENT FOR SHARES|13-C §1306. Assertion of appraisal rights

 §1306. Assertion of appraisal rights 1.  Record shareholder assert appraisal rights.  A record shareholder may assert appraisal rights as to fewer than all the shares registered in the record shareholder's name but owned by a beneficial shareholder only if the record shareholder objects with respect to all shares of the class or series owned by the beneficial shareholder and notifies the corporation in writing of the name and address of each beneficial shareholder on whose behalf appraisal rights are being asserted. The rights of a record shareholder who asserts appraisal rights for only part of the shares held of record in the record shareholder's name under this subsection must be determined as if the shares as to which the record shareholder objects and the record shareholder's other shares were registered in the names of different record shareholders.   [PL 2001, c. 640, Pt. A, §2 (NEW); PL 2001, c. 640, Pt. B, §7 (AFF).] 2.  Beneficial shareholder; appraisal rights.  A beneficial shareholder may assert appraisal rights as to shares of any class or series held on behalf of the shareholder only if the shareholder:   A. Submits to the corporation the record shareholder's written consent to the assertion of the rights no later than the date referred to in section 1323, subsection 2, paragraph B, subparagraph (2); and   [PL 2005, c. 302, §6 (AMD).]B. Does so with respect to all shares of the class or series that are beneficially owned by the beneficial shareholder.   [PL 2001, c. 640, Pt. A, §2 (NEW); PL 2001, c. 640, Pt. B, §7 (AFF).][PL 2005, c. 302, §6 (AMD).] SECTION HISTORY PL 2001, c. 640, §A2 (NEW). PL 2001, c. 640, §B7 (AFF). PL 2005, c. 302, §6 (AMD).
13-C ME Rev Stat § 1321 (2021)
2021 Maine Revised Statutes|TITLE 13-C: MAINE BUSINESS CORPORATION ACT|Chapter 13: APPRAISAL RIGHTS|Subchapter 2: PROCEDURE FOR EXERCISE OF APPRAISAL RIGHTS|13-C §1321. Notice of appraisal rights

 §1321. Notice of appraisal rights 1.  Meeting notice.  If a proposed corporate action described in section 1302 is to be submitted to a vote at a shareholders' meeting, the meeting notice must state that the corporation has concluded that shareholders are, are not or may be entitled to assert appraisal rights under this chapter. If the corporation concludes that appraisal rights are or may be available, a copy of this chapter must accompany the meeting notice sent to those record shareholders entitled to exercise appraisal rights.   [PL 2001, c. 640, Pt. A, §2 (NEW); PL 2001, c. 640, Pt. B, §7 (AFF).] 2.  Notice of corporate action.  In a merger pursuant to section 1105, the parent corporation shall notify in writing all record shareholders of the subsidiary who are entitled to assert appraisal rights that a corporate action became effective. The notice must be sent within 10 days after the corporate action became effective and include the materials described in section 1323.   [PL 2001, c. 640, Pt. A, §2 (NEW); PL 2001, c. 640, Pt. B, §7 (AFF).] 3.  Action by written consent.  If a corporate action specified in section 1302 is to be approved by written consent of the shareholders pursuant to section 704:   A. Written notice that appraisal rights are, are not or may be available must be sent to each record shareholder from whom a consent is solicited at the time consent of such shareholder is first solicited and, if the corporation has concluded that appraisal rights are or may be available, must be accompanied by a copy of this chapter; and   [PL 2011, c. 274, §67 (AMD).]B. Written notice that appraisal rights are, are not or may be available must be delivered together with the notice to nonconsenting voting and nonvoting shareholders as required by section 704, subsections 4 and 5, may include the materials described in section 1323 and, if the corporation has concluded that appraisal rights are or may be available, must be accompanied by a copy of this chapter.   [PL 2007, c. 289, §33 (NEW).][PL 2011, c. 274, §67 (AMD).] SECTION HISTORY PL 2001, c. 640, §A2 (NEW). PL 2001, c. 640, §B7 (AFF). PL 2007, c. 289, §33 (AMD). PL 2011, c. 274, §67 (AMD).
13-C ME Rev Stat § 1322 (2021)
2021 Maine Revised Statutes|TITLE 13-C: MAINE BUSINESS CORPORATION ACT|Chapter 13: APPRAISAL RIGHTS|Subchapter 2: PROCEDURE FOR EXERCISE OF APPRAISAL RIGHTS|13-C §1322. Notice of intent to demand payment (REPEALED)

