How many board members does a Maine nonprofit need?

Maine requires a minimum of 3 directors. Section 702(1) says "the number of directors of a corporation shall not be less than 3." Subject to that floor, the bylaws or the articles of incorporation fix the number or a maximum and minimum number, and in the absence of a bylaw the number stated in the articles governs. A decrease in the number does not shorten a sitting director's term. Section 701 adds that directors need not be residents of Maine or members of the corporation unless the articles or bylaws require it. Three is the floor for every Maine nonprofit corporation, but a public benefit corporation faces a second limit on who may fill those seats: section 713-A(2) says "no more than 49% of the individuals on the board of directors of a public benefit corporation may be financially interested persons."

What is the quorum requirement for a Maine nonprofit board?

Section 706(1) says "a majority of the number of directors fixed by the bylaws, or in the absence of a bylaw fixing the number of directors, then of the number stated in the articles of incorporation, shall constitute a quorum for the transaction of business, unless otherwise provided in the articles of incorporation or the bylaws, but in no event shall a quorum consist of less than 1/5 of the number of directors so fixed or stated." One fifth is an unusually low floor, and the articles or bylaws can move the quorum in either direction so long as they stay above it. The act of a majority of the directors present at a meeting at which a quorum is present is the act of the board, unless the act of a greater number is required by the act, the articles, or the bylaws.

How long can a Maine nonprofit board member serve?

Section 702(2) says directors after the first board "shall be elected or appointed in the manner and for the terms provided in the articles of incorporation or by the bylaws," and that "in the absence of a provision fixing the term of office, the term of office of a director shall be for one year." Title 13-B sets no maximum term. Section 702(3) allows directors to be divided into classes with terms that need not be uniform, and says each director holds office for the term to which the director was elected or appointed and until a successor has been elected or appointed and qualified.

Maine Nonprofit Board Requirements (2026)

What the statute requires

Governing statute: Maine Nonprofit Corporation Act, 13-B M.R.S. sections 101 to 1406
Minimum directors: 3. Section 702(1) says "the number of directors of a corporation shall not be less than 3." Subject to that floor, the bylaws or the articles of incorporation fix the number or a maximum and minimum number, and in the absence of a bylaw the number stated in the articles governs. A decrease in the number does not shorten a sitting director's term. Section 701 adds that directors need not be residents of Maine or members of the corporation unless the articles or bylaws require it. Three is the floor for every Maine nonprofit corporation, but a public benefit corporation faces a second limit on who may fill those seats: section 713-A(2) says "no more than 49% of the individuals on the board of directors of a public benefit corporation may be financially interested persons."
Term length: Section 702(2) says directors after the first board "shall be elected or appointed in the manner and for the terms provided in the articles of incorporation or by the bylaws," and that "in the absence of a provision fixing the term of office, the term of office of a director shall be for one year." Title 13-B sets no maximum term. Section 702(3) allows directors to be divided into classes with terms that need not be uniform, and says each director holds office for the term to which the director was elected or appointed and until a successor has been elected or appointed and qualified.
Term limits: Not specified by statute.
Quorum: Section 706(1) says "a majority of the number of directors fixed by the bylaws, or in the absence of a bylaw fixing the number of directors, then of the number stated in the articles of incorporation, shall constitute a quorum for the transaction of business, unless otherwise provided in the articles of incorporation or the bylaws, but in no event shall a quorum consist of less than 1/5 of the number of directors so fixed or stated." One fifth is an unusually low floor, and the articles or bylaws can move the quorum in either direction so long as they stay above it. The act of a majority of the directors present at a meeting at which a quorum is present is the act of the board, unless the act of a greater number is required by the act, the articles, or the bylaws.
Annual meeting: Section 602(2) says "a meeting shall be held annually at such time as may be provided in the articles of incorporation or bylaws." If the annual meeting is not held for 30 days after the date set in the bylaws or articles, or, where no date is set, for 13 months after the corporation was organized or after its last annual meeting, any person entitled to call a special meeting of the members may call a substitute annual meeting. Section 102(8) matters for a nonprofit with no voting members: "in the case of a corporation without members entitled to vote, references in this Act to acts of members shall be taken to mean acts of directors," so the annual meeting obligation falls on the board. Title 13-B sets no minimum number of board meetings and no statutory notice period for a board meeting. Section 705(1) says board meetings may be held inside or outside Maine "upon such notice as the bylaws may prescribe."
Conflict of interest: Section 718. A conflict-of-interest transaction is "a transaction in which a director or officer of a corporation has a direct or indirect financial interest," and it is not voidable or grounds for liability "if the transaction was fair at the time it was entered into or is approved" under subsection 3 or 4. The rule is stricter for a public benefit corporation. Under subsection 3, the board or a committee may authorize, approve, or ratify the transaction once the material facts and the director's or officer's interest are disclosed to or known by them, but "the transaction may be approved only if it is fair and equitable to the corporation as of the date the transaction is authorized, approved or ratified. The party asserting fairness of any such transaction has the burden of establishing fairness." The same subsection lets the board ask the Attorney General or the Superior Court, in an action joining the Attorney General, to approve the transaction. A mutual benefit corporation gets the lighter route in subsection 4, disclosure plus approval by the board, a committee, or the members. Subsection 5 requires "the affirmative vote of a majority of the directors on the board of directors of the corporation or on a committee of the board who have no direct or indirect interest in the transaction, but a transaction may not be approved under this subsection by a single director." Section 712 is separate and absolute: "no loans shall be made by a corporation to its directors or officers," and any director or officer who assents to or participates in the loan is liable to the corporation for the amount until it is repaid.
Removing a director: Section 704. Read the text rather than the subsection headings, which do not match it. Subsection 1 says that "at a special meeting of members called expressly for that purpose, the entire board of directors or any individual director may be removed, with or without cause, by a vote of the members as provided in this section." Where the board is not classified so that different classes of members elect different directors, removal takes "the affirmative vote of 2/3 of the members entitled to vote for directors," and the articles of incorporation, not the bylaws, may lower that, "but in no case by a vote of less than a majority of members voting on the proposed removal." Where the board is classified, a director may be removed only by two thirds of the members of the class that elected the director, again subject to an articles-based reduction that cannot go below a majority of that class voting. New directors may be elected at the same meeting without separate notice. Section 704-A adds removal by the Superior Court for fraudulent or dishonest conduct, gross abuse of authority or discretion, a violation of section 713-A, or a final judgment finding a breach of a duty under section 712 or sections 717 to 720, on petition by the corporation, by two thirds of the members entitled to vote for that director, or, for a public benefit corporation, by the Attorney General. The court may bar the removed director from serving on a board for a period it prescribes.
Recurring state filing: An annual report goes to the Secretary of State under section 1301, giving the corporation's name and jurisdiction, registered agent information, "the names and business or residence addresses, of the president, the treasurer, the registered agent, the secretary or clerk, and directors of the corporation," a brief statement of the corporation's activities in Maine, and the address of its principal office. The statute leaves the calendar date to the Secretary of State, whose filing page states that "the legal filing deadline is June 1st." Section 1401(31) sets the fee at $35, and section 1401(34) adds $25 for failing to deliver the report by its due date. Under section 1302(1), failing to file the report and pay the fee or penalty leads the Secretary of State to administratively dissolve a domestic corporation. Charitable solicitation is a separate registration handled by a different agency, the Department of Professional and Financial Regulation, under 9 M.R.S. section 5004, which requires a license application at least 30 days before soliciting.

