reglab/statecodes huggingface dataset:
2023 Maine Revised Statutes › TITLE 13-A: MAINE BUSINESS CORPORATION ACT › Chapter 14: FEES › 13-A §1406. Publications (REPEALED)

§1406. Publications
(REPEALED)
SECTION HISTORY
PL 1991, c. 465, §25 (NEW). PL 2001, c. 640, §A1 (RP). PL 2001, c. 640, §B7 (AFF).
2023 Maine Revised Statutes › TITLE 13-B: MAINE NONPROFIT CORPORATION ACT › Chapter 1: GENERAL PROVISIONS › 13-B §101. Short title

§101. Short title
This Title may be known and cited as the "Maine Nonprofit Corporation Act."   [PL 2003, c. 344, Pt. B, §6 (AMD).]
SECTION HISTORY
PL 1977, c. 525, §13 (NEW). PL 2003, c. 344, §B6 (AMD).
2023 Maine Revised Statutes › TITLE 13-B: MAINE NONPROFIT CORPORATION ACT › Chapter 1: GENERAL PROVISIONS › 13-B §104. Execution of documents

§104. Execution of documents
Whenever any provision of this Act specifically requires any document to be executed by the corporation in accordance with this section, unless otherwise specifically stated in this Act and subject to any additional provisions of this Act, such requirements shall mean that:   [PL 1977, c. 525, §13 (NEW).]
1.  Signature required.
The document must be signed:
A. In the case of articles of incorporation, by the incorporator or incorporators;   [PL 2007, c. 323, Pt. B, §1 (AMD); PL 2007, c. 323, Pt. G, §4 (AFF).]
B. In the case of other documents:
(1) By the clerk or secretary;
(2) By the chair of the board of directors of a foreign corporation or a domestic corporation, by its president or by another of its officers; or
(4) If there are no directors, then by a specific member or members as may be designated by the members at a lawful meeting;   [PL 2005, c. 302, §2 (AMD).]
C. In the case of annual reports, as provided in section 1301, subsection 3; or   [PL 1997, c. 376, §17 (AMD).]
D. In the case of an application for authority to carry on activities, by any duly authorized individual. All other documents filed on behalf of foreign corporations may be signed by any duly authorized individual;   [PL 2007, c. 323, Pt. B, §2 (AMD); PL 2007, c. 323, Pt. G, §4 (AFF).]
[PL 2007, c. 323, Pt. B, §§1, 2 (AMD); PL 2007, c. 323, Pt. G, §4 (AFF).]
2.  Name typed or printed.
Any person signing a document shall, either opposite or beneath his signature, clearly and legibly print or type his name and the capacity in which he signs.
[PL 1977, c. 525, §13 (NEW).]
3.  Title set forth.
The document shall set forth the title of the document at the head of the document.
[PL 1977, c. 525, §13 (NEW).]
4.  Current complete address.
The document shall set forth the current address of the registered office of the corporation, including the street or rural route address, post office box, if any, town or city, county and state.
[PL 1977, c. 525, §13 (NEW).]
5.  Failure to comply.
If the document is accepted for filing and filed, a failure to comply with the requirements of subsections 2, 3 or 4 shall have no effect on the validity of the document, and the document shall have the same legal effect as though those subsections had been complied with fully.
[PL 1977, c. 525, §13 (NEW).]
SECTION HISTORY
PL 1977, c. 525, §13 (NEW). PL 1989, c. 501, §§L33,34 (AMD). PL 1997, c. 376, §17 (AMD). PL 1999, c. 594, §9 (AMD). PL 2005, c. 302, §2 (AMD). PL 2007, c. 323, Pt. B, §§1, 2 (AMD). PL 2007, c. 323, Pt. G, §4 (AFF).
2023 Maine Revised Statutes › TITLE 13-B: MAINE NONPROFIT CORPORATION ACT › Chapter 1: GENERAL PROVISIONS › 13-B §105. Verification of documents

§105. Verification of documents
1.  Oath not required.
Unless required by some other law, no document required or permitted to be filed under any provision of this Act need be under oath or acknowledged.
[PL 1977, c. 525, §13 (NEW).]
2.  Signature is verification.
The signature of any person on a document required or permitted to be filed under any provisions of this Act constitutes that person's representation that:
A. He has read and understood the meaning and purport of the statements contained in the document;   [PL 1977, c. 525, §13 (NEW).]
B. Such statements are true, either by personal knowledge or according to his information and belief; and   [PL 1977, c. 525, §13 (NEW).]
C. If he signed in a representative capacity or as a corporate officer, that he had the authority so to sign. If any of the above representations is false, the person who signed the document shall be liable as specified in section 1303.   [PL 1977, c. 525, §13 (NEW).]
[PL 1977, c. 525, §13 (NEW).]
SECTION HISTORY
PL 1977, c. 525, §13 (NEW).
2023 Maine Revised Statutes › TITLE 13-B: MAINE NONPROFIT CORPORATION ACT › Chapter 1: GENERAL PROVISIONS › 13-B §107. Effect of corporate seal on document

§107. Effect of corporate seal on document
1.  Seal of corporation.
The seal of the corporation may, but need not, be affixed to any document executed in accordance with section 104, and its absence therefrom shall not impair the validity of the document or of any action taken in pursuance thereof or in reliance thereon.
[PL 1979, c. 127, §93 (AMD).]
2.  Corporate seal prima facie evidence.
The presence of the corporate seal on a document purporting to be executed by authority of a domestic or foreign corporation shall be prima facie evidence that the document was so executed.
[PL 1977, c. 525, §13 (NEW).]
SECTION HISTORY
PL 1977, c. 525, §13 (NEW). PL 1979, c. 127, §93 (AMD).
2023 Maine Revised Statutes › TITLE 13-B: MAINE NONPROFIT CORPORATION ACT › Chapter 1: GENERAL PROVISIONS › 13-B §108. Computation of time for giving notice

