Nonprofit Corporation Board Meeting, Notice, Quorum, and Director Proxy Rules in Maine

At a glance

Requirements one by one

Calling and attending a board meeting

Section 706(2) permits a special meeting to be called by the chair, president, any two directors, or another person authorized by the bylaws. A vice-president's statutory call power applies when the president is absent or unable to act. Under § 705(1), regular and special meetings may be held inside or outside Maine, with the notice prescribed by the bylaws. Section 705(2) treats a director on a conference telephone or similar equipment as present in person if everyone participating can hear each other, unless the articles or bylaws restrict that method.

Quorum and vote

Section 706(1) starts with a majority of the board size fixed by the bylaws, falling back to the size stated in the articles if no bylaw fixes it. The articles or bylaws may change the quorum, but may not go below one-fifth of that fixed or stated board size. At a meeting with quorum, the act is a majority of directors present unless the act or governing documents require more. The board-vote provision counts directors present; it does not provide a director-proxy voting route.

What trips people up

Maine's § 705(1) makes the bylaws the source of ordinary board-meeting notice rather than supplying a day count. A notice ordinarily need not state the meeting's business or purpose, but the articles, bylaws, or an applicable provision of the act can require it. Attendance normally waives notice; a director who attends expressly to object to an unlawfully called or convened meeting preserves that objection.

An absent director faces a different rule under § 708(2)-(3). Action at an otherwise valid meeting held without a required call or notice is deemed ratified by the nonattending director unless the director promptly objects after learning of both the action and the defect. The objection is effective only when filed in writing with the clerk or secretary.

Common questions

Can the board meet outside Maine? Yes. Section 705(1) expressly allows a regular or special meeting within or outside the state.

May a vice-president call a special meeting? Section 706(2) gives that power when the president is absent or unable to act; the bylaws may authorize other callers.

Statutes and sources

• 13-B M.R.S. § 705, current official text accessed September 30, 2026.
• 13-B M.R.S. § 706, current official text accessed September 30, 2026.
• 13-B M.R.S. § 708, current official text accessed September 30, 2026.