Nonprofit Corporation Articles Amendment Approval and Filing in Maine

At a glance

Requirements one by one

Proposal, member vote, and consent

§ 801 permits changes that could lawfully appear in original articles when the amendment becomes effective. Ordinarily, § 802(1)(A) requires the board to adopt a resolution and submit the proposed amendment to voting members. Adoption requires a majority of the votes that members present or represented by proxy are entitled to cast; articles can demand a greater vote under § 802(3). Under § 802(4), written consent of all members entitled to vote instead can adopt the amendment with no board resolution; § 606 gives that consent meeting-vote effect. § 604(1) lets the articles limit, enlarge, or deny member or class voting rights.

No voting members and early amendments

If no members are entitled to vote, § 802(1)(B) requires a majority of directors in office at a board meeting. Before the organizational meeting, § 801-A allows an amendment by a sole incorporator or two-thirds of multiple incorporators, subject to its timing rules. A public benefit corporation whose amendment materially changes its activities must notify the Attorney General when it files (§ 802(5)).

Notice, contents, and filing

The ordinary member route under § 802(1)(A) requires written notice with the proposal or a summary. Unless the articles or bylaws provide otherwise, § 603(1) requires delivery 10–50 days before the meeting. § 803 requires the filed articles to state the name, amendment and adoption date, plus the appropriate member-meeting, unanimous-consent, or board-vote statements. Under § 104, the clerk, secretary, or eligible officer signs; the document also gives the signer’s name/capacity and current registered-office address. § 106(1)(B) requires a records-custody certificate when the filing depends on member vote or consent, and directs delivery to the Secretary of State.

§ 1401(12) sets $10 for articles of amendment and an additional $10 if the amendment changes purposes. Under § 804(1), the amendment takes effect on the filing date. A restatement containing a new amendment follows the member approval and filing steps of § 805; § 1401(13) applies the same base and purpose-change fee structure.

What trips people up

The ordinary meeting threshold in § 802(1)(A) counts votes present or represented by proxy that members are entitled to cast. Unanimous written consent under § 802(4) counts all voting members, and is the route that dispenses with the board proposal. The Attorney General notice in § 802(5) accompanies a material change in a public benefit corporation's activities; it does not replace approval and filing.

Common questions

May several amendments be voted on at one meeting?

Yes. § 802(2) permits any number to be submitted and voted upon at the same meeting.

Does filing make the amendment effective?

Yes. § 804(1) makes the filing date the effective date of the amendment.

