reglab/statecodes huggingface dataset:
2023 Maine Revised Statutes › TITLE 13-C: MAINE BUSINESS CORPORATION ACT › Chapter 8: DIRECTORS AND OFFICERS › Subchapter 2: MEETINGS AND ACTION OF BOARD › 13-C §825. Quorum and voting

§825. Quorum and voting
1.  Quorum.
Unless the corporation's articles of incorporation or bylaws require a greater number or unless otherwise specifically provided in this Act, a quorum of a corporation's board of directors consists of:
A. A majority of the fixed number of directors if the corporation has a fixed board size; or   [PL 2001, c. 640, Pt. A, §2 (NEW); PL 2001, c. 640, Pt. B, §7 (AFF).]
B. A majority of the number of directors prescribed, or if no number is prescribed, the number in office immediately before the meeting begins, if the corporation has a variable-range size board.   [PL 2001, c. 640, Pt. A, §2 (NEW); PL 2001, c. 640, Pt. B, §7 (AFF).]
[PL 2001, c. 640, Pt. A, §2 (NEW); PL 2001, c. 640, Pt. B, §7 (AFF).]
2.  Lower quorum permitted.
The corporation's articles of incorporation or bylaws may authorize a quorum of a corporation's board of directors to consist of not less than 1/3 of the fixed or prescribed number of directors determined under subsection 1.
[PL 2003, c. 344, Pt. B, §66 (AMD).]
3.  Majority vote.
If a quorum is present when a vote is taken, the affirmative vote of a majority of directors present is the act of the corporation's board of directors unless the corporation's articles of incorporation or bylaws require the vote of a greater number of directors.
[PL 2001, c. 640, Pt. A, §2 (NEW); PL 2001, c. 640, Pt. B, §7 (AFF).]
4.  Dissent; abstention.
A director who is present at a meeting of the corporation's board of directors or a committee of the corporation's board of directors when corporate action is taken is deemed to have assented to the action taken unless:
A. The director objects at the beginning of the meeting or promptly upon arrival to holding or transacting business at the meeting;   [PL 2001, c. 640, Pt. A, §2 (NEW); PL 2001, c. 640, Pt. B, §7 (AFF).]
B. The director's dissent or abstention from the action taken is entered in the minutes of the meeting; or   [PL 2001, c. 640, Pt. A, §2 (NEW); PL 2001, c. 640, Pt. B, §7 (AFF).]
C. The director delivers written notice of the director's dissent or abstention to the presiding officer of the meeting before its adjournment or to the corporation immediately after adjournment of the meeting. The right of dissent or abstention is not available to a director who votes in favor of the action taken.   [PL 2001, c. 640, Pt. A, §2 (NEW); PL 2001, c. 640, Pt. B, §7 (AFF).]
[PL 2001, c. 640, Pt. A, §2 (NEW); PL 2001, c. 640, Pt. B, §7 (AFF).]
SECTION HISTORY
PL 2001, c. 640, §A2 (NEW). PL 2001, c. 640, §B7 (AFF). PL 2003, c. 344, §B66 (AMD).
2023 Maine Revised Statutes › TITLE 13-C: MAINE BUSINESS CORPORATION ACT › Chapter 8: DIRECTORS AND OFFICERS › Subchapter 2: MEETINGS AND ACTION OF BOARD › 13-C §827. Submission of matters for shareholder vote

§827. Submission of matters for shareholder vote
A corporation may agree to submit a matter to a vote of its shareholders even if, after approving the matter, the board of directors determines it no longer recommends the matter.   [PL 2011, c. 274, §32 (NEW).]
SECTION HISTORY
PL 2011, c. 274, §32 (NEW).
2023 Maine Revised Statutes › TITLE 13-C: MAINE BUSINESS CORPORATION ACT › Chapter 8: DIRECTORS AND OFFICERS › Subchapter 3: DIRECTORS › 13-C §833. Director's liability for unlawful distributions

§833. Director's liability for unlawful distributions
1.  Personal liability.
A director who votes for or assents to a distribution in excess of what may be authorized and made pursuant to section 651, subsection 1 or section 1410, subsection 1 is personally liable to the corporation for the amount of the distribution that exceeds what could have been distributed without violating section 651, subsection 1 or section 1410, subsection 1 if the party asserting liability establishes that when taking the action the director did not comply with section 831.
[PL 2003, c. 631, §18 (AMD).]
2.  Contribution; recoupment.
A director held liable under subsection 1 for an unlawful distribution is entitled to:
A. A contribution from every other director who could be held liable under subsection 1 for the unlawful distribution; and   [RR 2001, c. 2, Pt. A, §18 (COR); RR 2001, c. 2, Pt. A, §19 (AFF).]
B. Recoupment from each shareholder of the pro rata portion of the amount of the unlawful distribution the shareholder accepted, knowing the distribution was made in violation of section 651, subsection 1 or section 1410, subsection 1.   [PL 2003, c. 631, §18 (AMD).]
[PL 2003, c. 631, §18 (AMD).]
3.  Proceeding to enforce liability; 2-year period.
A proceeding to enforce the liability of a director under subsection 1 is barred unless it is commenced within 2 years after the date:
A. On which the effect of the distribution was measured under section 651, subsection 5 or 7;   [PL 2003, c. 631, §18 (NEW).]
B. As of which the violation of section 651, subsection 1 occurred as the consequence of disregard of a restriction in the corporation's articles of incorporation; or   [PL 2003, c. 631, §18 (NEW).]
C. On which the distribution of assets to shareholders under section 1410, subsection 1 was made.   [PL 2003, c. 631, §18 (NEW).]
[PL 2003, c. 631, §18 (AMD).]
4.  Proceeding to enforce contribution or recoupment; one-year period.
A proceeding to enforce a contribution or recoupment under subsection 2 is barred unless it is commenced within one year after the liability of the claimant has been finally adjudicated under subsection 1.
[PL 2001, c. 640, Pt. A, §2 (NEW); PL 2001, c. 640, Pt. B, §7 (AFF).]
SECTION HISTORY
RR 2001, c. 2, §A18 (COR). RR 2001, c. 2, §A19 (AFF). PL 2001, c. 640, §A2 (NEW). PL 2001, c. 640, §B7 (AFF). PL 2003, c. 631, §18 (AMD).
2023 Maine Revised Statutes › TITLE 13-C: MAINE BUSINESS CORPORATION ACT › Chapter 8: DIRECTORS AND OFFICERS › Subchapter 4: OFFICERS › 13-C §841. Offices

