§801. Requirement; duties of board of directors 1. Board of directors. Except as provided in section 743, a corporation must have a board of directors. [PL 2001, c. 640, Pt. A, §2 (NEW); PL 2001, c. 640, Pt. B, §7 (AFF).] 2. Corporate powers. All corporate powers must be exercised by or under the […]
§802. Qualifications of directors 1. General. The corporation’s articles of incorporation or bylaws may prescribe qualifications for directors or for nominees for directors. [PL 2015, c. 259, §12 (NEW).] 2. Residency, shareholder. A director need not be a resident of this State or a shareholder of the corporation unless the articles of incorporation or […]
§803. Number and election of directors 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. [PL 2001, c. 640, Pt. A, §2 (NEW); PL 2001, c. […]
§804. Election of directors by certain classes of shareholders 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 […]
§805. Terms of directors 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. [PL 2001, c. 640, Pt. A, §2 (NEW); PL 2001, c. 640, Pt. B, §7 (AFF).] 2. Terms of subsequent directors. The terms of all […]
§806. Staggered terms for directors 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 […]
§807. Resignation of directors 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. [PL 2007, c. 289, §14 (AMD).] 2. Effective. A resignation is effective when the resignation is delivered unless […]
§808. Removal of directors by shareholders 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 director and the […]
§809. Removal of directors by judicial proceeding 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 […]
§810. Vacancy on board 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, Pt. A, §2 […]
§811. Compensation of directors Unless the corporation’s articles of incorporation or bylaws provide otherwise, the corporation’s board of directors may fix the compensation of directors. [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 […]
