reglab/statecodes huggingface dataset:
2023 Maine Revised Statutes › TITLE 13-B: MAINE NONPROFIT CORPORATION ACT › Chapter 7: DIRECTORS AND OFFICERS › 13-B §704. Removal of directors

§704. Removal of directors
1.  Removal for cause.
At a special meeting of members called expressly for that purpose, the entire board of directors or any individual director may be removed, with or without cause, by a vote of the members as provided in this section.
[PL 1977, c. 525, §13 (NEW).]
2.  Vote of 2/3 of membership required for removal.
Subject to the limitation in subsection 4, if the corporation does not have a board of directors so classified that different classes of members elect different directors, such removal may be accomplished by the affirmative vote of 2/3 of the members entitled to vote for directors. The articles of incorporation may provide that such removal be accomplished by a lesser vote, but in no case by a vote of less than a majority of members voting on the proposed removal.
[PL 1977, c. 525, §13 (NEW).]
3.  Articles of incorporation may provide removal by lesser vote.
Subject to the limitation in subsection 4, if the directors are so classified that different classes of members elect different directors, a director may be removed only by the affirmative vote of 2/3 of the members of that class that elected the director. The articles of incorporation may provide that such removal may be accomplished by a lesser vote of the members of that class, but in no case by a vote of less than a majority of the members of that class voting on the proposed removal.
[PL 2001, c. 550, Pt. C, §11 (AMD); PL 2001, c. 550, Pt. C, §29 (AFF).]
4.  All directors removed at meeting.
If any or all directors are removed at such meeting of the members, new directors may be elected at the same meeting without express notice being given of such election.
[PL 1977, c. 525, §13 (NEW).]
5.  Action in court for removal from office.
[PL 2001, c. 550, Pt. C, §12 (RP); PL 2001, c. 550, Pt. C, §29 (AFF).]
SECTION HISTORY
PL 1977, c. 525, §13 (NEW). PL 1979, c. 127, §101 (AMD). PL 2001, c. 550, §§C11,12 (AMD). PL 2001, c. 550, §C29 (AFF).
2023 Maine Revised Statutes › TITLE 13-B: MAINE NONPROFIT CORPORATION ACT › Chapter 7: DIRECTORS AND OFFICERS › 13-B §705. Place and notice of directors' meetings

§705. Place and notice of directors' meetings
1.  Purpose of meeting; business transacted not specified in notice.
Meetings of the board of directors, regular or special, may be held either within or without this State, and upon such notice as the bylaws may prescribe. Attendance of a director at any meeting shall constitute a waiver of notice of such meeting, except when a director attends a meeting for the express purpose of objecting to the transaction of any business because the meeting is not lawfully called or convened. Neither the business to be transacted at, nor the purpose of, any regular or special meeting of the board of directors need be specified in the notice or waiver of notice of such meeting, unless the articles, the bylaws or this Act so requires.
[PL 1977, c. 525, §13 (NEW).]
2.  Participation at meetings by conference telephone.
Unless otherwise restricted by the certificate of incorporation or bylaws, members of the board of directors of any corporation, or any committee designated by such board, may participate in a meeting of such board or committee by means of a conference telephone or similar communications equipment by means of which all persons participating in the meeting can hear each other and participation in a meeting pursuant to this subsection shall constitute presence in person at such meeting.
[PL 1977, c. 525, §13 (NEW).]
SECTION HISTORY
PL 1977, c. 525, §13 (NEW).
2023 Maine Revised Statutes › TITLE 13-B: MAINE NONPROFIT CORPORATION ACT › Chapter 7: DIRECTORS AND OFFICERS › 13-B §706. Quorum and vote of directors

§706. Quorum and vote of directors
1.  Quorum fixed by bylaws.
A majority of the number of directors fixed by the bylaws, or in the absence of a bylaw fixing the number of directors, then of the number stated in the articles of incorporation, shall constitute a quorum for the transaction of business, unless otherwise provided in the articles of incorporation or the bylaws, but in no event shall a quorum consist of less than 1/5 of the number of directors so fixed or stated. The act of the majority of the directors present at a meeting at which a quorum is present shall be the act of the board of directors, unless the act of a greater number is required by this Act, the articles of incorporation or the bylaws.
[PL 1977, c. 525, §13 (NEW).]
2.  Special meetings.
Special meetings of the directors may be called by the chairman of the board, the president, or if he is absent or is unable to act, by any vice-president, by any 2 directors, or by any other person or persons authorized by the bylaws.
[PL 1977, c. 525, §13 (NEW).]
SECTION HISTORY
PL 1977, c. 525, §13 (NEW).
2023 Maine Revised Statutes › TITLE 13-B: MAINE NONPROFIT CORPORATION ACT › Chapter 7: DIRECTORS AND OFFICERS › 13-B §707. Unanimous action by directors without a meeting

§707. Unanimous action by directors without a meeting
Unless otherwise provided by the articles of incorporation or bylaws, any action required by this Act to be taken at a meeting of the directors of a corporation, or any action which may be taken at a meeting of the directors or of a committee of the directors, may be taken without a meeting if all of the directors, or all of the members of the committee, as the case may be, sign written consents setting forth the action taken or to be taken, at any time before or after the intended effective date of such action. Such consents shall be filed with the minutes of directors' meetings or committee meetings, as the case may be, and shall have the same effect as a unanimous vote.   [PL 1977, c. 525, §13 (NEW).]
SECTION HISTORY
PL 1977, c. 525, §13 (NEW).
2023 Maine Revised Statutes › TITLE 13-B: MAINE NONPROFIT CORPORATION ACT › Chapter 7: DIRECTORS AND OFFICERS › 13-B §708. Informal or irregular action by directors