§841. Offices
1.  Offices.
A corporation has the offices described in its bylaws or designated by the corporation's board of directors in accordance with the bylaws.
[PL 2003, c. 631, §19 (AMD).]
2.  Appointment of officers.
The board of directors may elect individuals to fill one or more offices of the corporation. An officer may appoint one or more officers or assistant officers if authorized by the bylaws or the corporation's board of directors.
[PL 2003, c. 631, §19 (AMD).]
3.  Responsibility for minutes and shareholder records.
The bylaws or the corporation's board of directors shall assign to one of the officers responsibility for preparing minutes of the directors' and shareholders' meetings and for maintaining and authenticating the records of the corporation that section 1601, subsections 1 and 3 require to be kept.
[PL 2003, c. 631, §19 (AMD).]
4.  Multiple positions.
The same individual may simultaneously hold more than one office in a corporation.
[PL 2001, c. 640, Pt. A, §2 (NEW); PL 2001, c. 640, Pt. B, §7 (AFF).]
SECTION HISTORY
PL 2001, c. 640, §A2 (NEW). PL 2001, c. 640, §B7 (AFF). PL 2003, c. 631, §19 (AMD).
2023 Maine Revised Statutes › TITLE 13-C: MAINE BUSINESS CORPORATION ACT › Chapter 8: DIRECTORS AND OFFICERS › Subchapter 4: OFFICERS › 13-C §842. Functions of officers

§842. Functions of officers
1.  Sources.
An officer has the authority and shall perform the functions set forth in the bylaws or, to the extent consistent with the bylaws, the functions prescribed by the corporation's board of directors or by direction of an officer authorized by the corporation's board of directors to prescribe the functions of other officers.
[PL 2007, c. 289, §18 (AMD).]
2.  President.
Unless otherwise provided by the bylaws, the officer designated as president has authority to institute or defend legal proceedings whenever the directors or shareholders are deadlocked. Unless they have reason to believe otherwise, persons dealing with a corporation are entitled to assume that the officer designated as president has authority to make, on the corporation's behalf, all contracts that are within the ordinary course of those businesses in which the corporation is already engaged.
[PL 2001, c. 640, Pt. A, §2 (NEW); PL 2001, c. 640, Pt. B, §7 (AFF).]
SECTION HISTORY
PL 2001, c. 640, §A2 (NEW). PL 2001, c. 640, §B7 (AFF). PL 2007, c. 289, §18 (AMD).
2023 Maine Revised Statutes › TITLE 13-C: MAINE BUSINESS CORPORATION ACT › Chapter 8: DIRECTORS AND OFFICERS › Subchapter 4: OFFICERS › 13-C §843. Standards of conduct for officers

§843. Standards of conduct for officers
1.  Basic standard of conduct.
An officer, when performing in the capacity of an officer, has the duty to act:
A. In good faith;   [PL 2001, c. 640, Pt. A, §2 (NEW); PL 2001, c. 640, Pt. B, §7 (AFF).]
B. With the care that a person in a like position would reasonably exercise under similar circumstances; and   [PL 2001, c. 640, Pt. A, §2 (NEW); PL 2001, c. 640, Pt. B, §7 (AFF).]
C. In a manner the officer reasonably believes to be in the best interests of the corporation.   [PL 2001, c. 640, Pt. A, §2 (NEW); PL 2001, c. 640, Pt. B, §7 (AFF).]
[PL 2007, c. 289, §19 (AMD).]
2.  Basis for reliance.
[PL 2003, c. 631, §20 (RP).]
2-A.  Basis for reliance.
In discharging the duties under section 842, an officer who does not have knowledge that makes reliance unwarranted is entitled to rely on:
A. The performance of properly delegated responsibilities by one or more employees of the corporation whom the officer reasonably believes to be reliable and competent in performing the responsibilities delegated; and   [PL 2003, c. 631, §21 (NEW).]
B. Information, opinions, reports or statements, including financial statements and other financial data, prepared or presented by:
(1) One or more employees of the corporation whom the officer reasonably believes to be reliable and competent in the matters presented; or
(2) Legal counsel, public accountants or other persons retained by the corporation as to matters involving skills or expertise the officer reasonably believes are matters within the particular person's professional or expert competence or as to which the particular person merits confidence.   [PL 2003, c. 631, §21 (NEW).]
[PL 2003, c. 631, §21 (NEW).]
3.  Basis for potential liability.
An officer is not liable to the corporation or its shareholders for any decision to take or not to take action, or any failure to take any action, as an officer if the duties of the office are performed in compliance with this section. Whether an officer who does not comply with this section has liability depends on applicable law, including those principles of section 832 that have relevance.
[PL 2001, c. 640, Pt. A, §2 (NEW); PL 2001, c. 640, Pt. B, §7 (AFF).]
SECTION HISTORY
PL 2001, c. 640, §A2 (NEW). PL 2001, c. 640, §B7 (AFF). PL 2003, c. 631, §§20,21 (AMD). PL 2007, c. 289, §19 (AMD).
2023 Maine Revised Statutes › TITLE 13-C: MAINE BUSINESS CORPORATION ACT › Chapter 8: DIRECTORS AND OFFICERS › Subchapter 4: OFFICERS › 13-C §844. Resignation and removal of officers

