Corporate Bylaws - Maine

BYLAWS OF [____________________], a Maine corporation

A for-profit corporation organized under the Maine Business Corporation Act, 13-C M.R.S. § 101 et seq. (the "Act").

Effective Date: [__/__/____]

TABLE OF CONTENTS

1. Article I — Offices and Registered Agent
2. Article II — Shareholders
3. Article III — Board of Directors
4. Article IV — Committees
5. Article V — Officers
6. Article VI — Shares and Transfers
7. Article VII — Indemnification and Advance for Expenses
8. Article VIII — Distributions and Dividends
9. Article IX — Records and Reports
10. Article X — Corporate Seal, Fiscal Year, and General Provisions
11. Article XI — Amendment of Bylaws
12. Article XII — Emergency Bylaws
13. Certification / Secretary's Adoption Block
14. Sources and References

ARTICLE I — OFFICES AND REGISTERED AGENT

Section 1.1 Principal Office. The principal office of the corporation shall be located at [____________________], or at such other place as the Board may from time to time determine. The corporation may also have offices at such other places, within or without the State of Maine, as the Board may designate or the business of the corporation may require.

Section 1.2 Registered Agent and Registered Office. The corporation shall continuously maintain a registered agent in Maine as required by 13-C M.R.S. § 501 and Title 5 governing commercial and noncommercial registered agents. The registered agent is [____________________], whose registered office address is [____________________]. The Board may change the registered agent or registered office from time to time by filing the appropriate statement of change with the Maine Secretary of State.

ARTICLE II — SHAREHOLDERS

Section 2.1 Annual Meeting. Pursuant to 13-C M.R.S. § 701, the corporation shall hold an annual meeting of shareholders at a time stated in or fixed in accordance with these Bylaws, for the election of directors and the transaction of such other business as may properly come before the meeting. The annual meeting shall be held on [____________________], or on such other date and at such time as the Board may fix. The failure to hold an annual meeting at the designated time does not affect the validity of any corporate action.

Section 2.2 Special Meetings. Pursuant to 13-C M.R.S. § 702, special meetings of shareholders may be called by the Board or by the person or persons authorized to do so by the Articles or these Bylaws, or upon the signed, dated, written demand of the holders of at least ten percent (10%) of all the votes entitled to be cast on any issue proposed to be considered at the meeting (or such other percentage, not exceeding twenty-five percent (25%), as the Articles may fix). Only business within the purpose or purposes described in the meeting notice required by 13-C M.R.S. § 705, subsection 3 may be conducted at a special meeting.

Section 2.3 Place of Meetings; Remote Participation. Meetings of shareholders may be held in or out of the State of Maine at the place stated in or fixed in accordance with these Bylaws. If no place is stated or fixed, meetings shall be held at the corporation's principal office. As authorized by 13-C M.R.S. § 709, if the Board so authorizes, shareholders and proxyholders not physically present at a meeting may, by means of remote communication, participate in the meeting and be deemed present in person and vote, subject to the conditions of that section.

Section 2.4 Notice of Meetings. Pursuant to 13-C M.R.S. § 705, the corporation shall notify shareholders of the date, time, and place of each annual or special shareholders' meeting no fewer than ten (10) days (or three (3) days for a close corporation), nor more than sixty (60) days, before the meeting date. Notice of a special meeting must include a description of the purpose or purposes for which the meeting is called. Unless the Act or the Articles require otherwise, notice of an annual meeting need not include a description of its purpose, and the corporation is required to give notice only to shareholders entitled to vote at the meeting as of the record date for determining shareholders entitled to notice.

Section 2.5 Waiver of Notice. A shareholder may waive any notice required by the Act, the Articles, or these Bylaws before or after the date and time stated in the notice, as provided in 13-C M.R.S. § 706. The waiver must be in writing, be signed by the shareholder entitled to the notice, and be delivered to the corporation for inclusion in the minutes or filing with the corporate records. A shareholder's attendance at a meeting waives objection to lack of, or defective, notice unless the shareholder at the beginning of the meeting objects to holding the meeting or transacting business, or objects to consideration of a particular matter not within the purpose described in the meeting notice.