 §1322. Notice of intent to demand payment (REPEALED)SECTION HISTORY PL 2001, c. 640, §A2 (NEW). PL 2001, c. 640, §B7 (AFF). PL 2007, c. 289, §34 (RP).
13-C ME Rev Stat § 1322-A (2021)
2021 Maine Revised Statutes|TITLE 13-C: MAINE BUSINESS CORPORATION ACT|Chapter 13: APPRAISAL RIGHTS|Subchapter 2: PROCEDURE FOR EXERCISE OF APPRAISAL RIGHTS|13-C §1322-A. Notice of intent to demand payment

 §1322-A. Notice of intent to demand payment 1.  Preservation of appraisal rights if action taken at a meeting.  If a proposed corporate action requiring appraisal rights under sections 1302 to 1304 is submitted to a vote at a shareholders' meeting, a shareholder who wishes to assert appraisal rights with respect to any class or series of shares:   A. Shall deliver to the corporation before the vote is taken written notice of the shareholder's intent to demand payment if the proposed action is effectuated; and   [PL 2007, c. 289, §35 (NEW).]B. May not vote, or cause or permit to be voted, any shares of the class or series in favor of the proposed action.   [PL 2007, c. 289, §35 (NEW).][PL 2007, c. 289, §35 (NEW).] 2.  Preservation of appraisal rights if action taken by consent.  If a corporate action specified in section 1302 is to be approved by less than unanimous written consent, a shareholder who wishes to assert appraisal rights with respect to any class or series of shares may not sign a consent in favor of the proposed action with respect to that class or series of shares.   [PL 2011, c. 274, §68 (AMD).] 3.  Effect of failure to preserve.  A shareholder who fails to satisfy the requirements of subsection 1 or 2 is not entitled to payment under this chapter.   [PL 2007, c. 289, §35 (NEW).] SECTION HISTORY PL 2007, c. 289, §35 (NEW). PL 2011, c. 274, §68 (AMD).
13-C ME Rev Stat § 1324 (2021)
2021 Maine Revised Statutes|TITLE 13-C: MAINE BUSINESS CORPORATION ACT|Chapter 13: APPRAISAL RIGHTS|Subchapter 2: PROCEDURE FOR EXERCISE OF APPRAISAL RIGHTS|13-C §1324. Perfection of rights; right to withdraw

 §1324. Perfection of rights; right to withdraw 1.  Perfection of rights.  A shareholder who receives notice pursuant to section 1323 and who wishes to exercise appraisal rights shall sign and return the form sent by the corporation and, in the case of certificated shares, deposit the shareholder’s certificates in accordance with the terms of the notice by the date referred to in the notice pursuant to section 1323, subsection 2, paragraph B, subparagraph (2) and certify whether the beneficial owner of the shares acquired beneficial ownership of the shares before the date required to be set forth in the notice pursuant to section 1323, subsection 2, paragraph A. If a shareholder fails to make this certification, the corporation may elect to treat the shareholder's shares as after-acquired shares under section 1326. A shareholder who wishes to exercise appraisal rights shall execute and return the form and, in the case of certificated shares, deposit the shareholder's certificates in accordance with the terms of the notice by the date referred to in the notice pursuant to section 1323, subsection 2, paragraph B, subparagraph (2). Once a shareholder deposits that shareholder's certificates or, in the case of uncertificated shares, returns the executed forms, that shareholder loses all rights as a shareholder, unless the shareholder withdraws pursuant to subsection 2.   [PL 2007, c. 289, §39 (AMD).] 2.  Withdraw from appraisal process.  A shareholder who has complied with subsection 1 may nevertheless decline to exercise appraisal rights and withdraw from the appraisal process by notifying the corporation in writing by the date set forth in the appraisal notice pursuant to section 1323, subsection 2, paragraph B, subparagraph (5). A shareholder who fails to withdraw from the appraisal process may not thereafter withdraw without the corporation's written consent.   [PL 2001, c. 640, Pt. A, §2 (NEW); PL 2001, c. 640, Pt. B, §7 (AFF).] 3.  Failure to execute and return form; nonpayment.  A shareholder who does not execute and return the form and, in the case of certificated shares, deposit that shareholder's share certificates where required, each by the date set forth in the notice described in section 1323, subsection 2, is not entitled to payment under this chapter.   [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, §39 (AMD).
13-C ME Rev Stat § 1325 (2021)
2021 Maine Revised Statutes|TITLE 13-C: MAINE BUSINESS CORPORATION ACT|Chapter 13: APPRAISAL RIGHTS|Subchapter 2: PROCEDURE FOR EXERCISE OF APPRAISAL RIGHTS|13-C §1325. Payment

