Mont. Code Ann. § 35-14-625 — MT Code / Title 35 / Chapter 14 / Part 6 / Section 35-14-625
35-14-625 Certificates -- form -- content
Status: in_force

35-14-625 . Certificates -- form -- content. (1) Shares may be, but need not be, represented by certificates. Unless this chapter or another statute expressly provides otherwise, the rights and obligations of shareholders are identical regardless of whether their shares are represented by certificates.

(2) At a minimum, each share certificate must state on its face:

(a) the name of the corporation and that it is organized under the law of this state;

(b) the name of the person to whom issued; and

(c) the number and class of shares and the designation of the series, if any, the certificate represents.

(3) If the corporation is authorized to issue different classes of shares or series of shares within a class, the front or back of each certificate must summarize:

(a) the preferences, rights, and limitations applicable to each class and series;

(b) any variations in preferences, rights, and limitations among the holders of the same class or series; and

(c) the authority of the board of directors to determine the terms of future classes or series. Alternatively, each certificate may state conspicuously on its front or back that the corporation will furnish the shareholder this information on request in writing and without charge.

(4) Each share certificate must be signed by two officers designated in the bylaws.

(5) If the person who signed a share certificate no longer holds office when the certificate is issued, the certificate is nevertheless valid.
Mont. Code Ann. § 35-14-824 — MT Code / Title 35 / Chapter 14 / Part 8 / Section 35-14-824
35-14-824 Quorum and voting
Status: in_force

35-14-824 . Quorum and voting. (1) Unless the articles of incorporation or bylaws provide for a greater or lesser number or unless otherwise expressly provided in this chapter, a quorum of a board of directors consists of a majority of the number of directors specified in or fixed in accordance with the articles of incorporation or bylaws.

(2) The quorum of the board of directors specified in or fixed in accordance with the articles of incorporation or bylaws may not consist of less than one-third of the specified or fixed number of directors.

(3) If a quorum is present when a vote is taken, the affirmative vote of a majority of directors present is the act of the board of directors unless the articles of incorporation or bylaws require the vote of a greater number of directors or unless otherwise expressly provided in this chapter.

(4) A director who is present at a meeting of the board of directors or a committee when corporate action is taken is considered to have assented to the action taken unless:

(a) the director objects, at the beginning of the meeting or promptly upon arrival, to holding it or transacting business at the meeting;

(b) the dissent or abstention from the action taken is entered in the minutes of the meeting; or

(c) the director delivers written notice of the director's dissent or abstention to the presiding officer of the meeting before its adjournment or to the corporation immediately after adjournment of the meeting. The right of dissent or abstention is not available to a director who votes in favor of the action taken.
Mont. Code Ann. § 35-14-124 — MT Code / Title 35 / Chapter 14 / Part 1 / Section 35-14-124
35-14-124 Correcting filed document
Status: in_force

35-14-124 . Correcting filed document. (1) A document filed by the secretary of state pursuant to this chapter may be corrected if:

(a) the document contains an inaccuracy;

(b) the document was defectively signed, attested, sealed, verified, or acknowledged; or

(c) the electronic transmission was defective.

(2) A document is corrected:

(a) by preparing articles of correction that:

(i) describe the document, including its filing date, or attach a copy of it to the articles of correction;

(ii) specify the inaccuracy or defect to be corrected; and

(iii) correct the inaccuracy or defect; and

(b) by delivering the articles of correction to the secretary of state for filing.

(3) Articles of correction are effective on the effective date of the document they correct except as to persons relying on the uncorrected document and adversely affected by the correction. As to those persons, articles of correction are effective when filed.
Mont. Code Ann. § 35-2-429 — MT Code / Title 35 / Chapter 2 / Part 4 / Section 35-2-429
35-2-429 Call and notice of meetings
Status: in_force

35-2-429 . Call and notice of meetings. (1) Unless the articles or bylaws provide otherwise or unless the provisions of subsection (3) apply, regular meetings of the board may be held without notice.

(2) Unless the articles, bylaws, or subsection (3) provide otherwise, special meetings of the board must be preceded by at least 2 days' notice to each director of the date, time, and place, but not the purpose, of the meeting.

(3) In a corporation without members, any board action to remove a director or to approve a matter that would require approval by the members if the corporation had members is not valid unless each director is given at least 7 days' written notice that the matter will be voted upon at a directors' meeting or unless notice is waived pursuant to 35-2-430 .

(4) Unless the articles or bylaws provide otherwise, the presiding officer of the board, the president, or 20% of the directors then in office may call and give notice of a meeting of the board.
Mont. Code Ann. § 35-21-804 — MT Code / Title 35 / Chapter 21 / Part 8 / Section 35-21-804
35-21-804 Incorporation required to transact business
Status: in_force

35-21-804 . Incorporation required to transact business. It is unlawful to engage in the business of a mausoleum-columbarium authority in this state except as an organized nonprofit corporation.
Mont. Code Ann. § 35-10-619 — MT Code / Title 35 / Chapter 10 / Part 6 / Section 35-10-619
35-10-619 Purchase of dissociated partner's interest
Status: in_force

35-10-619 . Purchase of dissociated partner's interest. (1) If a partner is dissociated from a partnership without resulting in a dissolution and winding up of the partnership business under 35-10-624 , the partnership shall cause the dissociated partner's interest in the partnership to be purchased for a buyout price determined pursuant to subsection (2).

(2) (a) The buyout price of a dissociated partner's interest is the amount that would have been distributable to the dissociating partner under 35-10-629 (2) if on the date of dissociation the assets of the partnership were sold at a price equal to the greater of:

(i) the liquidation value; or

(ii) the value based on a sale of the entire business as a going concern without the dissociated partner and the partnership were wound up as of that date.

(b) In either case, the selling price of the partnership assets must be determined on the basis of the amount that would be paid by a willing buyer to a willing seller, neither being under any compulsion to buy or sell, and with knowledge of all relevant facts. Interest must be paid from the date of dissociation to the date of payment.

(3) Damages for wrongful dissociation under 35-10-617 (2) and all other amounts owing, whether or not presently due, from the dissociated partner to the partnership must be offset against the buyout price. Interest must be paid from the date the amount owed becomes due to the date of payment.

(4) A partnership shall indemnify a dissociated partner against all partnership liabilities incurred before the dissociation, except liabilities then unknown to the partnership, and against all partnership liabilities incurred after the dissociation, except liabilities incurred by an act of the dissociated partner under 35-10-620 . For purposes of this subsection, a liability not known to a partner other than the dissociated partner is not known to the partnership.

(5) If no agreement for the purchase of a dissociated partner's interest is reached within 120 days after a written demand for payment, the partnership shall pay or cause to be paid in cash to the dissociated partner the amount the partnership estimates to be the buyout price and accrued interest, reduced by any offsets and accrued interest under subsection (3).

(6) If a deferred payment is authorized under subsection (8), the partnership may tender a written offer to pay the amount it estimates to be the buyout price and accrued interest, reduced by any offsets under subsection (3), stating the time of payment, the amount and type of security for payment, and the other terms and conditions of the obligation.

(7) The payment or tender required by subsection (5) or (6) must be accompanied by the following:

(a) a statement of partnership assets and liabilities as of the date of dissociation;

(b) the latest available partnership balance sheet and income statement, if any;

(c) an explanation of how the estimated amount of the payment was calculated; and

(d) written notice that the payment is in full satisfaction of the obligation to purchase unless, within 120 days after the written notice, the dissociated partner commences an action to determine the buyout price, any offsets under subsection (3), or other terms of the obligation to purchase.

(8) A partner who wrongfully dissociates before the expiration of a definite term or the completion of a particular undertaking is not entitled to payment of any portion of the buyout price until the expiration of the term or completion of the undertaking unless the partner establishes to the satisfaction of the court that earlier payment will not cause undue hardship to the business of the partnership. A deferred payment must be adequately secured and bear interest.

(9) A dissociated partner may maintain an action against the partnership, pursuant to 35-10-409 (2)(b)(ii), to determine the buyout price of that partner's interest, any offsets under subsection (3), or other terms of the obligation to purchase. The action must be commenced within 120 days after the partnership has tendered payment or an offer to pay or within 1 year after written demand for payment if no payment or offer to pay is tendered. The court shall determine the buyout price of the dissociated partner's interest, any offset due under subsection (3), and accrued interest, and enter judgment for any additional payment or refund. If deferred payment is authorized under subsection (8), the court shall also determine the security for payment and other terms of the obligation to purchase. The court may assess reasonable attorney fees and the fees and expenses of appraisers or other experts for a party to the action, in amounts the court finds equitable, against a party that the court finds acted arbitrarily, vexatiously, or not in good faith. The finding may be based on the partnership's failure to tender payment or an offer to pay or to comply with the requirements of subsection (7).
Mont. Code Ann. § 35-14-842 — MT Code / Title 35 / Chapter 14 / Part 8 / Section 35-14-842
35-14-842 Standards of conduct for officers
Status: in_force

35-14-842 . Standards of conduct for officers. (1) An officer, when performing in an official capacity, has the duty to act:

(a) in good faith;

(b) with the care that a person in a like position would reasonably exercise under similar circumstances; and

(c) in a manner the officer reasonably believes to be in the best interests of the corporation.

(2) The duty of an officer includes the obligation:

(a) to inform the superior officer to whom or the board of directors or the board committee to which the officer reports of information about the affairs of the corporation known to the officer within the scope of the officer's functions and known to the officer to be material to the superior officer, board, or committee; and

(b) to inform the officer's superior officer, another appropriate person within the corporation, or the board of directors, or a board committee of any actual or probable material violation of law involving the corporation or any material breach of duty to the corporation by an officer, employee, or agent of the corporation that the officer believes has occurred or is likely to occur.

(3) In discharging the officer's duties, an officer who does not have knowledge that makes reliance unwarranted is entitled to rely on:

(a) the performance of properly delegated responsibilities by one or more employees of the corporation whom the officer reasonably believes to be reliable and competent in performing the responsibilities delegated; or

(b) information, opinions, reports, or statements, including financial statements and other financial data, prepared or presented by one or more employees of the corporation whom the officer reasonably believes to be reliable and competent in the matters presented or by legal counsel, public accountants, or other persons retained by the corporation as to matters involving skills or expertise the officer reasonably believes are matters:

(i) within the particular person's professional or expert competence; or

(ii) as to which the particular person merits confidence.

(4) An officer is not liable to the corporation or its shareholders for any decision to take or not to take action or any failure to take any action as an officer if the duties of the office are performed in compliance with this section. Whether an officer who does not comply with this section has liability will depend in each instance on applicable law, including those principles of 35-14-831 that have relevance.
Mont. Code Ann. § 35-20-214 — MT Code / Title 35 / Chapter 20 / Part 2 / Section 35-20-214
35-20-214 Use of proceeds from sale of lots
Status: in_force

35-20-214 . Use of proceeds from sale of lots. The proceeds arising from the sale of lots in such cemetery shall be applied to the payment of any debts incurred by the cemetery association in:

(1) the purchase of cemetery grounds and property;

(2) fencing, improving, and embellishing such grounds and avenues leading thereto;

(3) the erection, conduct, repair, or preservation of any structure to be used as a crematory or the creation, maintenance, and operation of a department for the interment of the dead and in defraying the necessary expenses in the management and care thereof and for no other purposes.
Mont. Code Ann. § 35-14-1512 — MT Code / Title 35 / Chapter 14 / Part 15 / Section 35-14-1512
35-14-1512 Action by attorney general
Status: in_force

35-14-1512 . Action by attorney general. The attorney general may maintain an action to enjoin a foreign corporation from doing business in this state in violation of this chapter.
Mont. Code Ann. § 35-20-204 — MT Code / Title 35 / Chapter 20 / Part 2 / Section 35-20-204
35-20-204 Annual election -- time -- voting
Status: in_force

35-20-204 . Annual election -- time -- voting. (1) The annual election for trustees to supply the place of those whose term of office expires shall be held on the day mentioned in the certificate of incorporation and at such hour and place as the trustees direct. The trustees chosen at any election after the first shall hold their offices for 3 years and until others are chosen to succeed them.

(2) Such election shall be by ballot, and every person who is the proprietor of a lot in the cemetery of the association or, if there is more than one proprietor of any such lot, then such one of the proprietors as a majority of the joint proprietors shall designate to represent such lot or any person who is named as an associate in said certificate may vote at such election, and the persons receiving the highest number of votes given at such election shall be declared elected trustees.
Mont. Code Ann. § 35-7-103 — MT Code / Title 35 / Chapter 7 / Part 1 / Section 35-7-103
35-7-103 Fees
Status: in_force

35-7-103 . Fees. The secretary of state shall by rule set fees for filings and the services provided under this chapter.
Mont. Code Ann. § 35-15-401 — MT Code / Title 35 / Chapter 15 / Part 4 / Section 35-15-401
35-15-401 Classes of stock
Status: in_force

35-15-401 . Classes of stock. (1) The purchase price of the shares of stock must be set by the cooperative association and may be made payable in installments.

(2) A cooperative association may divide its shares of stock into preferred and common stock. The holders of preferred stock may not have voting power and may not participate in the management and affairs of the association. The owners of preferred stock shall share in the profits of the association to the extent determined by the cooperative association. The common stock may be divided into classes of different values, and the owners of the common stock shall share in the profits of the association as determined by the cooperative association. However, the owners of common stock in the different classes have the same power and voting rights in the association.
Mont. Code Ann. § 35-2-542 — MT Code / Title 35 / Chapter 2 / Part 5 / Section 35-2-542
35-2-542 Corporation's acceptance of votes
Status: in_force

35-2-542 . Corporation's acceptance of votes. (1) If the name signed on a vote, consent, waiver, or proxy appointment corresponds to the name of a member or is the authenticated electronic identification of a member, the corporation, if acting in good faith, is entitled to accept the vote, consent, waiver, or proxy appointment and give it effect as the act of the member.

(2) If the name signed on a vote, consent, waiver, or proxy appointment does not correspond to the record name of a member or is not the authenticated electronic identification of a member, the corporation, if acting in good faith, is nevertheless entitled to accept the vote, consent, waiver, or proxy appointment and give it effect as the act of the member if:

(a) the member is an entity and the name signed or electronic identification used purports to be that of an attorney-in-fact of the member and, if the corporation requests, evidence acceptable to the corporation of the signatory's authority to sign for the member has been presented with respect to the vote, consent, waiver, or proxy appointment;

(b) the name signed or electronic identification used purports to be that of an attorney-in-fact of the member and, if the corporation requests, evidence acceptable to the corporation of the signatory's authority to sign for the member has been presented with respect to the vote, consent, waiver, or proxy appointment;

(c) two or more persons hold the membership as cotenants or fiduciaries and:

(i) the name signed or electronic identification used purports to be the name of at least one of the coholders; and

(ii) the person signing or using the electronic identification appears to be acting on behalf of all the coholders; or

(d) in the case of a mutual benefit corporation:

(i) the name signed or electronic identification used purports to be that of an administrator, executor, guardian, or conservator representing the member and, if the corporation requests, evidence of fiduciary status acceptable to the corporation has been presented with respect to the vote, consent, waiver, or proxy appointment; or

(ii) the name signed or electronic identification used purports to be that of a receiver or trustee in bankruptcy of the member and, if the corporation requests, evidence of this status acceptable to the corporation has been presented with respect to the vote, consent, waiver, or proxy appointment.

(3) The corporation is entitled to reject a vote, consent, waiver, or proxy appointment if the secretary or other officer or agent authorized to tabulate votes, acting in good faith, has reasonable basis for doubt about the validity of the signature or electronic identification or about the signatory's authority to sign for the member.

(4) The corporation and its officer or agent who accepts or rejects a vote, consent, waiver, or proxy appointment in good faith and in accordance with the standards of this section are not liable in damages to the member for the consequences of the acceptance or rejection.

(5) Corporate action based on the acceptance or rejection of a vote, consent, waiver, or proxy appointment under this section is valid unless a court of competent jurisdiction determines otherwise.
Mont. Code Ann. § 35-12-1017 — MT Code / Title 35 / Chapter 12 / Part 10 / Section 35-12-1017
35-12-1017 Effect of dissociation as limited partner
Status: in_force

35-12-1017 . Effect of dissociation as limited partner. (1) Upon a person's dissociation as a limited partner:

(a) subject to 35-12-1105 , the person does not have further rights as a limited partner;

(b) the person's obligation of good faith and fair dealing as a limited partner under 35-12-707 (2) continues only as to matters arising and events occurring before the dissociation; and

(c) subject to 35-12-1105 and Title 35, chapter 12, part 15, any transferable interest owned by the person in the person's capacity as a limited partner immediately before dissociation is owned by the person as a mere transferee.

(2) A person's dissociation as a limited partner does not of itself discharge the person from any obligation to the limited partnership or the other partners that the person incurred while a limited partner.
Mont. Code Ann. § 35-7-108 — MT Code / Title 35 / Chapter 7 / Part 1 / Section 35-7-108
35-7-108 Change of registered agent by entity
Status: in_force

35-7-108 . Change of registered agent by entity. (1) A represented entity may change the information currently on file under 35-7-105 (1) by filing with the secretary of state a statement of change signed on behalf of the entity that states:

(a) the name of the entity; and

(b) the information that is to be in effect as a result of the filing of the statement of change.

(2) The interest holders or governors of a domestic entity need not approve the filing of:

(a) a statement of change under this section; or

(b) a similar filing changing the registered agent or registered office of the entity in any other jurisdiction.

(3) The appointment of a registered agent pursuant to subsection (1) is an affirmation by the represented entity that the agent has consented to serve as a registered agent.

(4) A statement of change filed under this section takes effect on filing.

(5) As an alternative to using the procedures in this section, a represented entity may change the information currently on file under 35-7-105 (1) by amending its most recent registered agent filing in the manner provided by the laws of this state other than this chapter for amending that filing.
Mont. Code Ann. § 35-14-602 — MT Code / Title 35 / Chapter 14 / Part 6 / Section 35-14-602
35-14-602 Terms of class or series -- determination by board of directors
Status: in_force

35-14-602 . Terms of class or series -- determination by board of directors. (1) If the articles of incorporation so provide, the board of directors is authorized, without shareholder approval, to:

(a) classify any unissued shares into one or more classes or into one or more series within a class;

(b) reclassify any unissued shares of any class into one or more classes or into one or more series within one or more classes; or

(c) reclassify any unissued shares of any series of any class into one or more classes or into one or more series within a class.