Section 2.6 Record Date. As provided in 13-C M.R.S. § 707, these Bylaws may fix or provide the manner of fixing the record date for one or more voting groups in order to determine the shareholders entitled to notice of a meeting, to demand a special meeting, to vote, or to take any other action. If not so fixed, the Board may fix a future record date. A record date may not be more than seventy (70) days before the meeting or action requiring a determination of shareholders. If not otherwise fixed, the record date for determining shareholders entitled to notice of and to vote at an annual or special meeting is the day before the first notice is delivered to shareholders.

Section 2.7 Shareholders' List. After fixing a record date for a meeting, the corporation shall prepare a list of the names of all its shareholders entitled to notice of the meeting, arranged by voting group and within each group by class or series, and shall make the list available for inspection as provided in 13-C M.R.S. § 721.

Section 2.8 Quorum. Pursuant to 13-C M.R.S. § 727, shares entitled to vote as a separate voting group may take action on a matter at a meeting only if a quorum of those shares exists with respect to that matter. Unless the Act or the Articles provide otherwise, a majority of the votes entitled to be cast on the matter by the voting group constitutes a quorum of that voting group for action on that matter. Once a share is represented for any purpose at a meeting, it is deemed present for quorum purposes for the remainder of the meeting and any adjournment of that meeting, unless a new record date is or must be set for the adjourned meeting.

Section 2.9 Voting. Except as otherwise provided by the Act or the Articles, each outstanding share, regardless of class, is entitled to one (1) vote on each matter voted on at a shareholders' meeting, as provided in 13-C M.R.S. § 722. If a quorum exists, action on a matter other than the election of directors is approved by a voting group if the votes cast within the group favoring the action exceed the votes cast opposing the action, unless the Act or the Articles require a greater number of affirmative votes, as provided in 13-C M.R.S. § 727, subsection 3. The election of directors is governed by 13-C M.R.S. § 730.

Section 2.10 Proxies. A shareholder may appoint a proxy to vote or otherwise act for the shareholder by signing an appointment form or by an electronic transmission, in accordance with 13-C M.R.S. § 723. An appointment is effective when received by the Secretary or other officer or agent authorized to tabulate votes, and is valid for eleven (11) months unless a longer period is expressly provided in the appointment form. An appointment is revocable unless the form conspicuously states that it is irrevocable and the appointment is coupled with an interest.

Section 2.11 Greater Quorum or Voting Requirements. The Articles may provide for a greater quorum or voting requirement for shareholders, or voting groups of shareholders, than is provided by the Act, subject to 13-C M.R.S. § 729.

Section 2.12 Action Without Meeting. Pursuant to 13-C M.R.S. § 704, action required or permitted by the Act to be taken at a shareholders' meeting may be taken without a meeting if the action is taken by all the shareholders entitled to vote on the action, evidenced by one or more written consents bearing the date of signature, describing the action taken, signed by all the shareholders entitled to vote, and delivered to the corporation for inclusion in the minutes or filing with the corporate records. If, and only to the extent, the Articles so provide, action may instead be taken by written consent of shareholders holding not less than the minimum number of votes that would be necessary to take the action at a meeting at which all shares entitled to vote were present and voted; in that case, written consents are not effective unless, within sixty (60) days of the earliest dated consent delivered to the corporation, written consents signed by a sufficient number of shareholders have been delivered to the corporation, and the corporation shall give notice of any less-than-unanimous action as required by § 704.

Section 2.13 Adjournment. Unless these Bylaws require otherwise, if a meeting is adjourned to a different date, time, or place, notice need not be given of the new date, time, or place if announced at the meeting before adjournment. If a new record date for the adjourned meeting is or must be fixed under 13-C M.R.S. § 707, however, notice of the adjourned meeting must be given to shareholders entitled to vote as of the new record date.