§108. Computation of time for giving notice
In computing the period of time for the giving of any notice required or permitted under this Act, or under the articles, the bylaws of the corporation, or a resolution of its members or directors, the day on which the notice is given shall be excluded, and the day when the act for which notice is given to be done shall be included, unless the instrument calling for the notice otherwise specifically provides.   [PL 1977, c. 525, §13 (NEW).]
SECTION HISTORY
PL 1977, c. 525, §13 (NEW).
2023 Maine Revised Statutes › TITLE 13-B: MAINE NONPROFIT CORPORATION ACT › Chapter 1: GENERAL PROVISIONS › 13-B §109. Reservation of power

§109. Reservation of power
Acts of incorporation passed since March 17, 1831, including this Act, may be amended, altered or repealed by the Legislature as if express provision to amend, alter or repeal were made in them, unless they contain an express limitation. This section does not deprive the courts of any power that they have at common law over a corporation or its officer.   [RR 1991, c. 2, §43 (COR).]
SECTION HISTORY
PL 1977, c. 525, §13 (NEW). RR 1991, c. 2, §43 (COR).
2023 Maine Revised Statutes › TITLE 13-B: MAINE NONPROFIT CORPORATION ACT › Chapter 1: GENERAL PROVISIONS › 13-B §110. Effect of invalidity

§110. Effect of invalidity
If any provision of this Act or any application of any provision to any person or circumstances is held unconstitutional or otherwise invalid, such invalidity shall not nullify or otherwise impair the remainder of this Act or any other provision or application thereof, but the effect shall be confined to the specific provision or application thereof held invalid, and for this purpose the provisions of this Act are declared to be severable.   [PL 1977, c. 525, §13 (NEW).]
SECTION HISTORY
PL 1977, c. 525, §13 (NEW).
2023 Maine Revised Statutes › TITLE 13-B: MAINE NONPROFIT CORPORATION ACT › Chapter 1: GENERAL PROVISIONS › 13-B §111. Certificate of existence; certificate of authority; certificate of fact

§111. Certificate of existence; certificate of authority; certificate of fact
1.  Application.
Any person may apply to the Secretary of State for a certificate of existence for a domestic corporation or a certificate of authority for a foreign corporation.
[PL 2003, c. 631, §1 (NEW).]
2.  Contents.
A certificate of existence or certificate of authority sets forth:
A. The corporation's name used in this State;   [PL 2003, c. 631, §1 (NEW).]
B. That, if a domestic corporation, the corporation is duly incorporated under the laws of this State and the date of its incorporation;   [PL 2003, c. 631, §1 (NEW).]
C. That, if a foreign corporation, the foreign corporation is authorized to carry on activities in this State, the date on which the corporation was authorized to carry on activities in this State and its jurisdiction of incorporation;   [PL 2003, c. 631, §1 (NEW).]
D. That all fees and penalties owed to this State have been paid if:
(1) Payment is reflected in the records of the Secretary of State; and
(2) Nonpayment affects the existence or authorization of the domestic or foreign corporation;   [PL 2003, c. 631, §1 (NEW).]
E. That the corporation's most recent annual report required by section 1301 has been delivered to the Secretary of State; and   [PL 2003, c. 631, §1 (NEW).]
F. Any facts of record in the office of the Secretary of State that may be requested by the applicant under subsection 1.   [PL 2003, c. 631, §1 (NEW).]
[PL 2003, c. 631, §1 (NEW).]
3.  Evidence of existence or authority.
Subject to any qualification stated in the certificate, a certificate of existence or certificate of authority issued by the Secretary of State may be relied upon as conclusive evidence that the domestic or foreign corporation is in existence or is authorized to carry on activities in this State.
[PL 2003, c. 631, §1 (NEW).]
4.  Certificate of fact.
In addition to the certificate authorized under subsection 2, the Secretary of State may issue a certificate attesting to any fact of record in the office of the Secretary of State that may be requested by the applicant under subsection 1.
[PL 2003, c. 631, §1 (NEW).]
SECTION HISTORY
PL 2003, c. 631, §1 (NEW).
2023 Maine Revised Statutes › TITLE 13-B: MAINE NONPROFIT CORPORATION ACT › Chapter 2: CORPORATE PURPOSES AND POWERS › 13-B §203. Defense of ultra vires

§203. Defense of ultra vires
1.  Beyond legal powers.
No act of a corporation and no conveyance or transfer of real or personal property to or by a corporation shall be invalid by reason of the fact that the corporation was without capacity or power to do such act or to make or receive such conveyance or transfer, but such lack of capacity or power may be asserted:
A. In a proceeding by a member or a director against the corporation to enjoin the doing or continuation of unauthorized acts, or the transfer of real or personal property by or to the corporation. If the unauthorized acts or transfer sought to be enjoined are being, or are to be, performed pursuant to any contract to which the corporation is a party, the court may, if all of the parties to the contract are parties to the proceeding and if it deems the same to be equitable, set aside and enjoin the performance of such contract, and in so doing may allow to the corporation or the other parties to the contract, as the case may be, compensation for the loss or damage sustained by either of them which may result from the action of the court in setting aside and enjoining the performance of such contract, but anticipated profits to be derived from the performance of the contract shall not be awarded by the court as a loss or damage sustained;   [PL 1977, c. 525, §13 (NEW).]
B. In a proceeding by the corporation, whether acting directly or through a receiver, trustee or other legal representative, or through members in a representative suit, against the officers or directors of the corporation for exceeding their authority; or   [PL 1977, c. 525, §13 (NEW).]
C. In a proceeding by the Attorney General, as provided in this Act, to dissolve the corporation, or in a proceeding by the Attorney General to enjoin the corporation from performing unauthorized acts, or in any other proceeding by the Attorney General.   [PL 1977, c. 525, §13 (NEW).]
[PL 1977, c. 525, §13 (NEW).]
SECTION HISTORY
PL 1977, c. 525, §13 (NEW).
2023 Maine Revised Statutes › TITLE 13-B: MAINE NONPROFIT CORPORATION ACT › Chapter 3: CORPORATE NAME; REGISTERED OFFICE AND AGENT; SERVICE OF PROCESS › 13-B §301. Corporate name (REPEALED)