(2) If the board of directors acts pursuant to subsection (1), it shall determine the terms, including the preferences, rights, and limitations, to the same extent permitted under 35-14-601 , of:

(a) any class of shares before the issuance of any shares of that class; or

(b) any series within a class before the issuance of any shares of that series.

(3) Before issuing any shares of a class or series created under this section, the corporation shall deliver to the secretary of state for filing articles of amendment setting forth the terms determined under subsection (2).
Mont. Code Ann. § 35-20-314 — MT Code / Title 35 / Chapter 20 / Part 3 / Section 35-20-314
35-20-314 Compensation of trustees of fund
Status: in_force

35-20-314 . Compensation of trustees of fund. The trustee or the members of the board of trustees of such permanent care and improvement fund shall receive such compensation as may be agreed upon between such trustee or between such board of trustees of such permanent care and improvement fund on the one hand and the board of trustees of the cemetery association on the other. The fees of such trustee or of the members of the board of trustees shall be paid out of the general fund of the cemetery association until such trust fund shall reach $10,000 and thereafter the same shall be paid out of the income of such fund.
Mont. Code Ann. § 35-14-724 — MT Code / Title 35 / Chapter 14 / Part 7 / Section 35-14-724
35-14-724 Acceptance of votes -- other instruments
Status: in_force

35-14-724 . Acceptance of votes -- other instruments. (1) If the name signed on a vote, ballot, consent, waiver, shareholder demand, or proxy appointment corresponds to the name of a shareholder, the corporation, if acting in good faith, is entitled to accept the vote, ballot, consent, waiver, shareholder demand, or proxy appointment and give it effect as the act of the shareholder.

(2) If the name signed on a vote, ballot, consent, waiver, shareholder demand, or proxy appointment does not correspond to the name of its shareholder, the corporation, if acting in good faith, is nevertheless entitled to accept the vote, ballot, consent, waiver, shareholder demand, or proxy appointment and give it effect as the act of the shareholder if:

(a) the shareholder is an entity and the name signed purports to be that of an officer or agent of the entity;

(b) the name signed purports to be that of an administrator, executor, guardian, or conservator representing the shareholder and, if the corporation requests, evidence of fiduciary status acceptable to the corporation has been presented with respect to the vote, ballot, consent, waiver, shareholder demand, or proxy appointment;

(c) the name signed purports to be that of a receiver or trustee in bankruptcy of the shareholder and, if the corporation requests, evidence of this status acceptable to the corporation has been presented with respect to the vote, ballot, consent, waiver, shareholder demand, or proxy appointment;

(d) the name signed purports to be that of a pledgee, beneficial owner, or attorney-in-fact of the shareholder and, if the corporation requests, evidence acceptable to the corporation of the signatory's authority to sign for the shareholder has been presented with respect to the vote, ballot, consent, waiver, shareholder demand, or proxy appointment; or

(e) two or more persons are the shareholder as co-tenants or fiduciaries, the name signed purports to be the name of at least one of the co-owners, and the person signing appears to be acting on behalf of all the co-owners.

(3) The corporation is entitled to reject a vote, ballot, consent, waiver, shareholder demand, or proxy appointment if the person authorized to accept or reject the instrument, acting in good faith, has reasonable basis for doubt about the validity of the signature on it or about the signatory's authority to sign for the shareholder.

(4) Neither the corporation, any person authorized by it, nor an inspector of election appointed under 35-14-729 that accepts or rejects a vote, ballot, consent, waiver, shareholder demand, or proxy appointment in good faith and in accordance with the standards of 35-14-722 (2) or this section is liable in damages to the shareholder for the consequences of the acceptance or rejection.

(5) Corporate action based on the acceptance or rejection of a vote, ballot, consent, waiver, shareholder demand, or proxy appointment under this section is valid unless a court of competent jurisdiction determines otherwise.

(6) If an inspector of election has been appointed under 35-14-729 , the inspector of election also may request information and make determinations under subsections (1), (2), and (3). Any determination made by the inspector of election under those subsections is controlling.
Mont. Code Ann. § 35-17-409 — MT Code / Title 35 / Chapter 17 / Part 4 / Section 35-17-409
35-17-409 Fees of county clerk
Status: in_force

35-17-409 . Fees of county clerk. (1) The fees payable to the county clerk and recorder shall be as follows:

(a) 50 cents for each agreement so filed for record;

(b) 50 cents for each certificate of prior liens and mortgages;

(c) 50 cents for certifying to copy of marketing agreements so filed for record;

(d) 50 cents for each assignment which is filed separately from the marketing agreement or agreements covered thereby.

(2) The county clerk and recorder shall index such agreements and assignments in the index of chattel mortgages.
Mont. Code Ann. § 35-4-501 — MT Code / Title 35 / Chapter 4 / Part 5 / Section 35-4-501
35-4-501 Merger and consolidation
Status: in_force

35-4-501 . Merger and consolidation. A professional corporation may merge or consolidate with another corporation, domestic or foreign, only if every shareholder of each corporation is qualified to be a shareholder of the surviving or new corporation. If the surviving or new corporation will render professional services in this state, it shall comply with this chapter.
Mont. Code Ann. § 35-8-106 — MT Code / Title 35 / Chapter 8 / Part 1 / Section 35-8-106
35-8-106 Purpose
Status: in_force

35-8-106 . Purpose. (1) A limited liability company organized under 35-8-201 through 35-8-211 has the purpose of engaging in any lawful business unless a more limited purpose is set forth in the articles of organization.

(2) Limited liability companies may be organized under 35-8-201 through 35-8-211 for any lawful purpose except for the purpose of banking or insurance. For purposes of this subsection, the term "insurance" does not include a limited liability company organized for the lawful purpose of captive insurance under Title 33, chapter 28.
Mont. Code Ann. § 35-10-710 — MT Code / Title 35 / Chapter 10 / Part 7 / Section 35-10-710
35-10-710 Applicability to foreign or interstate commerce
Status: in_force

35-10-710 . Applicability to foreign or interstate commerce. (1) A partnership formed pursuant to an agreement governed by this chapter may conduct its business, carry on its operations, and have and exercise the powers granted by this chapter in any state, territory, district, or possession of the United States or in any foreign country.

(2) It is the intent of the legislature that the legal existence of partnerships formed pursuant to an agreement governed by this chapter must be recognized outside the boundaries of this state and that the laws of this state governing a partnership transacting business outside this state be granted the protection of full faith and credit under the United States constitution.

(3) Notwithstanding 35-10-116 , the internal affairs of partnerships formed pursuant to an agreement governed by this chapter, including the personal liability of partners for debts, obligations, and liabilities of or chargeable to the partnership or another partner, are subject to and governed by the laws of this state.

(4) Before transacting business in this state as a limited liability partnership, a partnership formed pursuant to an agreement governed by the laws of any state or jurisdiction other than this state shall:

(a) comply with any statutory or administrative registration or filing requirements governing the specific type of business in which the partnership is engaged; and

(b) register under 35-10-701 . If registered, the partnership appoints the secretary of state as its agent for service of process with respect to causes of action arising out of the transaction of business in this state.

(5) Notwithstanding 35-10-116 , the internal affairs of partnerships formed pursuant to an agreement governed by the laws of any state or jurisdiction other than this state, including the liability of partners for debts, obligations, and liabilities of or chargeable to the partnership or another partner, are subject to and governed by the laws of the jurisdiction in which the partnership is formed.
Mont. Code Ann. § 35-2-834 — MT Code / Title 35 / Chapter 2 / Part 8 / Section 35-2-834
35-2-834 Appeal from revocation
Status: in_force

35-2-834 . Appeal from revocation. (1) A foreign corporation may appeal the secretary of state's revocation of its certificate of authority to the district court for the first judicial district within 30 days after the service of the certificate of revocation is perfected under 35-2-830 . The foreign corporation shall appeal by petitioning the court to set aside the revocation and attaching to the petition copies of its certificate of authority and the secretary of state's certificate of revocation.

(2) The court may summarily order the secretary of state to reinstate the certificate of authority or may take any other action the court considers appropriate.

(3) The court's final decision may be appealed as in other civil proceedings.
Mont. Code Ann. § 35-10-617 — MT Code / Title 35 / Chapter 10 / Part 6 / Section 35-10-617
35-10-617 Partner's wrongful dissociation
Status: in_force

35-10-617 . Partner's wrongful dissociation. (1) A partner's dissociation is wrongful only if:

(a) it is in breach of an express provision of the partnership agreement; or

(b) in the case of a partnership for a definite term or particular undertaking, before the expiration of the term or the completion of the undertaking:

(i) the partner withdraws by express will, unless the withdrawal follows the dissociation of another partner and results in a right to dissolve the partnership under 35-10-624 (2)(a);

(ii) the partner is expelled by judicial decree under 35-10-616 (5); or

(iii) a partner, who is not an individual, a trust other than a business trust, or an estate, is expelled or otherwise dissociated because the entity willfully dissolved or terminated.

(2) A partner who wrongfully dissociates is liable to the partnership and to the other partners for damages caused by the dissociation. That liability is in addition to any other liability of the partner to the partnership or to the other partners.
Mont. Code Ann. § 35-13-207 — MT Code / Title 35 / Chapter 13 / Part 2 / Section 35-13-207
35-13-207 Purchaser takes subject to liens -- exception for good faith purchaser
Status: in_force

35-13-207 . Purchaser takes subject to liens -- exception for good faith purchaser. A purchaser of an interest in the mining ground of a mining partnership takes it subject to the liens existing in favor of the partners for debts due all creditors of the partnership or advances made for the benefit of the partnership unless the purchaser purchased in good faith for a valuable consideration without notice of the lien.
Mont. Code Ann. § 35-17-205 — MT Code / Title 35 / Chapter 17 / Part 2 / Section 35-17-205
35-17-205 Fees for filing articles and amendments thereto
Status: in_force

35-17-205 . Fees for filing articles and amendments thereto. For filing articles of incorporation and receiving a certificate of incorporation, an association organized pursuant to this part shall pay to the secretary of state a fee for filing an amendment to the articles and a fee for receiving a certificate of amendment. The fees must be set and deposited in accordance with 2-15-405 .
Mont. Code Ann. § 35-2-1108 — MT Code / Title 35 / Chapter 2 / Part 11 / Section 35-2-1108
35-2-1108 Forms
Status: in_force

35-2-1108 . Forms. (1) The secretary of state may by rule prescribe and furnish on request forms or computer formats for:

(a) an application for a certificate of existence;

(b) a foreign corporation's application for a certificate of authority to transact business in this state;

(c) a foreign corporation's application for a certificate of withdrawal;

(d) the annual report; and

(e) other documents required or permitted to be filed by this chapter.

(2) If the secretary of state so requires, use of any of the forms or formats listed in subsection (1) is mandatory.

(3) The secretary of state may by rule prescribe and furnish on request forms or computer formats for other documents required or permitted to be filed by this chapter, but their use is not mandatory.
Mont. Code Ann. § 35-14-1601 — MT Code / Title 35 / Chapter 14 / Part 16 / Section 35-14-1601
35-14-1601 Corporate records
Status: in_force

35-14-1601 . Corporate records. (1) A corporation shall maintain the following records:

(a) its articles of incorporation as currently in effect;

(b) any notices to shareholders referred to in 35-14-120 (11)(e) specifying facts on which a filed document is dependent if those facts are not included in the articles of incorporation or otherwise available as specified in 35-14-120 (11)(e);

(c) its bylaws as currently in effect;

(d) all written communications within the past 3 years to shareholders generally;

(e) minutes of all meetings of and records of all actions taken without a meeting by its shareholders, its board of directors, and board committees established under 35-14-825 ;

(f) a list of the names and business addresses of its current directors and officers; and

(g) its most recent annual report delivered to the secretary of state under 35-14-1621 .

(2) A corporation shall maintain all annual financial statements prepared for the corporation for its last 3 fiscal years or any shorter period of existence and any audit or other reports with respect to those financial statements.

(3) A corporation shall maintain accounting records in a form that permits preparation of its financial statements.

(4) A corporation shall maintain a record of its current shareholders in alphabetical order by class or series of shares showing the address of and the number and class or series of shares held by each shareholder. Nothing in this subsection requires the corporation to include in the record the electronic mail address or other electronic contact information of a shareholder.

(5) A corporation shall maintain the records specified in this section in a manner that allows them to be made available for inspection within a reasonable time.
Mont. Code Ann. § 35-8-1203 — MT Code / Title 35 / Chapter 8 / Part 12 / Section 35-8-1203
35-8-1203 Effect of merger
Status: in_force

35-8-1203 . Effect of merger. (1) When a merger takes effect:

(a) the separate existence of each limited liability company and other entity that are a party to the merger, other than the surviving entity, terminates;

(b) all property owned by each of the limited liability companies and other entities that are a party to the merger vests in the surviving entity;

(c) all debts, liabilities, and other obligations of each limited liability company and other entity that are a party to the merger become the obligations of the surviving entity;

(d) an action or proceeding pending by or against a limited liability company or other entity that is a party to a merger may be continued as if the merger had not occurred or the surviving entity may be substituted as a party to the action or proceeding; and

(e) except as prohibited by other law, all the rights, privileges, immunities, powers, and purposes of every limited liability company and other entity that are a party to a merger vest in the surviving entity.

(2) If the surviving foreign entity fails to appoint or maintain an agent designated for service of process in this state or if the agent for service of process cannot with reasonable diligence be found, service of process may be made on the foreign entity as provided in 35-7-113 (2). Service is effected under this subsection at the earliest of:

(a) the date on which the company receives the process, notice, or demand;

(b) the date shown on the return receipt, if signed on behalf of the company; or

(c) 5 days after its deposit in the mail, if mailed postpaid and correctly addressed.

(3) A member of the surviving limited liability company is liable for all obligations of a party to the merger for which the member was personally liable before the merger.

(4) Unless otherwise agreed, a merger of a limited liability company that is not the surviving entity in the merger does not require the limited liability company to wind up its business under this chapter or to pay its liabilities and distribute its assets pursuant to this chapter.

(5) Articles of merger serve as articles of dissolution for a limited liability company that is not the surviving entity in the merger.
Mont. Code Ann. § 35-10-105 — MT Code / Title 35 / Chapter 10 / Part 1 / Section 35-10-105
35-10-105 Supplemental principles of law
Status: in_force

35-10-105 . Supplemental principles of law. (1) Unless displaced by a particular provision of this chapter, the principles of law and equity supplement this chapter.

(2) If an obligation to pay interest arises under this chapter and the rate is not specified, the rate is that specified in 31-1-106 .
Mont. Code Ann. § 35-13-201 — MT Code / Title 35 / Chapter 13 / Part 2 / Section 35-13-201
35-13-201 When contract in writing is binding
Status: in_force

35-13-201 . When contract in writing is binding. No member of a mining partnership or other agent or manager thereof can by a contract in writing bind the partnership, except by express authority derived from the members thereof.
Mont. Code Ann. § 35-21-845 — MT Code / Title 35 / Chapter 21 / Part 8 / Section 35-21-845
35-21-845 Endowment care fund -- investment of funds -- use of income -- permissible investment securities
Status: in_force

35-21-845 . Endowment care fund -- investment of funds -- use of income -- permissible investment securities. (1) A mausoleum-columbarium authority may place its mausoleum or columbarium under endowment care and establish, maintain, and operate an irreducible endowment care fund.

(2) Endowment care and special care funds may be commingled for investment, and the income from the funds must be divided between the endowment care and special care funds in the proportion that each fund contributed to the principal sum invested. The funds may be held in the name of the mausoleum-columbarium authority or its directors or in the name of the trustees appointed by the mausoleum-columbarium authority.

(3) The principal of all funds for endowment care must forever remain irreducible and inviolable and must be maintained separate and distinct from all other funds.

(4) The principal of all funds for endowment care must be invested, from time to time reinvested, and kept invested, and the income earned must be used solely for the general care, maintenance, and embellishment of the mausoleum or columbarium, or both, and the grounds on which they are situated and must be applied in a manner that the mausoleum-columbarium authority may from time to time determine to be for the best interests of the mausoleum-columbarium.

(5) The endowment care funds must be invested, reinvested, and kept invested in securities that are legal investments for public employees' retirement funds under the laws of the state of Montana.
Mont. Code Ann. § 35-9-402 — MT Code / Title 35 / Chapter 9 / Part 4 / Section 35-9-402
35-9-402 Termination of statutory close corporation status
Status: in_force

35-9-402 . Termination of statutory close corporation status. (1) A statutory close corporation may terminate its statutory close corporation status by amending its articles of incorporation to delete the statement that it is a statutory close corporation. If the statutory close corporation has elected to operate without a board of directors under 35-9-302 , the amendment must delete the statement dispensing with the board of directors from its articles of incorporation.

(2) An amendment terminating statutory close corporation status must be approved by the holders of at least two-thirds of the votes of each class or series of shares of the corporation, voting as separate voting groups, whether or not the holders are otherwise entitled to vote on amendments.

(3) If an amendment to terminate statutory close corporation status is adopted, each shareholder who voted against the amendment is entitled to assert appraisal rights under Title 35, chapter 14, part 13.
Mont. Code Ann. § 35-8-411 — MT Code / Title 35 / Chapter 8 / Part 4 / Section 35-8-411
35-8-411 Continuation of term company after expiration of specified term
Status: in_force

35-8-411 . Continuation of term company after expiration of specified term. (1) If a term company is continued after the expiration of the specified term, the rights and duties of the members and managers remain the same as they were at the expiration of the term except to the extent inconsistent with rights and duties of members and managers of an at-will company.