ARTICLE III — BOARD OF DIRECTORS

Section 3.1 General Powers. Pursuant to 13-C M.R.S. § 801, except as otherwise provided in the Act or in an agreement authorized under 13-C M.R.S. § 743, all corporate powers shall be exercised by or under the authority of the Board, and the business and affairs of the corporation shall be managed by or under the direction, and subject to the oversight, of the Board.

Section 3.2 Number and Qualifications. Pursuant to 13-C M.R.S. § 803, the Board shall consist of one (1) or more individuals, with the number specified as [____] director(s), or fixed from time to time within a range of not fewer than [____] nor more than [____] directors as permitted by the Articles or these Bylaws. Directors need not be residents of Maine or shareholders of the corporation unless the Articles or these Bylaws so require (13-C M.R.S. § 802).

Section 3.3 Election and Term. Directors are elected at the first annual shareholders' meeting and at each annual meeting thereafter, unless their terms are staggered under 13-C M.R.S. § 805. Each director's term expires at the next annual meeting following the director's election, except in the case of staggered terms, and a director continues to hold office until a successor is elected and qualifies or until there is a decrease in the number of directors, subject to earlier resignation, removal, or death.

Section 3.4 Resignation. A director may resign at any time by delivering a written notice of resignation to the Board, its chair, or the corporation, in accordance with 13-C M.R.S. § 807. A resignation is effective when the notice is delivered unless it specifies a later effective date.

Section 3.5 Removal. Pursuant to 13-C M.R.S. § 808, the shareholders may remove one or more directors with or without cause unless the Articles provide that directors may be removed only for cause. A director may be removed by the shareholders only at a meeting called for the purpose of removing the director, and the meeting notice must state that the purpose, or one of the purposes, of the meeting is removal of the director.

Section 3.6 Vacancies. Pursuant to 13-C M.R.S. § 810, unless the Articles provide otherwise, a vacancy on the Board, including a vacancy resulting from an increase in the number of directors, may be filled by the shareholders, by the Board, or, if the directors remaining in office constitute fewer than a quorum, by the affirmative vote of a majority of all the directors remaining in office.

Section 3.7 Regular Meetings. The Board may hold regular meetings, in or out of the State of Maine, at such times and places as it may determine. Regular meetings may be held without notice of the date, time, place, or purpose, as provided in 13-C M.R.S. § 823.

Section 3.8 Special Meetings. Pursuant to 13-C M.R.S. § 821, the Board may hold special meetings in or out of the State of Maine. Special meetings of the Board may be called by [the chair of the Board / the President / any two (2) directors].

Section 3.9 Notice of Special Meetings. Pursuant to 13-C M.R.S. § 823, unless the Articles or these Bylaws provide otherwise, special meetings of the Board must be preceded by at least [two (2)] days' notice of the date, time, and place of the meeting, but the notice need not describe the purpose of the special meeting. A director may waive notice as provided in 13-C M.R.S. § 824; a director's attendance at or participation in a meeting waives any required notice unless the director, at the beginning of the meeting or promptly upon arrival, objects to holding the meeting or transacting business at the meeting and does not thereafter vote for or assent to action taken at the meeting.

Section 3.10 Quorum and Voting. Pursuant to 13-C M.R.S. § 825, unless the Articles or these Bylaws require a greater number, a quorum of the Board consists of a majority of the fixed number of directors (or, if a variable range is established, a majority of the number of directors prescribed, or if no number is prescribed, the number in office immediately before the meeting begins). The Articles or these Bylaws may authorize a quorum of not fewer than one-third (1/3) of the number of directors so fixed or prescribed. If a quorum is present when a vote is taken, the affirmative vote of a majority of directors present is the act of the Board unless the Act, the Articles, or these Bylaws require the vote of a greater number.

Section 3.11 Telephonic and Electronic Meetings. Pursuant to 13-C M.R.S. § 821, unless the Articles or these Bylaws provide otherwise, the Board may permit any or all directors to participate in a regular or special meeting by, or conduct the meeting through the use of, any means of communication by which all directors participating may simultaneously hear each other during the meeting. A director participating by such means is deemed present in person at the meeting.