§301. Corporate name
(REPEALED)
SECTION HISTORY
PL 1977, c. 525, §13 (NEW). PL 1979, c. 127, §95 (AMD). PL 1979, c. 572, §§11-13 (AMD). PL 1979, c. 663, §72 (AMD). PL 1983, c. 50, §§2,3 (AMD). PL 1983, c. 86, §3 (AMD). PL 1983, c. 583, §6 (AMD). PL 1989, c. 501, §§L37,38 (AMD). PL 1993, c. 316, §§31-36 (AMD). PL 1993, c. 616, §6 (AMD). PL 1993, c. 718, §§B6-8 (AMD). PL 1995, c. 514, §2 (AMD). PL 1995, c. 633, §§C7-9 (AMD). PL 1997, c. 633, §4 (AMD). PL 2003, c. 344, §B8 (RP).
2023 Maine Revised Statutes › TITLE 13-B: MAINE NONPROFIT CORPORATION ACT › Chapter 3: CORPORATE NAME; REGISTERED OFFICE AND AGENT; SERVICE OF PROCESS › 13-B §302. Reserved name (REPEALED)

§302. Reserved name
(REPEALED)
SECTION HISTORY
PL 1977, c. 525, §13 (NEW). PL 1979, c. 127, §96 (AMD). PL 2003, c. 344, §B10 (RP).
2023 Maine Revised Statutes › TITLE 13-B: MAINE NONPROFIT CORPORATION ACT › Chapter 3: CORPORATE NAME; REGISTERED OFFICE AND AGENT; SERVICE OF PROCESS › 13-B §302-A. Reserved name

§302-A. Reserved name
1.  Reserve use of name.
A person may reserve the exclusive use of a corporate name, including an assumed or fictitious name, by executing and delivering for filing as provided in section 106 an application to the Secretary of State. The application must be executed by a duly authorized person and must set forth the name and address of the applicant and the name proposed to be reserved. If the Secretary of State finds that the corporate name applied for is available, the Secretary of State shall reserve the name for the applicant's exclusive use for a period of 120 days. The reservation may not be renewed, but after the expiration of the reservation, the same name may be reserved by the same or another applicant.
[PL 2013, c. 99, §1 (AMD).]
2.  Transfer of reservation.
The owner of a reserved corporate name under subsection 1 may transfer the reservation to another person by executing and delivering for filing to the Secretary of State as provided in section 106 a notice of the transfer, signed by the transferor, that states the name and address of the transferee.
[PL 2003, c. 344, Pt. B, §11 (NEW).]
SECTION HISTORY
PL 2003, c. 344, §B11 (NEW). PL 2013, c. 99, §1 (AMD).
2023 Maine Revised Statutes › TITLE 13-B: MAINE NONPROFIT CORPORATION ACT › Chapter 3: CORPORATE NAME; REGISTERED OFFICE AND AGENT; SERVICE OF PROCESS › 13-B §303. Registered name and renewal; termination (REPEALED)

§303. Registered name and renewal; termination
(REPEALED)
SECTION HISTORY
PL 1977, c. 525, §13 (NEW). PL 1979, c. 127, §97 (AMD). PL 1979, c. 572, §14 (AMD). PL 1993, c. 316, §37 (AMD). PL 1995, c. 458, §6 (AMD). PL 1997, c. 376, §19 (AMD). RR 2001, c. 2, §B35 (COR). RR 2001, c. 2, §B58 (AFF). PL 2003, c. 344, §B12 (RP).
2023 Maine Revised Statutes › TITLE 13-B: MAINE NONPROFIT CORPORATION ACT › Chapter 3: CORPORATE NAME; REGISTERED OFFICE AND AGENT; SERVICE OF PROCESS › 13-B §303-A. Registered name of foreign corporation

§303-A. Registered name of foreign corporation
1.  Register corporate name.
A foreign corporation may register its corporate name if the name is distinguishable on the records of the Secretary of State pursuant to section 301‑A.
[PL 2003, c. 344, Pt. B, §13 (NEW).]
2.  Application.
To register its corporate name, a foreign corporation must execute and deliver to the Secretary of State for filing as provided in sections 104 and 106 an application that:
A. Sets forth its corporate name, the state or country and date of its incorporation, the address of its principal office wherever located and a brief description of the nature of the activities in which it is engaged; and   [PL 2003, c. 344, Pt. B, §13 (NEW).]
B. Is accompanied by a certificate of existence or a document of similar import duly authenticated by the secretary of state or other official having custody of corporate records in the state or country under whose law the foreign corporation is incorporated. The certificate of existence must have been made not more than 90 days prior to the delivery of the application for filing.   [PL 2003, c. 344, Pt. B, §13 (NEW).]
[PL 2003, c. 344, Pt. B, §13 (NEW).]
3.  Applicant's exclusive use.
A corporate name is registered for a foreign corporation's exclusive use upon the effective date of the application under subsection 2 until the end of the calendar year in which the application was filed.
[PL 2003, c. 344, Pt. B, §13 (NEW).]
4.  Renewal of registered name.
A foreign corporation whose registration is effective may renew the registration for a successive year by delivering for filing to the Secretary of State a renewal application that complies with the requirements of subsection 2 between October 1st and December 31st. The renewal application, when filed, renews the registration for the following calendar year.
[PL 2003, c. 344, Pt. B, §13 (NEW).]
5.  Qualify as foreign corporation.
A foreign corporation whose registration is effective may, after the registration is effective, qualify as a foreign corporation under the registered name or may consent in writing to the use of that name by a corporation incorporated under this Title or by another foreign corporation authorized to transact business in this State. The registration terminates when the domestic corporation is incorporated or the foreign corporation qualifies or consents to the qualification of another foreign corporation under the registered name.
[PL 2003, c. 344, Pt. B, §13 (NEW).]
SECTION HISTORY
PL 2003, c. 344, §B13 (NEW).
2023 Maine Revised Statutes › TITLE 13-B: MAINE NONPROFIT CORPORATION ACT › Chapter 3: CORPORATE NAME; REGISTERED OFFICE AND AGENT; SERVICE OF PROCESS › 13-B §304. Registered office and registered agent (REPEALED)