§708. Informal or irregular action by directors
1.  Action taken without a meeting.
Action taken without a meeting by agreement of a majority of directors, or by agreement of such larger percentage as the articles of incorporation or the bylaws may require, shall be deemed action of the board of directors:
A. If the corporation has no members and all directors know of the action taken and no director makes prompt objection to such action;   [PL 1977, c. 525, §13 (NEW).]
B. If all members know of the action taken and no member makes prompt objection to such action; or   [PL 1977, c. 525, §13 (NEW).]
C. If the directors take informal action pursuant to a custom of that corporation known generally to its members and all directors know of the action taken, and no director makes prompt objection thereto.   [PL 1977, c. 525, §13 (NEW).]
[PL 1977, c. 525, §13 (NEW).]
2.  Meeting ratified by a director.
If a meeting otherwise valid of the board of directors or of any committee is held without call or notice where such is required, any action taken at such meeting shall be deemed ratified by a director or committee member who did not attend, unless, after learning of the action taken and of the impropriety of the meeting, he makes prompt objection thereto.
[PL 1977, c. 525, §13 (NEW).]
3.  Objections in writing to secretary of corporation.
Objection by a member, director or committee member shall be effective only if written objection to the holding of the meeting or to any specific action so taken is filed with the clerk or the secretary of the corporation.
[PL 1977, c. 525, §13 (NEW).]
SECTION HISTORY
PL 1977, c. 525, §13 (NEW).
2023 Maine Revised Statutes › TITLE 13-B: MAINE NONPROFIT CORPORATION ACT › Chapter 7: DIRECTORS AND OFFICERS › 13-B §710. Officers

§710. Officers
1.  Officers elected or appointed.
The officers of a corporation shall consist of a president, a secretary or clerk, a treasurer and such other officers and assistant officers as may be deemed necessary, each of whom shall be elected or appointed at such time and in such manner and for such term as may be prescribed in the articles of incorporation, in the bylaws or in a resolution of the board of directors. In the absence of such provision, all officers shall be elected or appointed annually by a board of directors. Any 2 or more offices may be held by the same person unless otherwise provided in the articles of incorporation or bylaws.
[PL 1977, c. 525, §13 (NEW).]
2.  Authority to make contracts.
Unless they have reason to believe otherwise, persons dealing with a corporation are entitled to assume that its president has authority to make, on its behalf, all contracts which are within the ordinary course of those activities in which the corporation is already engaged.
[PL 1977, c. 525, §13 (NEW).]
SECTION HISTORY
PL 1977, c. 525, §13 (NEW).
2023 Maine Revised Statutes › TITLE 13-B: MAINE NONPROFIT CORPORATION ACT › Chapter 7: DIRECTORS AND OFFICERS › 13-B §711. Removal of officers

§711. Removal of officers
1.  Removal.
Any officer elected or appointed as provided in the articles of incorporation or bylaws may be removed by the persons authorized to elect or appoint such officer whenever in their judgment the best interests of the corporation will be served thereby. The removal of an officer shall be without prejudice to the contract rights, if any, of the officer so removed.
[PL 1977, c. 525, §13 (NEW).]
2.  Contract rights not created by appointment.
Election or appointment of an officer or agent shall not of itself create contract rights.
[PL 1977, c. 525, §13 (NEW).]
3.  Vacancy.
Any vacancy, however occurring, in any office may be filled by the directors, unless the articles of incorporation shall have specifically reserved such power to the members.
[PL 1977, c. 525, §13 (NEW).]
SECTION HISTORY
PL 1977, c. 525, §13 (NEW).
2023 Maine Revised Statutes › TITLE 13-B: MAINE NONPROFIT CORPORATION ACT › Chapter 7: DIRECTORS AND OFFICERS › 13-B §712. Loans to directors and officers prohibited

§712. Loans to directors and officers prohibited
No loans shall be made by a corporation to its directors or officers. Any director or officer who assents to or participates in the making of any such loan shall be liable to the corporation for the amount of such loan until the repayment thereof.   [PL 1977, c. 525, §13 (NEW).]
SECTION HISTORY
PL 1977, c. 525, §13 (NEW).
2023 Maine Revised Statutes › TITLE 13-B: MAINE NONPROFIT CORPORATION ACT › Chapter 7: DIRECTORS AND OFFICERS › 13-B §713. Transactions between a corporation and its directors and officers (REPEALED)

§713. Transactions between a corporation and its directors and officers
(REPEALED)
SECTION HISTORY
PL 1977, c. 525, §13 (NEW). PL 1977, c. 592, §16 (AMD). PL 2001, c. 550, §C14 (RP). PL 2001, c. 550, §C29 (AFF).
2023 Maine Revised Statutes › TITLE 13-B: MAINE NONPROFIT CORPORATION ACT › Chapter 7: DIRECTORS AND OFFICERS › 13-B §713-A. Public benefit corporation; board