§844. Resignation and removal of officers
1.  Resignation.
An officer may resign at any time by delivering notice to the corporation. A resignation is effective when the notice is delivered unless the notice specifies a later effective time. If a resignation is made effective at a later time, including, but not limited to, the time at which some specified future event occurs and the corporation's board of directors or the appointing officer accepts the future effective time, the corporation's board of directors or the appointing officer may fill the pending vacancy before the effective time if the corporation's board of directors or the appointing officer provides that the successor does not take office until the effective time.
[PL 2001, c. 640, Pt. A, §2 (NEW); PL 2001, c. 640, Pt. B, §7 (AFF).]
2.  Removal from office.
An officer may be removed at any time with or without cause by:
A. The corporation's board of directors;   [PL 2001, c. 640, Pt. A, §2 (NEW); PL 2001, c. 640, Pt. B, §7 (AFF).]
B. The officer who appointed that officer, unless the bylaws or the corporation's board of directors provides otherwise; or   [PL 2001, c. 640, Pt. A, §2 (NEW); PL 2001, c. 640, Pt. B, §7 (AFF).]
C. Any other officer if authorized by the bylaws or the corporation's board of directors.   [PL 2001, c. 640, Pt. A, §2 (NEW); PL 2001, c. 640, Pt. B, §7 (AFF).]
[PL 2001, c. 640, Pt. A, §2 (NEW); PL 2001, c. 640, Pt. B, §7 (AFF).]
3.  Appointing officer defined.
As used in this section, "appointing officer" means the officer, including any successor to that officer, who appointed the officer resigning or being removed.
[PL 2001, c. 640, Pt. A, §2 (NEW); PL 2001, c. 640, Pt. B, §7 (AFF).]
SECTION HISTORY
PL 2001, c. 640, §A2 (NEW). PL 2001, c. 640, §B7 (AFF).
2023 Maine Revised Statutes › TITLE 13-C: MAINE BUSINESS CORPORATION ACT › Chapter 8: DIRECTORS AND OFFICERS › Subchapter 4: OFFICERS › 13-C §845. Contract rights of officers

§845. Contract rights of officers
1.  No implied contract rights.
The appointment of an officer does not itself create contract rights.
[PL 2001, c. 640, Pt. A, §2 (NEW); PL 2001, c. 640, Pt. B, §7 (AFF).]
2.  Effect of removal or resignation on contract rights.
An officer's removal does not affect the officer's contract rights, if any, with the corporation. An officer's resignation does not affect the corporation's contract rights, if any, with the officer.
[PL 2001, c. 640, Pt. A, §2 (NEW); PL 2001, c. 640, Pt. B, §7 (AFF).]
SECTION HISTORY
PL 2001, c. 640, §A2 (NEW). PL 2001, c. 640, §B7 (AFF).
2023 Maine Revised Statutes › TITLE 13-C: MAINE BUSINESS CORPORATION ACT › Chapter 8: DIRECTORS AND OFFICERS › Subchapter 4: OFFICERS › 13-C §846. Clerk (REPEALED)

§846. Clerk
(REPEALED)
SECTION HISTORY
PL 2001, c. 640, §A2 (NEW). PL 2001, c. 640, §B7 (AFF). PL 2003, c. 344, §B67 (RP).
2023 Maine Revised Statutes › TITLE 13-C: MAINE BUSINESS CORPORATION ACT › Chapter 8: DIRECTORS AND OFFICERS › Subchapter 5: INDEMNIFICATION AND ADVANCE FOR EXPENSES › 13-C §851. Definitions

§851. Definitions
As used in this subchapter, unless the context otherwise indicates, the following terms have the following meanings.   [PL 2001, c. 640, Pt. A, §2 (NEW); PL 2001, c. 640, Pt. B, §7 (AFF).]
1.  Corporation.
"Corporation" includes any domestic or foreign predecessor entity of a corporation in a merger.
[PL 2001, c. 640, Pt. A, §2 (NEW); PL 2001, c. 640, Pt. B, §7 (AFF).]
2.  Director; officer.
"Director" or "officer" means an individual who is or was a director or officer, respectively, of a corporation or who, while a director or officer of the corporation, is or was serving at the corporation's request as a director, officer, partner, trustee, employee or agent of another domestic or foreign corporation, partnership, joint venture, trust, employee benefit plan or other entity. A director or officer is considered to be serving an employee benefit plan at the corporation's request if the director's or officer's duties to the corporation also impose duties on, or otherwise involve services by, the director or officer to the plan or to participants in or beneficiaries of the plan. "Director" or "officer" includes, unless the context requires otherwise, the estate or personal representative of a director or officer.
[PL 2001, c. 640, Pt. A, §2 (NEW); PL 2001, c. 640, Pt. B, §7 (AFF).]
3.  Disinterested director.
[PL 2007, c. 289, §20 (RP).]
4.  Expenses.
[PL 2007, c. 289, §21 (RP).]
5.  Liability.
"Liability" means the obligation to pay a judgment, settlement, penalty, fine, including an excise tax assessed with respect to an employee benefit plan, or expenses incurred with respect to a proceeding.
[PL 2007, c. 289, §22 (AMD).]
6.  Official capacity.
"Official capacity" means:
A. When used with respect to a director, the office of director in a corporation; and   [PL 2001, c. 640, Pt. A, §2 (NEW); PL 2001, c. 640, Pt. B, §7 (AFF).]
B. When used with respect to an officer, as contemplated in section 857, the office in a corporation held by the officer.   [PL 2001, c. 640, Pt. A, §2 (NEW); PL 2001, c. 640, Pt. B, §7 (AFF).]
"Official capacity" does not include service for any other domestic or foreign corporation or any partnership, joint venture, trust, employee benefit plan or other entity.
[PL 2001, c. 640, Pt. A, §2 (NEW); PL 2001, c. 640, Pt. B, §7 (AFF).]
7.  Party.
"Party" means an individual who was, is or is threatened to be made a defendant or respondent in a proceeding.
[PL 2001, c. 640, Pt. A, §2 (NEW); PL 2001, c. 640, Pt. B, §7 (AFF).]
8.  Proceeding.
"Proceeding" means any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative, arbitrative or investigative and whether formal or informal.
[PL 2001, c. 640, Pt. A, §2 (NEW); PL 2001, c. 640, Pt. B, §7 (AFF).]
SECTION HISTORY
PL 2001, c. 640, §A2 (NEW). PL 2001, c. 640, §B7 (AFF). PL 2007, c. 289, §§20-22 (AMD).
2023 Maine Revised Statutes › TITLE 13-C: MAINE BUSINESS CORPORATION ACT › Chapter 8: DIRECTORS AND OFFICERS › Subchapter 5: INDEMNIFICATION AND ADVANCE FOR EXPENSES › 13-C §852. Permissible indemnification