(2) If the members in a member-managed term company or the managers in a manager-managed term company continue the business without any winding up of the business of the company, it continues as an at-will company.
Mont. Code Ann. § 35-4-208 — MT Code / Title 35 / Chapter 4 / Part 2 / Section 35-4-208
35-4-208 Filing of articles with licensing authority
Status: in_force

35-4-208 . Filing of articles with licensing authority. No professional corporation, domestic or foreign, may begin to render professional services in this state until it has filed a copy of its articles of incorporation with each licensing authority having jurisdiction of a type of professional service described in its articles of incorporation. Nothing in this chapter restricts or limits the authority or duty of a licensing authority with respect to natural persons rendering a professional service within the jurisdiction of the licensing authority or any law or rule pertaining to standards of professional conduct.
Mont. Code Ann. § 35-8-1406 — MT Code / Title 35 / Chapter 8 / Part 14 / Section 35-8-1406
35-8-1406 Articles of domestication -- effective date of domestication
Status: in_force

35-8-1406 . Articles of domestication -- effective date of domestication. (1) Articles of domestication must be signed by the domesticating entity and delivered to the secretary of state for filing.

(2) Articles of domestication must contain:

(a) the name, jurisdiction of formation, and type of entity of the domesticating entity;

(b) the name and jurisdiction of formation of the domesticated entity;

(c) if the articles of domestication are not to be effective upon filing, the later date and time on which they will become effective, which may not be more than 90 days after the date of filing;

(d) if the domesticating entity is a domestic entity, a statement that the plan of domestication was approved in accordance with this part or, if the domesticating entity is a foreign entity, a statement that the domestication was approved in accordance with the law of its jurisdiction of formation;

(e) if the domesticated entity is a domestic filing entity, its public organic record as an attachment;

(f) if the domesticated entity is a domestic limited liability partnership, its application for registration of a limited liability partnership as an attachment; and

(g) if the domesticated entity is a foreign entity that is not a registered foreign entity, a statement designating a registered agent.

(3) In addition to the requirements of subsection (2), articles of domestication may contain any other provision not prohibited by law.

(4) If the domesticated entity is a domestic entity, its public organic record, if any, must satisfy the requirements of the law of this state, but the public organic record does not need to be signed and may omit any provision that is not required to be included in a restatement of the public organic record.

(5) A plan of domestication that is signed by a domesticating domestic entity and meets all of the requirements of subsection (2) may be delivered to the secretary of state for filing instead of articles of domestication and upon filing has the same effect. If a plan of domestication is filed as provided in this subsection, references in this chapter to articles of domestication refer to the plan of domestication filed under this subsection.

(6) Articles of domestication are effective on the date and time of filing or the later date and time specified in the articles of domestication.

(7) A domestication in which the domesticated entity is a domestic entity is effective when the articles of domestication are effective. A domestication in which the domesticated entity is a foreign entity is effective on the later of:

(a) the date and time provided by the organic law of the domesticated entity; or

(b) when the articles of domestication are effective.
Mont. Code Ann. § 35-16-303 — MT Code / Title 35 / Chapter 16 / Part 3 / Section 35-16-303
35-16-303 Withdrawal of membership land -- procedure
Status: in_force

35-16-303 . Withdrawal of membership land -- procedure. (1) A person who holds title or evidence of title to membership land included in a corporation or district organized under the provisions of this chapter and who desires to withdraw the person's land from the corporation or district may do so upon:

(a) presenting to the board of directors a verified petition stating that the person is the holder of title or evidence of title to membership land included in the corporation or district, particularly describing the land with a map or plat, that the person wishes to withdraw from the corporation or district; and

(b) tendering to the board the pro rata amount of liability of the person's land for all of the corporation's lawfully created and existing lien liabilities together with the person's pro rata amount of interest due and to become due upon any liabilities up to the maturity of the liabilities.

(2) If the matters and things set forth in the petition are true and the petitioner deposits with the board the petitioner's pro rata amount of the liabilities or furnishes a receipt for the amount from the mortgage holders or lienholders holding liens against the land, the proper officers of the corporation or district shall make, execute, acknowledge, and deliver a release of the land from the corporation or district and its liabilities.

(3) Upon presentation of the release to the mortgage holder or lienholder claiming a right against the membership land, the mortgage holder or lienholder shall furnish a release, which may be filed and recorded in any county or counties in which the land is located.

(4) The board of directors and corporate assets of the corporation must be responsible to any mortgage holder or lienholder and to the person withdrawing the land for the payment of funds on the debt or liability.
Mont. Code Ann. § 35-10-616 — MT Code / Title 35 / Chapter 10 / Part 6 / Section 35-10-616
35-10-616 Events causing partner's dissociation
Status: in_force

35-10-616 . Events causing partner's dissociation. A partner is dissociated from a partnership upon:

(1) receipt by the partnership of notice of the partner's express will to withdraw as a partner or upon any later date specified in the notice;

(2) an event agreed to in the partnership agreement as causing the partner's dissociation;

(3) the partner's expulsion pursuant to the partnership agreement;

(4) the partner's expulsion by the unanimous vote of the other partners if:

(a) it is unlawful to carry on the partnership business with that partner;

(b) there has been a transfer of all or substantially all of that partner's transferable interest in the partnership, other than a transfer for security purposes or a court order charging the partner's interest that has not been foreclosed;

(c) within 90 days after the partnership notifies a corporate partner that it will be expelled because it has filed a certificate of dissolution or the equivalent, its charter has been revoked, or its right to conduct business has been suspended by the jurisdiction of its incorporation, there is no revocation of the certificate of dissolution or no reinstatement of its charter or its right to conduct business; or

(d) a partnership that is a partner has been dissolved and its business is being wound up;

(5) the partner's expulsion by judicial decree, made on application by the partnership or another partner, because:

(a) the partner engaged in wrongful conduct that adversely and materially affected the partnership business;

(b) the partner willfully or persistently committed a material breach of the partnership agreement or of a duty owed to the partnership or the other partners under 35-10-405 ; or

(c) the partner engaged in conduct relating to the partnership business that made it not reasonably practicable to carry on the business in partnership with that partner;

(6) the partner:

(a) becoming a debtor in bankruptcy;

(b) executing an assignment for the benefit of creditors;

(c) seeking, consenting to, or acquiescing in the appointment of a trustee, receiver, or liquidator of that partner or of all or substantially all of that partner's property; or

(d) failing within 90 days after the appointment to have vacated or stayed the appointment of a trustee, receiver, or liquidator of the partner or of all or substantially all of the partner's property obtained without the partner's consent or acquiescence or failing within 90 days after the expiration of a stay to have the appointment vacated;

(7) in the case of a partner who is an individual:

(a) the partner's death;

(b) the appointment of a guardian or general conservator for the partner; or

(c) a judicial determination that the partner has otherwise become incapable of performing the partner's duties under the partnership agreement;

(8) in the case of a partner that is a trust or is acting as a partner by virtue of being a trustee of a trust, distribution of the trust's entire transferable interest in the partnership, but not merely by reason of the substitution of a successor trustee;

(9) in the case of a partner that is an estate or is acting as a partner by virtue of being a personal representative of an estate, distribution of the estate's entire transferable interest in the partnership, but not merely by reason of the substitution of a successor personal representative; or

(10) termination of a partner who is not an individual, partnership, corporation, trust, or estate.
Mont. Code Ann. § 35-14-152 — MT Code / Title 35 / Chapter 14 / Part 1 / Section 35-14-152
35-14-152 Judicial proceedings -- validity of corporate actions
Status: in_force

35-14-152 . Judicial proceedings -- validity of corporate actions. (1) Upon application by the corporation, any successor entity to the corporation, a director of the corporation, any shareholder, beneficial shareholder, or unrestricted voting trust beneficial owner of the corporation, including any shareholder, beneficial shareholder, or unrestricted voting trust beneficial owner as of the date of the defective corporate action ratified under 35-14-147 , or any other person claiming to be substantially and adversely affected by a ratification under 35-14-147 , the district court in the county where the corporation's principal office is located or, if its principal office is not located in this state, of the first judicial district may:

(a) determine the validity and effectiveness of any corporate action or defective corporate action;

(b) determine the validity and effectiveness of any ratification under 35-14-147 ;

(c) determine the validity of any putative shares; and

(d) modify or waive any of the procedures specified in 35-14-147 or 35-14-148 to ratify a defective corporate action.

(2) In connection with an action under this section, the court may make findings or orders and take into account any factors or considerations regarding matters it considers proper under the circumstances.

(3) Service of process of the application under subsection (1) on the corporation may be made in any manner provided by statute of this state or by rule of the applicable court for service on the corporation, and no other party need be joined in order for the court to adjudicate the matter. In an action filed by the corporation, the court may require that notice of the action be provided to other persons specified by the court and permit the other persons to intervene in the action.

(4) Notwithstanding any other provision of this section or otherwise under applicable law, any action asserting that the ratification of any defective corporate action and any putative shares issued as a result of the defective corporate action should not be effective or should be effective only on certain conditions must be brought within 120 days of the validation effective time.
Mont. Code Ann. § 35-2-116 — MT Code / Title 35 / Chapter 2 / Part 1 / Section 35-2-116
35-2-116 Reservation of power to amend or repeal
Status: in_force

35-2-116 . Reservation of power to amend or repeal. The legislature has power to amend or repeal all or part of this chapter at any time, and all domestic and foreign corporations subject to this chapter are governed by the amendment or repeal.
Mont. Code Ann. § 35-15-502 — MT Code / Title 35 / Chapter 15 / Part 5 / Section 35-15-502
35-15-502 Plan for merger or consolidation
Status: in_force

35-15-502 . Plan for merger or consolidation. Before an association may merge or consolidate with any other association, a written plan of merger or consolidation shall be prepared by the board of directors of one or both associations, by a committee appointed for that purpose by the board of directors of one or both associations, or by a committee composed of at least 10% of the stockholders of one of the associations concerned. Such plan shall set forth all the terms of the merger or consolidation and the proposed effect thereof on each of the stockholders of the associations concerned. In the case of consolidation, the plan shall also contain a copy of the proposed articles for the new association to be formed.
Mont. Code Ann. § 35-20-213 — MT Code / Title 35 / Chapter 20 / Part 2 / Section 35-20-213
35-20-213 Sale of lots
Status: in_force

35-20-213 . Sale of lots. After such map is filed in the office of the county clerk and recorder as aforesaid, the trustees may sell and convey the lots as designated on such map upon terms and subject to such conditions and restrictions, to be inserted in or annexed to the conveyances, as the trustees shall prescribe. Every conveyance of any such lots shall be expressly for burial purposes and no other and shall be in the corporate name of the association, signed by the president and secretary thereof.
Mont. Code Ann. § 35-8-1101 — MT Code / Title 35 / Chapter 8 / Part 11 / Section 35-8-1101
35-8-1101 Suits by and against limited liability company
Status: in_force

35-8-1101 . Suits by and against limited liability company. Suit may be brought by or against a limited liability company in its own name.
Mont. Code Ann. § 35-12-510 — MT Code / Title 35 / Chapter 12 / Part 5 / Section 35-12-510
35-12-510 Business transactions of partner with the partnership
Status: in_force

35-12-510 . Business transactions of partner with the partnership. A partner may lend money to and transact other business with the limited partnership and has the same rights and obligations with respect to the loan or other transaction as a person that is not a partner.
Mont. Code Ann. § 35-10-406 — MT Code / Title 35 / Chapter 10 / Part 4 / Section 35-10-406
35-10-406 Continuation of partnership beyond definite term or particular undertaking
Status: in_force

35-10-406 . Continuation of partnership beyond definite term or particular undertaking. (1) If a partnership for a definite term or particular undertaking is continued without an express agreement after the expiration of the term or completion of the undertaking, the rights and duties of the partners remain the same as they were at the expiration or completion, so far as is consistent with a partnership at will.

(2) If the partners or those of them who habitually acted in the business during the term or undertaking continue the business without any settlement or liquidation of the partnership, they are presumed to have agreed that the business will not be wound up.
Mont. Code Ann. § 35-8-503 — MT Code / Title 35 / Chapter 8 / Part 5 / Section 35-8-503
35-8-503 Sharing of profits and losses
Status: in_force

35-8-503 . Sharing of profits and losses. (1) Unless otherwise provided in the articles of organization or a written operating agreement, each member must be repaid that member's contributions to capital and share equally in the profits, losses, and surpluses remaining after all liabilities, including those to members, are satisfied.

(2) A distribution of the contributions and profits of a series of members of a limited liability company may not be made if, after giving the distribution effect:

(a) the limited liability company would not be able to pay the debts of the series of members from assets of the series of members as debts of the series become due in the usual course of business; or

(b) except as otherwise specifically permitted by the articles of organization or operating agreement, the total assets of the series of members would be less than the sum of the total liabilities of the series.
Mont. Code Ann. § 35-18-314 — MT Code / Title 35 / Chapter 18 / Part 3 / Section 35-18-314
35-18-314 Officers
Status: in_force

35-18-314 . Officers. The officers of a cooperative consist of a president, vice president, secretary, and treasurer who must be elected annually by and from the board of trustees. A person may not continue to hold any office after the person ceases to be a trustee. The offices of secretary and of treasurer may be held by the same person. The board of trustees may also elect or appoint other officers, agents, or employees that it considers necessary or advisable and shall prescribe the powers and duties of those offices. Any officer may be removed from office and a successor elected in the manner prescribed in the bylaws.
Mont. Code Ann. § 35-12-1201 — MT Code / Title 35 / Chapter 12 / Part 12 / Section 35-12-1201
35-12-1201 Nonjudicial dissolution
Status: in_force

35-12-1201 . Nonjudicial dissolution. (1) Except as otherwise provided in 35-12-1202 , a limited partnership is dissolved and its affairs may be wound up only upon the occurrence of any of the following:

(a) on the happening of an event specified in the partnership agreement;

(b) the consent of all general partners and of limited partners owning a majority of the rights to receive distributions as limited partners at the time the consent is to be effective;

(c) after the dissociation of a person as a general partner:

(i) if the limited partnership has at least one remaining general partner, the consent to dissolve the limited partnership given within 90 days after the dissociation by partners owning a majority of the rights to receive distributions as partners at the time the consent is to be effective; or

(ii) if the limited partnership does not have a remaining general partner, the filing of the dissolution with the secretary of state unless before the end of the period:

(A) consent to continue the activities of the limited partnership and admit at least one general partner is given by limited partners owning a majority of the rights to receive distributions as limited partners at the time the consent is to be effective; and

(B) at least one person is admitted as a general partner in accordance with the consent;

(d) the passage of 90 days after the dissociation of the limited partnership's last limited partner unless before the end of the period the limited partnership admits at least one limited partner; or

(e) the signing and filing of a declaration of dissolution by the secretary of state.

(2) A dissolved limited partnership shall appoint and maintain an agent for service of process as required by 35-7-105 or deliver for filing a statement of change under 35-7-108 within 30 days after a change has occurred in the name or address of agent.
Mont. Code Ann. § 35-2-530 — MT Code / Title 35 / Chapter 2 / Part 5 / Section 35-2-530
35-2-530 Notice of meeting
Status: in_force

35-2-530 . Notice of meeting. (1) A corporation shall give notice consistent with its bylaws of meetings of members in a fair and reasonable manner.

(2) Any notice that conforms to the requirements of subsection (3) is fair and reasonable, but other means of giving notice may also be fair and reasonable when all the circumstances are considered. However, notice of matters referred to in subsection (3)(b) must be given as specified in subsection (3).

(3) Notice is fair and reasonable if:

(a) the corporation notifies its members of the place, date, and time of each annual, regular, and special meeting of members not less than 10 days before the meeting date or, if notice is mailed by certified mail, not less than 30 or more than 60 days before the meeting date;

(b) notice of an annual or regular meeting includes a description of any matter or matters that must be approved by the members under 35-2-223 , 35-2-230 , 35-2-418 , 35-2-452 , 35-2-611 , 35-2-617 , 35-2-720 , or 35-2-721 ; and

(c) notice of a special meeting includes a description of the matter or matters for which the meeting is called.

(4) Unless the bylaws require otherwise, if an annual, regular, or special meeting of members is adjourned to a different date, time, or place, notice need not be given of the new date, time, or place, if the new date, time, or place is announced at the meeting before adjournment. If a new record date for the adjourned meeting is or must be fixed under 35-2-532 , notice of the adjourned meeting must be given under this section to the members of record as of the new record date.

(5) When giving notice of an annual, regular, or special meeting of members, a corporation shall give notice of a matter a member intends to raise at the meeting if:

(a) requested in writing to do so by a person entitled to call a special meeting; and

(b) the request is received by the secretary or president of the corporation at least 10 days before the corporation gives notice of the meeting.
Mont. Code Ann. § 35-12-1404 — MT Code / Title 35 / Chapter 12 / Part 14 / Section 35-12-1404
35-12-1404 Proceeds and expenses
Status: in_force

35-12-1404 . Proceeds and expenses. (1) Except as provided in subsection (2):

(a) any proceeds or other benefits of a derivative action, whether by judgment, compromise, or settlement, belong to the limited partnership and not to the derivative plaintiff;

(b) if the derivative plaintiff receives any proceeds, the derivative plaintiff shall immediately remit them to the limited partnership.

(2) If a derivative action is successful in whole or in part, the court may award the plaintiff reasonable expenses, including reasonable attorney fees, from the recovery of the limited partnership.
Mont. Code Ann. § 35-9-503 — MT Code / Title 35 / Chapter 9 / Part 5 / Section 35-9-503
35-9-503 Extraordinary relief -- share purchase
Status: in_force

35-9-503 . Extraordinary relief -- share purchase. (1) If the court finds that the ordinary relief described in 35-9-502 (1) is or would be inadequate or inappropriate, it may order the corporation dissolved under 35-9-504 unless the corporation or one or more of its shareholders purchases all the shares of the shareholder for their fair value and on terms determined under subsection (2).

(2) If the court orders a share purchase, it shall:

(a) determine the fair value of the shares, considering among other relevant evidence:

(i) the going concern value of the corporation;

(ii) any agreement among some or all of the shareholders fixing the price or specifying a formula for determining share value for any purpose;

(iii) the recommendations of appraisers, if any, appointed by the court; and

(iv) any legal constraints on the corporation's ability to purchase the shares;

(b) specify the terms of the purchase, including if appropriate:

(i) terms for installment payments;

(ii) subordination of the purchase obligation to the rights of the corporation's other creditors;

(iii) security for a deferred purchase price; and

(iv) a covenant not to compete or other restriction on the seller;

(c) require the seller to deliver all the seller's shares to the purchaser upon receipt of the purchase price or the first installment of the purchase price;

(d) provide that after the seller delivers the shares, the seller has no further claim against the corporation or its directors, officers, or shareholders other than a claim to any unpaid balance of the purchase price and a claim under any agreement with the corporation or the remaining shareholders that is not terminated by the court; and

(e) provide that if the purchase is not completed in accordance with the specified terms, the corporation is to be dissolved under 35-9-504 .

