Title 13-C, Title 13-C

1. Special meeting required. A corporation shall hold a special meeting of its shareholders: A. On call of the board of directors or the person or persons authorized to do so by its articles of incorporation or bylaws; or [PL 2001, c. 640, Pt. A, §2 (NEW); PL 2001, c. 640, Pt. B,…

1. Shareholder application. The Superior Court of the county in which a corporation's principal office is located, or, if the principal office is not located in this State, of Kennebec County, may summarily order a meeting to be held: A. On application of any shareholder of the c…

1. Permissible action by unanimous consent. Action required or permitted by this Act to be taken at a shareholders' meeting may be taken without a meeting if the action is taken by all the shareholders entitled to vote on the action. The action must be evidenced by one or more wr…

1. Notification to shareholders. A corporation shall notify shareholders of the date, time and place of each annual or special shareholders' meeting no fewer than 10 days, or 3 days for close corporations, nor more than 60 days before the meeting date. The notice must include the…

1. Shareholder may waive notice. A shareholder may waive any notice required by this Act or a corporation's articles of incorporation or bylaws before or after the date and time stated in the notice. The waiver must be in writing, be signed by the shareholder entitled to the noti…

1. Establishment of record date. A corporation's bylaws may fix or provide the manner of fixing the record date or dates for one or more voting groups in order to determine the shareholders entitled to notice of a shareholders' meeting, to demand a special meeting, to vote or to …

1. Chair presides. At each meeting of a corporation's shareholders under this chapter, a chair shall preside. The chair must be appointed as provided in the bylaws or, in the absence of such provision, by the board of directors. 2. Order of business. The chair, unless the corpora…

1. Participation by means of remote communication. A meeting of shareholders may be held by means of remote communication and shareholders of any class or series may participate in any meeting of shareholders by means of remote communication to the extent the board of directors a…

1. Lists of shareholders' names. After fixing a record date for a shareholders' meeting, a corporation shall prepare an alphabetical list of the names of all its shareholders who are entitled to notice of a shareholders' meeting. If the board of directors fixes a different record…

1. Entitlement to vote. Except as provided in subsections 2 and 4 or unless a corporation's articles of incorporation provide otherwise, each outstanding share, regardless of class, is entitled to one vote on each matter voted on at a shareholders' meeting. Only shares are entitl…

1. Voting authorized. A shareholder may vote the shareholder's shares in person or by proxy. 2. Appointment of proxy. A shareholder or the shareholder's agent or attorney-in-fact may appoint a proxy to vote or otherwise act for the shareholder by signing an appointment form or by…

1. Recognition of beneficial owner as shareholder. A corporation may establish a procedure by which the beneficial owner of shares that are registered in the name of a nominee is recognized by the corporation as the shareholder. The extent of this recognition may be determined in…

1. Corresponding name. If the name signed on a vote, ballot, consent, waiver or proxy appointment corresponds to the name of a shareholder, the corporation, if acting in good faith, is entitled to accept the vote, ballot, consent, waiver or proxy appointment and give it effect as…

If the record owner of shares is a minor and the shares are voted under this subchapter by the minor, a guardian or other legal representative of the minor or a natural or adoptive parent of the minor, the minor may not thereafter disaffirm or avoid that vote.

1. Quorum. Shares entitled to vote as a separate voting group may take action on a matter at a meeting only if a quorum of those shares exists with respect to that matter. Unless the corporation's articles of incorporation or this Act provides for a greater or lesser quorum, a ma…

1. Voting by single voting group. If a corporation's articles of incorporation or this Act provides for voting by a single voting group on a matter, action on that matter is taken when voted upon by that voting group as provided in section 727. 2. Voting by multiple voting groups…

1. Greater number may be required. A corporation's articles of incorporation may provide for a greater quorum or voting requirement for shareholders or voting groups of shareholders than is provided for by this Act. 2. Amendment of articles of incorporation. An amendment to a cor…

1. Election by plurality. Unless otherwise provided in a corporation's articles of incorporation, directors are elected by a plurality of the votes cast by the shares entitled to vote in the election at a meeting at which a quorum is present. 2. No right to cumulate votes. Shareh…

1. Appointment of inspector. A public corporation shall, and any other corporation may, appoint one or more inspectors to act at a meeting of shareholders in connection with determining voting results. Each inspector shall certify in writing that the inspector will faithfully exe…

1. Judicial determinations authorized. Upon application of or in a proceeding commenced by a person specified in subsection 2, the Superior Court of the county where a corporation's principal office or, if none in this State, its registered office, is located may determine: A. Th…

1. Creation of voting trust. One or more shareholders may create a voting trust, conferring on a trustee the right to vote or otherwise act for them, by signing an agreement setting out the provisions of the trust, which may include anything consistent with its purpose, and trans…

1. Creation of voting agreement. Two or more shareholders may provide for the manner in which they will vote their shares by signing an agreement for that purpose. A voting agreement created under this section is not subject to the provisions of section 741. 2. Enforceable. A vot…