 §1325. Payment 1.  Fair value.  Except as provided in section 1326, within 30 days after the form required by section 1323, subsection 2, paragraph B, subparagraph (2) is due, a corporation shall pay in cash to those shareholders who complied with section 1324, subsection 1 the amount the corporation estimates to be the fair value of their shares, plus interest.   [PL 2001, c. 640, Pt. A, §2 (NEW); PL 2001, c. 640, Pt. B, §7 (AFF).] 2.  Additional information.  The payment to each shareholder pursuant to subsection 1 must be accompanied by:   A. Annual financial statements specified in section 1620, subsection 1 of the corporation that issued the shares to be appraised, whether or not a close corporation, that must be as of a date ending not more than 16 months before the date of payment and must comply with section 1620, subsection 2. If such annual financial statements are not reasonably available, the corporation shall provide reasonably equivalent financial information;   [PL 2007, c. 289, §40 (AMD).]B. A statement of the corporation's estimate of the fair value of the shares, which estimate must equal or exceed the corporation's estimate given pursuant to section 1323, subsection 2, paragraph B, subparagraph (3);   [PL 2007, c. 289, §40 (AMD).]C. A statement that shareholders described in subsection 1 have the right to demand further payment under section 1327 and that if any such shareholder does not do so within the time period specified in section 1327, that shareholder is deemed to have accepted the payment in full satisfaction of the corporation's obligations under this chapter; and   [PL 2007, c. 289, §40 (AMD).]D. The latest available quarterly financial statements of the corporation, if any.   [PL 2007, c. 289, §40 (NEW).][PL 2007, c. 289, §40 (AMD).] SECTION HISTORY PL 2001, c. 640, §A2 (NEW). PL 2001, c. 640, §B7 (AFF). PL 2007, c. 289, §40 (AMD).
13-C ME Rev Stat § 1326 (2021)
2021 Maine Revised Statutes|TITLE 13-C: MAINE BUSINESS CORPORATION ACT|Chapter 13: APPRAISAL RIGHTS|Subchapter 2: PROCEDURE FOR EXERCISE OF APPRAISAL RIGHTS|13-C §1326. After-acquired shares

 §1326. After-acquired shares 1.  Withhold payment.  A corporation may elect to withhold payment required by section 1325 from any shareholder who did not certify that beneficial ownership of all of the shareholder's shares for which appraisal rights are asserted was acquired before the date set forth in the appraisal notice sent pursuant to section 1323, subsection 2, paragraph A.   [PL 2001, c. 640, Pt. A, §2 (NEW); PL 2001, c. 640, Pt. B, §7 (AFF).] 2.  Notify shareholders.  If a corporation elected to withhold payment under subsection 1, the corporation shall, within 30 days after the date by which the corporation must receive the form is given as required by section 1323, subsection 2, paragraph B, subparagraph (2) is due, notify all shareholders who are described in subsection 1:   A. Of the information required by section 1325, subsection 2, paragraph A;   [PL 2001, c. 640, Pt. A, §2 (NEW); PL 2001, c. 640, Pt. B, §7 (AFF).]B. Of the corporation's estimate of fair value pursuant to section 1325, subsection 2, paragraph B;   [PL 2001, c. 640, Pt. A, §2 (NEW); PL 2001, c. 640, Pt. B, §7 (AFF).]C. That the shareholders may accept the corporation's estimate of fair value, plus interest, in full satisfaction of their demands or demand appraisal under section 1327;   [PL 2001, c. 640, Pt. A, §2 (NEW); PL 2001, c. 640, Pt. B, §7 (AFF).]D. That those shareholders who wish to accept the offer pursuant to paragraph B must notify the corporation of their acceptance of the corporation's offer within 30 days after receiving the offer pursuant to paragraph B; and   [PL 2001, c. 640, Pt. A, §2 (NEW); PL 2001, c. 640, Pt. B, §7 (AFF).]E. That those shareholders who do not satisfy the requirements for demanding appraisal under section 1327 are deemed to have accepted the corporation's offer pursuant to paragraph B.   [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.  Shareholders who accept offer.  Within 10 days after receiving the shareholder's acceptance pursuant to subsection 2, a corporation must pay in cash the amount it offered under subsection 2, paragraph B to each shareholder who agreed to accept the corporation's offer in full satisfaction of the shareholder's demand.   [PL 2001, c. 640, Pt. A, §2 (NEW); PL 2001, c. 640, Pt. B, §7 (AFF).] 4.  Shareholders deemed to accept offer; payment.  Within 40 days after sending the notice described in subsection 2, a corporation shall pay in cash the amount the corporation offered to pay under subsection 2, paragraph B to each shareholder described in subsection 2, paragraph E.   [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 § 1327 (2021)
2021 Maine Revised Statutes|TITLE 13-C: MAINE BUSINESS CORPORATION ACT|Chapter 13: APPRAISAL RIGHTS|Subchapter 2: PROCEDURE FOR EXERCISE OF APPRAISAL RIGHTS|13-C §1327. Procedure if shareholder dissatisfied with payment or offer