Section 3.12 Action Without Meeting. Pursuant to 13-C M.R.S. § 822, unless the Articles or these Bylaws provide otherwise, action required or permitted to be taken at a Board meeting may be taken without a meeting if each director signs a consent describing the action to be taken and delivers it to the corporation. Action taken under this section is effective when the last director signs or delivers the consent, unless the consent specifies a different effective date, and has the same effect as action taken at a meeting.

Section 3.13 Compensation. The Board may fix the compensation of directors and may provide for reimbursement of reasonable expenses incurred in the performance of their duties, in accordance with 13-C M.R.S. § 811.

Section 3.14 Standards of Conduct. Each member of the Board, when discharging the duties of a director, shall act in good faith and in a manner the director reasonably believes to be in the best interests of the corporation, and shall discharge those duties with the care that a person in a like position would reasonably believe appropriate under similar circumstances, all as provided in 13-C M.R.S. § 830. A director is entitled to rely on information, opinions, reports, and statements as provided in that section.

ARTICLE IV — COMMITTEES

Section 4.1 Creation of Committees. Pursuant to 13-C M.R.S. § 825-A, unless the Articles or these Bylaws provide otherwise, the Board may create one or more committees of the Board and appoint one or more directors to serve on them. The creation of a committee and appointment of members to it must be approved by the greater of (a) a majority of all the directors in office when the action is taken or (b) the number of directors required by the Articles or these Bylaws to take action under 13-C M.R.S. § 825.

Section 4.2 Authority of Committees. To the extent specified by the Board or in the Articles or these Bylaws, each committee may exercise the authority of the Board. A committee may not, however, take any action that 13-C M.R.S. § 825-A prohibits a committee from taking, including authorizing distributions; approving or proposing to shareholders action that the Act requires be approved by shareholders; filling vacancies on the Board or any committee; or adopting, amending, or repealing these Bylaws.

Section 4.3 Committee Procedures. The provisions of the Act and these Bylaws governing meetings, action without meeting, notice and waiver of notice, and quorum and voting requirements of the Board apply to committees and their members.

ARTICLE V — OFFICERS

Section 5.1 Officers. Pursuant to 13-C M.R.S. § 841, the corporation shall have the officers described in these Bylaws or appointed by the Board in accordance with these Bylaws. The officers shall include a President, a Secretary, and a Treasurer, and may include a chair of the Board, one or more Vice Presidents, and such other officers and assistant officers as the Board deems appropriate. The same individual may simultaneously hold more than one office in the corporation.

Section 5.2 Appointment and Term. Each officer is appointed by the Board, or by an officer to the extent the Board or these Bylaws so authorize. Each officer holds office until a successor is appointed or until the officer's earlier resignation or removal.

Section 5.3 Resignation and Removal. Pursuant to 13-C M.R.S. § 843, an officer may resign at any time by delivering notice to the corporation; the resignation is effective when the notice is delivered unless it specifies a later effective date. The Board may remove any officer at any time with or without cause. The appointment of an officer does not itself create contract rights.

Section 5.4 President. The President is the principal executive officer of the corporation (unless the Board designates another officer as principal executive officer) and, subject to the Board's control, supervises and controls the business and affairs of the corporation. The President shall preside at meetings of shareholders and of the Board in the absence of a chair of the Board, and shall perform such other duties as the Board may assign.

Section 5.5 Secretary. The Secretary shall: (a) prepare and maintain minutes of the meetings of shareholders and the Board and a record of actions taken by the shareholders or Board without a meeting; (b) authenticate records of the corporation; (c) give all notices required by the Act, the Articles, or these Bylaws; and (d) perform such other duties as the Board or the President may assign. The duties of preparing minutes and authenticating records are assigned to the Secretary as contemplated by 13-C M.R.S. § 841.

Section 5.6 Treasurer. The Treasurer is the principal financial and accounting officer of the corporation and shall: (a) have charge and custody of, and be responsible for, the funds and securities of the corporation; (b) keep accurate books and records of account; (c) deposit corporate funds in depositories selected by the Board; and (d) perform such other duties as the Board or the President may assign.