§852. Permissible indemnification
1.  Standards of conduct.
Except as otherwise provided in this section, a corporation may indemnify an individual who is a party to a proceeding because that individual is a director of the corporation against liability incurred in the proceeding if:
A. The following criteria are met:
(1) The individual's conduct was in good faith;
(2) The individual reasonably believed:
(a) In the case of conduct in the individual's official capacity, that the individual's conduct was in the best interests of the corporation; and
(b) In all other cases, that the individual's conduct was at least not opposed to the best interests of the corporation; and
(3) In the case of any criminal proceeding, the individual had no reasonable cause to believe the individual's conduct was unlawful; or   [PL 2003, c. 344, Pt. B, §68 (AMD).]
B. The individual engaged in conduct for which broader indemnification has been made permissible or obligatory under a provision of the corporation's articles of incorporation as authorized by section 202, subsection 2, paragraph E.   [PL 2001, c. 640, Pt. A, §2 (NEW); PL 2001, c. 640, Pt. B, §7 (AFF).]
[PL 2003, c. 344, Pt. B, §68 (AMD).]
2.  Employee benefit plan.
The conduct of a director with respect to an employee benefit plan for a purpose the director reasonably believed to be in the interests of the participants in, and the beneficiaries of, the plan is conduct that satisfies the requirement of subsection 1, paragraph A, subparagraph (2), division (b).
[PL 2003, c. 344, Pt. B, §68 (AMD).]
3.  Termination of proceeding.
The termination of a proceeding by judgment, order, settlement or conviction or upon a plea of nolo contendere or its equivalent is not of itself determinative that the director did not meet the relevant standard of conduct described in this section.
[PL 2001, c. 640, Pt. A, §2 (NEW); PL 2001, c. 640, Pt. B, §7 (AFF).]
4.  Limits.
Unless ordered by a court under section 855, subsection 1, paragraph C, a corporation may not indemnify one of the corporation's directors:
A. In connection with a proceeding by or in the right of the corporation, except for reasonable expenses incurred in connection with the proceeding if it is determined that the director has met the relevant standard of conduct under subsection 1; or   [PL 2001, c. 640, Pt. A, §2 (NEW); PL 2001, c. 640, Pt. B, §7 (AFF).]
B. In connection with any proceeding with respect to conduct for which the director was adjudged liable on the basis that the director received a financial benefit to which the director was not entitled, whether or not involving action in the director's official capacity.   [PL 2001, c. 640, Pt. A, §2 (NEW); PL 2001, c. 640, Pt. B, §7 (AFF).]
[PL 2003, c. 344, Pt. B, §68 (AMD).]
SECTION HISTORY
PL 2001, c. 640, §A2 (NEW). PL 2001, c. 640, §B7 (AFF). PL 2003, c. 344, §B68 (AMD).
2023 Maine Revised Statutes › TITLE 13-C: MAINE BUSINESS CORPORATION ACT › Chapter 8: DIRECTORS AND OFFICERS › Subchapter 5: INDEMNIFICATION AND ADVANCE FOR EXPENSES › 13-C §853. Mandatory indemnification

§853. Mandatory indemnification
A corporation shall indemnify a director who was wholly successful, on the merits or otherwise, in the defense of any proceeding to which the director was a party because the director was a director of the corporation against reasonable expenses incurred by the director in connection with the proceeding.   [PL 2001, c. 640, Pt. A, §2 (NEW); PL 2001, c. 640, Pt. B, §7 (AFF).]
SECTION HISTORY
PL 2001, c. 640, §A2 (NEW). PL 2001, c. 640, §B7 (AFF).
2023 Maine Revised Statutes › TITLE 13-C: MAINE BUSINESS CORPORATION ACT › Chapter 8: DIRECTORS AND OFFICERS › Subchapter 5: INDEMNIFICATION AND ADVANCE FOR EXPENSES › 13-C §854. Advance for expenses

§854. Advance for expenses
1.  Conditions.
A corporation may, before final disposition of a proceeding, advance funds to pay for or reimburse the expenses incurred in connection with the proceeding by an individual who is a party to the proceeding because that individual is a member of the board of directors, if the individual delivers to the corporation:
A. A signed written affirmation of the individual's good faith belief that the individual has met the relevant standard of conduct described in section 852, subsection 1 or that the proceeding involves conduct for which liability has been eliminated under a provision of the corporation's articles of incorporation as authorized by section 202, subsection 2, paragraph D; and   [PL 2011, c. 274, §33 (AMD).]
B. The individual's signed written undertaking to repay any funds advanced if the individual is not entitled to mandatory indemnification under section 853 and it is ultimately determined under section 855 or 856 that the individual has not met the relevant standard of conduct described in section 852.   [PL 2011, c. 274, §33 (AMD).]
[PL 2011, c. 274, §33 (AMD).]
2.  Repayment obligation.
The undertaking required by subsection 1, paragraph B must be an unlimited general obligation of the director but need not be secured and may be accepted without reference to the financial ability of the director to make repayment.
[PL 2003, c. 344, Pt. B, §68 (AMD).]
3.  Authorization process.
Authorizations under this section may be made:
A. By the corporation's board of directors:
(1) If there are 2 or more qualified directors, by a majority vote of all the qualified directors, a majority of whom for this purpose constitutes a quorum, or by a majority of the members of a committee of 2 or more qualified directors appointed by a majority vote of all the qualified directors; or
(2) If there are fewer than 2 qualified directors, by the vote necessary for action by the corporation's board of directors in accordance with section 825, subsection 3, in which authorization directors who do not qualify as qualified directors may participate; or   [PL 2007, c. 289, §24 (AMD).]
B. By the shareholders, but shares owned by or voted under the control of a director who at the time is not a qualified director may not be voted on the authorization.   [PL 2007, c. 289, §24 (AMD).]
[PL 2007, c. 289, §24 (AMD).]
SECTION HISTORY
PL 2001, c. 640, §A2 (NEW). PL 2001, c. 640, §B7 (AFF). PL 2003, c. 344, §B68 (AMD). PL 2007, c. 289, §§23, 24 (AMD). PL 2011, c. 274, §33 (AMD).
2023 Maine Revised Statutes › TITLE 13-C: MAINE BUSINESS CORPORATION ACT › Chapter 8: DIRECTORS AND OFFICERS › Subchapter 5: INDEMNIFICATION AND ADVANCE FOR EXPENSES › 13-C §855. Court-ordered indemnification; advance for expenses