§713-A. Public benefit corporation; board
1.  Financially interested person.
For the purposes of this section, "financially interested person" means:
A. An individual who has received or is entitled to receive compensation from a public benefit corporation for personal services rendered to the corporation by that individual within the previous 12 months, whether as a full-time or part-time employee, independent contractor, consultant or otherwise, excluding any reasonable payments made to directors for serving as directors. An individual is considered to receive compensation for services rendered to a public benefit corporation by that individual if the individual is entitled to receive, other than as a shareholder of a publicly held corporation, a portion of the net income of a corporate or other business entity that provides, for compensation, personal services to that public benefit corporation; or   [PL 2001, c. 550, Pt. C, §15 (NEW); PL 2001, c. 550, Pt. C, §29 (AFF).]
B. A spouse, brother, sister, parent or child of the individual described in paragraph A.   [PL 2001, c. 550, Pt. C, §15 (NEW); PL 2001, c. 550, Pt. C, §29 (AFF).]
[PL 2001, c. 550, Pt. C, §15 (NEW); PL 2001, c. 550, Pt. C, §29 (AFF).]
2.  Board.
No more than 49% of the individuals on the board of directors of a public benefit corporation may be financially interested persons.
[PL 2001, c. 550, Pt. C, §15 (NEW); PL 2001, c. 550, Pt. C, §29 (AFF).]
2-A.  Compensation information.
A public benefit corporation that receives at least 25% of its total funding from one or more municipal, county, state or federal sources shall provide to the public information about the total compensation paid by the corporation to any director or officer of the corporation if the compensation exceeds $250,000 in any 12-month period. The corporation shall make the information available by posting the information on its publicly accessible website or through other comparable means. "Compensation" includes all remuneration and benefits.
[PL 2007, c. 624, §1 (NEW).]
3.  Validity; enforceability.
The failure to comply with this section does not affect the validity or enforceability of any transaction entered into by a corporation.
[PL 2001, c. 550, Pt. C, §15 (NEW); PL 2001, c. 550, Pt. C, §29 (AFF).]
SECTION HISTORY
PL 2001, c. 550, §C15 (NEW). PL 2001, c. 550, §C29 (AFF). PL 2007, c. 624, §1 (AMD).
2023 Maine Revised Statutes › TITLE 13-B: MAINE NONPROFIT CORPORATION ACT › Chapter 7: DIRECTORS AND OFFICERS › 13-B §716. Duties of directors and officers (REPEALED)

§716. Duties of directors and officers
(REPEALED)
SECTION HISTORY
PL 1981, c. 7 (NEW). PL 2001, c. 550, §C17 (RP). PL 2001, c. 550, §C29 (AFF).
2023 Maine Revised Statutes › TITLE 13-B: MAINE NONPROFIT CORPORATION ACT › Chapter 7: DIRECTORS AND OFFICERS › 13-B §717. General standards for directors

§717. General standards for directors
1.  Discharge duties.
A director shall discharge the director's duties:
A. In good faith;   [PL 2001, c. 550, Pt. C, §18 (NEW); PL 2001, c. 550, Pt. C, §29 (AFF).]
B. With the care an ordinarily prudent person in a like position would exercise under similar circumstances; and   [PL 2001, c. 550, Pt. C, §18 (NEW); PL 2001, c. 550, Pt. C, §29 (AFF).]
C. In a manner the director reasonably believes to be in the best interests of the corporation.   [PL 2001, c. 550, Pt. C, §18 (NEW); PL 2001, c. 550, Pt. C, §29 (AFF).]
[PL 2001, c. 550, Pt. C, §18 (NEW); PL 2001, c. 550, Pt. C, §29 (AFF).]
2.  Rely on information.
In discharging the director's duties, a director is entitled to rely on information, opinions, reports or statements, including financial statements and other financial data, if prepared or presented by:
A. One or more officers or employees of the corporation whom the director reasonably believes to be reliable and competent in the matters presented;   [PL 2001, c. 550, Pt. C, §18 (NEW); PL 2001, c. 550, Pt. C, §29 (AFF).]
B. Legal counsel or a public accountant or other person as to matters the director reasonably believes are within the person's professional or expert competence; or   [PL 2001, c. 550, Pt. C, §18 (NEW); PL 2001, c. 550, Pt. C, §29 (AFF).]
C. A committee of the board of directors of which the director is not a member, as to the matters within its jurisdiction, if the director reasonably believes the committee merits confidence.   [PL 2001, c. 550, Pt. C, §18 (NEW); PL 2001, c. 550, Pt. C, §29 (AFF).]
A director is not acting in good faith if the director relies on information, opinions, reports or statements that the director knows or has reason to believe are unwarranted.
[PL 2001, c. 550, Pt. C, §18 (NEW); PL 2001, c. 550, Pt. C, §29 (AFF).]
3.  Performance; compliance.
A director is not liable for the performance of the duties of the director's office if the director acted in compliance with this section and, if a conflict-of-interest transaction is involved, the transaction was fair to the corporation or was approved pursuant to section 718.
[PL 2001, c. 550, Pt. C, §18 (NEW); PL 2001, c. 550, Pt. C, §29 (AFF).]
4.  Trustee.
A director is not considered a trustee with respect to the director's corporation or with respect to any property held or administered by that corporation, including, without limitation, property that may be subject to restrictions imposed by the donor or transferor of the property.
[PL 2001, c. 550, Pt. C, §18 (NEW); PL 2001, c. 550, Pt. C, §29 (AFF).]
SECTION HISTORY
PL 2001, c. 550, §C18 (NEW). PL 2001, c. 550, §C29 (AFF).
2023 Maine Revised Statutes › TITLE 13-B: MAINE NONPROFIT CORPORATION ACT › Chapter 7: DIRECTORS AND OFFICERS › 13-B §719. Duties and authority of officers

