Nonprofit Corporation Director Removal and Vacancy Requirements in Maine

At a glance

Requirements one by one

Count the members entitled to vote

Maine's articles or bylaws set how directors are elected or appointed and their terms. Without a stated term, a director serves one year; a director continues until a successor is elected or appointed and qualifies (§ 702(2)–(3)).

Members may remove the entire board or any individual director with or without cause at a special meeting called expressly for removal (§ 704(1)). The default is an affirmative vote of two-thirds of members entitled to vote for directors. Articles may lower that threshold, but not below a majority of members voting on removal. Where different member classes elect different directors, the electing class alone votes, with the same default two-thirds-of-class and majority-of-class-votes-cast floor (§ 704(2)–(3)). New directors may be elected at that removal meeting without separate express notice of their election (§ 704(4)).

Distinguish board action from court removal

The board does not receive a separate ordinary director-removal vote in §§ 704–704-A. The corporation may petition the Superior Court when two-thirds of directors then in office resolve that an individual should be removed. Members meeting the statutory two-thirds or a lower articles threshold, and the Attorney General for a public benefit corporation, may also petition (§ 704-A(2)). The court must find both a listed ground—fraudulent or dishonest conduct, gross abuse of authority or discretion, the specified § 713-A violation, or a final judgment for enumerated duty violations—and that removal serves the corporation's best interest (§ 704-A(1)). It may bar later service; member or Attorney General petitioners make the corporation a defendant, and a public benefit corporation must notify the Attorney General in writing when it or its members bring the proceeding (§ 704-A(4)–(5)).

Board action ordinarily may be taken without meeting by written consents signed by all directors, filed with the minutes and having the effect of a unanimous vote (§ 707). That consent route does not replace the special member meeting expressly required for member removal (§ 704(1)).

Fill the vacancy and report directors

A majority of remaining directors may fill a vacancy, including a new seat, even if they are fewer than a quorum, unless the articles or bylaws choose a different method (§ 703(1)). The replacement serves the predecessor's unexpired term. A board-filled newly created seat ordinarily lasts only to the next director election unless governing documents say otherwise (§ 703(2)–(3)).

Chapter 7's board and vacancy sections specify terms and filling mechanics but do not set a director resignation recipient or effective-time rule; check the articles and bylaws when processing a resignation (§§ 702–703). The annual report gives the names and business or residence addresses of directors and the listed officers (§ 1301(1)(C)).

What trips people up

The two-thirds default counts all members entitled to elect directors, while an articles-authorized lower threshold has a floor measured by members actually voting on removal (§ 704(2)–(3)). A vote to authorize a corporate court petition is a separate board action, with its own two-thirds-of-directors-then-in-office requirement (§ 704-A(2)(A)).

Common questions

May the replacement be elected at the removal meeting? Yes. Section 704(4) permits that election without express separate election notice.

Can two remaining directors fill a vacancy on a larger board? If they are a majority of all remaining directors, § 703(1) allows filling even when the remaining directors are fewer than a quorum, unless articles or bylaws provide another method.

Statutes and sources

Maine's current official statute text was accessed October 2, 2026. Verbatim excerpts and section links appear in the source entries above.