(3) After the purchase order is entered, any party may petition the court to modify the terms of the purchase and the court may do so if it finds that changes in the financial or legal ability of the corporation or other purchaser to complete the purchase justify a modification.

(4) If the corporation is dissolved because the share purchase was not completed in accordance with the court's order, the selling shareholder has the same rights and priorities in the corporation's assets as if the sale had not been ordered.
Mont. Code Ann. § 35-14-630 — MT Code / Title 35 / Chapter 14 / Part 6 / Section 35-14-630
35-14-630 Preemptive rights -- shareholder
Status: in_force

35-14-630 . Preemptive rights -- shareholder. (1) The shareholders of a corporation do not have a preemptive right to acquire the corporation's unissued shares, except to the extent the articles of incorporation provide that right.

(2) A statement included in the articles of incorporation that "the corporation elects to have preemptive rights", or words of similar effect, means that the following principles apply, except to the extent the articles of incorporation expressly provide otherwise:

(a) The shareholders of the corporation have a preemptive right, granted on uniform terms and conditions prescribed by the board of directors to provide a fair and reasonable opportunity to exercise the right, to acquire proportional amounts of the corporation's unissued shares upon the decision of the board of directors to issue them.

(b) A preemptive right may be waived by a shareholder. A waiver evidenced by a writing is irrevocable even though it is not supported by consideration.

(c) There is no preemptive right with respect to:

(i) shares issued as compensation to directors, officers, employees, or agents of the corporation or its subsidiaries or affiliates;

(ii) shares issued to satisfy conversion or option rights created to provide compensation to directors, officers, employees, or agents of the corporation or its subsidiaries or affiliates;

(iii) shares authorized in the articles of incorporation that are issued within 6 months from the effective date of incorporation; or

(iv) shares sold otherwise than for cash.

(d) Holders of shares of any class or series without voting power but with preferential rights to distributions have no preemptive rights with respect to shares of any class or series.

(e) Holders of shares of any class or series with voting power but without preferential rights to distributions have no preemptive rights with respect to shares of any class or series with preferential rights to distributions unless the shares with preferential rights are convertible into or carry a right to subscribe for or acquire the shares without preferential rights.

(f) Shares subject to preemptive rights that are not acquired by shareholders may be issued to any person for a period of 1 year after being offered to shareholders at a consideration set by the board of directors that is not lower than the consideration set for the exercise of preemptive rights. An offer at a lower consideration or after the expiration of 1 year is subject to the shareholders' preemptive rights.

(3) For purposes of this section, "shares" includes a security convertible into or carrying a right to subscribe for or acquire shares.
Mont. Code Ann. § 35-12-1105 — MT Code / Title 35 / Chapter 12 / Part 11 / Section 35-12-1105
35-12-1105 Power of estate of deceased partner
Status: in_force

35-12-1105 . Power of estate of deceased partner. If a partner dies, the deceased partner's personal representative or other legal representative may exercise the rights of a transferee as provided in 35-12-1107 and, for the purpose of settling the estate, may exercise the rights of a current limited partner under 35-12-705 .
Mont. Code Ann. § 35-14-1201 — MT Code / Title 35 / Chapter 14 / Part 12 / Section 35-14-1201
35-14-1201 Disposition of assets not requiring shareholder approval
Status: in_force

35-14-1201 . Disposition of assets not requiring shareholder approval. No approval of the shareholders is required, unless the articles of incorporation provide otherwise:

(1) to sell, lease, exchange, or otherwise dispose of any or all of the corporation's assets in the usual and regular course of business;

(2) to mortgage, pledge, dedicate, with or without recourse, to the repayment of indebtedness, or otherwise encumber any or all of the corporation's assets, regardless of whether in the usual and regular course of business;

(3) to transfer any or all of the corporation's assets to one or more domestic or foreign corporations or other entities all of the shares or interests of which are owned by the corporation; or

(4) to distribute assets pro rata to the holders of one or more classes or series of the corporation's shares.
Mont. Code Ann. § 35-16-205 — MT Code / Title 35 / Chapter 16 / Part 2 / Section 35-16-205
35-16-205 First meeting -- notice
Status: in_force

35-16-205 . First meeting -- notice. Within 30 days after the issuance of a certificate of incorporation, the persons named and designated in the petition to be directors or trustees for the first 3 months shall cause a written notice to be mailed or delivered to each and every signer of the petition of a proposed first meeting of said corporation or district for the purpose of adopting a common seal, adopting bylaws, and providing for the issuance of stock or other evidences of membership of the members thereof and for the transaction of such other business as may properly come before a meeting of the stockholders or members of a corporation or district formed for the purposes named in the petition.
Mont. Code Ann. § 35-12-602 — MT Code / Title 35 / Chapter 12 / Part 6 / Section 35-12-602
35-12-602 Amendments or restatement of certificate
Status: in_force

35-12-602 . Amendments or restatement of certificate. (1) In order to amend its certificate of limited partnership, a limited partnership shall deliver to the secretary of state for filing an amendment or, pursuant to Title 35, chapter 12, part 15, articles of merger stating:

(a) the name of the limited partnership;

(b) the date of filing of its initial certificate; and

(c) the changes the amendment makes to the certificate as most recently amended or restated.

(2) A limited partnership shall promptly deliver to the secretary of state for filing an amendment to a certificate of limited partnership to reflect:

(a) the admission of a new general partner;

(b) the dissociation of a person as a general partner; or

(c) the appointment of a person to wind up the limited partnership's activities under 35-12-1205 (3) or (4).

(3) A general partner that knows that any information in a filed certificate of limited partnership was false when the certificate was filed or has become false due to changed circumstances shall promptly:

(a) cause the certificate to be amended; or

(b) if appropriate, deliver to the secretary of state for filing a statement of change pursuant to 35-7-110 or a statement of correction pursuant to 35-12-616 .

(4) A certificate of limited partnership may be amended at any time for any other proper purpose as determined by the limited partnership.

(5) A restated certificate of limited partnership may be delivered to the secretary of state for filing in the same manner as an amendment.

(6) Subject to 35-12-614 (3), an amendment or restated certificate is effective when filed by the secretary of state.
Mont. Code Ann. § 35-4-303 — MT Code / Title 35 / Chapter 4 / Part 3 / Section 35-4-303
35-4-303 Proxies and voting trusts
Status: in_force

35-4-303 . Proxies and voting trusts. No proxy for shares of a professional corporation is valid unless given to a qualified person. A voting trust for shares of a professional corporation is invalid unless all trustees and beneficiaries are qualified persons, except that a voting trust is valid for 10 months after the death of a deceased beneficiary or for 5 months after a beneficiary has become a disqualified person.
Mont. Code Ann. § 35-14-1326 — MT Code / Title 35 / Chapter 14 / Part 13 / Section 35-14-1326
35-14-1326 Procedure if shareholder dissatisfied with payment or offer
Status: in_force

35-14-1326 . Procedure if shareholder dissatisfied with payment or offer. (1) A shareholder paid pursuant to 35-14-1324 who is dissatisfied with the amount of the payment shall notify the corporation in writing of that shareholder's estimate of the fair value of the shares and demand payment of that estimate, less any payment under 35-14-1324 , plus interest. A shareholder offered payment under 35-14-1325 who is dissatisfied with that offer may reject the offer and demand payment of the shareholder's stated estimate of the fair value of the shares, plus interest.

(2) A shareholder who fails to notify the corporation in writing of that shareholder's demand to be paid the shareholder's stated estimate of the fair value plus interest under subsection (1) within 30 days after receiving the corporation's payment or offer of payment under 35-14-1324 or 35-14-1325 , respectively, waives the right to demand payment under this section and is entitled only to the payment made or offered pursuant to those respective sections.
Mont. Code Ann. § 35-2-436 — MT Code / Title 35 / Chapter 2 / Part 4 / Section 35-2-436
35-2-436 Liability for unlawful distributions
Status: in_force

35-2-436 . Liability for unlawful distributions. (1) Unless a director complies with the applicable standards of conduct described in 35-2-416 , a director who votes for or assents to a distribution made in violation of this chapter is personally liable to the corporation for the amount of the distribution that exceeds what could have been distributed without violating this chapter.

(2) A director held liable for an unlawful distribution under subsection (1) is entitled to contribution:

(a) from every other director who voted for or assented to the distribution and who did not comply with the applicable standards of conduct described in 35-2-416 ; and

(b) from each person who received an unlawful distribution for the amount of the distribution whether or not the person receiving the distribution knew it was made in violation of this chapter.
Mont. Code Ann. § 35-14-808 — MT Code / Title 35 / Chapter 14 / Part 8 / Section 35-14-808
35-14-808 Removal of directors by shareholders
Status: in_force

35-14-808 . Removal of directors by shareholders. (1) The shareholders may remove one or more directors with or without cause unless the articles of incorporation provide that directors may be removed only for cause.

(2) If a director is elected by a voting group of shareholders, only the shareholders of that voting group may participate in the vote to remove that director.

(3) A director may be removed if the number of votes cast to remove exceeds the number of votes cast not to remove the director, except to the extent the articles of incorporation or bylaws require a greater number. However, if cumulative voting is authorized, a director may not be removed if, in the case of a meeting, the number of votes sufficient to elect the director under cumulative voting is cast against removal and, if action is taken by less than unanimous written consent, voting shareholders entitled to the number of votes sufficient to elect the director under cumulative voting do not consent to the removal.

(4) A director may be removed by the shareholders only at a meeting called for the purpose of removing the director, and the meeting notice must state that removal of the director is the purpose of the meeting.
Mont. Code Ann. § 35-10-720 — MT Code / Title 35 / Chapter 10 / Part 7 / Section 35-10-720
35-10-720 Filing application for reservation of limited liability partnership name -- issuance of certificate
Status: reserved

35-10-720 . Filing application for reservation of limited liability partnership name -- issuance of certificate. (1) A person seeking to reserve a limited liability partnership name shall submit a completed application and all applicable fees to the secretary of state.

(2) The application for a proposed limited liability partnership name must include but is not limited to the following information:

(a) the complete limited liability partnership name to be reserved;

(b) the name and business mailing address of the limited liability partnership;

(c) the date the limited liability partnership intends to commence business; and

(d) a description of business that the limited liability partnership intends to transact.

(3) If the secretary of state finds the application complies with the provisions of this part, the secretary of state shall:

(a) endorse on the application the word "filed" and the date on which the application was filed;

(b) file the application in the secretary of state's office; and

(c) issue a certificate of reservation to the person who submits the application.
Mont. Code Ann. § 35-10-618 — MT Code / Title 35 / Chapter 10 / Part 6 / Section 35-10-618
35-10-618 Effect of partner's dissociation
Status: in_force

35-10-618 . Effect of partner's dissociation. (1) If a partner's dissociation results in a dissolution and winding up of the partnership business, 35-10-602 , 35-10-609 , and 35-10-624 through 35-10-629 apply; otherwise 35-10-619 through 35-10-623 apply.

(2) Upon a partner's dissociation:

(a) the partner's right to participate in the management and conduct of the partnership business terminates, except as provided in 35-10-609 ;

(b) the partner's duty of loyalty under 35-10-405 (2)(c) terminates; and

(c) the partner's duty of loyalty under 35-10-405 (2)(a) and (2)(b) and duty of care under 35-10-405 (4) continue only with regard to matters arising or events occurring before the dissociation.
Mont. Code Ann. § 35-12-703 — MT Code / Title 35 / Chapter 12 / Part 7 / Section 35-12-703
35-12-703 No liability as limited partner for limited partnership obligations
Status: in_force

35-12-703 . No liability as limited partner for limited partnership obligations. An obligation of a limited partnership, whether arising in contract, tort, or otherwise, is not the obligation of a limited partner. A limited partner is not personally liable, directly or indirectly, by way of contribution or otherwise, for an obligation of a limited partnership solely by reason of being a limited partner even if the limited partner participates in the management and control of the limited partnership.
Mont. Code Ann. § 35-18-328 — MT Code / Title 35 / Chapter 18 / Part 3 / Section 35-18-328
35-18-328 Authority to indemnify
Status: in_force

35-18-328 . Authority to indemnify. (1) Except as provided in subsection (4), an individual who is made a party to a proceeding because the individual is or was a trustee or officer may be indemnified against liability incurred in the proceeding if:

(a) the individual conducted business in good faith;

(b) the individual reasonably believed:

(i) in the case of conduct in the individual's official capacity with the cooperative, that the individual's conduct was in the cooperative's best interests; and

(ii) in all other cases, that the individual's conduct was at least not opposed to the cooperative's best interests; and

(c) in the case of any criminal proceeding, the individual had no reasonable cause to believe that the conduct was unlawful.

(2) The termination of a proceeding by judgment, order, settlement, conviction, or upon a plea of nolo contendere or its equivalent is not, of itself, a determination that the trustee or officer did not meet the standard of conduct described in this section.

(3) A cooperative may not indemnify a trustee or officer under this section:

(a) in connection with a proceeding by or in the right of the cooperative in which the trustee or officer was adjudged liable to the cooperative; or

(b) in connection with any other proceeding charging improper personal benefit to the trustee or officer, whether or not involving action in the trustee's or officer's official capacity, in which the trustee or officer was adjudged liable on the basis that personal benefit was improperly received by the trustee or officer.

(4) Indemnification permitted under this section in connection with a proceeding by or in the right of the cooperative is limited to reasonable expenses incurred in connection with the proceeding.
Mont. Code Ann. § 35-2-822 — MT Code / Title 35 / Chapter 2 / Part 8 / Section 35-2-822
35-2-822 Application for certificate of authority
Status: in_force

35-2-822 . Application for certificate of authority. A foreign corporation may apply for a certificate of authority to transact business in this state by delivering an application to the secretary of state. The application must set forth:

(1) the name of the foreign corporation or, if its name is unavailable for use in this state, a corporate name that satisfies the requirements of 35-2-826 ;

(2) the name of the state, tribe, or country under whose law it is incorporated;

(3) the date of incorporation and period of duration;

(4) the business mailing address of its principal office;

(5) the information required by 35-7-105 (1);

(6) the names and business mailing addresses of its current directors and officers;

(7) whether the foreign corporation has members;

(8) whether the foreign corporation, if it had been incorporated in this state, would be a public benefit corporation, mutual benefit corporation, or religious corporation;

(9) the purpose or purposes of the foreign corporation that it proposes to pursue in the transaction of business in this state; and

(10) a statement that the foreign corporation has complied with the organizational laws in the jurisdiction in which it is organized and that the foreign corporation exists in that jurisdiction.
Mont. Code Ann. § 35-2-224 — MT Code / Title 35 / Chapter 2 / Part 2 / Section 35-2-224
35-2-224 Class voting by members on amendments
Status: in_force

35-2-224 . Class voting by members on amendments. (1) The members of a class in a public benefit corporation are entitled to vote as a class on a proposed amendment to the articles if the amendment would change the rights of that class as to voting in a manner different from the manner in which the amendment affects another class or members of another class.

(2) The members of a class in a mutual benefit corporation are entitled to vote as a class on a proposed amendment to the articles if the amendment would:

(a) affect the rights, privileges, preferences, restrictions, or conditions of that class as to voting, dissolution, redemption, or transfer of memberships in a manner different from the manner in which the amendment would affect another class;

(b) change the rights, privileges, preferences, restrictions, or conditions of that class as to voting, dissolution, redemption, or transfer by changing the rights, privileges, preferences, restrictions, or conditions of another class;

(c) increase or decrease the number of memberships authorized for that class;

(d) increase the number of memberships authorized for another class;

(e) cause an exchange, reclassification, or termination of the memberships of that class; or

(f) authorize a new class of memberships.

(3) The members of a class of a religious corporation are entitled to vote as a class on a proposed amendment to the articles only if a class vote is provided for in the articles or bylaws.

(4) If a class is to be divided into two or more classes as a result of an amendment to the articles of a public benefit corporation or mutual benefit corporation, the amendment must be approved by the members of each class that would be created by the amendment.

(5) Except as provided in the articles or bylaws of a religious corporation, if a class vote is required to approve an amendment to the articles of a corporation, the amendment must be approved by the members of the class by two-thirds of the votes cast by the class or a majority of the voting power of the class, whichever is less.

(6) A class of members of a public benefit corporation or mutual benefit corporation is entitled to the voting rights granted by this section although the articles and bylaws provide that the class may not vote on the proposed amendment.
Mont. Code Ann. § 35-9-103 — MT Code / Title 35 / Chapter 9 / Part 1 / Section 35-9-103
35-9-103 Definition and election of statutory close corporation status
Status: in_force

35-9-103 . Definition and election of statutory close corporation status. (1) A statutory close corporation is a corporation whose articles of incorporation contain a statement that the corporation is a statutory close corporation.

(2) A corporation having 25 or fewer shareholders may become a statutory close corporation by amending its articles of incorporation to include the statement required by subsection (1). The amendment must be approved by the holders of at least two-thirds of the votes of each class or series of shares of the corporation, voting as separate voting groups, whether or not otherwise entitled to vote on amendments. If the amendment is adopted, a shareholder who voted against the amendment is entitled to assert appraisal rights under Title 35, chapter 14, part 13.
Mont. Code Ann. § 35-14-855 — MT Code / Title 35 / Chapter 14 / Part 8 / Section 35-14-855
35-14-855 Determination and authorization of indemnification
Status: in_force

35-14-855 . Determination and authorization of indemnification. (1) A corporation may not indemnify a director under 35-14-851 unless authorized for a specific proceeding after a determination has been made that indemnification is permissible because the director has met the relevant standard of conduct set forth in 35-14-851 .

(2) The determination must be made:

(a) if there are two or more qualified directors, by the board of directors by a majority vote of all the qualified directors, a majority of whom for this purpose constitute a quorum, or by a majority of the members of a committee of two or more qualified directors appointed by a majority vote of all the qualified directors;

(b) by special legal counsel:

(i) selected in the manner prescribed in subsection (2)(a); or

(ii) if there are fewer than two qualified directors, selected by the board of directors, in which directors who are not qualified directors may participate; or

(c) by the shareholders, but shares owned by or voted under the control of a director who at the time is not a qualified director may not be voted on the determination.