§304. Registered office and registered agent
(REPEALED)
SECTION HISTORY
PL 1977, c. 525, §13 (NEW). PL 1993, c. 316, §38 (AMD). PL 1997, c. 376, §20 (AMD). PL 2007, c. 323, Pt. B, §3 (RP). PL 2007, c. 323, Pt. G, §4 (AFF).
2023 Maine Revised Statutes › TITLE 13-B: MAINE NONPROFIT CORPORATION ACT › Chapter 3: CORPORATE NAME; REGISTERED OFFICE AND AGENT; SERVICE OF PROCESS › 13-B §304-A. Registered agent of domestic nonprofit corporation

§304-A. Registered agent of domestic nonprofit corporation
Each domestic nonprofit corporation must have and shall continuously maintain a registered agent in this State as defined in Title 5, chapter 6-A.   [PL 2007, c. 535, Pt. B, §2 (NEW).]
SECTION HISTORY
PL 2007, c. 535, Pt. B, §2 (NEW).
2023 Maine Revised Statutes › TITLE 13-B: MAINE NONPROFIT CORPORATION ACT › Chapter 3: CORPORATE NAME; REGISTERED OFFICE AND AGENT; SERVICE OF PROCESS › 13-B §305. Registered agent; registered office; changes (REPEALED)

§305. Registered agent; registered office; changes
(REPEALED)
SECTION HISTORY
PL 1977, c. 525, §13 (NEW). PL 1979, c. 127, §98 (AMD). PL 1989, c. 501, §L39 (AMD). PL 1991, c. 780, §U12 (AMD). PL 1993, c. 316, §39 (AMD). PL 1997, c. 376, §21 (AMD). PL 1997, c. 376, §22 (AMD). PL 1997, c. 376, §23 (AMD). PL 1999, c. 594, §10 (AMD). PL 2003, c. 631, §2 (AMD). PL 2007, c. 323, Pt. B, §4 (RP). PL 2007, c. 323, Pt. G, §4 (AFF).
2023 Maine Revised Statutes › TITLE 13-B: MAINE NONPROFIT CORPORATION ACT › Chapter 3: CORPORATE NAME; REGISTERED OFFICE AND AGENT; SERVICE OF PROCESS › 13-B §306. Service of process on corporation (REPEALED)

§306. Service of process on corporation
(REPEALED)
SECTION HISTORY
PL 1977, c. 525, §13 (NEW). PL 2007, c. 323, Pt. B, §5 (RP). PL 2007, c. 323, Pt. G, §4 (AFF).
2023 Maine Revised Statutes › TITLE 13-B: MAINE NONPROFIT CORPORATION ACT › Chapter 3: CORPORATE NAME; REGISTERED OFFICE AND AGENT; SERVICE OF PROCESS › 13-B §306-A. Service of process upon nonprofit corporation

§306-A. Service of process upon nonprofit corporation
Service of process, notice or demand required or permitted by law on a nonprofit corporation is governed by Title 5, section 113.   [PL 2007, c. 323, Pt. B, §6 (NEW); PL 2007, c. 323, Pt. G, §4 (AFF).]
SECTION HISTORY
PL 2007, c. 323, Pt. B, §6 (NEW). PL 2007, c. 323, Pt. G, §4 (AFF).
2023 Maine Revised Statutes › TITLE 13-B: MAINE NONPROFIT CORPORATION ACT › Chapter 3: CORPORATE NAME; REGISTERED OFFICE AND AGENT; SERVICE OF PROCESS › 13-B §307. Service on nonresident directors of domestic corporations

§307. Service on nonresident directors of domestic corporations
1.  Nonresident directors.
Each director of a domestic corporation who is a nonresident of this State at the time of his election or who becomes a nonresident during his term of office shall, by his acceptance of election or by continuing in office as director, be deemed to have appointed the Secretary of State as an agent to receive service of process upon him in any action or proceeding relating to actions of such corporation and arising while he held office as director of such corporation.
[PL 1977, c. 525, §13 (NEW).]
2.  Service of process.
Service of process upon the Secretary of State must be made in the same manner as is provided by the Maine Rules of Civil Procedure, rule 4(d)(8), as amended, in the case of service upon the Secretary of State as an agent of a corporation. The copy of the process must be mailed to the nonresident director at the address of such director shown on the most recent annual report of the corporation.
[PL 1993, c. 316, §40 (AMD).]
3.  Other service of process.
Service under this section may also be made by delivery of a copy of the process of the nonresident director at his address outside the State. Proof of such delivery shall be made by affidavit of the person making delivery and the affidavit shall be filed with the clerk of courts in which the action or proceeding is pending.
[PL 1977, c. 525, §13 (NEW).]
4.  Termination of application.
The resignation of any nonresident director shall, effective as of the date of filing in accordance with section 106 a notice of his resignation signed by such former director, terminate the application to him of the provisions of this section, except for any cause of action already accrued.
[PL 1977, c. 525, §13 (NEW).]
SECTION HISTORY
PL 1977, c. 525, §13 (NEW). PL 1979, c. 127, §99 (AMD). PL 1993, c. 316, §40 (AMD).
2023 Maine Revised Statutes › TITLE 13-B: MAINE NONPROFIT CORPORATION ACT › Chapter 3: CORPORATE NAME; REGISTERED OFFICE AND AGENT; SERVICE OF PROCESS › 13-B §308. Assumed name of corporation (REPEALED)