Section 5.7 Standards of Conduct for Officers. Each officer with discretionary authority shall discharge the officer's duties under that authority in good faith, with the care that a person in a like position would reasonably exercise under similar circumstances, and in a manner the officer reasonably believes to be in the best interests of the corporation, in accordance with 13-C M.R.S. § 842.

ARTICLE VI — SHARES AND TRANSFERS

Section 6.1 Issuance of Shares. The Board may authorize the issuance of shares for consideration consisting of any tangible or intangible property or benefit to the corporation, as permitted by 13-C M.R.S. § 621. Shares may be certificated or uncertificated as determined by the Board.

Section 6.2 Share Certificates. If shares are certificated, each certificate shall state on its face the name of the issuing corporation and that it is organized under the laws of the State of Maine, the name of the person to whom issued, and the number and class (and the designation of the series, if any) of shares the certificate represents, in accordance with 13-C M.R.S. § 625. Each certificate shall be signed (manually or in facsimile) by two officers designated in these Bylaws or by the Board, and may bear the corporate seal or its facsimile.

Section 6.3 Uncertificated Shares. The Board may authorize the issuance of some or all shares without certificates. Within a reasonable time after the issuance or transfer of uncertificated shares, the corporation shall send the shareholder a written statement of the information required by 13-C M.R.S. § 626 that would otherwise appear on a certificate.

Section 6.4 Transfer of Shares. Transfers of shares shall be made on the books of the corporation only by the record holder or by a duly authorized attorney, upon surrender of any certificate (if certificated) properly endorsed for transfer, and subject to any transfer restrictions imposed in accordance with the Act.

Section 6.5 Transfer Restrictions. The corporation may impose restrictions on the transfer or registration of transfer of shares as authorized by 13-C M.R.S. § 627. A restriction is valid and enforceable against the holder or a transferee if it is authorized by that section and its existence is noted conspicuously on the front or back of any certificate or is contained in the information statement for uncertificated shares.

Section 6.6 Lost, Destroyed, or Stolen Certificates. The Board may direct the issuance of a new certificate (or uncertificated shares) in place of any certificate alleged to have been lost, destroyed, or wrongfully taken, upon receipt of such evidence of the loss, destruction, or theft and, if the Board requires, the giving of a bond sufficient to indemnify the corporation against any claim that may be made on account of the alleged loss, destruction, or theft.

ARTICLE VII — INDEMNIFICATION AND ADVANCE FOR EXPENSES

Section 7.1 Permissible Indemnification of Directors. To the fullest extent authorized by 13-C M.R.S. § 852, and except as that section otherwise limits, the corporation shall indemnify an individual who is a party to a proceeding because that individual is a director against liability incurred in the proceeding if: (a) the individual's conduct was in good faith; (b) the individual reasonably believed (i) in the case of conduct in the individual's official capacity, that the conduct was in the best interests of the corporation, and (ii) in all other cases, that the conduct was at least not opposed to the best interests of the corporation; and (c) in the case of any criminal proceeding, the individual had no reasonable cause to believe the conduct was unlawful; or if the individual engaged in conduct for which broader indemnification has been made permissible or obligatory under a provision of the Articles as authorized by 13-C M.R.S. § 202, subsection 2, paragraph E. The termination of a proceeding by judgment, order, settlement, conviction, or upon a plea of nolo contendere or its equivalent is not of itself determinative that the director did not meet the relevant standard of conduct.

Section 7.2 Limitations on Indemnification. As required by 13-C M.R.S. § 852, subsection 4, unless ordered by a court under 13-C M.R.S. § 855, the corporation may not indemnify a director: (a) in connection with a proceeding by or in the right of the corporation, except for reasonable expenses incurred in connection with the proceeding if it is determined that the director met the relevant standard of conduct under 13-C M.R.S. § 852, subsection 1; or (b) in connection with any proceeding with respect to conduct for which the director was adjudged liable on the basis that the director received a financial benefit to which the director was not entitled, whether or not involving action in the director's official capacity.