§719. Duties and authority of officers
Each officer is authorized to and shall perform the duties set forth in the bylaws. In addition, each officer, to the extent consistent with the bylaws, has the authority and shall perform the duties prescribed in a resolution of the board of directors of the corporation. The board may authorize an officer, pursuant to a resolution of the board and to the extent consistent with the bylaws, to prescribe the duties and authority of other officers.   [PL 2001, c. 550, Pt. C, §18 (NEW); PL 2001, c. 550, Pt. C, §29 (AFF).]
SECTION HISTORY
PL 2001, c. 550, §C18 (NEW). PL 2001, c. 550, §C29 (AFF).
2023 Maine Revised Statutes › TITLE 13-B: MAINE NONPROFIT CORPORATION ACT › Chapter 7: DIRECTORS AND OFFICERS › 13-B §720. General standards for officers

§720. General standards for officers
1.  Discretionary authority.
An officer of a corporation with discretionary authority shall discharge that officer's duties under that authority:
A. In good faith;   [PL 2001, c. 550, Pt. C, §18 (NEW); PL 2001, c. 550, Pt. C, §29 (AFF).]
B. With the care an ordinarily prudent person in a like position would exercise under similar circumstances; and   [PL 2001, c. 550, Pt. C, §18 (NEW); PL 2001, c. 550, Pt. C, §29 (AFF).]
C. In a manner the officer reasonably believes to be in the best interests of the corporation and its members.   [PL 2001, c. 550, Pt. C, §18 (NEW); PL 2001, c. 550, Pt. C, §29 (AFF).]
[PL 2001, c. 550, Pt. C, §18 (NEW); PL 2001, c. 550, Pt. C, §29 (AFF).]
2.  Rely on information.
In discharging the officer's duties, an officer of a corporation is entitled to rely on information, opinions, reports or statements, including financial statements and other financial data, if prepared or presented by:
A. One or more officers or employees of the corporation whom the officer reasonably believes to be reliable and competent in the matters presented; or   [PL 2001, c. 550, Pt. C, §18 (NEW); PL 2001, c. 550, Pt. C, §29 (AFF).]
B. Legal counsel or a public accountant or other person as to matters the officer reasonably believes are within the person's professional or expert competence.   [PL 2001, c. 550, Pt. C, §18 (NEW); PL 2001, c. 550, Pt. C, §29 (AFF).]
An officer is not acting in good faith if the officer relies on information, opinions, reports or statements that the officer knows or has reason to believe are unwarranted.
[PL 2001, c. 550, Pt. C, §18 (NEW); PL 2001, c. 550, Pt. C, §29 (AFF).]
3.  Compliance.
An officer of a corporation is not liable to a corporation, any member or other person for any action taken or not taken as an officer if the officer acted in compliance with this section and, if a conflict-of-interest transaction is involved, the transaction was fair to the corporation or was approved pursuant to section 718.
[PL 2001, c. 550, Pt. C, §18 (NEW); PL 2001, c. 550, Pt. C, §29 (AFF).]
SECTION HISTORY
PL 2001, c. 550, §C18 (NEW). PL 2001, c. 550, §C29 (AFF).
2023 Maine Revised Statutes › TITLE 13-B: MAINE NONPROFIT CORPORATION ACT › Chapter 7: DIRECTORS AND OFFICERS › 13-B §721. Misapplication of funds or assets of public benefit corporation

§721. Misapplication of funds or assets of public benefit corporation
1.  Prohibited transaction.
The funds or assets of a public benefit corporation may not be transferred or applied and a director or officer of a public benefit corporation may not authorize the transfer or application of funds or assets of the public benefit corporation if:
A. The transfer constitutes a conflict-of- interest transaction that is neither fair nor properly approved as determined under section 718;   [PL 2001, c. 550, Pt. C, §18 (NEW); PL 2001, c. 550, Pt. C, §29 (AFF).]
B. The transfer misapplies the funds or assets in violation of statute, including conversion transactions in violation of Title 5, sections 194‑C to 194‑H;   [PL 2001, c. 550, Pt. C, §18 (NEW); PL 2001, c. 550, Pt. C, §29 (AFF).]
C. The transfer is to a director or officer of the public benefit corporation or to another person in a position to exercise substantial influence over the affairs of the corporation and constitutes private inurement or excess benefits that exceed the fair market value of the property or services received in return; or   [PL 2001, c. 550, Pt. C, §18 (NEW); PL 2001, c. 550, Pt. C, §29 (AFF).]
D. The transfer of funds or assets is to a subsidiary or joint venture organized as a for-profit entity, unless the board of the public benefit corporation determines in good faith under the facts and circumstances at the time of transfer or commitment to transfer that:
(1) The organization and operations of the for-profit entity will serve, further or support a charitable purpose of the public benefit corporation;
(2) The transfer or the commitment to transfer is fair to the public benefit corporation;
(3) Distributions of net income by the for-profit entity to owners and investors will be proportionate to their investment interests; and
(4) The articles of incorporation, bylaws or similar organizational documents require that compensation transactions between the for-profit entity and investors in the entity or directors or officers of the entity or others in a position to exercise substantial influence over the affairs of the entity be established in amounts that do not exceed the fair market value of services or property to be provided to the entity.   [PL 2001, c. 550, Pt. C, §18 (NEW); PL 2001, c. 550, Pt. C, §29 (AFF).]
[PL 2001, c. 550, Pt. C, §18 (NEW); PL 2001, c. 550, Pt. C, §29 (AFF).]
2.  Conversion transactions.
If a transfer under this section constitutes a conversion transaction as defined in Title 5, section 194‑B, subsection 2, the provisions of Title 5, sections 194‑B to 194‑K may apply and nothing in this section is intended to supersede those provisions applicable to such transactions.
[PL 2001, c. 550, Pt. C, §18 (NEW); PL 2001, c. 550, Pt. C, §29 (AFF).]
SECTION HISTORY
PL 2001, c. 550, §C18 (NEW). PL 2001, c. 550, §C29 (AFF).
2023 Maine Revised Statutes › TITLE 13-B: MAINE NONPROFIT CORPORATION ACT › Chapter 8: AMENDMENT OF ARTICLES OF INCORPORATION › 13-B §801. Right to amend articles of incorporation