(3) Authorization of indemnification must be made in the same manner as the determination that indemnification is permissible, except that if there are fewer than two qualified directors or if the determination is made by special legal counsel, authorization of indemnification must be made by those entitled to select special legal counsel under subsection (2)(b)(ii).
Mont. Code Ann. § 35-14-862 — MT Code / Title 35 / Chapter 14 / Part 8 / Section 35-14-862
35-14-862 Directors' action
Status: in_force

35-14-862 . Directors' action. (1) Directors' action respecting a director's conflicting interest transaction is effective for purposes of 35-14-861 (2)(a) if the transaction has been authorized by the affirmative vote of a majority, but no fewer than two, of the qualified directors who voted on the transaction after required disclosure by the conflicted director of information not already known by the qualified directors or after modified disclosure in compliance with subsection (2), provided that:

(a) the qualified directors have deliberated and voted outside the presence of and without participation by any other director; and

(b) if the action has been taken by a board committee, all members of the committee were qualified directors and either:

(i) the committee was composed of all the qualified directors on the board of directors; or

(ii) the members of the committee were appointed by the affirmative vote of a majority of the qualified directors on the board of directors.

(2) Notwithstanding subsection (1), when a transaction is a director's conflicting interest transaction only because a related person of the director is a party to or has a material financial interest in the transaction, the conflicted director is not obligated to make required disclosure to the extent that the director reasonably believes that doing so would violate a duty imposed under law, a legally enforceable obligation of confidentiality, or a professional ethics rule if the conflicted director discloses to the qualified directors voting on the transaction:

(a) all information required to be disclosed that is not violative of the duty, obligation, or rule;

(b) the existence and nature of the director's conflicting interest; and

(c) the nature of the conflicted director's duty not to disclose the confidential information.

(3) A majority, but no fewer than two, of all the qualified directors on the board of directors or on the board committee constitutes a quorum for purposes of action that complies with this section.

(4) If directors' action under this section does not satisfy a quorum or voting requirement applicable to the authorization of the transaction by reason of the articles of incorporation or bylaws or a provision of law, independent action to satisfy those authorization requirements must be taken by the board of directors or a board committee, in which directors who are not qualified directors may participate.
Mont. Code Ann. § 35-21-827 — MT Code / Title 35 / Chapter 21 / Part 8 / Section 35-21-827
35-21-827 Property interests in plot -- estate tax
Status: in_force

35-21-827 . Property interests in plot -- estate tax. (1) All plots conveyed to individuals are presumed to be the sole and separate property of the owner named in the instrument of conveyance.

(2) The spouse of an owner of a plot containing more than one interment space has a vested right to be interred in the plot, and a person becoming the spouse of the plot owner has a vested right to be interred in the plot if an interment space not subject to the vested right of interment for previous spouses is unoccupied at the time that the person becomes the spouse of the owner.

(3) A conveyance or other action of the owner without the written consent or joinder of the spouse of the owner may not divest the spouse of a vested right of interment, except that a final decree of dissolution of marriage between the owner and the spouse terminates the vested right of interment unless otherwise provided in the decree.

(4) If an interment is not made in a plot that has been transferred by deed or certificate of ownership to an individual owner or if all remains previously interred in the plot are lawfully removed, the plot descends upon the death of the owner to the owner's heirs-at-law, subject to the rights of interment of the decedent and the owner's surviving spouse unless the owner has disposed of the plot either in a will by a specific devise or by a written declaration filed and recorded in the office of the mausoleum-columbarium authority.

(5) Mausoleum or columbarium property passing to an individual by reason of the death of the owner is exempt from all estate taxes.
Mont. Code Ann. § 35-9-502 — MT Code / Title 35 / Chapter 9 / Part 5 / Section 35-9-502
35-9-502 Ordinary relief
Status: in_force

35-9-502 . Ordinary relief. (1) If the court finds that one or more of the grounds for relief described in 35-9-501 (1) exist, it may order one or more of the following types of relief:

(a) the performance, prohibition, alteration, or setting aside of any action of the corporation or of its shareholders, directors, or officers or any other party to the proceeding;

(b) the cancellation or alteration of any provision in the corporation's articles of incorporation or bylaws;

(c) the removal from office of any director or officer;

(d) the appointment of any individual as a director or officer;

(e) an accounting with respect to any matter in dispute;

(f) the appointment of a custodian to manage the business and affairs of the corporation;

(g) the appointment of a provisional director who has all the rights, powers, and duties of a duly elected director to serve for the term and under the conditions prescribed by the court;

(h) the payment of dividends;

(i) the award of damages to any aggrieved party.

(2) If the court finds that a party to the proceeding acted arbitrarily, vexatiously, or otherwise not in good faith, it may award one or more other parties their reasonable expenses, including counsel fees and the expenses of appraisers or other experts, incurred in the proceeding.
Mont. Code Ann. § 35-2-525 — MT Code / Title 35 / Chapter 2 / Part 5 / Section 35-2-525
35-2-525 Homeowners association -- remote meetings
Status: in_force

35-2-525 . Homeowners association -- remote meetings. (1) Unless the terms of the articles of incorporation or bylaws provide otherwise, a homeowners' association or an association of unit owners may hold a meeting by remote means.

(2) For the purposes of this section, the following definitions apply:

(a) "Association of unit owners" has the meaning provided in 70-23-102 , except that the unit owners do not have to have submitted their property to the provisions of Title 70, chapter 23, and the association is organized under the provisions of Title 35, chapter 2.

(b) "Homeowners' association" means a corporation organized under the provisions of Title 35, chapter 2, that is responsible for the operation of a community or a mobile home subdivision in which:

(i) the voting membership is made up of parcel owners or their agents, or a combination of parcel owners and their agents;

(ii) membership is a mandatory condition of parcel ownership; and

(iii) the corporation is authorized to impose assessments that, if unpaid, may become a lien on the parcel.

(c) "Remote means" includes telephone audio, teleconference, or videoconference.
Mont. Code Ann. § 35-16-312 — MT Code / Title 35 / Chapter 16 / Part 3 / Section 35-16-312
35-16-312 Directors -- election -- term
Status: in_force

35-16-312 . Directors -- election -- term. Directors must be elected at the annual meeting and may hold office for the term and in the manner as specified in the bylaws.
Mont. Code Ann. § 35-14-1004 — MT Code / Title 35 / Chapter 14 / Part 10 / Section 35-14-1004
35-14-1004 Voting on amendments by voting groups
Status: in_force

35-14-1004 . Voting on amendments by voting groups. (1) The holders of the outstanding shares of a class are entitled to vote as a separate voting group, if shareholder voting is otherwise required by this chapter, on a proposed amendment to the articles of incorporation if the amendment would:

(a) effect an exchange or reclassification of all or part of the shares of the class into shares of another class;

(b) effect an exchange or reclassification or create the right of exchange of all or part of the shares of another class into shares of the class;

(c) change the rights, preferences, or limitations of all or part of the shares of the class;

(d) change the shares of all or part of the class into a different number of shares of the same class;

(e) create a new class of shares having rights or preferences with respect to distributions that are prior or superior to the shares of the class;

(f) increase the rights, preferences, or number of authorized shares of any class that, after giving effect to the amendment, have rights or preferences with respect to distributions that are prior or superior to the shares of the class;

(g) limit or deny an existing preemptive right of all or part of the shares of the class; or

(h) cancel or otherwise affect rights to distributions that have accumulated but have not yet been authorized on all or part of the shares of the class.

(2) If a proposed amendment would affect a series of a class of shares in one or more of the ways described in subsection (1), the holders of shares of that series are entitled to vote as a separate voting group on the proposed amendment.

(3) If a proposed amendment that entitles the holders of two or more classes or series of shares to vote as separate voting groups under this section would affect those two or more classes or series in the same or a substantially similar way, the holders of shares of all the classes or series so affected shall vote together as a single voting group on the proposed amendment unless otherwise provided in the articles of incorporation or added as a condition by the board of directors pursuant to 35-14-1003 (3).

(4) A class or series of shares is entitled to the voting rights granted by this section even if the articles of incorporation provide that the shares are nonvoting shares.
Mont. Code Ann. § 35-2-724 — MT Code / Title 35 / Chapter 2 / Part 7 / Section 35-2-724
35-2-724 Revocation of dissolution
Status: in_force

35-2-724 . Revocation of dissolution. (1) A corporation may revoke its dissolution within 120 days of its effective date.

(2) Revocation of dissolution must be authorized in the same manner as the dissolution was authorized unless that authorization permitted revocation by action of the board of directors alone, in which event the board of directors may revoke the dissolution without action by the members or any other person.

(3) After the revocation of dissolution is authorized, the corporation may revoke the dissolution by delivering to the secretary of state, for filing, articles of revocation of dissolution, together with a copy of its articles of dissolution, that set forth:

(a) the name of the corporation;

(b) the effective date of the dissolution that was revoked;

(c) the date that the revocation of dissolution was authorized;

(d) if the corporation's board of directors or incorporators revoked the dissolution, a statement to that effect;

(e) if the corporation's board of directors revoked a dissolution authorized by the members alone or in conjunction with another person or persons, a statement that revocation was permitted by action by the board of directors alone pursuant to that authorization; and

(f) if member or third person action was required to revoke the dissolution, the information required by 35-2-723 (1)(e) and (1)(f).

(4) Revocation of dissolution is effective upon the effective date of the articles of revocation of dissolution.

(5) When the revocation of dissolution is effective, it relates back to and takes effect as of the effective date of the dissolution and the corporation may resume carrying on its activities as if dissolution had never occurred.
Mont. Code Ann. § 35-12-501 — MT Code / Title 35 / Chapter 12 / Part 5 / Section 35-12-501
35-12-501 Short title
Status: in_force

35-12-501 . Short title. This chapter may be cited as the "Uniform Limited Partnership Act".
Mont. Code Ann. § 35-17-501 — MT Code / Title 35 / Chapter 17 / Part 5 / Section 35-17-501
35-17-501 Merger or consolidation authorized
Status: in_force

35-17-501 . Merger or consolidation authorized. It is lawful for two or more cooperative associations formed, before or after July 1, 1977, under the laws of the state of Montana to merge or consolidate with each other. One or more such associations may merge or consolidate with one or more associations incorporated under the laws of another state relating to organization of cooperative associations by complying with the provisions of this chapter or with the applicable laws of the state where the surviving or new association has its principal place of business.
Mont. Code Ann. § 35-2-1302 — MT Code / Title 35 / Chapter 2 / Part 13 / Section 35-2-1302
35-2-1302 Demand
Status: in_force

35-2-1302 . Demand. A complainant may not commence a derivative proceeding until:

(1) a written demand has been made upon the corporation to take suitable action;

(2) 90 days have expired from the date the demand was made, unless the complainant has earlier been notified that the demand has been rejected by the corporation or unless irreparable injury to the corporation would result by waiting for the expiration of the 90-day period; and

(3) the complainant has notified the attorney general prior to commencing a proceeding if the proceeding involves a public benefit corporation or assets held in charitable trust by a mutual benefit corporation. Notification of the attorney general must be made by mailing the attorney general a copy of the complaint.
Mont. Code Ann. § 35-14-620 — MT Code / Title 35 / Chapter 14 / Part 6 / Section 35-14-620
35-14-620 Subscription for shares -- before incorporation
Status: in_force

35-14-620 . Subscription for shares -- before incorporation. (1) A subscription for shares entered into before incorporation is irrevocable for 6 months unless the subscription agreement provides a longer or shorter period or all the subscribers agree to revocation.

(2) The board of directors may determine the payment terms of subscriptions for shares that were entered into before incorporation unless the subscription agreement specifies them. A call for payment by the board of directors must be uniform so far as practicable as to all shares of the same class or series unless the subscription agreement specifies otherwise.

(3) Shares issued pursuant to subscriptions entered into before incorporation are fully paid and nonassessable when the corporation receives the consideration specified in the subscription agreement.

(4) If a subscriber defaults in payment of cash or property under a subscription agreement entered into before incorporation, the corporation may collect the amount owed as any other debt. Alternatively, unless the subscription agreement provides otherwise, the corporation may rescind the agreement and may sell the shares if the debt remains unpaid for more than 20 days after the corporation delivers a written demand for payment to the subscriber.
Mont. Code Ann. § 35-18-405 — MT Code / Title 35 / Chapter 18 / Part 4 / Section 35-18-405
35-18-405 Dissolution and winding up of cooperative that has commenced business
Status: in_force

35-18-405 . Dissolution and winding up of cooperative that has commenced business. A cooperative that has commenced business may dissolve voluntarily and wind up its affairs in the following manner:

(1) The board of trustees shall first recommend that the cooperative be dissolved voluntarily, and then the proposition that the cooperative be dissolved must be submitted to the members of the cooperative at any annual or special meeting, the notice of which must set forth the proposition. The proposed voluntary dissolution must be considered to be approved upon the affirmative vote of not less than two-thirds of all of the members of the cooperative.

(2) Upon approval, a certificate of election to dissolve, designated the "certificate", must be executed on behalf of the cooperative by its president or vice president and its corporate seal must be affixed to the certificate and attested by its secretary or assistant secretary. The certificate must state the name of the cooperative, the address of its principal office, the names and addresses of its trustees, and the total number of members who voted for and against the voluntary dissolution of the cooperative. The president or vice president executing the certificate shall also make and attach to the certificate an affidavit stating that the provisions of this subsection were complied with. The certificate and affidavit must be submitted to the secretary of state for filing as provided in this chapter.

(3) Upon the filing of the certificate and affidavit by the secretary of state, the cooperative must cease to carry on its business except to the extent necessary for the winding up of the cooperative, but its corporate existence continues until articles of dissolution have been filed by the secretary of state.

(4) After the filing of the certificate and affidavit by the secretary of state, the board of trustees shall immediately cause notice of the winding up proceedings to be mailed to each known creditor and claimant and to be published once a week for 2 successive weeks in a newspaper of general circulation in the county in which the principal office of the cooperative is located.

(5) The board of trustees has full power to wind up and settle the affairs of the cooperative and shall proceed to collect the debts owing to the cooperative, convey and dispose of its property and assets, pay, satisfy, and discharge its debts, obligations, and liabilities, and do all other things required to liquidate its business and affairs and after paying or adequately providing for the payment of all its debts, obligations, and liabilities shall distribute the remainder of its property and assets among its members in proportion to the aggregate patronage of each member during the 7 years preceding the date of filing of the certificate or, if the cooperative has not been in existence for 7 years, during the period of its existence.

(6) When all debts, liabilities, and obligations of the cooperative have been paid and discharged or adequate provision has been made for payment or discharge and all of the remaining property and assets of the cooperative have been distributed to the members pursuant to the provisions of this section, the board of trustees shall authorize the execution of articles of dissolution, which must be executed on behalf of the cooperative by its president or vice president and its corporate seal must be affixed to the articles and attested by its secretary. The articles of dissolution must recite in the caption that they are executed pursuant to this chapter and must state:

(a) the name of the cooperative;

(b) the address of the principal office of the cooperative;

(c) that the cooperative has previously delivered to the secretary of state a certificate of election to dissolve and the date on which the certificate was filed by the secretary of state in the records of that office;

(d) that all debts, obligations, and liabilities of the cooperative have been paid and discharged or that adequate provision has been made for payment or discharge;

(e) that all the remaining property and assets of the cooperative have been distributed among the members in accordance with the provisions of this section; and

(f) that there are no actions or suits pending against the cooperative. The president or vice president executing the articles of dissolution shall also make and attach to the articles an affidavit stating that the provisions of this subsection (6) were complied with. The articles of dissolution and affidavit, accompanied by proof of the publication required in this subsection (6), must be submitted to the secretary of state for filing as provided in this chapter.
Mont. Code Ann. § 35-2-910 — MT Code / Title 35 / Chapter 2 / Part 9 / Section 35-2-910
35-2-910 Limitations on use of membership list
Status: in_force

35-2-910 . Limitations on use of membership list. (1) Without consent of the board, a membership list or any part of it may not be obtained or used by a person for any purpose unrelated to a member's interest as a member.

(2) Without limiting the generality of the provisions of subsection (1), without the consent of the board a membership list or any part of it may not be:

(a) used to solicit money or property unless the money or property will be used solely to solicit the votes of the members in an election to be held by the corporation;

(b) used for any commercial purpose; or

(c) sold to or purchased by any person.
Mont. Code Ann. § 35-2-820 — MT Code / Title 35 / Chapter 2 / Part 8 / Section 35-2-820
35-2-820 Authority to transact business required
Status: in_force

35-2-820 . Authority to transact business required. (1) A foreign corporation may not transact business in this state until it obtains a certificate of authority from the secretary of state.

(2) The following activities, among others, do not constitute transacting business within the meaning of subsection (1):

(a) maintaining, defending, or settling any proceeding;

(b) holding meetings of the board of directors or members or carrying on other activities concerning internal corporate affairs;

(c) maintaining bank accounts;

(d) maintaining offices or agencies for the transfer, exchange, and registration of memberships or securities or maintaining trustees or depositaries with respect to those securities;

(e) selling through independent contractors;

(f) soliciting or obtaining orders, whether by mail or through employees or agents or otherwise, if the orders require acceptance outside this state before they become contracts;

(g) creating or acquiring indebtedness, mortgages, and security interests in real or personal property;

(h) securing or collecting debts or enforcing mortgages and security interests in property securing the debts;

(i) owning real or personal property:

(i) that is acquired incident to activities described in subsection (2)(h) if the property is disposed of within 5 years after the date of acquisition; or

(ii) that does not produce income or is not used in the performance of a corporate function;

(j) conducting an isolated transaction that is completed within 30 days and that is not a transaction in the course of repeated transactions of a similar nature; or

(k) transacting business in interstate commerce.

