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Free Maine Corporate Bylaws Template

Corporate bylaws are the internal rules your Maine corporation runs on, and state law lets you write a separate set that only switches on in a crisis. Answer a few simple questions and Document Genius builds a customizable set in minutes.

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What Are Corporate Bylaws in Maine?

Corporate bylaws are the internal rules a Maine corporation adopts to govern itself. Title 13-C, section 206 of the Maine Business Corporation Act covers them, in text enacted in 2001 and amended in 2011.

Maine corporate bylaws come in two varieties, which is less common than it sounds. Section 207 lets a corporation adopt a second set that operates only during an emergency.

Maine Requirements for Corporate Bylaws

Section 206 handles the ordinary set, and section 207 handles the emergency one.

Adoption and Contents

Subsection 1 directs the incorporators or the board of directors to adopt initial bylaws. Subsection 2 then permits any provision that is not inconsistent with law or the articles of incorporation.

Optional Proxy Provisions

Subsection 3 allows two further bylaws: one requiring the corporation to include shareholder-nominated individuals in its proxy statement and proxy form, and one requiring reimbursement of proxy solicitation expenses. Subsection 4 preserves the board’s authority to attach a reasonable, practicable, and orderly process to either.

What Counts as an Emergency

Section 207 defines it plainly. An emergency exists where a quorum of the corporation’s directors cannot readily be assembled because of some catastrophic event.

Emergency Bylaws

Unless the articles provide otherwise, the board may adopt bylaws effective only in an emergency, and those bylaws remain subject to amendment or repeal by the shareholders. Corporate action taken in good faith under them binds the corporation, and nobody may use it to impose liability on a director, officer, employee, or agent.

Should Maine Bylaws Include an Emergency Set?

It costs little and answers a real question. Section 207 exists because a catastrophic event can leave a board unable to reach quorum, and ordinary quorum rules offer no way through that.

That definition runs broad rather than tying itself to any particular kind of disaster. Anything that stops directors from readily assembling can qualify, which makes the provision more flexible than the narrower wording some states still use.

Shareholders keep oversight throughout. Because emergency bylaws remain open to shareholder amendment or repeal, adopting them does not hand the board a permanent parallel rulebook.

Emergency bylaws work best when they name people rather than roles. Listing a succession of individuals who can call a meeting removes the delay of working out who has authority at exactly the moment nobody can be reached.

How to Adopt Corporate Bylaws in Maine

Adopting Maine corporate bylaws is internal, and the emergency set can wait for a second sitting.

  1. Get the corporation formed by filing your articles of incorporation.
  2. Choose the adopting group, since subsection 1 accepts the incorporators or the board.
  3. Draft the ordinary bylaws across meetings, quorum, directors, officers, and shares.
  4. Consider an emergency set under section 207, unless your articles rule it out.
  5. Adopt both and record the vote, keeping the two sets clearly labelled.
  6. Store the signed copies with your corporate records and refresh them after amendments.