Statutes and sources

• 13-B M.R.S. § 802(2): “2. Number of amendments. Any number of amendments may be submitted and voted upon at any one meeting.” Maine Legislature (accessed 2026-10-01).
• 13-B M.R.S. § 801: “A corporation may amend its articles of incorporation from time to time in any and as many respects as may be desired, so long as its articles of incorporation, as amended, contain only such provisions as might lawfully be contained in original articles of incorporation on the effective date of such amendment.” Maine Legislature (accessed 2026-10-01).
• 13-B M.R.S. § 801-A: “The articles of incorporation may be amended before the organizational meeting by the following procedures. 1. Timing. The articles of incorporation may be amended: A. If the initial directors were not named in the articles of incorporation, before the election of the initial directors; or B. If the initial directors were named in the articles of incorporation, before the organizational meeting of the board of directors required by section 406 . 2. Authority to amend. The articles of incorporation may be amended by: A. The incorporator; or B. If there is more than one incorporator, by 2/3 of the incorporators. 3. Accepted signature. If the incorporators do not sign the document, the Secretary of State shall accept the signature of either the clerk or secretary of the corporation.” Maine Legislature (accessed 2026-10-01).
• 13-B M.R.S. § 802: “1. Amendments. Amendments to the articles of incorporation shall be made in the following manner. A. If there are members entitled to vote thereon, the board of directors shall adopt a resolution setting forth the proposed amendment and directing that it be submitted to a vote at a meeting of members entitled to vote thereon, which may be either an annual or a special meeting. Written notice setting forth the proposed amendment or a summary of the changes to be effected thereby shall be given to each member entitled to vote at such meeting within the time and in the manner provided in this Act for the giving of notice of meetings of members. The proposed amendment shall be adopted upon receiving at least a majority of the votes which members present at such meeting or represented by proxy are entitled to cast. B. If there are no members, or no members entitled to vote thereon, an amendment shall be adopted at a meeting of the board of directors upon receiving the vote of a majority of the directors in office. C. Upon adoption, articles of amendment shall be executed and delivered for filing as provided in sections 104 and 106 .” Maine Legislature (accessed 2026-10-01).
• 13-B M.R.S. § 802: “3. Provision prescribing amendment of articles. The articles of incorporation may contain a provision prescribing for amendment of the articles a vote greater than, but in no event less than, that prescribed by subsection 1 .” Maine Legislature (accessed 2026-10-01).
• 13-B M.R.S. § 802: “4. Articles of incorporation amended. The articles of incorporation may be amended by written consent of all members entitled to vote on such amendment, as provided by section 606 . If such unanimous written consent is given, no resolution of the board of directors proposing the amendment is necessary.” Maine Legislature (accessed 2026-10-01).
• 13-B M.R.S. § 802: “5. Amendment of articles of incorporation of public benefit corporation. If an amendment of the articles of incorporation of a public benefit corporation results in a material change in the nature of the activities conducted by the corporation, the corporation shall give notice to the Attorney General of the amendment simultaneously with the filing of the amended articles with the Secretary of State.” Maine Legislature (accessed 2026-10-01).
• 13-B M.R.S. § 803: “1. Executed by corporation. The articles of amendment shall be executed by the corporation and shall set forth: A. The name of the corporation; B. The amendment so adopted; C. The date of adoption of the amendment; D. If there are members entitled to vote thereon, (1) a statement setting forth the date of the meeting of members at which the amendment was adopted, that a quorum was present at such meeting, and that such amendment received at least a majority of the votes which members present at such meeting or represented by proxy were entitled to cast, or (2) where the articles require a vote of more than a majority of the votes which members present at such meeting or represented by proxy were entitled to cast, a statement that such amendment received at least the percentage of such votes required by the articles, or (3) a statement that such amendment was adopted by a consent in writing signed by all members entitled to vote with respect thereto; and E. If there are no members, or no members entitled to vote thereon, a statement of such fact, the date of the meeting of the board of directors at which the amendment was adopted, and a statement of fact that such amendment received the vote of a majority of the directors in office.” Maine Legislature (accessed 2026-10-01).
• 13-B M.R.S. § 804: “1. Effective date. An amendment takes effect on the date of filing the articles of amendment by the Secretary of State as provided by section 106 .” Maine Legislature (accessed 2026-10-01).