§308. Assumed name of corporation
(REPEALED)
SECTION HISTORY
PL 1983, c. 86, §4 (NEW). PL 1993, c. 316, §41 (AMD). PL 1995, c. 458, §7 (AMD). PL 2003, c. 344, §B14 (RP).
2023 Maine Revised Statutes › TITLE 13-B: MAINE NONPROFIT CORPORATION ACT › Chapter 4: ORGANIZATION OF NONPROFIT CORPORATIONS › 13-B §401. Incorporators

§401. Incorporators
1.  Incorporate.
One or more persons acting as incorporators shall execute and file, in accordance with sections 403 and 404, articles of incorporations for a corporation.
[PL 1991, c. 780, Pt. U, §13 (AMD).]
2.  Need not be residents.
Incorporators need not be residents of this State.
[PL 1977, c. 525, §13 (NEW).]
3.  Incorporators.
The incorporator or incorporators may be natural persons or domestic or foreign corporations, whether or not authorized to do business or carry on activities in this State, or any combination of natural persons or domestic or foreign corporations. If a corporation acts as an incorporator, the articles of incorporation must be accompanied by a certificate of an appropriate officer of that corporation, not the person signing the articles, certifying that the person executing the articles on its behalf is authorized to do so.
[PL 1997, c. 376, §24 (AMD).]
SECTION HISTORY
PL 1977, c. 525, §13 (NEW). PL 1991, c. 780, §§U13,14 (AMD). PL 1997, c. 376, §24 (AMD).
2023 Maine Revised Statutes › TITLE 13-B: MAINE NONPROFIT CORPORATION ACT › Chapter 4: ORGANIZATION OF NONPROFIT CORPORATIONS › 13-B §402. Members

§402. Members
1.  Classes of members.
A corporation may have one or more classes of members or may have no members. If the corporation has one or more classes of members, the designation of such class or classes, the manner of election or appointment and the qualifications and rights of the members of each class shall be set forth in the articles of incorporation. If the corporation has no members, that fact shall be set forth in the articles of incorporation. A corporation may issue certificates evidencing membership therein.
[PL 1977, c. 525, §13 (NEW).]
2.  Directors, officers, employees and members not liable.
The directors, officers, employees and members of the corporation shall not, as such, be liable on its obligations.
[PL 1977, c. 525, §13 (NEW).]
SECTION HISTORY
PL 1977, c. 525, §13 (NEW).
2023 Maine Revised Statutes › TITLE 13-B: MAINE NONPROFIT CORPORATION ACT › Chapter 4: ORGANIZATION OF NONPROFIT CORPORATIONS › 13-B §403. Articles of incorporation

§403. Articles of incorporation
1.  Form of articles of incorporation.
The articles of incorporation shall set forth:
A. The name of the corporation;   [PL 1977, c. 525, §13 (NEW).]
A-1. Whether the corporation is a public benefit corporation or a mutual benefit corporation, as described in section 1406;   [PL 2001, c. 550, Pt. C, §9 (NEW); PL 2001, c. 550, Pt. C, §29 (AFF).]
B. If the corporation is a public benefit corporation, the purpose or purposes for which the corporation is organized and, if the corporation is a mutual benefit corporation, the purpose or purposes for which the corporation is organized or a statement that it is organized for all purposes permitted under the Act;   [PL 2001, c. 550, Pt. C, §10 (AMD); PL 2001, c. 550, Pt. C, §29 (AFF).]
C. Any provisions, not inconsistent with law, which the incorporators elect to set forth in the articles of incorporation for the regulation of the internal affairs of the corporation, including any provision for distribution of assets on dissolution or final liquidation;   [PL 1977, c. 525, §13 (NEW).]
D. The information required by Title 5, section 105, subsection 1;   [PL 2007, c. 323, Pt. B, §7 (AMD); PL 2007, c. 323, Pt. G, §4 (AFF).]
E. The number of directors constituting the initial board if the number has been designated or if the initial directors have been chosen;   [PL 1997, c. 376, §25 (AMD).]
F. The maximum and minimum, not less than 3, number of directors if they differ from the initial board; and   [PL 1977, c. 525, §13 (NEW).]
G. The name and address of each incorporator.   [PL 1977, c. 525, §13 (NEW).]
[PL 2007, c. 323, Pt. B, §7 (AMD); PL 2007, c. 323, Pt. G, §4 (AFF).]
2.  Corporate powers not set forth in incorporation.
It shall not be necessary to set forth in the articles of incorporation any of the corporate powers enumerated in this Act.
[PL 1977, c. 525, §13 (NEW).]
3.  Controlling amendment to bylaws.
Unless the articles of incorporation provide that a change in the number of directors shall be made only by amendment to the articles of incorporation, a change in the number of directors made by amendment to the bylaws shall be controlling. In all other cases, whenever a provision of the articles of incorporation is inconsistent with a bylaw, the provision of the articles of incorporation shall be controlling.
[PL 1977, c. 525, §13 (NEW).]
SECTION HISTORY
PL 1977, c. 525, §13 (NEW). PL 1997, c. 376, §25 (AMD). PL 2001, c. 550, §§C9,10 (AMD). PL 2001, c. 550, §C29 (AFF). PL 2007, c. 323, Pt. B, §7 (AMD). PL 2007, c. 323, Pt. G, §4 (AFF).
2023 Maine Revised Statutes › TITLE 13-B: MAINE NONPROFIT CORPORATION ACT › Chapter 4: ORGANIZATION OF NONPROFIT CORPORATIONS › 13-B §404. Filing of articles of incorporation