§801. Right to amend articles of incorporation
A corporation may amend its articles of incorporation from time to time in any and as many respects as may be desired, so long as its articles of incorporation, as amended, contain only such provisions as might lawfully be contained in original articles of incorporation on the effective date of such amendment.   [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 8: AMENDMENT OF ARTICLES OF INCORPORATION › 13-B §801-A. Amendment before organizational meeting

§801-A. Amendment before organizational meeting
The articles of incorporation may be amended before the organizational meeting by the following procedures.   [PL 1995, c. 458, §8 (NEW).]
1.  Timing.
The articles of incorporation may be amended:
A. If the initial directors were not named in the articles of incorporation, before the election of the initial directors; or   [PL 1995, c. 458, §8 (NEW).]
B. If the initial directors were named in the articles of incorporation, before the organizational meeting of the board of directors required by section 406.   [PL 1995, c. 458, §8 (NEW).]
[PL 1995, c. 458, §8 (NEW).]
2.  Authority to amend.
The articles of incorporation may be amended by:
A. The incorporator; or   [PL 1995, c. 458, §8 (NEW).]
B. If there is more than one incorporator, by 2/3 of the incorporators.   [PL 1995, c. 458, §8 (NEW).]
[PL 1995, c. 458, §8 (NEW).]
3.  Accepted signature.
If the incorporators do not sign the document, the Secretary of State shall accept the signature of either the clerk or secretary of the corporation.
[PL 1995, c. 458, §8 (NEW).]
SECTION HISTORY
PL 1995, c. 458, §8 (NEW).
2023 Maine Revised Statutes › TITLE 13-B: MAINE NONPROFIT CORPORATION ACT › Chapter 8: AMENDMENT OF ARTICLES OF INCORPORATION › 13-B §802. Procedure to amend articles of incorporation

§802. Procedure to amend articles of incorporation
1.  Amendments.
Amendments to the articles of incorporation shall be made in the following manner.
A. If there are members entitled to vote thereon, the board of directors shall adopt a resolution setting forth the proposed amendment and directing that it be submitted to a vote at a meeting of members entitled to vote thereon, which may be either an annual or a special meeting. Written notice setting forth the proposed amendment or a summary of the changes to be effected thereby shall be given to each member entitled to vote at such meeting within the time and in the manner provided in this Act for the giving of notice of meetings of members. The proposed amendment shall be adopted upon receiving at least a majority of the votes which members present at such meeting or represented by proxy are entitled to cast.   [PL 1977, c. 525, §13 (NEW).]
B. If there are no members, or no members entitled to vote thereon, an amendment shall be adopted at a meeting of the board of directors upon receiving the vote of a majority of the directors in office.   [PL 1977, c. 525, §13 (NEW).]
C. Upon adoption, articles of amendment shall be executed and delivered for filing as provided in sections 104 and 106.   [PL 1977, c. 525, §13 (NEW).]
[PL 1977, c. 525, §13 (NEW).]
2.  Number of amendments.
Any number of amendments may be submitted and voted upon at any one meeting.
[PL 1977, c. 525, §13 (NEW).]
3.  Provision prescribing amendment of articles.
The articles of incorporation may contain a provision prescribing for amendment of the articles a vote greater than, but in no event less than, that prescribed by subsection 1.
[PL 1977, c. 525, §13 (NEW).]
4.  Articles of incorporation amended.
The articles of incorporation may be amended by written consent of all members entitled to vote on such amendment, as provided by section 606. If such unanimous written consent is given, no resolution of the board of directors proposing the amendment is necessary.
[PL 1977, c. 525, §13 (NEW).]
5.  Amendment of articles of incorporation of public benefit corporation.
If an amendment of the articles of incorporation of a public benefit corporation results in a material change in the nature of the activities conducted by the corporation, the corporation shall give notice to the Attorney General of the amendment simultaneously with the filing of the amended articles with the Secretary of State.
[PL 2001, c. 550, Pt. C, §19 (NEW); PL 2001, c. 550, Pt. C, §29 (AFF).]
SECTION HISTORY
PL 1977, c. 525, §13 (NEW). PL 2001, c. 550, §C19 (AMD). PL 2001, c. 550, §C29 (AFF).
2023 Maine Revised Statutes › TITLE 13-B: MAINE NONPROFIT CORPORATION ACT › Chapter 8: AMENDMENT OF ARTICLES OF INCORPORATION › 13-B §803. Articles of amendment