§855. Court-ordered indemnification; advance for expenses
1.  Application and order.
A director who is a party to a proceeding because the director is a director of the corporation may apply for indemnification or an advance for expenses to the court conducting the proceeding or to another court of competent jurisdiction. After receipt of an application and after giving any notice the court considers necessary, the court shall:
A. Order indemnification if the court determines that the director is entitled to mandatory indemnification under section 853;   [PL 2001, c. 640, Pt. A, §2 (NEW); PL 2001, c. 640, Pt. B, §7 (AFF).]
B. Order indemnification or an advance for expenses if the court determines that the director is entitled to indemnification or an advance for expenses pursuant to a provision authorized by section 859, subsection 1; or   [PL 2001, c. 640, Pt. A, §2 (NEW); PL 2001, c. 640, Pt. B, §7 (AFF).]
C. Order indemnification or an advance for expenses if the court determines, in view of all the relevant circumstances, that it is fair and reasonable:
(1) To indemnify the director; or
(2) To advance expenses to the director even if the director has not met the relevant standard of conduct set forth in section 852, subsection 1, failed to comply with section 854 or was adjudged liable in a proceeding referred to in section 852, subsection 4, paragraph A or B, but, if the director was adjudged so liable, the director's indemnification must be limited to reasonable expenses incurred in connection with the proceeding.   [PL 2001, c. 640, Pt. A, §2 (NEW); PL 2001, c. 640, Pt. B, §7 (AFF).]
[PL 2003, c. 344, Pt. B, §68 (AMD).]
2.  Entitlement to expenses.
If the court determines that the director is entitled to indemnification under subsection 1, paragraph A or to indemnification or an advance for expenses under subsection 1, paragraph B, the court shall also order the corporation to pay the director's reasonable expenses incurred in connection with obtaining the court-ordered indemnification or advance for expenses. If the court determines that the director is entitled to indemnification or an advance for expenses under subsection 1, paragraph C, the court may also order the corporation to pay the director's reasonable expenses incurred in connection with obtaining the court-ordered indemnification or advance for expenses.
[PL 2003, c. 344, Pt. B, §68 (AMD).]
SECTION HISTORY
PL 2001, c. 640, §A2 (NEW). PL 2001, c. 640, §B7 (AFF). PL 2003, c. 344, §B68 (AMD).
2023 Maine Revised Statutes › TITLE 13-C: MAINE BUSINESS CORPORATION ACT › Chapter 8: DIRECTORS AND OFFICERS › Subchapter 5: INDEMNIFICATION AND ADVANCE FOR EXPENSES › 13-C §856. Determination and authorization of indemnification

§856. Determination and authorization of indemnification
1.  Prerequisites to indemnity.
A corporation may not indemnify a director under section 852, subsection 1 unless authorized for a specific proceeding after a determination has been made that indemnification of the director is permissible because the director has met the relevant standard of conduct set forth in section 852.
[PL 2003, c. 344, Pt. B, §68 (AMD).]
2.  Determination of permissibility.
A determination under subsection 1 that indemnification is permissible must be made:
A. If there are 2 or more qualified directors, by the corporation's board of directors by a majority vote of all the qualified directors, a majority of whom for this purpose constitutes a quorum, or by a majority of the members of a committee of 2 or more qualified directors appointed by a majority vote of all the qualified directors;   [PL 2007, c. 289, §25 (AMD).]
B. By special legal counsel:
(1) Selected in the manner prescribed in paragraph A; or
(2) If there are fewer than 2 qualified directors, selected by the corporation's board of directors in which selection directors who are not qualified directors may participate; or   [PL 2007, c. 289, §25 (AMD).]
C. By the shareholders, but shares owned by or voted under the control of a director who at the time is not a qualified director may not be voted on the determination.   [PL 2007, c. 289, §25 (AMD).]
[PL 2007, c. 289, §25 (AMD).]
3.  Authorization process.
Authorization of indemnification must be made in the same manner as the determination that indemnification is permissible, except that if there are fewer than 2 qualified directors or if the determination is made by special legal counsel, authorization of indemnification must be made by those entitled to select special legal counsel under subsection 2, paragraph B, subparagraph (2).
[PL 2007, c. 289, §26 (AMD).]
SECTION HISTORY
PL 2001, c. 640, §A2 (NEW). PL 2001, c. 640, §B7 (AFF). PL 2003, c. 344, §B68 (AMD). PL 2007, c. 289, §§25, 26 (AMD).
2023 Maine Revised Statutes › TITLE 13-C: MAINE BUSINESS CORPORATION ACT › Chapter 8: DIRECTORS AND OFFICERS › Subchapter 5: INDEMNIFICATION AND ADVANCE FOR EXPENSES › 13-C §857. Indemnification of officers

§857. Indemnification of officers
1.  Permissible scope.
A corporation may indemnify and advance expenses under this subchapter to an officer of the corporation who is a party to a proceeding because the officer is an officer of the corporation:
A. To the same extent as a director; and   [PL 2001, c. 640, Pt. A, §2 (NEW); PL 2001, c. 640, Pt. B, §7 (AFF).]
B. If the officer is an officer but not a director, to such further extent as may be provided by the corporation's articles of incorporation, the bylaws, a resolution of the corporation's board of directors or a contract except for:
(1) Liability in connection with a proceeding by or in the right of the corporation other than for reasonable expenses incurred in connection with the proceeding; or
(2) Liability arising out of conduct that constitutes:
(a) Receipt by the officer of a financial benefit to which the officer is not entitled;
(b) An intentional infliction of harm on the corporation or the shareholders; or
(c) An intentional violation of criminal law.   [PL 2001, c. 640, Pt. A, §2 (NEW); PL 2001, c. 640, Pt. B, §7 (AFF).]
[PL 2003, c. 344, Pt. B, §68 (AMD).]
2.  Dual capacity.
Subsection 1, paragraph B applies to an officer who is also a director if the basis on which the officer is made a party to the proceeding is an act or omission solely as an officer.
[PL 2003, c. 344, Pt. B, §68 (AMD).]
3.  Mandatory indemnification.
An officer who is not a director is entitled to mandatory indemnification under section 853 and may apply to a court under section 855 for indemnification or an advance for expenses, in each case to the same extent to which a director may be entitled to indemnification or an advance for expenses under those provisions.
[PL 2001, c. 640, Pt. A, §2 (NEW); PL 2001, c. 640, Pt. B, §7 (AFF).]
SECTION HISTORY
PL 2001, c. 640, §A2 (NEW). PL 2001, c. 640, §B7 (AFF). PL 2003, c. 344, §B68 (AMD).
2023 Maine Revised Statutes › TITLE 13-C: MAINE BUSINESS CORPORATION ACT › Chapter 8: DIRECTORS AND OFFICERS › Subchapter 5: INDEMNIFICATION AND ADVANCE FOR EXPENSES › 13-C §858. Insurance