§404. Filing of articles of incorporation
1.  Filing.
When the articles of incorporation are delivered for filing by the Secretary of State, the Secretary of State shall, before filing them, determine that the articles:
A. Comply with the requirements of sections 104 and 106;   [PL 1977, c. 525, §13 (NEW).]
B. Set forth the information required by sections 402 and 403; and   [PL 1989, c. 501, Pt. L, §40 (AMD).]
C. Do not adopt as the name of the corporation a name that is in violation of section 301‑A.   [PL 2003, c. 344, Pt. B, §16 (AMD).]
D.   [PL 1989, c. 501, Pt. L, §40 (RP).]
[PL 2003, c. 344, Pt. B, §16 (AMD).]
2.  Secretary of State to file articles of incorporation.
Upon making such determination, the Secretary of State shall file the articles of incorporation.
[PL 1977, c. 525, §13 (NEW).]
SECTION HISTORY
PL 1977, c. 525, §13 (NEW). PL 1989, c. 501, §L40 (AMD). PL 2003, c. 344, §B16 (AMD).
2023 Maine Revised Statutes › TITLE 13-B: MAINE NONPROFIT CORPORATION ACT › Chapter 4: ORGANIZATION OF NONPROFIT CORPORATIONS › 13-B §405. Beginning of corporate existence; filing as conclusive evidence of incorporation; exceptions

§405. Beginning of corporate existence; filing as conclusive evidence of incorporation; exceptions
1.  Filed articles constitute charter and authority.
The filed articles constitute the corporation's charter and authority to carry on activities.
[PL 1977, c. 525, §13 (NEW).]
2.  Beginning of corporate existence.
The existence of the corporation shall begin as of the filing date of the articles of incorporation, endorsed by the Secretary of State upon the articles filed as provided by section 106.
[PL 1977, c. 525, §13 (NEW).]
3.  Filing of articles of incorporation; conclusive evidence.
The fact that the articles of incorporation have been filed by the Secretary of State shall be conclusive evidence that all conditions required by this Act to be performed by the incorporators have been complied with, that the corporation has been incorporated and that its corporate existence has begun. Nothing in this subsection shall be construed to prohibit the State from instituting proceedings to:
A. Cancel or revoke the articles of incorporation;   [PL 1977, c. 525, §13 (NEW).]
B. Enjoin any person from acting as a corporation within this State without being duly incorporated; or   [PL 1977, c. 525, §13 (NEW).]
C. Compel dissolution of the corporation; and in any such proceeding by the State, this section shall not give rise to any presumptions against the State.   [PL 1977, c. 525, §13 (NEW).]
[PL 1977, c. 525, §13 (NEW).]
4.  Fact of filing.
The fact of filing the articles may be proved by production of a certified copy thereof or in any other manner permitted by law.
[PL 1977, c. 525, §13 (NEW).]
SECTION HISTORY
PL 1977, c. 525, §13 (NEW).
2023 Maine Revised Statutes › TITLE 13-B: MAINE NONPROFIT CORPORATION ACT › Chapter 4: ORGANIZATION OF NONPROFIT CORPORATIONS › 13-B §406. Powers of incorporators; organizational meeting

§406. Powers of incorporators; organizational meeting
1.  Management of affairs until first annual meeting.
If the persons who are to serve as directors until the first annual meeting of the members have not been named in the articles of incorporation, the incorporator or incorporators, until the directors are elected, shall manage the affairs of the corporation and may do whatever is necessary and proper to perfect the organization of the corporation, including the adoption of the original bylaws of the corporation and the election of directors. If the persons who are to serve as directors until the first annual meeting have been named in the articles of incorporation, the power of the incorporator or incorporators to act for the corporation shall terminate upon filing of the articles. If the initial directors have not been named in the articles, the power of the incorporator or incorporators shall terminate upon the election and qualification of at least one director.
[PL 1977, c. 525, §13 (NEW).]
2.  Organizational meeting.
At any time before or after the filing date of the articles of incorporation, an organizational meeting of the incorporator or incorporators, or of the board of directors if the initial directors were named in the articles of incorporation, shall be held, either within or without this State, to adopt bylaws of the corporation, to elect directors, if the meeting is of the incorporators, to serve or hold office until the first annual meeting of the members, to elect officers if the meeting is of the directors, to do any other or further acts to complete the organization of the corporation and to transact such other business as may come before the meeting. Such meeting may be held without call, upon the unanimous agreement of the incorporators or directors, as the case may be, or upon call as provided in subsection 3.
[PL 1977, c. 525, §13 (NEW).]
3.  Meeting; how called.
If the organizational meeting is of the incorporators, it shall be held at the call of a majority of the incorporators. If the organizational meeting is of the directors named in the articles of incorporation, it shall be held at the call either of a majority of the incorporators or of a majority of the directors named in the articles. The person or persons calling the meeting shall give to each other incorporator or director, as the case may be, at least 3 days' written notice thereof by any usual means of communication. The notice shall state the time, place and purposes of the meeting.
[PL 1977, c. 525, §13 (NEW).]
4.  Waiver of notice.
The provisions of section 705 pertaining to waiver of notice shall apply to the organizational meeting.
[PL 1977, c. 525, §13 (NEW).]
SECTION HISTORY
PL 1977, c. 525, §13 (NEW).
2023 Maine Revised Statutes › TITLE 13-B: MAINE NONPROFIT CORPORATION ACT › Chapter 4: ORGANIZATION OF NONPROFIT CORPORATIONS › 13-B §407. Shares of stock and dividends prohibited