§803. Articles of amendment
1.  Executed by corporation.
The articles of amendment shall be executed by the corporation and shall set forth:
A. The name of the corporation;   [PL 1977, c. 525, §13 (NEW).]
B. The amendment so adopted;   [PL 1977, c. 525, §13 (NEW).]
C. The date of adoption of the amendment;   [PL 1977, c. 525, §13 (NEW).]
D. If there are members entitled to vote thereon, (1) a statement setting forth the date of the meeting of members at which the amendment was adopted, that a quorum was present at such meeting, and that such amendment received at least a majority of the votes which members present at such meeting or represented by proxy were entitled to cast, or (2) where the articles require a vote of more than a majority of the votes which members present at such meeting or represented by proxy were entitled to cast, a statement that such amendment received at least the percentage of such votes required by the articles, or (3) a statement that such amendment was adopted by a consent in writing signed by all members entitled to vote with respect thereto; and   [PL 1977, c. 525, §13 (NEW).]
E. If there are no members, or no members entitled to vote thereon, a statement of such fact, the date of the meeting of the board of directors at which the amendment was adopted, and a statement of fact that such amendment received the vote of a majority of the directors in office.   [PL 1977, c. 525, §13 (NEW).]
[PL 1977, c. 525, §13 (NEW).]
2.  Determination by Secretary of State.
When the articles of amendment are delivered for filing by the Secretary of State, he shall, before filing them, make the same determination provided in section 404 in the case of original articles, to the extent applicable to a given amendment or amendments.
[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 8: AMENDMENT OF ARTICLES OF INCORPORATION › 13-B §804. Effect of amendment

§804. Effect of amendment
1.  Effective date.
An amendment takes effect on the date of filing the articles of amendment by the Secretary of State as provided by section 106.
[RR 1991, c. 2, §46 (COR).]
2.  Prejudice of claims of creditors; corporation liability.
No amendment shall prejudice any claims of creditors or relieve the corporation of any liability already created or assumed, or effect any existing cause of action in favor of or against the corporation, or any pending suit to which the corporation shall be a party, or the existing rights of persons other than members, but for all such purposes the corporation, although operating under the amended articles of incorporation, shall be regarded as the same corporation. In the event the corporate name shall be changed by amendment, no suit brought by or against such corporation under its former name shall abate because of the change of name.
[PL 1977, c. 525, §13 (NEW).]
SECTION HISTORY
PL 1977, c. 525, §13 (NEW). RR 1991, c. 2, §46 (COR).
2023 Maine Revised Statutes › TITLE 13-B: MAINE NONPROFIT CORPORATION ACT › Chapter 9: MERGERS AND CONSOLIDATION › 13-B §901. Procedure for merger

§901. Procedure for merger
1.  Domestic corporations may merge.
Any 2 or more domestic corporations organized under this Act or under Title 13, chapter 81 may merge into one of such corporations pursuant to a plan of merger approved in the manner provided in this Act.
[PL 2005, c. 531, §2 (AMD).]
2.  Plan of merger.
Each corporation shall adopt a plan of merger setting forth:
A. The names of the corporations proposing to merge, and the name of the corporation into which they propose to merge, which is hereinafter designated as the surviving corporation;   [PL 1977, c. 525, §13 (NEW).]
B. The terms and conditions of the proposed merger;   [PL 1977, c. 525, §13 (NEW).]
C. A statement of any changes in the articles of incorporation of the surviving corporation to be effected by such merger; and   [PL 1977, c. 525, §13 (NEW).]
D. Such other provisions with respect to the proposed merger as are deemed necessary or desirable.   [PL 1977, c. 525, §13 (NEW).]
[PL 1977, c. 525, §13 (NEW).]
SECTION HISTORY
PL 1977, c. 525, §13 (NEW). PL 2005, c. 531, §2 (AMD).
2023 Maine Revised Statutes › TITLE 13-B: MAINE NONPROFIT CORPORATION ACT › Chapter 9: MERGERS AND CONSOLIDATION › 13-B §902. Procedure for consolidation

§902. Procedure for consolidation
1.  Domestic corporations may consolidate.
Any 2 or more domestic corporations organized under this Act or under Title 13, chapter 81 may consolidate into a new corporation pursuant to a plan of consolidation approved in the manner provided in this Act.
[PL 2005, c. 531, §3 (AMD).]
2.  Consolidation plan.
Each corporation shall adopt a plan of consolidation setting forth:
A. The names of the corporations proposing to consolidate and the name of the new corporation into which they propose to consolidate, which is hereinafter designated as the new corporation;   [PL 1977, c. 525, §13 (NEW).]
B. The terms and conditions of the proposed consolidation;   [PL 1977, c. 525, §13 (NEW).]
C. With respect to the new corporation, all of the statements required to be set forth in articles of incorporation for corporations organized under this Act, including the names of each member of the new board of directors; and   [PL 1977, c. 525, §13 (NEW).]
D. Such other provisions with respect to the proposed consolidation as are deemed necessary or desirable.   [PL 1977, c. 525, §13 (NEW).]
[PL 1977, c. 525, §13 (NEW).]
SECTION HISTORY
PL 1977, c. 525, §13 (NEW). PL 2005, c. 531, §3 (AMD).
2023 Maine Revised Statutes › TITLE 13-B: MAINE NONPROFIT CORPORATION ACT › Chapter 9: MERGERS AND CONSOLIDATION › 13-B §903. Approval of merger or consolidation

