APPROVED CHAPTER
JUNE 21, 2021 304
BY GOVERNOR PUBLIC LAW
STATE OF MAINE
_____
IN THE YEAR OF OUR LORD
TWO THOUSAND TWENTY-ONE
_____
S.P. 271 - L.D. 683
An Act To Allow Maine Nonprofit Corporations To Hold Meetings
Electronically
Be it enacted by the People of the State of Maine as follows:
Sec. 1. 13-B MRSA §602, sub-§1, as enacted by PL 1977, c. 525, §13, is amended
to read:
1. Where held; remote communication. Meetings of members, if any, may be held
at such place, either within or without this State, as may be provided in the bylaws or at
such place reasonably convenient to members, as determined by the board of directors. In
the absence of any such provision, all meetings shall must be held at the registered office
of the corporation in this State or, in the discretion of the board of directors, a meeting may
be held entirely through means of remote communication without a specific site for the
meeting or partially through means of remote communication with those members
attending in person at the location provided in the meeting notice. The board of directors
may, in its discretion, adopt guidelines and procedures authorizing members who are not
physically present at a meeting of members to, by means of remote communication:
A. Participate in a meeting of members; and
B. Be deemed present in person for quorum purposes and vote at a meeting of
members, whether such meeting is to be held at a designated place or entirely or
partially through means of remote communication, only if:
(1) The corporation has implemented reasonable measures to verify each person
participating remotely is a member or proxy holder of a member;
(2) The corporation has implemented procedures to accommodate remote
communication; and
(3) If any member or proxy holder votes or takes other action at the meeting by
means of remote communication, a record of such vote or other action is
maintained by the corporation.
For the purposes of this chapter, "remote communication" means reasonable measures that
provide the members or their proxy holders a reasonable opportunity to participate in the
meeting and to vote on matters submitted to the members, including an opportunity to
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communicate and to read or hear the proceedings of the meeting, substantially concurrently
with the proceedings, when not attending in person.
Sec. 2. 13-B MRSA §604, sub-§5, as enacted by PL 2019, c. 200, §2, is amended
to read:
5. Voting by electronic transmission; voting remotely. The bylaws may provide,
or the board of directors or members may determine, that some or all votes by members, as
well as actions taken in accordance with section 606, may be conducted by electronic
transmission under procedures established by the corporation. If the board of directors
adopts guidelines and procedures under section 602, subsection 1 authorizing members to
vote by means of remote communication, votes may be conducted remotely. A vote
conducted by electronic transmission or remotely must be filed with the minutes of
members' meetings and has the same effect as an in-person vote or a vote by proxy, and
votes conducted remotely must be counted for quorum purposes.
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Statutes affected:
Bill Text LD 683, SP 271: 13-B.602, 13-B.604
Bill Text ACTPUB , Chapter 304: 13-B.602, 13-B.604