§407. Shares of stock and dividends prohibited
A corporation shall not have or issue shares of stock. No dividend shall be paid and no part of the income or profit of a corporation shall be distributed to its members, directors or officers. A corporation may pay compensation in a reasonable amount to its members, directors, or officers for services rendered, may confer benefits upon its members in conformity with its purposes and upon dissolution or final liquidation may make distributions to its members as permitted by this Act, and no such payment, benefit or distribution shall be deemed to be a dividend or a distribution of income or profit. Upon dissolution or liquidation, the assets of a corporation whose purposes and activities have been primarily charitable, religious, eleemosynary, benevolent or educational shall be transferred or conveyed only to one or more domestic or foreign corporations, societies or organizations engaged in activities substantially similar to those of the dissolving or liquidating corporation.   [PL 1977, c. 592, §15 (AMD).]
SECTION HISTORY
PL 1977, c. 525, §13 (NEW). PL 1977, c. 592, §15 (AMD).
2023 Maine Revised Statutes › TITLE 13-B: MAINE NONPROFIT CORPORATION ACT › Chapter 6: BYLAWS AND VOTING › 13-B §601. Bylaws

§601. Bylaws
The initial bylaws of a corporation shall be adopted by its incorporators or its board of directors. The power to alter, amend or repeal the bylaws or adopt new bylaws shall be vested in the board of directors unless otherwise provided in the articles of incorporation or the bylaws. The bylaws may contain any provisions for the regulation and management of the activities of a corporation not inconsistent with law or the articles of incorporation.   [PL 1979, c. 127, §100 (AMD).]
SECTION HISTORY
PL 1977, c. 525, §13 (NEW). PL 1979, c. 127, §100 (AMD).
2023 Maine Revised Statutes › TITLE 13-B: MAINE NONPROFIT CORPORATION ACT › Chapter 6: BYLAWS AND VOTING › 13-B §603. Notice of members' meetings

§603. Notice of members' meetings
1.  Written notice of meetings.
Unless otherwise provided in the articles of incorporation or the bylaws, written notice stating the place, day and hour of the meeting and, in case of a special meeting, the purpose or purposes for which the meeting is called, shall be delivered not less than 10 nor more than 50 days before the date of the meeting, either personally or by mail, by or at the direction of the president or the secretary, or the officers or persons calling the meeting, to each member entitled to vote at such meeting. If mailed, such notice shall be deemed to be delivered when deposited in the United States mail addressed to the member at his address as it appears on the records of the corporation, with postage thereon prepaid.
[PL 1977, c. 525, §13 (NEW).]
2.  Affidavit of designated officer prima facie evidence of facts stated therein.
An affidavit of the officer designated under subsection 1, or of such other person who gave notice as required by this section, that such notice has been given shall in the absence of fraud be prima facie evidence of the facts stated therein.
[PL 1977, c. 525, §13 (NEW).]
3.  Notice of adjourned meeting.
When a meeting is adjourned, for whatever reason, for 30 days or more, notice of the adjourned meeting must be given as provided by this section. Notice of a meeting adjourned for less than 30 days need not be given if the time and place of the adjourned meeting are announced at the meeting at which the adjournment is taken. At the adjourned meeting, the corporation may transact any business that might have been transacted at the meeting at which the adjournment was taken.
[RR 1991, c. 2, §45 (COR).]
SECTION HISTORY
PL 1977, c. 525, §13 (NEW). RR 1991, c. 2, §45 (COR).
2023 Maine Revised Statutes › TITLE 13-B: MAINE NONPROFIT CORPORATION ACT › Chapter 6: BYLAWS AND VOTING › 13-B §604. Voting

§604. Voting
1.  Members entitled to vote.
The right of the members or any class or classes of members to vote may be limited, enlarged or denied to the extent specified in the articles of incorporation. Unless so limited, enlarged or denied, each member, regardless of class, shall be entitled to one vote on each matter submitted to a vote of members.
[PL 1977, c. 525, §13 (NEW).]
2.  Members to vote in person or by proxy; validity.
A member entitled to vote may vote in person or, unless the articles of incorporation or the bylaws otherwise provide, may vote by proxy executed in writing by the member or by the member's duly authorized attorney-in-fact. A proxy is not valid after 11 months from the date of its execution, unless otherwise provided in the proxy. Where directors or officers are to be elected by members, the bylaws may provide that such elections may be conducted by mail or by electronic transmission.
[PL 2019, c. 200, §1 (AMD).]
3.  Cumulative voting for directors not permitted.
The articles of incorporation or the bylaws shall not permit cumulative voting for directors. Any provision purporting to permit cumulative voting shall be void.
[PL 1977, c. 525, §13 (NEW).]
4.  Corporations with no right to vote.
If a corporation has no members or its members have no right to vote, the directors shall have the sole voting power.
[PL 1977, c. 525, §13 (NEW).]
5.  Voting by electronic transmission; voting remotely.
The bylaws may provide, or the board of directors or members may determine, that some or all votes by members, as well as actions taken in accordance with section 606, may be conducted by electronic transmission under procedures established by the corporation. If the board of directors adopts guidelines and procedures under section 602, subsection 1 authorizing members to vote by means of remote communication, votes may be conducted remotely. A vote conducted by electronic transmission or remotely must be filed with the minutes of members' meetings and has the same effect as an in-person vote or a vote by proxy, and votes conducted remotely must be counted for quorum purposes.
[PL 2021, c. 304, §2 (AMD).]
SECTION HISTORY
PL 1977, c. 525, §13 (NEW). PL 2019, c. 200, §§1, 2 (AMD). PL 2021, c. 304, §2 (AMD).
2023 Maine Revised Statutes › TITLE 13-B: MAINE NONPROFIT CORPORATION ACT › Chapter 6: BYLAWS AND VOTING › 13-B §605. Quorum