§903. Approval of merger or consolidation
1.  Plan of merger.
A plan of merger or consolidation shall be adopted in the following manner.
A. If the members of any merging or consolidating corporation are entitled to vote thereon, the board of directors of such corporation shall adopt a resolution approving the proposed plan and directing that it be submitted to a vote at a meeting of members entitled to vote thereon, which may be either an annual or a special meeting. Written notice setting forth the proposed plan or a summary thereof shall be given to each member entitled to vote at such meeting within the time and in the manner provided in this Act for the giving of notice of meetings of members. The proposed plan shall be adopted upon receiving at least a majority of the votes which members present at each meeting or represented by proxy are entitled to cast.   [PL 1977, c. 525, §13 (NEW).]
B. If any merging or consolidating corporation has no members, or no members entitled to vote thereon, a plan of merger or consolidation shall be adopted at a meeting of the board of directors of such corporation upon receiving the vote of a majority of the directors in office.   [PL 1977, c. 525, §13 (NEW).]
[PL 1977, c. 525, §13 (NEW).]
2.  Vote on merger.
The articles of incorporation of any corporation may contain a provision prescribing for approval of a plan of merger or consolidation, a vote greater than, but in no event less than, that prescribed by subsection 1, paragraphs A and B.
[PL 1977, c. 525, §13 (NEW).]
3.  Merger abandoned.
After such approval, and at any time prior to the filing of the articles of merger or consolidation, or pursuant to a majority vote of the members of any participating corporation entitled to vote thereon, or if the corporation has no members entitled to vote pursuant to a majority vote of the board of directors of that corporation, the merger or consolidation may be abandoned.
[PL 1977, c. 525, §13 (NEW).]
4.  Plan of merger approved.
A plan of merger or consolidation may be approved by written consent of all members of a participating corporation entitled to vote by the articles of incorporation or bylaws, as provided by section 606. If such unanimous written consent is given, no resolution of the board of directors of such participating corporation approving, proposing, submitting, recommending or otherwise respecting such plan of merger or consolidation is necessary, and no members of such participating corporation shall be entitled to notice of, or to dissent from, such plan of merger or consolidation.
[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 9: MERGERS AND CONSOLIDATION › 13-B §904. Articles of merger or consolidation

§904. Articles of merger or consolidation
1.  Form of articles of merger or consolidation.
Upon such approval, articles of merger or articles of consolidation shall be executed by each corporation and shall be delivered for filing pursuant to sections 104 and 106. The articles of merger or consolidation shall set forth:
A. The plan of merger or the plan of consolidation;   [PL 1977, c. 525, §13 (NEW).]
B. If the members of any merging or consolidating corporation are entitled to vote thereon, then as to each such corporation (1) a statement setting forth the date of the meeting of members at which the plan was adopted, that a quorum was present at such meeting and that such plan received at least a majority of the votes which members present at such meeting or represented by proxy were entitled to cast, or (2) a statement that such amendment was adopted by a consent in writing signed by all members entitled to vote with respect thereto;   [PL 1977, c. 525, §13 (NEW).]
C. If any merging or consolidating corporation has no members, or no members entitled to vote thereon, then as to each such corporation a statement of such fact, the date of the meeting of the board of directors at which the plan was adopted and a statement of the fact that such plan received the vote of a majority of the directors in office; and   [PL 1977, c. 525, §13 (NEW).]
D. When the articles of merger or consolidation are delivered for filing by the Secretary of State, he shall, before filing them, make the same determinations, to the extent applicable, as provided in section 404 in the case of original articles.   [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 9: MERGERS AND CONSOLIDATION › 13-B §905. Effect of merger or consolidation

§905. Effect of merger or consolidation
1.  Effect.
Any merger or consolidation under this section shall take effect when the articles of merger or consolidation are filed with the Secretary of State, or on the date specified in the articles of merger or consolidation, not to exceed 60 days after the filing date, if the articles of merger or consolidation so provide.
[PL 1977, c. 525, §13 (NEW).]
2.  Merger or consolidation effected.
When such merger or consolidation has been effected:
A. The several corporations' parties to the plan of merger or consolidation shall be a single corporation, which, in the case of a merger, shall be that corporation designated in the plan of merger as the surviving corporation and, in the case of a consolidation, shall be the new corporation provided for in the plan of consolidation;   [PL 1977, c. 525, §13 (NEW).]
B. The separate existence of all corporations' parties to the plan of merger or consolidation, except the surviving or new corporation, shall cease;   [PL 1977, c. 525, §13 (NEW).]
C. The surviving or new corporation shall have all the rights, privileges, immunities and powers and shall be subject to all the duties and liabilities of a corporation organized under this Act;   [PL 1977, c. 525, §13 (NEW).]
D. The surviving or new corporation shall possess all the rights, privileges, immunities and franchises, of a public nature as well as of a private nature, of each of the merging or consolidating corporations; and all property, real, personal and mixed, and all debts due on whatever account, and all other choses in action, and all and every other interest, of or belonging to or due to each of the corporations so merged or consolidated, shall be taken and deemed to be transferred to and vested in such single corporation without further act or deed; and the title to any real estate, or any interest therein, vested in any of such corporations shall not revert or be in any way impaired by reason of such merger or consolidation; and   [PL 1977, c. 525, §13 (NEW).]
E. In the case of a merger, the articles of incorporation of the surviving corporation shall be deemed to be amended to the extent, if any, that changes in its articles of incorporation are stated in the plan of merger; and in the case of a consolidation, the statements set forth in the articles of consolidation and which are required or permitted to be set forth in the articles of incorporation of corporations organized under this Act shall be deemed to be the articles of incorporation of the new corporation.   [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 9: MERGERS AND CONSOLIDATION › 13-B §907. Limitations on merger or consolidation by public benefit corporation