What's particular to Maine

Maine's board quorum floor is one fifth, which is lower than almost anywhere. Section 706(1) lets the articles or bylaws set the quorum wherever they like as long as it never falls below one fifth of the number of directors fixed by the bylaws or stated in the articles. On a fifteen-person board that means three directors could transact business. If that is not what you want, the bylaws have to say so, because the statute will not stop you.

Maine classifies every nonprofit corporation as either a public benefit or a mutual benefit corporation, and the classification is mostly automatic rather than chosen. Under section 1406, a corporation is a public benefit corporation if a statute designates it one, if it is recognized as exempt under section 501(c)(3), or if its articles or bylaws organize it for a public or charitable purpose with a conforming dissolution clause. Everything else is a mutual benefit corporation. The label decides whether the 49 percent cap in section 713-A applies to your board and whether a conflicted transaction has to clear the fairness test in section 718(3) with the burden on whoever asserts fairness.

Section 704's subsection headings say "removal for cause" but the operative text says removal may be "with or without cause." Two more mechanics catch boards out: the vote is two thirds of the members entitled to vote for directors, and the only document that can lower it is the articles of incorporation, not the bylaws. Because section 102(8) reads acts of members as acts of directors in a corporation with no voting members, a board-only Maine nonprofit removes its own directors by that same two-thirds vote.

Two Maine provisions have no real counterpart elsewhere. Section 701 says "boards of directors shall ensure that no employee of the corporation may be terminated for contacting a director or directors" and that "directors may not preclude contact between employees of the corporation and members of the board of directors." And section 701-A requires a nonprofit with an ownership interest in multifamily rental housing to seat at least one current tenant of that housing, to advertise the position to tenants annually if it cannot find one, and to post the tenant director's name and contact information in each building, with an exception for emergency shelter and short-term transitional housing.

This is a summary, not legal advice.

We cite the statute so you can read it yourself, and we last checked these on September 2, 2026. Statutes change, courts interpret them, and your own bylaws may impose stricter rules than the state does. Before you rely on any of this for a decision that matters, have a lawyer licensed in Maine review it.

Knowing the rule is the easy part.

Staying compliant means knowing whose term ends in March, whether you'll still have quorum after it does, and who hasn't signed this year's conflict of interest form. Board Manager tracks all three and tells you before they become a problem.

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Maine nonprofit board requirements

What the statute requires

What's particular to Maine

Knowing the rule is the easy part.

Sources

Other states