Section 7.3 Mandatory Indemnification. As required by 13-C M.R.S. § 853, the corporation shall indemnify a director who was wholly successful, on the merits or otherwise, in the defense of any proceeding to which the director was a party because the director is or was a director of the corporation, against reasonable expenses incurred by the director in connection with the proceeding.

Section 7.4 Advance for Expenses to Directors. Pursuant to 13-C M.R.S. § 854, the corporation may, before final disposition of a proceeding, advance funds to pay for or reimburse the reasonable expenses incurred by a director who is a party to a proceeding because the individual is a director if the director delivers to the corporation: (a) a written affirmation of the director's good-faith belief that the director has met the relevant standard of conduct described in 13-C M.R.S. § 852 or that the proceeding involves conduct for which liability has been eliminated under a provision of the Articles as authorized by 13-C M.R.S. § 202, subsection 2, paragraph E; and (b) a written undertaking to repay any funds advanced if the director is not entitled to mandatory indemnification under 13-C M.R.S. § 853 and it is ultimately determined under 13-C M.R.S. § 855 or § 856 that the director has not met the relevant standard of conduct. The undertaking must be an unlimited general obligation of the director, but need not be secured and may be accepted without reference to the financial ability of the director to make repayment.

Section 7.5 Determination and Authorization. As provided in 13-C M.R.S. § 856, the corporation may not indemnify a director under 13-C M.R.S. § 852, subsection 1 unless authorized for a specific proceeding after a determination has been made that indemnification is permissible because the director has met the relevant standard of conduct. The determination and authorization shall be made by the qualified directors, by special legal counsel, or by the shareholders, in the manner specified in that section (shares controlled by a director who is not a qualified director may not be voted on the determination).

Section 7.6 Indemnification of Officers. Pursuant to 13-C M.R.S. § 857, an officer of the corporation who is not a director is entitled to mandatory indemnification under 13-C M.R.S. § 853 and may apply to a court under 13-C M.R.S. § 855 for indemnification or an advance for expenses, in each case to the same extent as a director. The corporation may also indemnify and advance expenses to an officer, employee, or agent of the corporation to the same extent as to a director, and, in the case of an officer, to a further extent as provided by the Articles, these Bylaws, a resolution of the Board, or a contract, except for liability arising out of conduct described in 13-C M.R.S. § 857.

Section 7.7 Insurance. The corporation may purchase and maintain insurance on behalf of an individual who is a director or officer of the corporation, or who, while a director or officer, serves at the corporation's request in another capacity, against liability asserted against or incurred by the individual in that capacity or arising from the individual's status, whether or not the corporation would have power to indemnify or advance expenses to the individual against the same liability under 13-C M.R.S. §§ 852 to 854, in accordance with 13-C M.R.S. § 858.

Section 7.8 Non-Exclusivity; Continuation. The indemnification and advance for expenses provided by this Article are in addition to and not exclusive of any other rights to which a person may be entitled, consistent with the Act. Such rights continue as to a person who has ceased to serve in the capacity that gave rise to the right and inure to the benefit of the person's heirs, executors, and administrators.

ARTICLE VIII — DISTRIBUTIONS AND DIVIDENDS

Section 8.1 Authorization. The Board may authorize, and the corporation may make, distributions to its shareholders (including dividends) at such times and in such amounts as the Board determines, subject to any restriction in the Articles and to the limitations of 13-C M.R.S. § 640.

Section 8.2 Limitations. No distribution may be made if, after giving it effect: (a) the corporation would not be able to pay its debts as they become due in the usual course of business; or (b) the corporation's total assets would be less than the sum of its total liabilities plus (unless the Articles permit otherwise) the amount that would be needed, if the corporation were to be dissolved at the time of the distribution, to satisfy the preferential rights upon dissolution of shareholders whose preferential rights are superior to those of the shareholders receiving the distribution, all as provided in 13-C M.R.S. § 640.