§907. Limitations on merger or consolidation by public benefit corporation
1.  Compliance with nonprofit conversion law required.
In addition to complying with provisions of this Title, a public benefit corporation shall comply with all applicable provisions of Title 5, sections 194‑B to 194‑K.
[PL 2001, c. 550, Pt. C, §21 (NEW); PL 2001, c. 550, Pt. C, §29 (AFF).]
2.  Bequests, devises and gifts.
Any bequest, devise, gift, grant or promise contained in a will or other instrument of donation, subscription or conveyance that is made to a public benefit corporation and that takes effect or remains payable after a merger or consolidation inures to the surviving corporation unless the will or other instrument otherwise specifically provides.
[PL 2001, c. 550, Pt. C, §21 (NEW); PL 2001, c. 550, Pt. C, §29 (AFF).]
3.  Notice; merger or consolidation.
Written notice of a merger or consolidation of a public benefit corporation into another public benefit corporation must be provided to the Attorney General simultaneously with the filing of the articles of merger or consolidation with the Secretary of State.
[PL 2001, c. 550, Pt. C, §21 (NEW); PL 2001, c. 550, Pt. C, §29 (AFF).]
SECTION HISTORY
PL 2001, c. 550, §C21 (NEW). PL 2001, c. 550, §C29 (AFF).
2023 Maine Revised Statutes › TITLE 13-B: MAINE NONPROFIT CORPORATION ACT › Chapter 11: DISSOLUTION › 13-B §1101-A. Voluntary dissolution by incorporators

§1101-A. Voluntary dissolution by incorporators
A corporation that has not carried on activities may be voluntarily dissolved by its incorporator or incorporators at any time after the filing date of its articles of incorporation in the following manner.   [PL 1995, c. 458, §9 (NEW).]
1.  Articles of dissolution.
Articles of dissolution must be executed by a majority of the incorporators and delivered for filing, as provided by sections 104 and 106, and must set forth:
A. The name of the corporation;   [PL 1995, c. 458, §9 (NEW).]
B. The filing date of its articles of incorporation;   [PL 1995, c. 458, §9 (NEW).]
C. That the corporation has not carried on activities;   [PL 1995, c. 458, §9 (NEW).]
D. That no debts of the corporation remain unpaid, including the filing of the annual report as required by section 1301 and any fees or penalties owed to the Secretary of State under section 1112; and   [PL 2007, c. 231, §9 (AMD).]
E. That a majority of the incorporators consent to the dissolution of the corporation.   [PL 1995, c. 458, §9 (NEW).]
[PL 2007, c. 231, §9 (AMD).]
2.  Corporation's existence ceases.
On the filing date of the articles of dissolution, the existence of the corporation ceases.
[PL 1995, c. 458, §9 (NEW).]
3.  No vote or action of directors.
Dissolution pursuant to this section does not require any vote or action of the directors.
[PL 1995, c. 458, §9 (NEW).]
SECTION HISTORY
PL 1995, c. 458, §9 (NEW). PL 2007, c. 231, §9 (AMD).
2023 Maine Revised Statutes › TITLE 13-B: MAINE NONPROFIT CORPORATION ACT › Chapter 11: DISSOLUTION › 13-B §1102. Revocation of voluntary dissolution proceedings

§1102. Revocation of voluntary dissolution proceedings
A corporation may, at any time prior to the filing of the articles of dissolution by the Secretary of State, revoke the action theretofore taken to dissolve the corporation, in the following manner.   [PL 1977, c. 525, §13 (NEW).]
1.  Notice.
If there are members entitled to vote thereon, the board of directors shall adopt a resolution recommending that the voluntary dissolution proceedings be revoked, and directing that the question of the revocation be submitted to a vote at a meeting of members entitled to vote thereon, which may be either an annual or a special meeting. Written notice stating that the purpose, or one of the purposes, of the meeting is to consider the advisability of revoking the voluntary dissolution proceedings, shall be given to each member entitled to vote at such meeting, within the time and in the manner provided in this Act for the giving of notice of meetings of members. A resolution to revoke the voluntary dissolution proceedings shall be adopted upon receiving at least a majority of the votes which members present at the meeting or represented by proxy are entitled to cast.
[PL 1977, c. 525, §13 (NEW).]
2.  When no members entitled to vote on revocation.
If there are no members, or no members entitled to vote thereon, a resolution to revoke the voluntary dissolution proceedings shall be adopted at a meeting of the board of directors upon receiving the vote of a majority of the directors in office.
[PL 1977, c. 525, §13 (NEW).]
3.  Statement of revocation of voluntary dissolution proceeding.
If all the members entitled to vote revoke voluntary dissolution proceeding previously authorized by written consent at any time prior to the date of filing the articles of dissolution by the Secretary of State, upon execution of the written consent, a statement of revocation of voluntary dissolution proceeding shall be executed and delivered for filing as provided by sections 104 and 106, and this statement shall set forth the name of the corporation, the names and respective addresses of its officers and directors, a copy of the written consent signed by all members of the corporation, revoking the voluntary dissolution proceedings, that the written consent has been signed by all members of the corporation.
[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 11: DISSOLUTION › 13-B §1103. Effect of statement of revocation of voluntary dissolution proceedings

§1103. Effect of statement of revocation of voluntary dissolution proceedings
Upon the filing by the Secretary of State of a statement of revocation of voluntary dissolution proceedings, whether by resolution of the board approved by the members or by action of the board in the absence of any members, or any members entitled to vote thereon, the revocation of the voluntary dissolution proceedings shall become effective, and the corporation may again carry on its activities.   [PL 1977, c. 525, §13 (NEW).]
SECTION HISTORY
PL 1977, c. 525, §13 (NEW).