(3) The list of activities in subsection (2) is not exhaustive.
Mont. Code Ann. § 35-7-106 — MT Code / Title 35 / Chapter 7 / Part 1 / Section 35-7-106
35-7-106 Listing of commercial registered agent
Status: in_force

35-7-106 . Listing of commercial registered agent. (1) An individual or a domestic or foreign entity may become listed as a commercial registered agent by filing with the secretary of state a commercial registered agent listing statement signed by or on behalf of the person that states:

(a) the name of the individual or the name, type, and jurisdiction of organization of the entity;

(b) that the person is in the business of serving as a commercial registered agent in this state; and

(c) the address of a place of business of the person in this state to which service of process and other notice and documents being served on or sent to entities represented by it may be delivered.

(2) If the name of a person filing a commercial registered agent listing statement is not distinguishable on the records of the secretary of state from the name of another commercial registered agent listed under this section, the person shall adopt a fictitious name that is distinguishable and use that name in its statement and when it does business in this state as a commercial registered agent.

(3) A commercial registered agent listing statement takes effect on filing.

(4) The secretary of state shall note the filing of the commercial registered agent listing statement in the index of filings maintained by the secretary of state for each entity represented by the registered agent at the time of the filing. The statement has the effect of deleting the address of the registered agent from the registered agent filing of each of those entities.
Mont. Code Ann. § 35-21-810 — MT Code / Title 35 / Chapter 21 / Part 8 / Section 35-21-810
35-21-810 Disposition of remains -- liability
Status: in_force

35-21-810 . Disposition of remains -- liability. (1) The right to control the disposition of the remains of a deceased person, unless other directions have been given by the decedent, is as provided in 37-19-904 .

(2) The liability for the reasonable cost of interment devolves jointly and severally upon all kin of the decedent listed in 37-19-904 in the same degree of kindred and upon the estate of the decedent.

(3) A person signing an authorization for the interment of any remains warrants the truthfulness of any fact set forth in the authorization, the identity of the person whose remains are sought to be interred, and the person's authority to order the interment. The person signing the authorization is personally liable for all damage occasioned by or resulting from breach of the warranty.

(4) The mausoleum-columbarium authority may inter any remains upon the receipt of a written authorization of a person representing to be a person who has acquired the right to control the disposition of the remains. A mausoleum-columbarium authority is not liable for interring pursuant to the authorization unless it has actual notice that presentation is untrue.
Mont. Code Ann. § 35-14-123 — MT Code / Title 35 / Chapter 14 / Part 1 / Section 35-14-123
35-14-123 Effective date -- filed document
Status: in_force

35-14-123 . Effective date -- filed document. (1) Except to the extent otherwise provided in 35-14-124 (3) and 35-14-145 through 35-14-152 , a document accepted for filing is effective:

(a) on the date and at the time of filing, as provided in 35-14-125 (2);

(b) on the date of filing and at the time specified in the document as its effective time if later than the time under subsection (1)(a);

(c) at a specified delayed effective date and time, which may not be more than 90 days after filing; or

(d) if a delayed effective date is specified but no time is specified, at 12:01 a.m. on the date specified, which may not be more than 90 days after the date of filing.

(2) If a filed document does not specify the time zone or place at which a date or time or both are to be determined, the date or time or both at which it becomes effective are those prevailing at the place of filing in this state.
Mont. Code Ann. § 35-18-205 — MT Code / Title 35 / Chapter 18 / Part 2 / Section 35-18-205
35-18-205 Change of principal office without amendment
Status: in_force

35-18-205 . Change of principal office without amendment. A cooperative may, without amending its articles of incorporation, upon authorization of its board of trustees, change the location of its principal office by filing a certificate of change of principal office executed by its president or vice-president, under its seal attested by its secretary, in the office of the secretary of state and also in each county office in which its articles of incorporation or any prior certificate of change of principal office of such cooperative has been filed and paying the fees prescribed in this chapter in connection therewith. Such cooperative shall also, within 30 days after the filing of such certificate of change of principal office in any county office, file therein certified copies of its articles of incorporation and all amendments thereto, if not already on file therein.
Mont. Code Ann. § 35-4-111 — MT Code / Title 35 / Chapter 4 / Part 1 / Section 35-4-111
35-4-111 Application of the Montana Business Corporation Act
Status: in_force

35-4-111 . Application of the Montana Business Corporation Act. The Montana Business Corporation Act applies to professional corporations, domestic and foreign, except to the extent its provisions are inconsistent with this chapter.
Mont. Code Ann. § 35-14-727 — MT Code / Title 35 / Chapter 14 / Part 7 / Section 35-14-727
35-14-727 Modifying quorum or voting requirements
Status: in_force

35-14-727 . Modifying quorum or voting requirements. An amendment to the articles of incorporation that adds, changes, or deletes a quorum or voting requirement must meet the same quorum requirement and be adopted by the same vote and voting groups required to take action under the quorum and voting requirements then in effect or proposed to be adopted, whichever is greater.
Mont. Code Ann. § 35-8-1014 — MT Code / Title 35 / Chapter 8 / Part 10 / Section 35-8-1014
35-8-1014 Admission of foreign professional limited liability companies -- application -- revocation
Status: in_force

35-8-1014 . Admission of foreign professional limited liability companies -- application -- revocation. (1) A foreign professional limited liability company is entitled to a certificate of authority to transact business in this state only if:

(a) the name of the foreign professional limited liability company meets the requirements of 35-8-1302 ;

(b) the foreign professional limited liability company is organized only for purposes for which a professional limited liability company may be organized under part 13 of this chapter; and

(c) all the members and not less than one-half of the managers of the foreign professional limited liability company are qualified persons with respect to the foreign professional limited liability company.

(2) Notwithstanding 35-8-1001 , a foreign professional limited liability company may not be required to obtain a certificate of authority to transact business in this state unless it maintains an office in this state for the conduct of business or professional practice.

(3) The application for a certificate of authority must include a statement that all the members and not less than one-half of the managers are licensed in at least one state or territory or the District of Columbia to render a professional service described in the statement of purposes of the foreign professional limited liability company.

(4) The certificate of authority may be revoked by the secretary of state if the foreign professional limited liability company fails to comply with any provision of part 13 of this chapter. The licensing authority shall certify to the secretary of state, from time to time, the names of all foreign professional limited liability companies that have given cause for revocation, together with the pertinent facts, and shall concurrently mail to each foreign professional limited liability company through its registered agent a notice that the certification has been made. A certificate of authority of a foreign professional limited liability company may not be revoked unless there have been both 60 days' notice of intent to revoke and a failure to correct the noncompliance during the 60 days.

(5) A foreign professional limited liability company is subject to all other provisions of part 13 of this chapter not inconsistent with this section.
Mont. Code Ann. § 35-2-121 — MT Code / Title 35 / Chapter 2 / Part 1 / Section 35-2-121
35-2-121 Effective date of document
Status: in_force

35-2-121 . Effective date of document. (1) Except as provided in subsection (2), a document is effective:

(a) at the time of filing on the date it is filed, as evidenced by the secretary of state's endorsement on the original document; or

(b) at the time specified in the document as its effective time on the date it is filed.

(2) A document may specify a delayed effective time and date, and if it does so the document becomes effective at the time and date specified. If a delayed effective date but no time is specified, the document is effective at the close of business on that date. A delayed effective date for a document may not be later than 90 days after the date it is filed.
Mont. Code Ann. § 35-8-1216 — MT Code / Title 35 / Chapter 8 / Part 12 / Section 35-8-1216
35-8-1216 Effect of conversion of limited liability company to domestic corporation or limited liability partnership
Status: in_force

35-8-1216 . Effect of conversion of limited liability company to domestic corporation or limited liability partnership. (1) When a conversion becomes effective:

(a) all property owned by and every contract right possessed by the converting limited liability company remain the property and contract rights of the converted domestic corporation or limited liability partnership without transfer, reversion, or impairment;

(b) all debts, obligations, and other liabilities of the converting limited liability company remain the debts, obligations, and other liabilities of the converted domestic corporation or limited liability partnership;

(c) the name of the converted domestic corporation or limited liability partnership may be but need not be substituted for the name of the converting limited liability company in any pending action or proceeding;

(d) if the converted entity is a domestic corporation, its articles of incorporation and bylaws become effective;

(e) if the converted entity is a domestic limited liability partnership, the application of registration of the limited liability partnership and its partnership agreement become effective;

(f) the interests of the converting limited liability company are reclassified into shares, interests or other securities, obligations, rights to acquire shares, eligible interests or other securities, cash, or other property in accordance with the terms of the plan of conversion, and the members and transferees of interests of the converting limited liability company are entitled only to the rights provided to them by those terms and to any contractual appraisal rights they may have under the articles of organization or the operating agreement of the converting limited liability company; and

(g) the converted domestic corporation or limited liability partnership is:

(i) incorporated or created under and subject to the provisions of provisions of Title 35, chapter 14, in the case of a converted domestic corporation and the provisions of Title 35, chapter 10, applicable to a limited liability partnership in the case of a converted domestic limited liability partnership;

(ii) the same entity without interruption as the converting limited liability company; and

(iii) considered to have been incorporated or created on the date that the converting limited liability company was originally organized.

(2) Except as otherwise provided in the articles of incorporation of a domestic corporation or the organic law or organic rules of a domestic limited liability partnership, an interest holder of the converting limited liability company who becomes subject to interest holder liability with respect to a domestic corporation or limited liability partnership as a result of the conversion has the interest holder liability only with respect to interest holder liabilities that arise after the conversion becomes effective.

(3) Except as otherwise provided in the organic law or the organic rules of the converting limited liability company, the interest holder liability of an interest holder in a converting limited liability company that converts to a domestic corporation or a limited liability partnership who had interest holder liability with respect to that converting limited liability company before the conversion becomes effective is as follows:

(a) The conversion does not discharge that prior interest holder liability with respect to any interest holder liabilities that arose before the conversion became effective.

(b) The provisions of the organic law of the converting limited liability company continue to apply to the collection or discharge of any interest holder liabilities preserved by subsection (3)(a) as if the conversion had not occurred.

(c) The interest holder has the rights of contribution from other persons that are provided by the organic law or the organic rules of the converting limited liability company with respect to any interest holder liabilities preserved by subsection (3)(a) as if the conversion had not occurred.

(d) The interest holder does not, by reason of the prior interest holder liability, have interest holder liability with respect to any interest holder liabilities that arise after the conversion becomes effective.

(4) A conversion does not require the converting limited liability company to wind up its affairs and does not constitute or cause the dissolution or termination of the converting limited liability company.
Mont. Code Ann. § 35-6-104 — MT Code / Title 35 / Chapter 6 / Part 1 / Section 35-6-104
35-6-104 Involuntary dissolution -- procedure
Status: in_force

35-6-104 . Involuntary dissolution -- procedure. (1) On or before September 1 of each year, the secretary of state shall compile a list of defaulting corporations, together with the amount of any filing fee, penalty, or costs remaining unpaid.

(2) The secretary of state shall give notice to the defaulting corporations by:

(a) delivering a letter addressed to the corporation in care of its registered agent or any director or officer; or

(b) publication of a general notice to all Montana corporations once a month for 3 consecutive months in a newspaper of general circulation in Lewis and Clark County.

(3) The notice referred to in subsection (2) shall specify the fact of the proposed dissolution and state that unless the grounds for dissolution described in 35-6-102 have been rectified within 90 days following the delivery or publication of notice:

(a) the secretary of state will dissolve defaulting corporations;

(b) defaulting corporations will forfeit the amount of any tax, penalty, or costs to the state of Montana; and

(c) defaulting corporations will forfeit their rights to carry on business within the state.

(4) After 90 days following delivery or publication of each notice, the secretary of state may, by order, dissolve all corporations which have not satisfied the requirements of applicable law and compile a full and complete list containing the names of all corporations that have been so dissolved. The secretary of state shall immediately give notice to the dissolved corporation as specified in subsection (2).

(5) In the case of involuntary dissolution, all the property and assets of the dissolved corporation must be held in trust by the directors of the corporation and 35-2-729 is applicable to liquidate the property and assets if necessary.
Mont. Code Ann. § 35-9-205 — MT Code / Title 35 / Chapter 9 / Part 2 / Section 35-9-205
35-9-205 Compulsory purchase of shares after death of shareholder
Status: in_force

35-9-205 . Compulsory purchase of shares after death of shareholder. (1) Sections 35-9-206 through 35-9-208 and this section apply to a statutory close corporation only if so provided in its articles of incorporation. If these sections apply, the executor or administrator of the estate of a deceased shareholder may require the corporation to purchase or cause to be purchased all but not less than all of the decedent's shares or to be dissolved.

(2) The provisions of 35-9-206 through 35-9-208 may be modified only if the modification is set forth or referred to in the articles of incorporation.

(3) An amendment to the articles of incorporation to provide for application of 35-9-206 through 35-9-208 or to modify or delete the provisions of these sections must be approved by the holders of at least two-thirds of the votes of each class or series of shares of the statutory close corporation, voting as separate voting groups, whether or not otherwise entitled to vote on amendments. If the corporation has no shareholders when the amendment is proposed, it must be approved by at least two-thirds of the subscribers for shares, if any, or if none, by all of the incorporators.

(4) A shareholder who votes against an amendment to modify or delete the provisions of 35-9-206 through 35-9-208 is entitled to appraisal rights under Title 35, chapter 14, part 13, if the amendment upon adoption terminates or substantially alters the shareholder's existing rights under these sections to have the shareholder's shares purchased.

(5) A shareholder may waive the shareholder's and the shareholder's estate's rights under 35-9-206 through 35-9-208 by a signed writing.

(6) Sections 35-9-206 through 35-9-208 do not prohibit any other agreement providing for the purchase of shares upon a shareholder's death, nor do they prevent a shareholder from enforcing any remedy that the shareholder has independently of 35-9-206 through 35-9-208 .
Mont. Code Ann. § 35-8-707 — MT Code / Title 35 / Chapter 8 / Part 7 / Section 35-8-707
35-8-707 Transfer of distributional interest -- rights of transferee
Status: in_force

35-8-707 . Transfer of distributional interest -- rights of transferee. (1) A transfer of a member's distributional interest does not entitle the transferee to become a member or to exercise any rights of a member. A transfer entitles the transferee to receive, to the extent transferred, only the distributions to which the transferor would be entitled.

(2) A transferee of a distributional interest may become a member of a limited liability company if and to the extent that the transferor gives the transferee the right in accordance with authority described in writing in the operating agreement or if all other members consent.

(3) A transferee who has become a member, to the extent transferred, has the rights and powers, and is subject to the restrictions and liabilities, of a member under the operating agreement of a limited liability company and the provisions of this chapter. A transferee who becomes a member also is liable for the transferor member's obligations to make contributions under 35-8-502 and for obligations under 35-8-605 to return unlawful distributions, but the transferee is not obligated for the transferor member's liabilities unknown to the transferee at the time that the transferee becomes a member.

(4) Whether or not a transferee of a distributional interest becomes a member under subsection (2), the transferor is not released from liability to the limited liability company under the operating agreement or the provisions of this chapter.

(5) A transferee who does not become a member is not entitled to participate in the management or conduct of the limited liability company's business, may not require access to information concerning the company's transactions, and may not inspect or copy any of the company's records.

(6) A transferee who does not become a member is entitled to:

(a) receive, in accordance with the transfer, distributions to which the transferor would otherwise be entitled;

(b) receive, upon dissolution and winding up of the limited liability company's business:

(i) in accordance with the transfer, the net amount otherwise distributable to the transferor; and

(ii) a statement of account only from the date of the latest statement of account agreed to by all the members; and

(c) seek under 35-8-902 (2) a judicial determination that it is equitable to dissolve and wind up the company's business.

(7) A limited liability company does not have to give effect to a transfer until it has notice of the transfer.
Mont. Code Ann. § 35-14-1102 — MT Code / Title 35 / Chapter 14 / Part 11 / Section 35-14-1102
35-14-1102 Merger
Status: in_force

35-14-1102 . Merger. (1) By complying with this part:

(a) one or more domestic business corporations may merge with one or more domestic or foreign business corporations or eligible entities pursuant to a plan of merger, resulting in a survivor; and

(b) two or more foreign business corporations or domestic or foreign eligible entities may merge, resulting in a survivor that is a domestic business corporation created in the merger.

(2) By complying with the provisions of this part applicable to foreign entities, a foreign business corporation or a foreign eligible entity may be a party to a merger with a domestic business corporation or may be created as the survivor in a merger in which a domestic business corporation is a party, but only if the merger is permitted by the organic law of the foreign business corporation or eligible entity.

(3) If the organic law or organic rules of a domestic eligible entity do not provide procedures for the approval of a merger, a plan of merger may nonetheless be adopted and approved by the unanimous consent of all of the interest holders of the eligible entity, and the merger may then be effected as provided in the other provisions of this part. For the purposes of applying this part:

(a) the eligible entity and its members or interest holders, eligible interests, and articles of incorporation or other organic rules taken together are considered a domestic business corporation and its shareholders, shares, and articles of incorporation, respectively and vice versa, as the context may require; and

(b) if the business and affairs of the eligible entity are managed by a person or persons that are not identical to the members or interest holders, the person or persons are considered the board of directors.

(4) The plan of merger must include:

(a) as to each party to the merger, its name, jurisdiction of formation, and type of entity;

(b) the survivor's name, jurisdiction of formation, and type of entity and, if the survivor is to be created in the merger, a statement to that effect;

(c) the terms and conditions of the merger;

(d) the manner and basis of converting the shares of each merging domestic or foreign business corporation and eligible interests of each merging domestic or foreign eligible entity into shares or other securities, eligible interests, obligations, rights to acquire shares, or other securities or eligible interests, cash, other property, or any combination;

(e) the articles of incorporation of any domestic or foreign business or nonprofit corporation or the public organic record of any domestic or foreign unincorporated entity to be created by the merger or, if a new domestic or foreign business or nonprofit corporation or unincorporated entity is not to be created by the merger, any amendments to the survivor's articles of incorporation or other public organic record; and

(f) any other provisions required by the laws under which any party to the merger is organized or by which it is governed or by the articles of incorporation or organic rules of the party.

(5) In addition to the requirements of subsection (4), a plan of merger may contain any other provision not prohibited by law.

(6) Terms of a plan of merger may be made dependent on facts objectively ascertainable outside the plan in accordance with 35-14-120 (11).