§858. Insurance
A corporation may purchase and maintain insurance on behalf of an individual who is a director or officer of the corporation, or who, while a director or officer of the corporation, serves at the corporation's request as a director, officer, partner, trustee, employee or agent of another domestic or foreign corporation, partnership, joint venture, trust, employee benefit plan or other entity against liability asserted against or incurred by that individual in that capacity or arising from the individual's status as a director or officer, whether or not the corporation would have power to indemnify or advance expenses to the individual against the same liability under this subchapter.   [PL 2001, c. 640, Pt. A, §2 (NEW); PL 2001, c. 640, Pt. B, §7 (AFF).]
SECTION HISTORY
PL 2001, c. 640, §A2 (NEW). PL 2001, c. 640, §B7 (AFF).
2023 Maine Revised Statutes › TITLE 13-C: MAINE BUSINESS CORPORATION ACT › Chapter 8: DIRECTORS AND OFFICERS › Subchapter 5: INDEMNIFICATION AND ADVANCE FOR EXPENSES › 13-C §860. Exclusivity of subchapter

§860. Exclusivity of subchapter
A corporation may provide indemnification or advance expenses to a director or an officer only as permitted by this subchapter.   [PL 2001, c. 640, Pt. A, §2 (NEW); PL 2001, c. 640, Pt. B, §7 (AFF).]
SECTION HISTORY
PL 2001, c. 640, §A2 (NEW). PL 2001, c. 640, §B7 (AFF).
2023 Maine Revised Statutes › TITLE 13-C: MAINE BUSINESS CORPORATION ACT › Chapter 8: DIRECTORS AND OFFICERS › Subchapter 6: DIRECTORS' CONFLICTING-INTEREST TRANSACTIONS › 13-C §872. Judicial action

§872. Judicial action
1.  Nonconflicting-interest transaction not actionable.
A transaction effected or proposed to be effected by a corporation, or by an entity controlled by a corporation, may not be the subject of equitable relief, or give rise to an award of damages or other sanctions against a director of the corporation, in a proceeding by a shareholder or by or in the right of the corporation on the ground that the director has an interest regarding the transaction if it is not a director’s conflicting-interest transaction.
[PL 2007, c. 289, §28 (AMD).]
2.  Conflicting-interest transaction not actionable if standards met.
A director's conflicting-interest transaction may not be the subject of equitable relief or give rise to an award of damages or other sanctions against a director of the corporation, in a proceeding by a shareholder or by or in the right of the corporation, on the ground that the director has an interest regarding the transaction, if:
A. Directors' action regarding the transaction was taken in compliance with section 873 at any time;   [PL 2007, c. 289, §28 (AMD).]
B. Shareholders' action regarding the transaction was taken in compliance with section 874 at any time; or   [PL 2007, c. 289, §28 (AMD).]
C. The transaction, judged according to the circumstances at the relevant time, is established to have been fair to the corporation. For purposes of this paragraph, a transaction is fair to a corporation if, taken as a whole, the transaction was beneficial to the corporation, taking into appropriate account whether the transaction was:
(1) Fair in terms of the director's dealings with the corporation; and
(2) Comparable to what might have been obtained in an arms-length transaction, given the consideration paid or received by the corporation.   [PL 2007, c. 289, §28 (AMD).]
[PL 2007, c. 289, §28 (AMD).]
SECTION HISTORY
PL 2001, c. 640, §A2 (NEW). PL 2001, c. 640, §B7 (AFF). PL 2003, c. 344, §B69 (AMD). PL 2007, c. 289, §28 (AMD).
2023 Maine Revised Statutes › TITLE 13-C: MAINE BUSINESS CORPORATION ACT › Chapter 8: DIRECTORS AND OFFICERS › Subchapter 7: BUSINESS OPPORTUNITIES › 13-C §881. Business opportunities

§881. Business opportunities
1.  Business opportunity not actionable if standards met.
If a director or officer or related person of either pursues or takes advantage, directly or indirectly, of a business opportunity, that action may not be the subject of equitable relief or give rise to an award of damages or other sanctions against the director, officer or related person, in a proceeding by or in the right of the corporation on the ground that such opportunity should have first been offered to the corporation, if :
A. Before the director, officer or related person becomes legally obligated regarding the opportunity, the director or officer brings it to the attention of the corporation and action by qualified directors disclaiming the corporation’s interest in the opportunity is taken in compliance with the same procedures set forth in section 873;   [PL 2015, c. 259, §16 (AMD).]
B. Before the director, officer or related person becomes legally obligated regarding the opportunity, the director or officer brings it to the attention of the corporation and action by shareholders disclaiming the corporation’s interest in the opportunity is taken in compliance with the procedures set forth in section 874, as if the decision being made concerned a director’s conflicting-interest transaction as defined in section 871, subsection 2; or   [PL 2015, c. 259, §16 (AMD).]
C. The duty to offer the corporation the particular business opportunity has been limited or eliminated pursuant to a provision of the articles of incorporation adopted and in the case of officers and their related persons, made effective by action of qualified directors in accordance with section 202, subsection 2, paragraph F.   [PL 2015, c. 259, §16 (NEW).]
In each case under paragraph A or B, the director, rather than making a required disclosure as defined in section 871, subsection 4, must have made prior disclosure to those acting on behalf of the corporation of all material facts concerning the business opportunity that are then known to the director.
[PL 2015, c. 259, §16 (AMD).]
2.  No inference or change in burden of proof.
In any proceeding seeking equitable relief or other remedies based upon an alleged improper pursuit or taking advantage of a business opportunity by a director or officer, the fact that the director or officer did not employ the procedure described in subsection 1, paragraph A or B before taking advantage of the opportunity does not create an inference that the opportunity should have been first presented to the corporation or alter the burden of proof otherwise applicable to establish that the director breached a duty to the corporation in the circumstances.
[PL 2015, c. 259, §16 (AMD).]
3.  Related person.
As used in this section, "related person" has the meaning set forth in section 871, subsection 3.
[PL 2015, c. 259, §16 (NEW).]
SECTION HISTORY
PL 2007, c. 289, §31 (NEW). PL 2015, c. 259, §16 (AMD).
2023 Maine Revised Statutes › TITLE 13-C: MAINE BUSINESS CORPORATION ACT › Chapter 9: DOMESTICATION AND CONVERSION › Subchapter 1: DOMESTICATION › 13-C §923. Articles of domestication