§605. Quorum
1.  Members entitled to vote.
The bylaws may provide the number or percentage of members entitled to vote represented in person or by proxy, or the number or percentage of votes represented in person or by proxy, which shall constitute a quorum at a meeting of members. In the absence of any such provision, members holding 1/10 of the votes entitled to be cast on the matter to be voted upon represented in person or by proxy shall constitute a quorum. A majority of the votes entitled to be cast on a matter to be voted upon by the members present or represented by proxy at a meeting at which a quorum is present shall be necessary for the adoption thereof unless a greater proportion is required by this Act, the articles of incorporation or the bylaws.
[PL 1977, c. 525, §13 (NEW).]
2.  Meeting with less than a quorum.
The members present at a duly called or held meeting at which a quorum was once present may continue to do business at the meeting or at any adjournment thereof, notwithstanding the withdrawal of enough members to leave less than a quorum.
[PL 1977, c. 525, §13 (NEW).]
SECTION HISTORY
PL 1977, c. 525, §13 (NEW).
2023 Maine Revised Statutes › TITLE 13-B: MAINE NONPROFIT CORPORATION ACT › Chapter 6: BYLAWS AND VOTING › 13-B §606. Unanimous action by members without a meeting

§606. Unanimous action by members without a meeting
Any action required or permitted under this Act to be taken at a meeting of the members may be taken without a meeting if written consents, setting forth the action so taken, are signed by all the members entitled to vote on such action and are filed with the clerk of the corporation as part of the corporate records. Such written consents shall have the same effect as a unanimous vote of the members and may be stated as such in any certificate or document required or permitted to be filed with the Secretary of State, and in any certificate or document prepared or certified by any officer of the corporation for any purpose.   [PL 1977, c. 525, §13 (NEW).]
SECTION HISTORY
PL 1977, c. 525, §13 (NEW).
2023 Maine Revised Statutes › TITLE 13-B: MAINE NONPROFIT CORPORATION ACT › Chapter 7: DIRECTORS AND OFFICERS › 13-B §701. Board of directors

§701. Board of directors
The activities of a corporation must be managed by a board of directors. Directors need not be residents of this State or members of the corporation unless required by the articles of incorporation or the bylaws. The articles of incorporation or the bylaws may prescribe other qualifications for the directors.   [PL 1991, c. 85 (AMD).]
Boards of directors shall ensure that no employee of the corporation may be terminated for contacting a director or directors. Directors may not preclude contact between employees of the corporation and members of the board of directors.   [PL 1991, c. 85 (NEW).]
SECTION HISTORY
PL 1977, c. 525, §13 (NEW). PL 1991, c. 85 (AMD).
2023 Maine Revised Statutes › TITLE 13-B: MAINE NONPROFIT CORPORATION ACT › Chapter 7: DIRECTORS AND OFFICERS › 13-B §701-A. Board of directors of a nonprofit housing corporation

§701-A. Board of directors of a nonprofit housing corporation
A corporation organized under this Title that has an ownership interest in any multifamily rental housing shall include on its board of directors, at a minimum, one current tenant of such housing. If the corporation is unable to find a tenant to serve as a director, it shall advertise the position to current tenants on an annual basis. The name and contact information of the tenant director must be posted in a public location in each building in which the corporation has an interest. This section does not apply to a corporation that only provides emergency shelter or short-term transitional housing.   [PL 2021, c. 317, §1 (NEW).]
SECTION HISTORY
PL 2021, c. 317, §1 (NEW).
2023 Maine Revised Statutes › TITLE 13-B: MAINE NONPROFIT CORPORATION ACT › Chapter 7: DIRECTORS AND OFFICERS › 13-B §702. Number and election of directors

§702. Number and election of directors
1.  Number of directors fixed by bylaws.
The number of directors of a corporation shall not be less than 3. Subject to such limitation, the number of directors or a maximum and minimum number of directors shall be fixed by the bylaws or articles of incorporation. The number of directors may be increased or decreased from time to time by amendment to the bylaws, unless the articles of incorporation provide that a change in the number of directors shall be made only by amendment of the articles of incorporation. If the articles of incorporation or bylaws set a maximum and minimum number of directors, the number of directors may be increased or decreased by a resolution of the members, or by a resolution of the directors, if the articles authorize such a resolution. No decrease in number shall have the effect of shortening the term of any incumbent director. In the absence of a bylaw fixing the number of directors, the number shall be the same as that stated in the articles of incorporation.
[PL 1977, c. 525, §13 (NEW).]
2.  First board of directors named in articles of incorporation.
The directors constituting the first board of directors shall either be named in the articles of incorporation or elected by the incorporators and shall hold office until the first annual meeting of members or for such other period as may be specified in the articles of incorporation or the bylaws. Thereafter, directors shall be elected or appointed in the manner and for the terms provided in the articles of incorporation or by the bylaws. In the absence of a provision fixing the term of office, the term of office of a director shall be for one year.
[PL 1977, c. 525, §13 (NEW).]
3.  Directors divided into classes.
Directors may be divided into classes and the terms of office of the several classes need not be uniform. Each director shall hold office for the term to which he is elected or appointed and until his successor shall have been elected or appointed and qualified.
[PL 1977, c. 525, §13 (NEW).]
SECTION HISTORY
PL 1977, c. 525, §13 (NEW).
2023 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).