Nonprofit Corporation Director Election and Term Rules in Maine
At a glance
| Governing act and board route | Maine Nonprofit Corporation Act, Title 13-B; board election or appointment follows articles/bylaws (§ 702(2)) |
|---|---|
| Initial directors and first selection | First board named in articles or elected by incorporators; serves to first annual member meeting or another document-set period (§ 702(2)) |
| Who chooses successor directors | Later directors elected or appointed in manner set by articles or bylaws; directors alone vote if no members or no member voting rights (§§ 604(4), 702(2)) |
| Member and class election rights | Articles may limit, enlarge or deny member or class votes; otherwise each member has one vote on matters submitted; directors alone vote if members lack voting rights (§ 604(1), (4)) |
| Director term and maximum | Articles/bylaws set term; one year if omitted; § 702 states no numeric maximum (§ 702(2)–(3)) |
| Staggered terms | Directors may be divided into classes with nonuniform terms (§ 702(3)) |
| Term after filling a vacancy | Replacement serves predecessor's unexpired term; board-filled newly added seat ordinarily only until next director election (§ 703(2)–(3)) |
| Holdover after term expires | Director serves until successor elected or appointed and qualified (§ 702(3)) |
Requirements one by one
First and later directors
The initial board is named in the articles or elected by the incorporators. Its service runs to the first annual member meeting unless the articles or bylaws specify another period (§ 702). Thereafter, those documents determine the election or appointment method and terms.
The articles may enlarge, limit or deny voting rights of members or classes. Otherwise each member has one vote on matters submitted to members. If there are no members or no member voting rights, directors have sole voting power (§ 604). Bylaws may allow mail or electronic elections where members elect directors.
Terms and replacement seats
The statutory fallback term is one year. Directors may be divided into classes with terms of different lengths; § 702 states no numeric term ceiling. A director remains until a successor is elected or appointed and qualified.
A replacement for an existing vacancy serves the predecessor's unexpired term. A newly added seat filled by the board can instead last only until the next director election unless the documents provide otherwise (§ 703).
What trips people up
The vacancy rule distinguishes an existing seat from a seat added by increasing board size (§ 703). Their replacement terms can differ.
Common questions
Can the articles remove a class's vote? Yes. They may limit, enlarge or deny member or class voting rights (§ 604).
May classes of directors have different terms? Yes. Section 702 expressly permits nonuniform terms.
Statutes and sources
The official Maine Revisor sections linked above contain the quoted rules. Accessed October 3, 2026.
Source links
Every statute quoted above, linked, with the date we checked it.
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