Nonprofit Corporation Bylaw Adoption and Amendment Requirements in Maine

At a glance

Requirements one by one

Adoption and organization

Section 601 requires incorporators or directors to adopt the initial bylaws. Under § 406, incorporators may act until directors are elected if the articles name no initial directors; naming initial directors ends incorporator power when the articles are filed. An organizational meeting to adopt bylaws may occur before or after filing. Unanimous agreement dispenses with a call; otherwise a majority calls the meeting and each other incorporator or director gets at least three days' written notice stating time, place, and purposes.

Amendment votes and notice

Section 601 vests power to alter, amend, repeal, or adopt bylaws in the board unless the articles or bylaws provide otherwise. Section 706 makes a majority of directors present at a quorate board meeting the default board vote. Section 705 sends board-meeting notice to the bylaws unless law or documents require more. If the documents require member approval, § 605 supplies the ordinary quorate member-vote rule; under § 606, all members entitled to vote may instead sign written consents filed with the clerk. A member meeting generally receives written notice 10 to 50 days before it under § 603, with the purpose stated for a special meeting.

Required content and records

Section 601 permits management provisions consistent with law and the articles. Section 1104-A additionally requires a domestic corporation organized under Title 13-B, or filing an annual report under § 1301, to provide for disposal of its assets in its bylaws. Section 715 requires correct books of account, minutes, and an in-state office record of voting members' names and addresses. Officers, directors, and voting members may inspect corporate books and records after at least five business days' written notice for a proper purpose; a voting member's purpose must relate to member duties or responsibilities.

What trips people up

Under § 709(1)(E), even an executive committee with delegated board authority cannot amend the bylaws. The full board's § 601 power and any governing-document reservation must be checked.

Section 715's in-state location requirement attaches to the voting-member address record. It does not specify a separate location for a copy of the bylaws, even though it governs inspection of corporate books and records.

Common questions

Can the first organizational meeting happen before incorporation is filed? Section 406(2) expressly allows it before or after the filing date.

Can directors approve a bylaw amendment without a meeting? Under § 707, all directors may sign written consents unless the articles or bylaws provide otherwise; the consents go with the meeting minutes.

Do the bylaws need an asset-disposal clause? Yes. Section 1104-A expressly requires that content for a domestic corporation organized under Title 13-B or filing its annual report under § 1301.

Statutes and sources

• 13-B M.R.S. § 406, accessed September 30, 2026.
• 13-B M.R.S. § 601, accessed September 30, 2026.
• 13-B M.R.S. § 603, accessed September 30, 2026.
• 13-B M.R.S. § 605, accessed September 30, 2026.
• 13-B M.R.S. § 606, accessed September 30, 2026.
• 13-B M.R.S. § 705, accessed September 30, 2026.
• 13-B M.R.S. § 706, accessed September 30, 2026.
• 13-B M.R.S. § 707, accessed September 30, 2026.
• 13-B M.R.S. § 709, accessed September 30, 2026.
• 13-B M.R.S. § 715, accessed September 30, 2026.
• 13-B M.R.S. § 1104-A, accessed September 30, 2026.