CHAPTER 523
H.P. 1283 - L.D. 1761
Be it enacted by the People of the State of Maine as follows:
Sec. 1. 13 MRSA §903, as corrected by RR 1993, c. 1, §39, is repealed and the following enacted in its place:
§903. Certificate of organization
The incorporators shall prepare, sign, date and deliver for filing with the Secretary of State a certificate of organization setting forth the name, location, officers and directors, trustees or managing board and purposes of the corporation. The certificate must clearly state that the corporation is not organized for profit and that no property or profit of the corporation inures to the benefit of any person, partnership or corporation except in furtherance of the benevolent or nonprofit purposes of the corporation. Once the Secretary of State has filed the certificate of organization, the corporation may carry on activities pursuant to this chapter.
Sec. 2. 13 MRSA §§907 and 908 are enacted to read:
§907. Filing duty of the Secretary of State
If a certificate delivered for filing with the Secretary of State satisfies the requirements of this chapter, the Secretary of State shall file the certificate. The date of filing is the date of receipt by the Secretary of State. After filing any certificate under this chapter, the Secretary of State shall deliver to the corporation or its representative a copy of the document with an acknowledgement of the date of filing.
§908. Fees for filing certificates
A fee of $5 must be submitted with any certificate required or permitted to be filed with the Secretary of State under this chapter.
Sec. 3. 13 MRSA §931, as corrected by RR 1991, c. 2, §40, is amended to read:
§931. Powers; change of name; proceedings; fee
The incorporators shall adopt a corporate name, and they, their associates and successors may have continual succession; have a common seal; elect all necessary officers; adopt bylaws not inconsistent with law and enforce the same by suitable penalties; have the same rights and be under the same liabilities as other corporations in prosecuting and defending civil actions; and enjoy all other rights, privileges and immunities of a legal corporation. Any corporation organized under this subchapter may by a majority vote, at a legal meeting of its members at which at least 25% are present, or at a legal meeting of its directors, trustees or managing board, however designated, change its name and adopt a new one, a . A notice of the intention to change the name to must be given in the call for the meeting. When the proceedings of such the meeting relating to such the change of name, are certified by the clerk or secretary of the corporation, are returned to the office of the corporation shall deliver for filing with the Secretary of State to be recorded, the a certificate of name is changed change signed and dated by the clerk or secretary of the corporation. A fee of $5 must accompany the certificate. The corporation, under its new name, has the same rights, powers and privileges, and is subject to the same duties, obligations and liabilities as before, and holds and is entitled to the same property and property rights as it held under its former name, and may sue or be sued by its new name, but no action brought against it by its former name may be defeated on that account. A certificate of the change of the name of such corporation must be filed by the clerk or secretary of the corporation in the registry of deeds in the county in which the corporation has its location within 20 days after the proceedings of the meeting are returned to the office of the Secretary of State. No fee is required by the Secretary of State for the filing, but the registry of deeds must receive for recording such certificate the fee of 50¢. This section does not apply to corporations organized under or governed by Title 13-B.
Sec. 4. 13 MRSA §934, as amended by PL 1977, c. 592, §4, is further amended to read:
In addition to any other method provided by law, a corporation organized without capital stock under this chapter, including specially chartered churches, but not other specially chartered corporations, may change the number of its officers, directors, trustees or members of its managing board, however designated, and change its purposes by altering, abridging or enlarging the same, and make any other changes in its certificate of organization as originally filed or subsequently amended that may be desired, provided if such changes would be proper to insert in an original certificate of organization. Such The change shall must be made by vote of a majority of those members with voting rights present at, or if the corporation shall have no does not have members with voting rights, then by a majority vote of its whole board of directors, or trustees or managing board, however designated, taken at any legal meeting, the . The notice of which the meeting shall must give notice of the proposed action. The procedures established in the law relating to corporations organized with capital stock as to the filing or recording of certificates, articles or other documents with the Secretary of State or in any other place in order to make effective changes in their certificates of organization or articles of incorporation shall apply to corporations organized without capital stock, except that such certificates, articles or other documents may be appropriately altered to reflect the fact that the corporate action reflected therein is not taken by stockholders, and may be certified by the Secretary of State and filed with the Secretary of State even though a change of purposes contained therein will result in such corporation becoming charitable in nature and thus exempt from taxation. This section shall not apply to corporations organized under or governed by Title 13-B. If the corporation amends any provision of any certificate filed with the Secretary of State, the corporation must promptly deliver for filing with the Secretary of State a certificate of amendment signed and dated by the clerk or secretary of the corporation.
Sec. 5. 13 MRSA §937, as amended by PL 1977, c. 592, §5, is further amended to read:
Except as provided in section 938, any corporation organized without capital stock under this chapter may be dissolved in the same manner and with the same effect as a corporation organized with capital stock, and by using the procedures governing the dissolution of corporations organized with capital stock shall apply to the dissolution of corporations organized without capital stock set forth in Title 13-B, chapter 11 and deliver for filing with the Secretary of State the required certificates, signed and dated by the clerk or secretary of the corporation. Solely for the purposes of this section and the dissolution of a corporation organized without capital stock under this chapter, each member with voting rights of such the corporation, or if such the corporation has no does not have members with voting rights, each director, trustee or member of the managing board, however designated, shall be considered and deemed to be a stockholder holding has one share of voting stock vote for the purposes of calling, noticing, conducting and holding meetings and voting thereat at those meetings, and for the purpose of commencing or otherwise participating as a party in civil actions in respect of dissolution, but for no other purposes. In addition to other parties who may commence or participate in such civil actions as provided in the law relating to corporations organized with capital stock under this chapter, the Attorney General may commence, or otherwise participate in, any civil action relating to the dissolution of any corporation organized without capital stock under this chapter. Any certificate, articles or other documents required or permitted to be filed or recorded with the Secretary of State or in any other place by the laws relating to the dissolution of corporations organized with capital stock may be filed or recorded with the Secretary of State or in such other places by a corporation organized without capital stock or by any appropriate officer thereof, with such changes therein as may be appropriate or needful on account of such corporation not having capital stock or stockholders. A fee of $5 shall be payable to the Secretary of State on account of the filing of each such certificate, article or other document. This section shall not apply to corporations organized under or governed by Title 13-B.