(7) A plan of merger may be amended only with the consent of each party to the merger except as provided in the plan. A domestic party to a merger may approve an amendment to a plan:

(a) in the same manner as the plan was approved if the plan does not provide for the manner in which it may be amended; or

(b) in the manner provided in the plan, except that shareholders, members, or interest holders that were entitled to vote on or consent to approval of the plan are entitled to vote on or consent to any amendment of the plan that will change:

(i) the amount or kind of shares or other securities, eligible interests, obligations, rights to acquire shares or other securities or eligible interests, cash, or other property to be received under the plan by the shareholders, members, or interest holders of any party to the merger;

(ii) the articles of incorporation of any domestic or foreign business or nonprofit corporation, or the organic rules of any unincorporated entity, that will be the survivor of the merger except changes permitted by 35-14-1005 or by comparable provisions of the organic law of any domestic or foreign business corporation, domestic or foreign nonprofit corporation, or unincorporated entity; or

(iii) any other terms or conditions of the plan if the change would adversely affect the shareholders, members, or interest holders in any material respect.
Mont. Code Ann. § 35-18-318 — MT Code / Title 35 / Chapter 18 / Part 3 / Section 35-18-318
35-18-318 Long-term indebtedness -- membership approval and review -- cooperative requirements
Status: in_force

35-18-318 . Long-term indebtedness -- membership approval and review -- cooperative requirements. (1) Before a cooperative creates or enters into an agreement that results in any direct or indirect obligation for the repayment of long-term bonded indebtedness for financing directly or indirectly the construction, maintenance, or operation of nuclear power generating facilities that may result in a rate increase to the cooperative's members for repayment of the obligation, the cooperative must receive approval from a majority of those members present and voting at the meeting. The approval must be obtained at a special meeting held for that purpose.

(2) Except as provided in subsection (6) and in accordance with subsections (3) and (4), a generation and transmission cooperative must receive approval from a two-thirds majority of the distribution cooperative members of the generation and transmission cooperative before the generation and transmission cooperative:

(a) creates or enters into an agreement that results in direct or indirect obligation for the repayment of long-term bonded indebtedness for financing directly or indirectly the construction of electric generating facilities with a nameplate capacity exceeding 10% of a generation and transmission cooperative's maximum 1-hour demand for the prior year; or

(b) enters into an energy contract allowing for the purchase of electricity that exceeds the generation and transmission cooperative's load levels after factoring in existing supply contracts and generation, if any, for the period to be contracted.

(3) Approval required pursuant to subsection (2) is granted using a three-fifths majority of the board of trustees of each distribution cooperative that is a member of the generation and transmission cooperative.

(4) (a) Approval of each distribution cooperative's board of trustees pursuant to subsection (3) must be obtained at a special meeting held for that purpose.

(b) Notice of the need for a vote by each distribution cooperative's board of trustees must be provided at least 60 days in advance of the vote.

(5) (a) A member distribution cooperative may provide a study by an independent entity of rate impact and comparative costs of projects similar to those proposed by a generation and transmission cooperative. The study must be conducted in the most cost-effective manner practicable.

(b) If the study is provided pursuant to this subsection (5), the generation and transmission cooperative shall reimburse up to 50% of the cost of the study to the distribution cooperative that provides the study.

(c) If the study is provided pursuant to this subsection (5), it must be considered by the generation and transmission cooperative's board of trustees prior to the vote required in subsection (2).

(6) Vote requirements pursuant to subsection (2) are not required for agreements created or entered into by generation and transmission cooperatives with regional generation and transmission cooperatives or federal power marketing administrations or their successors.

(7) At least 60 days before a vote required pursuant to subsection (2), a generation and transmission cooperative shall provide each distribution cooperative that is a member of the generation and transmission cooperative with load forecasts completed within the previous 12-month period for the generation and transmission cooperative.

(8) A member of a distribution cooperative may inspect a summary of the annual load forecasts provided pursuant to subsection (7). The summary is not required to include projected growth of industrial loads.

(9) A generation and transmission cooperative shall:

(a) give member distribution cooperatives the right to determine who serves as its representative on a generation and transmission cooperative's board of trustees;

(b) in accordance with 35-18-311 , give member distribution cooperatives the authority to certify the replacement of a trustee to fill a distribution cooperative's seat on a generation and transmission cooperative's board of trustees in the event of a vacancy;

(c) permit all members of a distribution cooperative's board of trustees and all distribution cooperative managers to be present at all generation and transmission cooperative board of trustees meetings, including teleconferences. Board members must be allowed to speak on any item on the meeting agenda.

(d) limit executive sessions of the generation and transmission cooperative's board of trustees to confidential matters and matters of individual privacy; and

(e) make available to members of a distribution cooperative's board of trustees and managers:

(i) financial reports of the generation and transmission cooperative; and

(ii) minutes of generation and transmission cooperative board meetings.

(10) As used in this section, the following definitions apply:

(a) "Distribution cooperative" means a cooperative organized in accordance with this chapter that is directly responsible for supplying electricity to and billing its members who are the ultimate consumers of the electricity.

(b) "Generation and transmission cooperative" means a Montana-based cooperative organized in accordance with this chapter that files articles of incorporation pursuant to 35-18-203 that either generates power or enters into contracts for power, or both. It enters into contracts for the sale of wholesale electricity to two or more distribution cooperative members and may or may not own transmission services.

(c) "Load forecast" means an estimate or projection of end-use electricity consumption based on projected changes in future end use, taking into account residential, commercial, industrial, and irrigation loads, populations, business cycles, appliance saturation, and efficiencies. It may be forecasted by sector or consumer class.

(d) "Regional generation and transmission cooperative" means a cooperative serving more than 400 megawatts of load with multiple generating facilities. Its members are in multiple states and are distribution cooperatives, generation and transmission cooperatives, or both.
Mont. Code Ann. § 35-12-1022 — MT Code / Title 35 / Chapter 12 / Part 10 / Section 35-12-1022
35-12-1022 Liability to other persons of person dissociated as general partner
Status: in_force

35-12-1022 . Liability to other persons of person dissociated as general partner. (1) A person's dissociation as a general partner does not of itself discharge the person's liability as a general partner for an obligation of the limited partnership incurred before dissociation. Except as otherwise provided in subsections (2) and (3), the person is not liable for a limited partnership's obligation incurred after dissociation.

(2) A person whose dissociation as a general partner resulted in a dissolution and winding up of the limited partnership's activities is liable to the same extent as a general partner under 35-12-803 on an obligation incurred by the limited partnership under 35-12-1211 .

(3) A person that has dissociated as a general partner but whose dissociation did not result in a dissolution and winding up of the limited partnership's activities is liable on a transaction entered into by the limited partnership after the dissociation only if:

(a) a general partner would be liable on the transaction; and

(b) at the time the other party enters into the transaction:

(i) less than 2 years has passed since the dissociation; and

(ii) the other party does not have notice of the dissociation and reasonably believes that the person is a general partner.

(4) By agreement with a creditor of a limited partnership and the limited partnership, a person dissociated as a general partner may be released from liability for an obligation of the limited partnership.

(5) A person dissociated as a general partner is released from liability for an obligation of the limited partnership if the limited partnership's creditor, with notice of the person's dissociation as a general partner but without the person's consent, agrees to a material alteration in the nature or time of payment of the obligation.
Mont. Code Ann. § 35-12-615 — MT Code / Title 35 / Chapter 12 / Part 6 / Section 35-12-615
35-12-615 Filing of facsimile copy
Status: in_force

35-12-615 . Filing of facsimile copy. (1) The secretary of state may treat a facsimile copy of a document that is required to be filed under this chapter and the signatures on the facsimile copy in the same manner as an original for purposes of this chapter. If all other requirements are met, the date of filing relates back to the date of receipt of the facsimile copy.

(2) A person who files a false document by facsimile copy is liable to the party aggrieved for three times the amount of damages resulting from the filing of the false document.
Mont. Code Ann. § 35-14-830 — MT Code / Title 35 / Chapter 14 / Part 8 / Section 35-14-830
35-14-830 Standards of conduct for directors
Status: in_force

35-14-830 . Standards of conduct for directors. (1) Each member of the board of directors, when discharging the duties of a director, shall act:

(a) in good faith; and

(b) in a manner the director reasonably believes to be in the best interests of the corporation.

(2) The members of the board of directors or a board committee, when becoming informed in connection with their decisionmaking function or devoting attention to their oversight function, shall discharge their duties with the care that a person in a like position would reasonably believe appropriate under similar circumstances.

(3) In discharging board or board committee duties, a director shall disclose or cause to be disclosed to the other board or committee members information not already known by them but known by the director to be material to the discharge of their decisionmaking or oversight functions, except that disclosure is not required to the extent that the director reasonably believes that doing so would violate a duty imposed under law, a legally enforceable obligation of confidentiality, or a professional ethics rule.

(4) In discharging board or board committee duties, a director who does not have knowledge that makes reliance unwarranted is entitled to rely on the performance by any of the persons specified in subsection (6)(a) or (6)(c) to whom the board may have delegated, formally or informally by course of conduct, the authority or duty to perform one or more of the board's functions that are delegable under applicable law.

(5) In discharging board or board committee duties, a director who does not have knowledge that makes reliance unwarranted is entitled to rely on information, opinions, reports, or statements, including financial statements and other financial data, prepared or presented by any of the persons specified in subsection (6).

(6) A director is entitled to rely, in accordance with subsection (4) or (5), on:

(a) one or more officers or employees of the corporation whom the director reasonably believes to be reliable and competent in the functions performed or the information, opinions, reports, or statements provided;

(b) legal counsel, public accountants, or other persons retained by the corporation as to matters involving skills or expertise the director reasonably believes are matters:

(i) within the particular person's professional or expert competence; or

(ii) as to which the particular person merits confidence; or

(c) a board committee of which the director is not a member if the director reasonably believes the committee merits confidence.
Mont. Code Ann. § 35-2-214 — MT Code / Title 35 / Chapter 2 / Part 2 / Section 35-2-214
35-2-214 Incorporation
Status: in_force

35-2-214 . Incorporation. (1) Unless a delayed effective date is specified, the corporate existence begins when the articles of incorporation are filed by the secretary of state.

(2) The secretary of state's filing of the articles of incorporation is conclusive proof that the incorporators have satisfied all conditions precedent to incorporation except in a proceeding by the state to cancel or revoke the incorporation or involuntarily dissolve the corporation.
Mont. Code Ann. § 35-16-101 — MT Code / Title 35 / Chapter 16 / Part 1 / Section 35-16-101
35-16-101 Applicability of general corporate law
Status: in_force

35-16-101 . Applicability of general corporate law. Except as otherwise herein specifically provided, corporations or districts organized under the provisions hereof shall be governed and controlled by the laws relative to corporations generally.
Mont. Code Ann. § 35-17-410 — MT Code / Title 35 / Chapter 17 / Part 4 / Section 35-17-410
35-17-410 Agreements and arrangements with other associations
Status: in_force

35-17-410 . Agreements and arrangements with other associations. Any association may upon resolution adopted by its board of directors enter into all necessary and proper stipulations, agreements, and contracts and arrangements with any other cooperative corporation, association, or associations formed in this or in any other state for the cooperative and more economical carrying on of its business or any part or parts thereof. Any two or more associations may by agreement between them unite in employing and using or may separately employ and use the same methods, means, and agencies for carrying on and conducting their respective businesses.
Mont. Code Ann. § 35-5-102 — MT Code / Title 35 / Chapter 5 / Part 1 / Section 35-5-102
35-5-102 Classification of business trusts
Status: in_force

35-5-102 . Classification of business trusts. Business trusts shall be either domestic or foreign. A domestic business trust is a business trust organized under the laws of this state. A foreign business trust includes every other business trust.
Mont. Code Ann. § 35-8-1003 — MT Code / Title 35 / Chapter 8 / Part 10 / Section 35-8-1003
35-8-1003 Application for certificate of authority
Status: in_force

35-8-1003 . Application for certificate of authority. A foreign limited liability company may apply for a certificate of authority to transact business in this state by delivering an application to the secretary of state for filing. The application must set forth:

(1) the name of the foreign limited liability company or, if its name is unavailable for use in this state, a name that satisfies the requirements of 35-8-1009 ;

(2) the name of the jurisdiction under whose law it is organized;

(3) its date of organization and period of duration;

(4) the business mailing address of its principal office, wherever located;

(5) the information required by 35-7-105 (1);

(6) the names and business mailing addresses of its current managers, if different from its members;

(7) a statement that the foreign limited liability company has complied with the organizational laws in the jurisdiction in which it is organized and that the foreign limited liability company exists in that jurisdiction; and

(8) if the foreign limited liability company has one or more series of members, the name of each series of members. A copy of the operating agreement of each series of members must be included with the application.
Mont. Code Ann. § 35-14-304 — MT Code / Title 35 / Chapter 14 / Part 3 / Section 35-14-304
35-14-304 Lack of power to act
Status: in_force

35-14-304 . Lack of power to act. (1) Except as provided in subsection (2), the validity of corporate action may not be challenged on the grounds that the corporation lacks or lacked power to act.

(2) A corporation's power to act may be challenged:

(a) in a proceeding by a shareholder against the corporation to enjoin the act;

(b) in a proceeding by the corporation, directly, derivatively, or through a receiver, trustee, or other legal representative, against an incumbent or former director, officer, employee, or agent of the corporation; or

(c) in a proceeding by the attorney general under 35-14-1430 .

(3) In a shareholder's proceeding under subsection (2)(a) to enjoin an unauthorized corporate act, the court may enjoin or set aside the act, if equitable and if all affected persons are parties to the proceeding, and may award damages for loss, other than anticipated profits, suffered by the corporation or another party because of enjoining the unauthorized act.
Mont. Code Ann. § 35-8-1010 — MT Code / Title 35 / Chapter 8 / Part 10 / Section 35-8-1010
35-8-1010 Withdrawal of foreign limited liability company
Status: in_force

35-8-1010 . Withdrawal of foreign limited liability company. (1) A foreign limited liability company authorized to transact business in this state may not withdraw from this state until it obtains a certificate of withdrawal from the secretary of state.

(2) A foreign limited liability company authorized to transact business in this state may apply for a certificate of withdrawal by delivering an application to the secretary of state for filing. The application must set forth:

(a) the name of the foreign limited liability company and the name of the state, tribe, or country under whose law it is organized;

(b) that it is not transacting business in this state and that it surrenders its authority to transact business in this state;

(c) that it revokes the authority of its registered agent to accept service on its behalf and appoints the secretary of state as its agent for service of process in any proceeding based on a cause of action arising during the time it was authorized to transact business in this state;

(d) a mailing address to which the secretary of state may mail a copy of any process served on the secretary of state under subsection (3);

(e) a commitment to notify the secretary of state in the future of any change in its mailing address;

(f) that all taxes imposed on the foreign limited liability company by Title 15 have been paid, supported by a certificate by the department of revenue to be attached to the application to the effect that the department is satisfied from the available evidence that all taxes imposed have been paid. The issuance of the certificate does not relieve the corporation from liability for any taxes, penalties, or interest due the state of Montana.

(g) additional information as may be necessary or appropriate to enable the secretary of state to determine and assess any unpaid fees or taxes payable by the foreign limited liability company.

(3) After the withdrawal of the foreign limited liability company is effective, service of process on the secretary of state under this section is service on the foreign limited liability company. Upon receipt of process, the secretary of state shall mail a copy of the process to the foreign limited liability company at the mailing address set forth under subsection (2).
Mont. Code Ann. § 35-8-101 — MT Code / Title 35 / Chapter 8 / Part 1 / Section 35-8-101
35-8-101 Short title
Status: in_force

35-8-101 . Short title. This chapter may be cited as the "Montana Limited Liability Company Act".
Mont. Code Ann. § 35-18-501 — MT Code / Title 35 / Chapter 18 / Part 5 / Section 35-18-501
35-18-501 Filings relative to incorporation, amendment, conversion, merger, consolidation, and dissolution -- effect of filing -- transmittal to county clerk
Status: in_force

35-18-501 . Filings relative to incorporation, amendment, conversion, merger, consolidation, and dissolution -- effect of filing -- transmittal to county clerk. (1) Articles of incorporation, amendment, consolidation, merger, conversion, or dissolution, when executed and accompanied by affidavits that may be required by applicable provisions of this chapter, must be presented to the secretary of state for filing. If the secretary of state finds that the articles presented conform to the requirements of this chapter, the secretary of state shall upon the payment of the fees as provided in this chapter file the articles, and upon filing, the incorporation, amendment, consolidation, merger, conversion, or dissolution is in effect.

(2) The secretary of state, immediately upon the filing of any articles pursuant to this chapter, shall transmit a certified copy to the county clerk of the county in which the principal office of each cooperative or corporation affected by the incorporation, amendment, consolidation, merger, conversion, or dissolution is located. The clerk of any county, upon receipt of any certified copy, shall file and index the copy in the records of that office, but the failure of the secretary of state or of a clerk of a county to comply with the provisions of this section does not invalidate the articles.

(3) The provisions of this section apply to certificates of election to dissolve and affidavits of compliance executed pursuant to 35-18-405 (2).
Mont. Code Ann. § 35-2-536 — MT Code / Title 35 / Chapter 2 / Part 5 / Section 35-2-536
35-2-536 Voting entitlement generally
Status: in_force

35-2-536 . Voting entitlement generally. (1) Unless the articles or bylaws provide otherwise, each member is entitled to one vote on each matter voted on by the members.

(2) Unless the articles or bylaws provide otherwise, if a membership stands of record in the names of two or more persons, their acts with respect to voting have the following effect:

(a) if only one votes, the act binds all; and

(b) if more than one votes, the vote is divided on a pro rata basis.
Mont. Code Ann. § 35-18-327 — MT Code / Title 35 / Chapter 18 / Part 3 / Section 35-18-327
35-18-327 Definitions
Status: in_force

35-18-327 . Definitions. As used in 35-18-327 through 35-18-333 , the following definitions apply:

(1) "Liability" means the obligation to pay a judgment, settlement, penalty, or fine, including an excise tax assessed with respect to an employee benefit plan, or to pay reasonable expenses incurred with respect to a proceeding.

(2) (a) "Official capacity" means the office of trustee or officer in a cooperative.

(b) The term does not include service for any other domestic cooperative or any partnership, joint venture, trust, or other enterprise.

(3) "Party" includes an individual who was, is, or is threatened to be made a named defendant or respondent in a proceeding.

