Maine Corporate Bylaws

Maine Corporate Laws

• Corporate Tax: Maine imposes a tax on corporations in several specifically divided tiers with each tier requiring a definitive percent of the corporation’s net income.^[2]
  • 0-$350,000 – 3.5%
    $350,000 – 1,050,000 – $12,250 + 7.93% on everything over $350,000
    $1,050,000 – $3,500,000 – $67,760 + 8.33% on everything over $1,050,000
    $3,500,000 or More – $271,845 + 8.93% on everything over $3,500,000
• Board: Corporations institute their board of directors at the first organizational meeting to “complete the organization of the corporation” accordingly.^[3]
  • Number – At least three directors sit on the board, but bylaws can “regulate the size of the board.”^[4]
  • Qualifications – Bylaws determine director qualifications, such as being a “resident of this state or a shareholder.”^[5]
  • Terms – The initial directors serve until they “expire at the first shareholder meeting.”^[6]
  • Staggered Terms – Corporations alternate the board elections by dividing the number of directors into equal parts of “2 or 3 groups,” thus giving each a different election year.^[7]
  • Fiduciary Duty –The directors of a corporation are under an obligation, as well as the assumption, that every director acts in the corporation’s best interest “when discharging the duties” of their office.^[8]
• Officers: Corporations appoint officers through their board of directors or bylaws and generally “has the offices described in its bylaws.”^[9]
• Meetings: Generally, regular director meetings are held with or without notice, while special meetings “must be preceded by at least 2 days’ notice”^[10]
• Quorum: The articles of incorporation can set a quorum, but if the bylaws do not set a greater number, a quorum consists of a majority of directors present or, if fixed, the majority of the “prescribed number.”^[11]
• Emergency Bylaws: A distinct set of bylaws to enact during “some catastrophic event” that prevents the board from organizing normally can be instituted during an emergency.^[12]