Section 8.3 Record Date for Distributions. The Board may fix the record date for determining shareholders entitled to a distribution. If the Board does not fix a record date for determining shareholders entitled to a distribution (other than one involving a purchase, redemption, or other acquisition of the corporation's shares), the record date is the date the Board authorizes the distribution.

ARTICLE IX — RECORDS AND REPORTS

Section 9.1 Corporate Records. Pursuant to 13-C M.R.S. § 1601, the corporation shall keep as permanent records minutes of all meetings of its shareholders and Board, a record of all actions taken by the shareholders or Board without a meeting, and a record of all actions taken by a committee of the Board in place of the Board on behalf of the corporation. The corporation shall maintain appropriate accounting records and a record of its shareholders in a form that permits preparation of a list of the names and addresses of all shareholders in alphabetical order by class of shares showing the number and class of shares held by each.

Section 9.2 Records to Be Kept Available. The corporation shall keep a copy of the records identified in 13-C M.R.S. § 1601 (including the Articles, these Bylaws, certain resolutions, minutes of shareholder meetings and records of shareholder actions for the past three years, certain written communications to shareholders, a list of the names and business addresses of the current directors and officers, and the most recent annual report delivered to the Secretary of State) at its principal office.

Section 9.3 Shareholder Inspection Rights. A shareholder is entitled to inspect and copy corporate records in accordance with, and subject to the conditions and procedures of, 13-C M.R.S. §§ 1602 and 1603, including, for certain records, the requirement of a written demand made in good faith and for a proper purpose that describes with reasonable particularity the purpose and the records desired, where the records are directly connected with the stated purpose.

Section 9.4 Financial Statements. Upon the written request of a shareholder, the corporation shall furnish that shareholder its most recent annual financial statements as and to the extent required by 13-C M.R.S. § 1604.

Section 9.5 Annual Report. The corporation shall deliver to the Maine Secretary of State the annual report required by 13-C M.R.S. § 1621, and shall maintain a copy with its corporate records.

ARTICLE X — CORPORATE SEAL, FISCAL YEAR, AND GENERAL PROVISIONS

Section 10.1 Corporate Seal. The corporation may, but need not, have a corporate seal in such form as the Board may determine. The use or nonuse of a corporate seal does not affect the validity of any instrument.

Section 10.2 Fiscal Year. The fiscal year of the corporation shall end on [____________________] of each year, or on such other date as the Board may determine by resolution.

Section 10.3 Form of Records. The corporation may maintain its records in any form (including electronic form) capable of conversion into written form within a reasonable time, consistent with 13-C M.R.S. § 1601.

Section 10.4 Conflict with Articles or Act. In the event of any conflict between these Bylaws and the Articles or the Act, the Articles or the Act, as applicable, shall control.

Section 10.5 Severability. If any provision of these Bylaws is held invalid or unenforceable, the remaining provisions shall continue in full force and effect.

ARTICLE XI — AMENDMENT OF BYLAWS

Section 11.1 Amendment by Board or Shareholders. As provided in 13-C M.R.S. § 1020, the Board may amend or repeal these Bylaws unless (a) the Articles, 13-C M.R.S. § 1021, or 13-C M.R.S. § 1022 reserve that power exclusively to the shareholders in whole or in part, or (b) the shareholders, in amending, repealing, or adopting a particular bylaw, expressly provide that the Board may not amend, repeal, or reinstate that bylaw. The shareholders may amend or repeal these Bylaws even though the Bylaws may also be amended or repealed by the Board.

Section 11.2 Bylaw Increasing Quorum or Voting Requirements for Shareholders. A bylaw that increases a quorum or voting requirement for shareholders or voting groups of shareholders may be adopted, amended, or repealed only as provided in 13-C M.R.S. § 1021.

Section 11.3 Bylaw Increasing Quorum or Voting Requirements for the Board. A bylaw that increases a quorum or voting requirement for the Board may be adopted, amended, or repealed only in the manner provided in 13-C M.R.S. § 1022.