§923. Articles of domestication
1.  Articles of domestication.
After the domestication of a foreign business corporation, referred to in this section as the "corporation," has been authorized as required by the laws of the foreign jurisdiction, articles of domestication must be executed by an officer or other duly authorized representative of the corporation. The articles must set forth:
A. The name of the corporation immediately before the filing of the articles of domestication and, if that name is unavailable for use in this State or the corporation desires to change its name in connection with the domestication, a name that satisfies the requirements of section 401;   [PL 2001, c. 640, Pt. A, §2 (NEW); PL 2001, c. 640, Pt. B, §7 (AFF).]
B. The jurisdiction of incorporation of the corporation immediately before the filing of the articles of domestication and the date the corporation was incorporated in that jurisdiction; and   [PL 2001, c. 640, Pt. A, §2 (NEW); PL 2001, c. 640, Pt. B, §7 (AFF).]
C. A statement that the domestication of the corporation in this State was duly authorized as required by the laws of the jurisdiction in which the corporation was incorporated immediately before its domestication in this State.   [PL 2001, c. 640, Pt. A, §2 (NEW); PL 2001, c. 640, Pt. B, §7 (AFF).]
[PL 2001, c. 640, Pt. A, §2 (NEW); PL 2001, c. 640, Pt. B, §7 (AFF).]
2.  Provisions of articles of domestication.
The articles of domestication of a corporation must either contain all the provisions that section 202, subsection 1 requires to be set forth in articles of incorporation with any other desired provisions that section 202, subsection 2 permits to be included in articles of incorporation or have attached articles of incorporation. In either case, provisions that would not be required by chapter 10 to be included in restated articles of incorporation may be omitted.
[PL 2001, c. 640, Pt. A, §2 (NEW); PL 2001, c. 640, Pt. B, §7 (AFF).]
3.  Delivery to Secretary of State.
The articles of domestication of a corporation must be delivered to the Secretary of State for filing and take effect at the effective time provided in section 125.
[PL 2001, c. 640, Pt. A, §2 (NEW); PL 2001, c. 640, Pt. B, §7 (AFF).]
4.  Certificate of authority.
If the corporation is authorized to transact business in this State under chapter 15, its certificate of authority is cancelled automatically on the effective date of its domestication.
[PL 2001, c. 640, Pt. A, §2 (NEW); PL 2001, c. 640, Pt. B, §7 (AFF).]
SECTION HISTORY
PL 2001, c. 640, §A2 (NEW). PL 2001, c. 640, §B7 (AFF).
2023 Maine Revised Statutes › TITLE 13-C: MAINE BUSINESS CORPORATION ACT › Chapter 9: DOMESTICATION AND CONVERSION › Subchapter 1: DOMESTICATION › 13-C §924. Surrender of charter upon domestication

§924. Surrender of charter upon domestication
1.  Articles of charter surrender.
Whenever a domestic business corporation, referred to in this section as the "corporation," has adopted and approved, in the manner required by this subchapter, a plan of domestication providing for the corporation to be domesticated in a foreign jurisdiction, articles of charter surrender must be executed on behalf of the corporation by any officer or other duly authorized representative. The articles of charter surrender must set forth:
A. The name of the corporation;   [PL 2001, c. 640, Pt. A, §2 (NEW); PL 2001, c. 640, Pt. B, §7 (AFF).]
B. A statement that the articles of charter surrender are being filed in connection with the domestication of the corporation in a foreign jurisdiction;   [PL 2001, c. 640, Pt. A, §2 (NEW); PL 2001, c. 640, Pt. B, §7 (AFF).]
C. A statement that the domestication was duly approved by the shareholders and, if voting by any separate voting group was required, by each such separate voting group, in the manner required by this Act and the corporation's articles of incorporation; and   [PL 2001, c. 640, Pt. A, §2 (NEW); PL 2001, c. 640, Pt. B, §7 (AFF).]
D. The corporation's new jurisdiction of incorporation.   [PL 2001, c. 640, Pt. A, §2 (NEW); PL 2001, c. 640, Pt. B, §7 (AFF).]
[PL 2001, c. 640, Pt. A, §2 (NEW); PL 2001, c. 640, Pt. B, §7 (AFF).]
2.  Filing of articles of charter surrender.
The articles of charter surrender must be delivered by the corporation to the Secretary of State for filing. The articles of charter surrender take effect on the effective time provided in section 125.
[PL 2001, c. 640, Pt. A, §2 (NEW); PL 2001, c. 640, Pt. B, §7 (AFF).]
SECTION HISTORY
PL 2001, c. 640, §A2 (NEW). PL 2001, c. 640, §B7 (AFF).
2023 Maine Revised Statutes › TITLE 13-C: MAINE BUSINESS CORPORATION ACT › Chapter 9: DOMESTICATION AND CONVERSION › Subchapter 1: DOMESTICATION › 13-C §926. Abandonment of domestication