 §1327. Procedure if shareholder dissatisfied with payment or offer 1.  Notification; demand.  A shareholder paid pursuant to section 1325 who is dissatisfied with the amount of the payment shall notify the corporation in writing of that shareholder's estimate of the fair value of the shares and demand payment of that estimate plus interest less any payment under section 1325. A shareholder offered payment under section 1326 who is dissatisfied with that offer must reject the offer and demand payment of the shareholder's stated estimate of the fair value of the shares plus interest.   [PL 2001, c. 640, Pt. A, §2 (NEW); PL 2001, c. 640, Pt. B, §7 (AFF).] 2.  Failure to notify corporation in writing.  A shareholder who fails to notify a corporation in writing of that shareholder's demand to be paid the shareholder's stated estimate of the fair value plus interest under subsection 1 within 30 days after receiving the corporation's payment or offer of payment under section 1325 or 1326 waives the right to demand payment under this section and is entitled only to the payment made or offered pursuant to those sections.   [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 § 1332 (2021)
2021 Maine Revised Statutes|TITLE 13-C: MAINE BUSINESS CORPORATION ACT|Chapter 13: APPRAISAL RIGHTS|Subchapter 3: JUDICIAL APPRAISAL OF SHARES|13-C §1332. Court costs and counsel fees

 §1332. Court costs and counsel fees 1.  Court costs.  The court in an appraisal proceeding commenced under section 1331 shall determine all court costs of the proceeding, including the reasonable compensation and expenses of appraisers appointed by the court. The court shall assess the court costs against a corporation, except that the court may assess court costs against all or some of the shareholders demanding appraisal, in amounts the court finds equitable, to the extent the court finds the shareholders acted arbitrarily, vexatiously or not in good faith with respect to the rights provided by this chapter.   [PL 2007, c. 289, §41 (AMD).] 2.  Court-assessed expenses.  The court in an appraisal proceeding under section 1331 may also assess the expenses for the respective parties, in amounts the court finds equitable:   A. Against a corporation and in favor of any or all shareholders demanding appraisal if the court finds the corporation did not substantially comply with the requirements of section 1321, 1323, 1325 or 1326; or   [PL 2001, c. 640, Pt. A, §2 (NEW); PL 2001, c. 640, Pt. B, §7 (AFF).]B. Against either a corporation or a shareholder demanding appraisal, in favor of any other party, if the court finds that the party against whom the expenses are assessed acted arbitrarily, vexatiously or not in good faith with respect to the rights provided by this chapter.   [PL 2007, c. 289, §41 (AMD).][RR 2007, c. 1, §6 (COR).] 3.  Fees awarded from settlement.  If the court in an appraisal proceeding under section 1331 finds that the expenses incurred by any shareholder were of substantial benefit to other shareholders similarly situated and that those expenses should not be assessed against the corporation, the court may direct that those expenses be paid out of the amounts awarded the shareholders who were benefitted.   [PL 2007, c. 289, §41 (AMD).] 4.  Corporation fails to make payment.  To the extent a corporation fails to make a required payment pursuant to section 1325, 1326 or 1327, a shareholder may sue directly for the amount owed and, to the extent successful, is entitled to recover from the corporation all expenses of the suit.   [PL 2007, c. 289, §41 (AMD).] SECTION HISTORY PL 2001, c. 640, §A2 (NEW). PL 2001, c. 640, §B7 (AFF). RR 2007, c. 1, §6 (COR). PL 2007, c. 289, §41 (AMD).