ARTICLE XII — EMERGENCY BYLAWS

Section 12.1 Emergency Bylaws. Pursuant to 13-C M.R.S. § 207, unless the Articles provide otherwise, the Board may adopt emergency bylaws, subject to amendment or repeal by the shareholders, that are operative during an emergency in the conduct of the business of the corporation resulting from an attack on the United States or on a locality in which the corporation conducts its business or customarily holds meetings of its Board or shareholders, or during any nuclear or atomic disaster, or during the existence of any catastrophe or other similar emergency condition, as a result of which a quorum of the Board or a committee of the Board cannot readily be convened for action.

Section 12.2 Notice and Quorum During Emergency. The emergency bylaws may make any provision that may be practical and necessary for the circumstances of the emergency, including provisions that: (a) a meeting of the Board or a committee may be called by any officer or director in such manner and under such notice as is feasible at the time; and (b) the director or directors in attendance at the meeting, or any greater number fixed by the emergency bylaws, constitute a quorum.

Section 12.3 Lines of Succession; Relocation. The emergency bylaws may provide lines of succession for officers and directors in the event that any of them are rendered incapable of discharging their duties, and may provide for the relocation of the principal office, the designation of alternative offices, or both, consistent with 13-C M.R.S. § 207.

Section 12.4 Effect; Liability. Corporate action taken in good faith in accordance with the emergency bylaws binds the corporation and may not be used to impose liability on a director, officer, employee, or agent of the corporation. To the extent not inconsistent with any emergency bylaws so adopted, these Bylaws remain in effect during the emergency, and upon termination of the emergency the emergency bylaws cease to be operative.

CERTIFICATION / SECRETARY'S ADOPTION BLOCK

The undersigned, being the duly elected and acting Secretary of [____________________], a Maine corporation, hereby certifies that the foregoing Bylaws were adopted as the Bylaws of the corporation by [the incorporator(s) / the board of directors] pursuant to 13-C M.R.S. §§ 205 and 206 on [__/__/____], and that such Bylaws have not been amended or repealed and remain in full force and effect as of the date set forth below.

Dated: [__/__/____]

____________________________________
[____________________], Secretary

SOURCES AND REFERENCES

• Maine Business Corporation Act, 13-C M.R.S. § 101 et seq.
• 13-C M.R.S. § 205 (organization of corporation); § 206 (bylaws); § 207 (emergency bylaws)
• 13-C M.R.S. § 401 (corporate name); § 501 (registered office and registered agent)
• 13-C M.R.S. §§ 621 to 627 (issuance of shares; share certificates; uncertificated shares; transfer restrictions); § 640 (distributions to shareholders)
• 13-C M.R.S. §§ 701 to 709 (annual and special meetings; court-ordered meeting; action without meeting; notice; waiver; record date; remote participation)
• 13-C M.R.S. §§ 721 to 730 (shareholders lists; voting entitlement; proxies; acceptance of votes; quorum and voting for voting groups; action by voting groups; greater requirements; election of directors)
• 13-C M.R.S. §§ 801 to 811 (board: powers; qualifications; number; election; terms; staggered terms; resignation; removal; vacancies; compensation)
• 13-C M.R.S. §§ 821 to 825 and § 825-A (board meetings; action without meeting; notice; waiver; quorum and voting; committees)
• 13-C M.R.S. §§ 830 to 832 (general standards for directors; reliance; conflicting interest transactions)
• 13-C M.R.S. §§ 841 to 843 (officers; duties; standards of conduct for officers; resignation and removal)
• 13-C M.R.S. §§ 851 to 859 (indemnification and advance for expenses): § 852 (permissible indemnification; standard of conduct; limits); § 853 (mandatory indemnification); § 854 (advance for expenses; written affirmation and undertaking); § 855 (court-ordered indemnification); § 856 (determination and authorization); § 857 (officers); § 858 (insurance)
• 13-C M.R.S. §§ 1020 to 1022 (amendment of bylaws; bylaws increasing quorum/voting requirements)
• 13-C M.R.S. §§ 1601 to 1604 (corporate records; inspection rights; financial statements); § 1621 (annual report)