Corporate Director Removal and Board-Vacancy Requirements in Maine

At a glance

Requirements one by one

13-C M.R.S. § 101 identifies the Maine Business Corporation Act. 13-C M.R.S. § 102 limits the ordinary answer to a domestic for-profit or share corporation, defines a close corporation by its shareholder count, and separately defines a public corporation.

Removal defaults to two-thirds of shares entitled

13-C M.R.S. § 808 permits shareholders to remove one or more directors with or without cause unless the articles make removal cause-only. Only the voting group that elected a director may participate in removing that director.

Without cumulative voting, the default is an affirmative vote of at least two- thirds of the shares entitled to vote on removal. The articles may require a greater or lesser vote, expressly including unanimity, but cannot go below a majority of votes cast.

If cumulative voting is authorized, election-sufficient votes against removal protect the director. 13-C M.R.S. § 730 makes cumulative voting articles- dependent. Classification under 13-C M.R.S. § 806 does not itself add a cause rule.

Notice timing changes for a close corporation

13-C M.R.S. § 808 makes ordinary removal meeting-only and requires the meeting notice to state removal as a purpose. 13-C M.R.S. § 702 permits the board or an articles- or bylaw-authorized caller to call a special meeting. Holders of ten percent of votes on the proposed issue also may demand it by default, although the articles may set a lower percentage or one as high as twenty-five percent.

13-C M.R.S. § 705 requires notice three to sixty days before the meeting for a close corporation and ten to sixty days for another corporation. Special-meeting notice must describe the purpose.

A qualifying 13-C M.R.S. § 743 shareholder agreement is different. If approved or signed by all shareholders as that section requires, it may establish a director's manner of removal even when inconsistent with another Act provision. The ordinary removal provision states no director statement or hearing right and no separate delayed-effective rule.

Maine separates misconduct removal from office review

Under 13-C M.R.S. § 809, the Superior Court may remove a director in a proceeding commenced by or in the right of the corporation. It must find fraudulent conduct toward the corporation or shareholders, gross abuse of the director position, or intentional harm to the corporation. Considering the course of conduct and inadequacy of other remedies, it also must find removal in the corporation's best interest. The court may prescribe a reelection bar and grant other equitable relief.

13-C M.R.S. § 732 provides a separate expedited proceeding to determine the validity of a removal or resignation and the right to director office. It can support injunctive and other equitable relief, but it is not a substitute for the misconduct findings required for removal under § 809. The Act states no ordinary board-removal or automatic-disqualification route.

Resignation may depend on a future event

13-C M.R.S. § 807 requires a written resignation delivered to the board, its chair, or the clerk. It is effective on delivery unless it specifies a later date, including a specified future event. A resignation conditioned on failure to receive a specified election vote may state that it is irrevocable. The section states no general acceptance or withdrawal rule.

Articles or bylaws may change the vacancy fillers

Unless the articles or bylaws provide otherwise, 13-C M.R.S. § 810 authorizes the shareholders or board to fill a vacancy, including a newly created seat. If the remaining directors are below quorum, an affirmative majority of all remaining directors may fill it.

For a voting-group seat, the group holders exclusively act when shareholders fill the seat, and directors elected by that group exclusively act when directors fill it. A vacancy occurring at a specific later date may be filled early, but the successor does not take office until it occurs.

If no directors remain, shareholders are still an express filler, and qualifying holders may demand a special meeting under § 702.

Staggered-board articles may alter the replacement term

13-C M.R.S. § 805(4) ordinarily ends a vacancy replacement's term at the next shareholder meeting where directors are elected. For staggered terms, however, the articles may specify another time. The predecessor's unexpired term is not the ordinary default, and the director holds over until a successor is elected and qualifies or the board size decreases.

What trips people up

Maine's two-thirds denominator is shares entitled to vote, not votes cast. The articles may lower it, but the statutory floor uses a different denominator: a majority of votes cast.

The close-corporation notice rule is based on the Act's definition—no more than twenty shareholders—not merely a label in the corporation's name or records.

The vacancy default is subject to both the articles and bylaws. Changing who may fill a seat is separate from changing the removal vote or cause rule.

Common questions

Can Maine shareholders remove a director without cause?

Ordinarily yes. Section 808 permits removal with or without cause unless the articles require cause.

Can the articles require unanimity for removal?

Yes. Section 808 expressly permits a greater or lesser removal vote, including unanimity, while setting a majority-of-votes-cast floor for any lower standard.

May the remaining directors fill a vacancy without a quorum?

Yes, unless the articles or bylaws provide otherwise. Section 810 permits an affirmative majority of all remaining directors to fill it.

How long does a replacement serve?

Ordinarily until the next shareholder meeting where directors are elected. For a staggered board, section 805 allows the articles to set another time.

Statutes and sources

• 13-C M.R.S. §§ 101-102. The official text supplies the Act name and domestic, close-, and public-corporation definitions quoted in the source record. Official sections 101 and 102 (accessed August 25, 2026).
• 13-C M.R.S. §§ 702, 705, and 730. The official text supplies the special- meeting, notice, and cumulative-voting rules quoted in the source record. Official Chapter 7 PDF (accessed August 25, 2026).
• 13-C M.R.S. §§ 732 and 743. The official text supplies the expedited office-review and qualifying shareholder-agreement rules quoted in the source record. Official section 732 and official section 743 (accessed August 25, 2026).
• 13-C M.R.S. §§ 805-810. The official text supplies the replacement-term, staggered-term, resignation, shareholder-removal, judicial-removal, and vacancy-filling rules quoted in the source record. Official Chapter 8 PDF (accessed August 25, 2026).