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An Act To Amend the Laws Governing the Activity of Certain Nonprofit Corporations
Be it enacted by the People of the State of Maine as follows:
Sec. 1. 13-B MRSA §404, sub-§1, ¶A, as enacted by PL 1977, c. 525, §13, is amended to read:
 
A. Comply with the requirements of sections 104 and 106 and, in the case of the articles of incorporation for a nonprofit corporation exercising operating or administrative authority over the operation of high-voltage electric transmission facilities within this State, section 404-A;
Sec. 2.  13-B MRSA §404-A  is enacted to read:
§ 404-A. Nonprofit corporations exercising operating authority over high-voltage electric transmission lines
 
1.  Filing conditions.     The Secretary of State may not file articles of incorporation under section 404 for a nonprofit corporation exercising operating or administrative authority over the operation of high-voltage electric transmission facilities within this State unless the Secretary of State determines that the nonprofit corporation satisfies the requirements of this section in addition to the other requirements of this chapter. The nonprofit corporation must demonstrate that it has an open and transparent governance structure designed to protect the public's interest. In evaluating whether the nonprofit corporation has met this requirement, the Secretary of State shall consider, among other factors, the following:
 
A.  Whether all meetings of its board of directors are conducted as public proceedings in accordance with Title 1, chapter 13, subchapter 1, and all records of the corporation are available for public inspection as public records in accordance with Title 1, chapter 13, subchapter 1, with the exception of records that fall within an exception to the definition of "public records" under Title 1, section 402, subsection 3;
 
B.  Whether members of the board of directors are selected through a process of public nomination and election;
 
C.  Whether the board of directors includes one or more representatives of consumers of electricity; and
 
D.  Whether the rates, tariffs, rules, practices and activities of the nonprofit corporation are established by a process designed to ensure that such rates, tariffs, rules, practices and activities are just and reasonable.
 
The Secretary of State shall take into account any determination of the Public Utilities Commission as to whether the nonprofit corporation has an open and transparent governance structure designed to protect the public's interest.
Sec. 3. 13-B MRSA §1201, sub-§1, as enacted by PL 1977, c. 525, §13, is amended to read:
 
1. Authorization needed.   Except as provided in section 1215, noa foreign corporation shallmay not carry on activities in this State until it shall havehas been authorized to do so as provided in this chapter, or as provided by some other public law of this State. AExcept as provided in section 1202, subsection 3, a foreign corporation shallmay not be denied authority to carry on activities in this State solely because the laws of the jurisdiction of its incorporation differ from the laws of this State with respect to the organization and internal affairs of the corporation. For purposes of this chapter, exercising operating or administrative authority over the operation of high-voltage electric transmission facilities within this State constitutes carrying on activities in this State.
Sec. 4.  13-B MRSA §1202, sub-§3  is enacted to read:
 
3.  Foreign corporations exercising operating authority over high-voltage electric transmission facilities; special certificate required.     A foreign corporation exercising operating or administrative authority over the operation of high-voltage electric transmission facilities within this State must comply with the requirements of this subsection in addition to the other requirements of this chapter in order to carry on its activities in this State. As part of its application to carry on its activities in this State, the corporation must file a certificate signed by a duly authorized officer affirming that the corporation has an open and transparent governance structure designed to protect the public's interest, including that the corporation agrees to and will comply with the following:
 
A.  That all meetings of its board of directors are conducted as public proceedings in accordance with Title 1, chapter 13, subchapter 1 and all records of the corporation are available for public inspection as public records in accordance with Title 1, chapter 13, subchapter 1, with the exception of records that fall within an exception to the definition of "public records" under Title 1, section 402, subsection 3;
 
B.  That members of the board of directors are selected through a process of public nomination and election;
 
C.  That the board of directors includes one or more representatives of consumers of electricity; and
 
D.  That the rates, tariffs, rules, practices and activities of the corporation are established by a process designed to ensure that such rates, tariffs, rules, practices and activities are just and reasonable.
 
