Corporate Board Meeting and Written-Consent Requirements in Maine

At a glance

Requirements one by one

13-C M.R.S. § 101 names the governing act. 13-C M.R.S. § 801 ordinarily requires a board and puts corporate powers and management under it, while § 803 requires one or more directors. The statute, the articles, and the authorized shareholder-agreement exception can alter that baseline.

Callers, notice, waiver, and emergencies

13-C M.R.S. § 823 identifies the default special-meeting callers: the board chair, the president, a vice-president when the president is absent or unable to act, any two directors, or another person authorized by the bylaws. At a qualified caller's written request, the secretary or clerk sends notice, or the caller may do so. The caller sets the time and, unless already fixed by bylaws or board resolution, the place.

Section 821 permits regular and special meetings inside or outside Maine. Under § 823, regular meetings default to no notice, while special meetings default to at least two days' notice stating the date, time, and place. Purpose is unnecessary unless the articles or bylaws require it.

Under § 824, a director may sign a written waiver before or after the stated meeting time. Attendance also waives notice unless the director timely objects and does not then vote for or assent to the action. An absent director waives a defective call or notice unless, within ten days after learning of the meeting and its actions, the director delivers a written objection to the corporation. 13-C M.R.S. § 206 permits ordinary bylaws, while § 207 permits emergency bylaws. The emergency bylaws may address calls, quorum, and substitute directors when a catastrophe prevents a quorum from readily assembling.

Real-time remote participation counts as presence

Unless the articles or bylaws provide otherwise, § 821 permits any or all directors to join through a communications method by which all participants can hear one another simultaneously. Qualifying participation counts as presence in person. That real-time route is distinct from signed consent.

The variable-board denominator matters

13-C M.R.S. § 825 measures default quorum by a majority of the fixed board. For a variable-range board, it uses the prescribed number or, if none is prescribed, the directors in office immediately before the meeting. The articles or bylaws may authorize a smaller quorum, but not below one-third of the fixed or prescribed number. Quorum must exist when the vote is taken, and a majority of directors present ordinarily acts.

Presence implies assent unless the director timely objects to the meeting, puts dissent or abstention in the minutes, or delivers written dissent or abstention to the presiding officer before adjournment or to the corporation immediately afterward. A director who votes in favor cannot use that dissent route.

Unanimous consent requires delivery

13-C M.R.S. § 822 permits no-meeting action unless the articles or bylaws require a meeting. Every director must sign a consent describing the action and deliver it to the corporation. The action becomes the board's act when all unrevoked signed consents are delivered. A consent may specify the effective time, and a director may withdraw by signed revocation delivered before all unrevoked consents arrive.

A committee may have one member

13-C M.R.S. § 826 permits one-or-more-director committees. Creation and appointments need the greater of a majority of all directors then in office or the governing-document number required for board action. The meeting, consent, notice, waiver, quorum, vote, and dissent rules apply to the committee too.

A committee cannot exceed board-set distribution limits, approve or propose shareholder-required action, fill listed vacancies, or adopt, amend, or repeal bylaws. The board may appoint alternate directors, and the statute supplies a narrow unanimous substitute-member route for an absent or disqualified member.

Board and committee actions remain corporate records

13-C M.R.S. § 1601 requires permanent board-meeting minutes, records of all board action without a meeting, and records of committee action taken in place of the board. The records may be documents, including electronic records, or another form capable of conversion into paper within a reasonable time.

What trips people up

Silence can waive an absent director's notice objection

Section 824 gives an absent director ten days after learning of an otherwise valid meeting and its actions to deliver a written objection to a missing call or required notice. That rule is separate from the objection required of a director who actually attends.

Common questions

Can one director call a Maine special board meeting?

Not merely because the person is a director. Unless the articles or bylaws say otherwise, the statute authorizes the chair, president, an acting vice-president in the stated circumstance, any two directors, or another bylaw-authorized person.

Does valid board procedure approve every underlying transaction?

No. A merger, charter amendment, distribution, share issuance, conflict transaction, financing, asset sale, or dissolution may carry separate statutory, contractual, shareholder, filing, or fiduciary requirements.

Statutes and sources

• 13-C M.R.S. §§ 101, 206-207, and 801-803 — governing act, bylaws, emergency bylaws, board authority, and board size; official Maine statutes (accessed August 16, 2026).
• 13-C M.R.S. §§ 821-826 — callers, meetings, remote participation, consent, notice, waiver, quorum, voting, dissent, and committees; official Maine statutes (accessed August 16, 2026).
• 13-C M.R.S. § 1601 — corporate records; official Maine statutes (accessed August 16, 2026).