Sec. 6. 13 MRSA §938, as amended by PL 1977, c. 592, §6, is further amended to read:
In case of the dissolution of a corporation organized without capital stock pursuant to section 937 or any other provision of law, the assets of the corporation remaining after the payment of all of its debts shall must be distributed in the manner and to the persons, firms, associations, corporations, trusts or other legal entities provided in its certificate of organization or any amendment thereto, provided that; however, the assets of a charitable corporation which that is dissolved shall may not be devoted to other than charitable purposes. In the case of the dissolution of a corporation organized without capital stock under this chapter other than a charitable corporation, unless contrary provision is made in its certificate of organization or any amendment thereto, the assets of the corporation remaining after the payment of its debts shall must be distributed equally to its members. No provision of law relating to the distribution of assets of corporations organized with capital stock shall have any application to the distribution of assets of corporations organized without capital stock. This section shall not apply to corporations organized under or governed by Title 13-B.
Sec. 7. 13 MRSA §961, as amended by PL 1977, c. 592, §8, is repealed and the following enacted in its place:
Any 2 or more corporations organized under this chapter may consolidate into a single corporation, which may be either one of the corporations or a new corporation under the laws of this State to be formed by means of the consolidation. The consolidation may be effected by vote of the directors, trustees or managing board, however designated, of each of those corporations at a legal meeting thereof ratifying a proposed agreement of consolidation. The resulting corporation shall deliver for filing with the Secretary of State a certificate of consolidation signed and dated by the clerk or secretary of the corporation. When the certificate of consolidation is filed, the separate existence of all of the constituent corporations, or of all of the constituent corporations except the one into which the constituent corporations have been consolidated, ceases and the constituent corporations, whether consolidated into a new corporation or merged into one of the constituent corporations, as the case may be, become the consolidated corporation by the name provided in the agreement, possessing all the rights, privileges, powers, franchises and immunities of a public and private nature and being subject to all the liabilities, restrictions and duties of each of those corporations so consolidated, and all the rights, privileges, powers, franchises and immunities of each of those constituent corporations, and all real, personal and mixed property of those constituent corporations, all debts due to any of those constituent corporations on whatever account and all other things in action of or belonging to each of those constituent corporations are vested in the consolidated corporation. All property, rights, privileges, powers, franchises, immunities and all other interests are thereafter the property of the consolidated corporation in the same manner as they were of the several and respective constituent corporations, and the title to any real estate, whether by deed or otherwise vested under the laws of this State in any of those constituent corporations, may not revert or in any way be impaired by reason of the consolidation. All rights of creditors and all liens upon the property of any of those constituent corporations are preserved unimpaired, limited to the property affected by such liens at the time of the consolidation, and all debts, liabilities and duties of the respective constituent corporations henceforth attach to the consolidated corporation and may be enforced against it to the same extent as if those debts, liabilities and duties had been incurred or contracted by it.
Sec. 8. 13 MRSA §981-A, as amended by PL 1993, c. 316, §9, is repealed and the following enacted in its place:
§981-A. Acknowledgement of previously unrecognized corporations
An existing nonprofit corporation that is not currently recognized by the Secretary of State may prepare, sign, date and deliver for filing with the Secretary of State a certificate of organization setting forth the original name, the date, place and purpose of the incorporation, any subsequent changes to the corporate name and the current name, location and officers of the corporation. If the Secretary of State by examination of the corporate records or other substantial evidence finds that the corporation was formed, the Secretary of State shall file the certificate of organization.
Sec. 9. 13 MRSA §3025, as amended by PL 1977, c. 696, §158, is repealed and the following enacted in its place:
§3025. Filing of certificate; change of name; filing duty of the Secretary of State
1. Certificate. The clerk, treasurer and a majority of the board of trustees of every independent local church incorporated under sections 3021 to 3024 shall prepare, sign, date and deliver for filing with the Secretary of State a certificate of incorporation, in the format approved by the Secretary of State, setting forth the name of the church, the town or city where the church is located and the number and names of the members of its board of trustees. A filing fee of $5 must accompany the certificate.
2. Change of certificate. The name of any incorporated church or any other provision in the certificate of incorporation filed under subsection 1 may be changed by vote in a legal meeting duly called for this purpose. The clerk or other duly authorized officer of the corporation shall prepare, sign, date and deliver for filing with the Secretary of State a certificate, in the format approved by the Secretary of State, setting forth the name of the church, the town or city where the church is located, the date and the nature of the change and a statement that a majority of the members or trustees authorized the change. A filing fee of $5 must accompany the certificate.
3. Filing certificate. If a certificate delivered for filing with the Secretary of State pursuant to this section satisfies the requirements of this chapter, the Secretary of State shall file the certificate. The date of filing is the date of receipt by the Secretary of State. After filing any certificate under this chapter, the Secretary of State shall deliver to the corporation or its representative a copy of the document with an acknowledgement of the date of filing.
Effective July 30, 2004, unless otherwise indicated.
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