§926. Abandonment of domestication
1.  Abandonment of domestication by domestic business corporation.
Unless otherwise provided in a plan of domestication of a domestic business corporation, after the plan has been adopted and approved as required by this subchapter and at any time before the domestication has become effective, it may be abandoned by the corporation's board of directors without action by the shareholders.
If a domestication is abandoned under this subsection after articles of charter surrender have been filed with the Secretary of State but before the domestication has become effective, a statement that the domestication has been abandoned in accordance with this section, executed by an officer or other duly authorized representative of the corporation, must be delivered to the Secretary of State for filing prior to the effective date of the domestication. The statement takes effect upon filing, and the domestication is considered abandoned and does not become effective.
[PL 2003, c. 344, Pt. B, §78 (AMD).]
2.  Abandonment of domestication by foreign business corporation.
If the domestication of a foreign business corporation in this State is abandoned in accordance with the laws of the foreign jurisdiction after articles of domestication have been filed with the Secretary of State, a statement that the domestication has been abandoned, executed by an officer or other duly authorized representative of the corporation, must be delivered to the Secretary of State for filing. The statement takes effect upon filing, and the domestication is considered abandoned and does not become effective.
[PL 2001, c. 640, Pt. A, §2 (NEW); PL 2001, c. 640, Pt. B, §7 (AFF).]
SECTION HISTORY
PL 2001, c. 640, §A2 (NEW). PL 2001, c. 640, §B7 (AFF). PL 2003, c. 344, §B78 (AMD).
2023 Maine Revised Statutes › TITLE 13-C: MAINE BUSINESS CORPORATION ACT › Chapter 9: DOMESTICATION AND CONVERSION › Subchapter 2: NONPROFIT CONVERSION › 13-C §933. Articles of nonprofit conversion

§933. Articles of nonprofit conversion
1.  Articles of nonprofit conversion.
After a plan of nonprofit conversion providing for the conversion of a domestic business corporation, referred to in this section as the "corporation," to a domestic nonprofit corporation has been adopted and approved as required by this Act, articles of nonprofit conversion must be executed on behalf of the corporation by an officer or other duly authorized representative of the corporation. The articles must set forth:
A. The name of the corporation immediately before the filing of the articles of nonprofit conversion and, if that name does not satisfy the requirements of the Maine Nonprofit Corporation Act or the corporation desires to change its name in connection with the conversion, a name that satisfies the requirements of the Maine Nonprofit Corporation Act; and   [PL 2001, c. 640, Pt. A, §2 (NEW); PL 2001, c. 640, Pt. B, §7 (AFF).]
B. A statement that the plan of nonprofit conversion was duly approved by the shareholders in the manner required by this Act and the articles of incorporation.   [PL 2001, c. 640, Pt. A, §2 (NEW); PL 2001, c. 640, Pt. B, §7 (AFF).]
[PL 2001, c. 640, Pt. A, §2 (NEW); PL 2001, c. 640, Pt. B, §7 (AFF).]
2.  Provisions of articles of nonprofit conversion.
The articles of nonprofit conversion must either contain all the provisions that the Maine Nonprofit Corporation Act requires to be set forth in articles of incorporation of a domestic nonprofit corporation with any other desired provisions permitted by the Maine Nonprofit Corporation Act or have attached articles of incorporation that satisfy the requirements of the Maine Nonprofit Corporation Act. In either case, provisions that would not be required by the Maine Nonprofit Corporation Act to be included in restated articles of incorporation of a domestic nonprofit corporation may be omitted.
[PL 2003, c. 344, Pt. B, §83 (AMD).]
3.  Delivery to Secretary of State.
The articles of nonprofit conversion must be delivered to the Secretary of State for filing and take effect at the effective time provided in section 125.
[PL 2001, c. 640, Pt. A, §2 (NEW); PL 2001, c. 640, Pt. B, §7 (AFF).]
SECTION HISTORY
PL 2001, c. 640, §A2 (NEW). PL 2001, c. 640, §B7 (AFF). PL 2003, c. 344, §B83 (AMD).
2023 Maine Revised Statutes › TITLE 13-C: MAINE BUSINESS CORPORATION ACT › Chapter 9: DOMESTICATION AND CONVERSION › Subchapter 2: NONPROFIT CONVERSION › 13-C §934. Surrender of charter upon foreign nonprofit conversion

§934. Surrender of charter upon foreign nonprofit conversion
1.  Articles of charter surrender.
Whenever a domestic business corporation, referred to in this section as the "corporation," has adopted and approved, in the manner required by this subchapter, a plan of nonprofit conversion providing for the corporation to be converted to a foreign nonprofit corporation, articles of charter surrender must be executed on behalf of the corporation by an officer or other duly authorized representative of the corporation. The articles of charter surrender must set forth:
A. The name of the corporation;   [PL 2001, c. 640, Pt. A, §2 (NEW); PL 2001, c. 640, Pt. B, §7 (AFF).]
B. A statement that the articles of charter surrender are being filed in connection with the conversion of the corporation to a foreign nonprofit corporation;   [PL 2001, c. 640, Pt. A, §2 (NEW); PL 2001, c. 640, Pt. B, §7 (AFF).]
C. A statement that the foreign nonprofit conversion was duly approved by the shareholders in the manner required by this Act and the corporation's articles of incorporation; and   [PL 2001, c. 640, Pt. A, §2 (NEW); PL 2001, c. 640, Pt. B, §7 (AFF).]
D. The corporation's new jurisdiction of incorporation.   [PL 2001, c. 640, Pt. A, §2 (NEW); PL 2001, c. 640, Pt. B, §7 (AFF).]
[PL 2001, c. 640, Pt. A, §2 (NEW); PL 2001, c. 640, Pt. B, §7 (AFF).]
2.  Filing of articles of charter surrender.
The articles of charter surrender must be delivered by the corporation to the Secretary of State for filing. The articles of charter surrender take effect on the effective time provided in section 125.
[PL 2001, c. 640, Pt. A, §2 (NEW); PL 2001, c. 640, Pt. B, §7 (AFF).]
SECTION HISTORY
PL 2001, c. 640, §A2 (NEW). PL 2001, c. 640, §B7 (AFF).