• 13-B M.R.S. § 805: “1. Restatement of articles adopted. A corporation may at any time adopt a restatement of its articles of incorporation which shall integrate into a single document the text of its original articles of incorporation, merger or consolidation, together with all amendments theretofore adopted and, if authorized, further amendments. 2. Method of restatement of articles of incorporation. A corporation may restate its articles of incorporation by submitting to the members for their approval the proposed restatement thereof, with or without any new amendments which under section 802 or under the articles of incorporation require the vote of the members. The procedure specified in, and the vote or votes required by, this chapter for amendment of the articles of incorporation shall be applicable. If the restatement includes new amendments not theretofore voted upon by the members, the notice of the meeting at which it is to be voted upon shall specifically refer to such new amendments and summarize the changes to be effected thereby, whether or not the full text of the restatement accompanies such notice. If the directors in good faith believe that the restatement includes no such new amendments, the notice of the meeting shall so state and shall be accompanied by a copy of the proposed restatement of articles of incorporation. 3. Form. Upon adoption of the restatement, a form entitled "Restated Articles of Incorporation" shall be executed in accordance with section 104 , which shall set forth the same information as is required by section 803 in the case of articles of amendment substituting, wherever applicable, the word "restatement" for the word "amendment" and shall have the restatement attached thereto as an exhibit. Upon filing the restated articles with the restatement by the Secretary of State, in accordance with section 106 , the original articles of incorporation as amended and supplemented shall be superseded, and the restatement, including any further amendments and changes made thereby, shall be the articles of incorporation of the corporation.” Maine Legislature (accessed 2026-10-01).
• 13-B M.R.S. § 104: “Whenever any provision of this Act specifically requires any document to be executed by the corporation in accordance with this section, unless otherwise specifically stated in this Act and subject to any additional provisions of this Act, such requirements shall mean that: 1. Signature required. The document must be signed: A. In the case of articles of incorporation, by the incorporator or incorporators; B. In the case of other documents: (1) By the clerk or secretary; (2) By the chair of the board of directors of a foreign corporation or a domestic corporation, by its president or by another of its officers; or (4) If there are no directors, then by a specific member or members as may be designated by the members at a lawful meeting;” Maine Legislature (accessed 2026-10-01).
• 13-B M.R.S. § 104: “2. Name typed or printed. Any person signing a document shall, either opposite or beneath his signature, clearly and legibly print or type his name and the capacity in which he signs. 3. Title set forth. The document shall set forth the title of the document at the head of the document. 4. Current complete address. The document shall set forth the current address of the registered office of the corporation, including the street or rural route address, post office box, if any, town or city, county and state.” Maine Legislature (accessed 2026-10-01).
• 13-B M.R.S. § 106: “1. Meaning of filing. Whenever any provision of this Act requires any document to be delivered for filing, or filed in accordance with this section, unless otherwise specifically stated in this Act and subject to any additional provisions of this Act, such requirement shall mean that: A. The original or a duplicate original of the document shall be delivered to the Office of the Secretary of State; B. If the document records, reflects or depends upon any action taken by a vote or the consent of the members, the document shall include or be accompanied by a certificate of the clerk, the secretary or an assistant secretary of the corporation stating that he has in his custody minutes properly reflecting such action by the members; C. All fees required for filing the document shall be tendered to the Secretary of State;” Maine Legislature (accessed 2026-10-01).
• 13-B M.R.S. § 106: “2. Fully effective. Any document required to be filed shall be fully effective as of the filing date of the document.” Maine Legislature (accessed 2026-10-01).
• 13-B M.R.S. § 1401: “12. Articles of amendment. Articles of amendment, as provided by sections 802 and 803 , $10; if the amendment changes the corporation's purposes, a further additional amount of $10;” Maine Legislature (accessed 2026-10-01).
• 13-B M.R.S. § 1401: “13. Restated articles of incorporation. Restated articles of incorporation, as provided by section 805 , $10; and if they change the purposes of the corporation, a further additional amount of $10;” Maine Legislature (accessed 2026-10-01).
• 13-B M.R.S. § 603: “1. Written notice of meetings. Unless otherwise provided in the articles of incorporation or the bylaws, written notice stating the place, day and hour of the meeting and, in case of a special meeting, the purpose or purposes for which the meeting is called, shall be delivered not less than 10 nor more than 50 days before the date of the meeting, either personally or by mail, by or at the direction of the president or the secretary, or the officers or persons calling the meeting, to each member entitled to vote at such meeting. If mailed, such notice shall be deemed to be delivered when deposited in the United States mail addressed to the member at his address as it appears on the records of the corporation, with postage thereon prepaid.” Maine Legislature (accessed 2026-10-01).
• 13-B M.R.S. § 604: “1. Members entitled to vote. The right of the members or any class or classes of members to vote may be limited, enlarged or denied to the extent specified in the articles of incorporation. Unless so limited, enlarged or denied, each member, regardless of class, shall be entitled to one vote on each matter submitted to a vote of members.” Maine Legislature (accessed 2026-10-01).
• 13-B M.R.S. § 606: “Any action required or permitted under this Act to be taken at a meeting of the members may be taken without a meeting if written consents, setting forth the action so taken, are signed by all the members entitled to vote on such action and are filed with the clerk of the corporation as part of the corporate records. Such written consents shall have the same effect as a unanimous vote of the members and may be stated as such in any certificate or document required or permitted to be filed with the Secretary of State, and in any certificate or document prepared or certified by any officer of the corporation for any purpose.” Maine Legislature (accessed 2026-10-01).