1. Shareholder agreement effective despite inconsistency with Act. An agreement among the shareholders of a corporation that complies with this section is effective among the shareholders and the corporation even though it is inconsistent with one or more other provisions of this…

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. Derivative proceeding. "Derivative proceeding" means a civil suit in the right of a domest…

A shareholder may not commence or maintain a derivative proceeding unless the shareholder: [PL 2001, c. 640, Pt. A, §2 (NEW); PL 2001, c. 640, Pt. B, §7 (AFF).] 1. Shareholder at time of act or omission. Was a shareholder of the corporation at the time of the act or omission comp…

A shareholder may not commence a derivative proceeding until: [PL 2001, c. 640, Pt. A, §2 (NEW); PL 2001, c. 640, Pt. B, §7 (AFF).] 1. Written demand. A written demand has been made upon the corporation to take suitable action; and 2. Expiration of 90 days. Ninety days have expir…

If the corporation commences an inquiry into the allegations made in the complaint or demand under section 753, the court may stay any derivative proceeding for such period as the court considers appropriate.

1. Dismissal of proceeding. The court, on motion by the corporation, shall dismiss a derivative proceeding if one of the groups specified in paragraphs A to C determines, in good faith, after conducting a reasonable inquiry upon which its conclusions are based, that the maintenan…

A derivative proceeding may not be discontinued or settled without the court's approval. If the court determines that a proposed discontinuance or settlement will substantially affect the interests of the corporation's shareholders or a class of shareholders, the court shall dire…

On termination of the derivative proceeding the court may: [PL 2001, c. 640, Pt. A, §2 (NEW); PL 2001, c. 640, Pt. B, §7 (AFF).] 1. Corporation to pay plaintiff's expenses. Order the corporation to pay the plaintiff's expenses incurred in the proceeding if it finds that the proce…

In any derivative proceeding in the right of a foreign corporation, the matters covered by this subchapter, except for sections 754, 756 and 757, are governed by the laws of the jurisdiction of incorporation of the foreign corporation.

1. Court may appoint. The Superior Court may appoint one or more persons to be custodians or, if the corporation is insolvent, to be receivers of and for a corporation in a proceeding by a shareholder when it is established that: A. The directors are deadlocked in the management …

1. Board of directors. Except as provided in section 743, a corporation must have a board of directors. 2. Corporate powers. All corporate powers must be exercised by or under the authority of, and the business and affairs of the corporation managed under the direction of, the co…

1. General. The corporation's articles of incorporation or bylaws may prescribe qualifications for directors or for nominees for directors. 2. Residency, shareholder. A director need not be a resident of this State or a shareholder of the corporation unless the articles of incorp…

1. Number of directors. A corporation's board of directors must consist of one or more individuals. The corporation's articles of incorporation or bylaws may fix the number of directors or otherwise regulate the size of the board. 2. Increase or decrease in number. Unless the cor…

If the corporation's articles of incorporation authorize dividing the shares into classes, the articles may also authorize the election of all or a specified number of directors by the holders of one or more authorized classes of shares. Each class of shares entitled to elect one…

1. Terms of initial directors. The terms of the initial directors of a corporation expire at the first shareholders' meeting at which directors are elected. 2. Terms of subsequent directors. The terms of all other directors expire at the next, or if their terms are staggered in a…

The corporation's articles of incorporation may provide for staggering the terms of directors by dividing the total number of directors into 2 or 3 groups, with each group containing, as close as possible, 1/2 or 1/3, as the case may be, of the total. In that event, the terms of …

1. Notice of resignation. A director may resign at any time by delivering a written resignation to the corporation's board of directors or its chair or to the clerk of the corporation. 2. Effective. A resignation is effective when the resignation is delivered unless the resignati…

The shareholders may remove one or more directors with or without cause unless the corporation's articles of incorporation provide that directors may be removed only for cause. A director may be removed by the shareholders only at a meeting called for the purpose of removing that…

1. Removal by Superior Court. The Superior Court of the county where a corporation's principal office or, if there is no principal office in this State, of Kennebec County may remove a director of the corporation from office in a proceeding commenced by or in the right of the cor…

1. Vacancy. Unless the corporation's articles of incorporation or bylaws provide otherwise, if a vacancy occurs on a board of directors, including a vacancy resulting from an increase in the number of directors, the vacancy may be filled: A. By the shareholders; [PL 2001, c. 640,…

Unless the corporation's articles of incorporation or bylaws provide otherwise, the corporation's board of directors may fix the compensation of directors.

1. Location. The corporation's board of directors may hold regular or special meetings in or out of this State. 2. Participation of directors. Unless the corporation's articles of incorporation or bylaws provide otherwise, the corporation's board of directors may permit any or al…

1. Action without meeting. Except to the extent that the corporation's articles of incorporation or bylaws require that action by the corporation's board of directors be taken at a meeting, action required or permitted by this Act to be taken by a corporation's board of directors…

1. Regular meetings. Unless the corporation's articles of incorporation or bylaws provide otherwise, regular meetings of the corporation's board of directors may be held without notice of the date, time, place or purpose of the meeting. 2. Special meetings. Unless the corporation…