Upon receipt of the certificate, the Secretary of State shall evaluate whether the applicant foreign corporation has an open and transparent governance structure designed to protect the public's interest. In performing this evaluation, the Secretary of State shall also consider factors including any determination of the Public Utilities Commission as to whether the foreign corporation has an open and transparent governance structure designed to protect the public's interest. The Secretary of State may not accept for filing an application from a foreign corporation exercising authority over high-voltage electric transmission facilities within the State for authority to carry out its activities in this State unless the Secretary of State concludes that the applicant foreign corporation has an open and transparent governance structure designed to protect the public's interest.
Sec. 5. 13-B MRSA §1203, sub-§1, as enacted by PL 1977, c. 525, §13, is amended to read:
 
1. Filing of application for authorization to carry on activities.   Upon filing by the Secretary of State of the application for authority and in the case of a foreign corporation governed by section 1202, subsection 3, meeting all the requirements of section 1202, subsection 3, the foreign corporation shallmust be authorized to carry on activities in this State, and may carry on any activities:
 
A. WhichThat it is authorized to carry on in the jurisdiction of its incorporation; and
 
B. WhichThat may be carried on by a domestic corporation organized under this Act, unless in its application for authority, the corporation expressly limited itself to a lesser number or type of activities, in which case the corporation may carry on the affairs to which it so limited its application if such affairs qualify under this paragraph and paragraph A.
Sec. 6. 13-B MRSA §1301, sub-§1, ¶D, as enacted by PL 2007, c. 323, Pt. B, §27 and affected by Pt. G, §4, is amended to read:
 
D. A brief statement of the character of the activities in which the domestic or foreign corporation is actually engaged in this State, if any; and
Sec. 7. 13-B MRSA §1301, sub-§1, ¶E, as enacted by PL 2007, c. 323, Pt. B, §27 and affected by Pt. G, §4, is amended to read:
 
E. The address of its principal office, wherever located.; and
Sec. 8.  13-B MRSA §1301, sub-§1, ¶F  is enacted to read:
 
F.  In the case of a corporation exercising operating or administrative authority over the operation of high-voltage electric transmission facilities within this State, a certificate signed by a duly authorized officer affirming that the corporation has an open and transparent governance structure designed to protect the public's interest, including that the corporation agrees to and will comply with the following:
 
(1) That all meetings of its board of directors are conducted as public proceedings in accordance with Title 1, chapter 13, subchapter 1 and all records of the corporation are available for public inspection as public records in accordance with Title 1, chapter 13, subchapter 1, with the exception of records that fall within an exception to the definition of "public records" under Title 1, section 402, subsection 3;
 
(2) That members of the board of directors are selected through a process of public nomination and election;
 
(3) That the board of directors includes one or more representatives of consumers of electricity; and
 
(4) That the rates, tariffs, rules, practices and activities of the corporation are established by a process designed to ensure that such rates, tariffs, rules, practices and activities are just and reasonable.
 
SUMMARY
This bill requires a nonprofit corporation exercising operating or administrative authority over the operation of high-voltage electric transmission facilities within this State to demonstrate that it has an open and transparent governance structure designed to protect the public's interest in order for the Secretary of State to file such corporation's articles of incorporation. The bill provides factors the Secretary of State shall consider in evaluating such a showing. The bill also requires a corporation exercising operating or administrative authority over the operation of high-voltage electric transmission facilities within this State to include a certification in its annual report that it has an open and transparent governance structure designed to protect the public's interest. The bill also provides that carrying on activities includes operating high-voltage transmission lines within the State. The bill also provides that a foreign corporation exercising operating or administrative authority over the operation of high-voltage electric transmission facilities within this State must file a certificate signed by a duly authorized officer affirming that the corporation has an open and transparent governance structure designed to protect the public's interest and that it will meet certain criteria in order to obtain authority to carry on its activities in this State. The bill also clarifies that a foreign corporation is not authorized to carry on activities in this State unless the Secretary of State has filed an application for authority by such corporation meeting all the requirements of the Maine Revised Statutes, Title 13-B, section 1202.