(4) "Proceeding" means any threatened, pending, or completed action, suit, or proceeding, whether civil, criminal, administrative, or investigative and whether formal or informal.

(5) (a) "Trustee or officer" means an individual who is or was a trustee or officer of a cooperative or an individual who, while a trustee or officer of a cooperative, is or was serving at the cooperative's request as a director, officer, partner, trustee, employee, or agent of another domestic cooperative, partnership, joint venture, trust, or other enterprise.

(b) The term includes, unless the context requires otherwise, the estate or personal representative of a trustee or officer.
Mont. Code Ann. § 35-14-301 — MT Code / Title 35 / Chapter 14 / Part 3 / Section 35-14-301
35-14-301 Purposes
Status: in_force

35-14-301 . Purposes. (1) Every corporation incorporated under this chapter has the purpose of engaging in any lawful business unless a more limited purpose is set forth in the articles of incorporation.

(2) A corporation engaging in a business that is subject to regulation under another statute of this state may incorporate under this chapter only if permitted by and subject to all limitations of the other statute.
Mont. Code Ann. § 35-14-861 — MT Code / Title 35 / Chapter 14 / Part 8 / Section 35-14-861
35-14-861 Judicial action
Status: in_force

35-14-861 . Judicial action. (1) A transaction effected or proposed to be effected by the corporation or by an entity controlled by the corporation may not be the subject of equitable relief or give rise to an award of damages or other sanctions against a director of the corporation in a proceeding by a shareholder or by or in the right of the corporation on the ground that the director has an interest respecting the transaction if it is not a director's conflicting interest transaction.

(2) A director's conflicting interest transaction may not be the subject of equitable relief or give rise to an award of damages or other sanctions against a director of the corporation in a proceeding by a shareholder or by or in the right of the corporation on the grounds that the director has an interest respecting the transaction if:

(a) directors' action respecting the transaction was taken in compliance with 35-14-862 at any time;

(b) shareholders' action respecting the transaction was taken in compliance with 35-14-863 at any time; or

(c) the transaction, judged according to the circumstances at the relevant time, is established to have been fair to the corporation.
Mont. Code Ann. § 35-12-1515 — MT Code / Title 35 / Chapter 12 / Part 15 / Section 35-12-1515
35-12-1515 Restrictions on approval of conversions and mergers and on relinquishing limited liability limited partnership status
Status: in_force

35-12-1515 . Restrictions on approval of conversions and mergers and on relinquishing limited liability limited partnership status. (1) If a partner of a converting limited partnership or constituent limited partnership will have personal liability with respect to a converted organization or surviving organization, approval and amendment of a plan of conversion or merger are ineffective without the consent of the partner unless:

(a) the limited partnership's partnership agreement provides for the approval of the conversion or merger with the consent of fewer than all the partners; and

(b) the partner has consented to the provision of the partnership agreement.

(2) An amendment to a certificate of limited partnership that deletes a statement that the limited partnership is a limited liability limited partnership is ineffective without the consent of each general partner unless:

(a) the limited partnership's partnership agreement provides for the amendment with the consent of less than all the general partners; and

(b) each general partner that does not consent to the amendment has consented to the provision of the partnership agreement.

(3) A partner does not give the consent required by subsection (1) or (2) merely by consenting to a provision of the partnership agreement that permits the partnership agreement to be amended with the consent of fewer than all the partners.
Mont. Code Ann. § 35-21-849 — MT Code / Title 35 / Chapter 21 / Part 8 / Section 35-21-849
35-21-849 Signs required for nonendowment and endowment care -- penalties
Status: in_force

35-21-849 . Signs required for nonendowment and endowment care -- penalties. (1) A nonendowment care mausoleum-columbarium is one that does not deposit in an endowment care fund.

(2) Each mausoleum-columbarium authority operating an endowment care mausoleum or columbarium shall post in a conspicuous place in its office or offices where sales are conducted and in a conspicuous place at or near the entrance of the mausoleum or columbarium or its administration building and readily accessible to the public a legible sign with the following phrase: "This is an endowment care property".

(3) Each mausoleum-columbarium authority operating a nonendowment care mausoleum or columbarium shall post in a conspicuous place in its office or offices where sales are conducted and in a conspicuous place at or near the entrance of the mausoleum or columbarium or its administration building and readily accessible to the public a legible sign with the following phrase: "This is not an endowment care property". This phrase likewise must be printed or stamped at the beginning of all contracts, certificates of ownership, or deeds.

(4) Any corporation or its agents or representatives who violate any of the provisions of this section or make any false statement appearing on a sign, contract, agreement, receipt, statement, literature, or other publication are guilty of a misdemeanor.
Mont. Code Ann. § 35-2-725 — MT Code / Title 35 / Chapter 2 / Part 7 / Section 35-2-725
35-2-725 Effect of dissolution
Status: in_force

35-2-725 . Effect of dissolution. (1) A dissolved corporation continues its corporate existence but may not carry on any activities except those appropriate to wind up and liquidate its affairs, including:

(a) preserving and protecting its assets and minimizing its liabilities;

(b) discharging or making provision for discharging its liabilities and obligations;

(c) disposing of its properties that will not be distributed in kind;

(d) returning, transferring, or conveying assets held by the corporation upon a condition requiring return, transfer, or conveyance in accordance with the condition;

(e) transferring, subject to any contractual or legal requirements, its assets as provided in or authorized by its articles of incorporation or bylaws;

(f) if the corporation is a public benefit corporation or religious corporation and provision has not been made in its articles or bylaws for distribution of assets on dissolution, transferring, subject to any contractual or legal requirement, its assets:

(i) to one or more persons described in section 501(c)(3) of the Internal Revenue Code; or

(ii) if the dissolved corporation is not described in section 501(c)(3) of the Internal Revenue Code, to one or more public benefit corporations or religious corporations;

(g) if the corporation is a mutual benefit corporation and provision has not been made in its articles or bylaws for distribution of assets on dissolution, transferring its assets to its members or, if it does not have members, to those persons whom the corporation holds itself out as benefiting or serving; and

(h) doing every other act necessary to wind up and liquidate its assets and affairs.

(2) Dissolution of a corporation does not:

(a) transfer title to the corporation's property;

(b) subject its directors or officers to standards of conduct different from those prescribed in part 4 of this chapter;

(c) change quorum or voting requirements for its board or members; change provisions for selection, resignation, or removal of its directors or officers, or both; or change provisions for amending its bylaws;

(d) prevent commencement of a proceeding by or against the corporation in its corporate name;

(e) abate or suspend a proceeding pending by or against the corporation on the effective date of dissolution; or

(f) terminate the authority of the registered agent.
Mont. Code Ann. § 35-18-303 — MT Code / Title 35 / Chapter 18 / Part 3 / Section 35-18-303
35-18-303 Meetings of members -- general and special -- place -- notice -- quorum -- voting
Status: in_force

35-18-303 . Meetings of members -- general and special -- place -- notice -- quorum -- voting. (1) An annual meeting of the members must be held at a time provided in the bylaws.

(2) Special meetings of the members may be called by the board of trustees, by any three trustees, by not less than 10% of the members, or by the president.

(3) Meetings of members must be held as provided in the bylaws. In the absence of a provision, all meetings must be held as determined by the board of trustees.

(4) Except as otherwise provided in this chapter, written or printed notice stating the time and place of each meeting of members and, in the case of a special meeting, the purpose or purposes for which the meeting is called must be given to each member, either personally, by mail, or by another method not less than 10 or more than 25 days before the date of the meeting.

(5) Five percent of all members present or 50 members present, whichever is fewer, constitutes a quorum for the transaction of business at all meetings of the members, but the bylaws may prescribe the presence of a greater percentage or number of the members for a quorum. If less than a quorum is present at any meeting, a majority of those present may adjourn the meeting from time to time without further notice.

(6) Each member is entitled to one vote on each matter submitted to a vote at a meeting. Voting is by members present but, if the bylaws provide, may also be by proxy, by mail, by electronic voting, or by any combination of the three. If the bylaws provide for voting by proxy, by mail, or by electronic voting, they must also prescribe the conditions under which proxy, mail, or electronic voting, or any combination of the three is exercised. In any event, a person may not vote as a proxy for more than three members at a meeting of the members.
Mont. Code Ann. § 35-14-705 — MT Code / Title 35 / Chapter 14 / Part 7 / Section 35-14-705
35-14-705 Notice of meeting
Status: in_force

35-14-705 . Notice of meeting. (1) A corporation shall notify shareholders of the date, time, and place, if any, of each annual and special shareholders' meeting no fewer than 10 or more than 60 days before the meeting date. If the board of directors has authorized participation by means of remote communication pursuant to 35-14-709 for holders of any class or series of shares, the notice to the holders of that class or series of shares must describe the means of remote communication to be used. The notice must include the record date for determining the shareholders entitled to vote at the meeting if that date is different from the record date for determining shareholders entitled to notice of the meeting. Unless this chapter or the articles of incorporation require otherwise, the corporation is required to give notice only to shareholders entitled to vote at the meeting as of the record date for determining the shareholders entitled to notice of the meeting.

(2) Unless this chapter or the articles of incorporation require otherwise, the notice of an annual meeting of shareholders need not include a description of the purpose or purposes for which the meeting is called.

(3) Notice of a special meeting of shareholders must include a description of the purpose or purposes for which the meeting is called.

(4) If not otherwise fixed under 35-14-703 or 35-14-707 , the record date for determining shareholders entitled to notice of and to vote at an annual or special shareholders' meeting is the day before the first notice is delivered to shareholders.

(5) Unless the bylaws require otherwise, if an annual or special shareholders' meeting is adjourned to a different date, time, or place, if any, notice need not be given of the new date, time, or place, if any, if the new date, time, or place, if any, is announced at the meeting before adjournment. If a new record date for the adjourned meeting is or must be fixed under 35-14-707 , however, notice of the adjourned meeting must be given under this section to shareholders entitled to vote at the adjourned meeting as of the record date fixed for notice of the adjourned meeting.
Mont. Code Ann. § 35-14-901 — MT Code / Title 35 / Chapter 14 / Part 9 / Section 35-14-901
35-14-901 Definitions -- domestication -- conversion
Status: in_force

35-14-901 . Definitions -- domestication -- conversion. As used in this part, the following definitions apply:

(1) "Conversion" means a transaction pursuant to 35-14-930 through 35-14-935 .

(2) "Converted entity" means the converting entity as it continues in existence after a conversion.

(3) "Converting entity" means the domestic corporation or eligible entity that approves a plan of conversion pursuant to 35-14-932 or the foreign eligible entity that approves a conversion pursuant to the organic law of the eligible entity.

(4) "Domesticated corporation" means the domesticating corporation as it continues in existence after a domestication.

(5) "Domesticating corporation" means the domestic corporation that approves a plan of domestication pursuant to 35-14-921 or the foreign corporation that approves a domestication pursuant to the organic law of the foreign corporation.

(6) "Domestication" means a transaction pursuant to 35-14-920 through 35-14-924 .

(7) "Protected agreement" means:

(a) a document evidencing indebtedness of a domestic corporation or eligible entity and any related agreement in effect immediately before the enactment date;

(b) an agreement that is binding on a domestic corporation or eligible entity immediately before the enactment date;

(c) the articles of incorporation or bylaws of a domestic corporation or the organic rules of a domestic eligible entity, in each case in effect immediately before the enactment date; or

(d) an agreement that is binding on any of the shareholders, members, interest holders, directors, or other governors of a domestic corporation or eligible entity, in their official capacities, immediately before the enactment date. For purposes of 35-14-920 and 35-14-930 and this subsection (7), "enactment date" means the earliest date on which the laws of this state authorized a transaction having the effect of a domestication or a conversion, as applicable.
Mont. Code Ann. § 35-18-332 — MT Code / Title 35 / Chapter 18 / Part 3 / Section 35-18-332
35-18-332 Insurance
Status: in_force

35-18-332 . Insurance. A cooperative may purchase and maintain insurance on behalf of an individual who is or was a director, trustee, officer, employee, or agent of the cooperative or who, while a director, trustee, officer, employee, or agent of the cooperative, is or was serving at the request of the cooperative as a director, trustee, officer, partner, employee, or agent of another domestic cooperative, partnership, joint venture, trust, or other enterprise, against liability asserted against or incurred by the individual in that capacity or arising from an individual's status as a director, trustee, officer, employee, or agent, whether or not the cooperative would have power to indemnify the individual against the same liability under 35-18-328 or 35-18-329 .
Mont. Code Ann. § 35-8-211 — MT Code / Title 35 / Chapter 8 / Part 2 / Section 35-8-211
35-8-211 Fees for filing, copying, and services
Status: in_force

35-8-211 . Fees for filing, copying, and services. (1) The secretary of state shall establish fees for the following:

(a) filing documents as required by this chapter; and

(b) copying documents, priority handling, transmitting or filing facsimile copies, and providing computer-generated information.

(2) The fees authorized in the section must be set and deposited in accordance with 2-15-405 .
Mont. Code Ann. § 35-13-205 — MT Code / Title 35 / Chapter 13 / Part 2 / Section 35-13-205
35-13-205 Lien of partner for debts due creditors
Status: in_force

35-13-205 . Lien of partner for debts due creditors. Each member of a mining partnership has a lien on the partnership property for the debts due the creditors of the partnership and for money advanced by the member for its uses. This lien exists notwithstanding an agreement among the partners that it may not exist.
Mont. Code Ann. § 35-18-326 — MT Code / Title 35 / Chapter 18 / Part 3 / Section 35-18-326
35-18-326 Trustee or officer conflict of interest
Status: in_force

35-18-326 . Trustee or officer conflict of interest. (1) A conflict of interest transaction is a transaction with the cooperative in which a trustee of the cooperative has a direct or indirect interest. A conflict of interest transaction is not voidable and may not be the basis for imposing liability on the trustee or officer if the transaction was fair at the time the transaction was entered into.

(2) If a trustee or officer has a conflict of interest relating to a transaction, the trustee or officer:

(a) shall disclose to the trustees or members voting on the transaction the existence and nature of the conflict of interest and all facts known to the trustee with respect to the subject matter of the transaction that an ordinarily prudent person would reasonably believe to be material to a judgment about whether or not to proceed with the transaction; and

(b) may not participate, directly or indirectly, in the vote on the transaction.

(3) For the purposes of this section, a trustee or officer of a cooperative has an indirect interest in a transaction if:

(a) another entity in which the trustee or officer has a material interest or in which the trustee or officer is a general partner is a party to the transaction; or

(b) another entity, other than a cooperative or corporation of which the cooperative is a member or shareholder, of which the trustee or officer is a director, officer, or trustee is a party to the transaction.

(4) (a) Except as provided in subsection (4)(b), a conflict of interest transaction is authorized, approved, or ratified if the transaction receives the affirmative vote of a majority of the trustees or officers on the board or committee who do not have a direct or indirect interest in the transaction.

(b) A transaction may not be authorized, approved, or ratified by a single trustee or officer.

(c) If a majority of the trustees or officers on the board or committee who do not have a direct or indirect conflict of interest in the transaction vote to authorize, approve, or ratify the transaction, a quorum is present for the purpose of taking action on the transaction.

(d) The presence of or vote cast by a trustee with a direct or indirect interest in the transaction does not affect the validity of any action taken under this section if the transaction is authorized, approved, or ratified as provided in this section.

(5) The articles or bylaws of the cooperative may impose additional requirements on conflict of interest transactions.
Mont. Code Ann. § 35-4-502 — MT Code / Title 35 / Chapter 4 / Part 5 / Section 35-4-502
35-4-502 Termination of all professional services
Status: in_force

35-4-502 . Termination of all professional services. If a professional corporation ceases to render professional services, it shall amend its articles of incorporation to delete from its stated purposes the rendering of professional services and to conform its corporate name to the requirements of the Montana Business Corporation Act. The corporation may then continue in existence as a corporation under the Montana Business Corporation Act and is no longer subject to this chapter.
Mont. Code Ann. § 35-8-606 — MT Code / Title 35 / Chapter 8 / Part 6 / Section 35-8-606
35-8-606 Right to distribution
Status: in_force

35-8-606 . Right to distribution. Subject to 35-8-905 , when a member becomes entitled to receive a distribution, the member has the status of and is entitled to all remedies available to a creditor of the limited liability company with respect to the distribution.
Mont. Code Ann. § 35-17-408 — MT Code / Title 35 / Chapter 17 / Part 4 / Section 35-17-408
35-17-408 Assignment of agreement as security for loans
Status: in_force

35-17-408 . Assignment of agreement as security for loans. Such association shall have full power to transfer and assign all of its rights under such cooperative marketing agreement, containing the provisions specified in 35-17-407 , as security for loans obtained by it. Such transfer and assignment may be by endorsement on the marketing agreement so filed for record or may be made by separate document which shall adequately describe the marketing agreement or the various agreements covered thereby. Any such assignment shall be eligible for record in the same manner as is herein provided for recording of cooperative agreements. Such assignments need not be acknowledged before a notary public or other officer or contain any affidavit of good faith or other formality but shall be signed in the name of the association by a duly authorized officer of the association and the corporate seal of the association shall be affixed. The assignee under any such assignment shall be subrogated to all the rights of the association under said cooperative marketing agreements and the provisions of this part.
Mont. Code Ann. § 35-17-404 — MT Code / Title 35 / Chapter 17 / Part 4 / Section 35-17-404
35-17-404 Requisites for filing
Status: in_force

35-17-404 . Requisites for filing. Such agreements shall be eligible for filing for record without being acknowledged before a notary public or other officer or without any affidavit of good faith or other formality but shall be signed by the member of the association and in the name of the association by a duly authorized officer of the association, and the corporate seal of the association shall be affixed.
Mont. Code Ann. § 35-14-1009 — MT Code / Title 35 / Chapter 14 / Part 10 / Section 35-14-1009
35-14-1009 Effect of amendment
Status: in_force

35-14-1009 . Effect of amendment. (1) An amendment to the articles of incorporation does not affect a cause of action existing against or in favor of the corporation, a proceeding to which the corporation is a party, or the existing rights of persons other than the shareholders. An amendment changing a corporation's name does not affect a proceeding brought by or against the corporation in its former name.

(2) A shareholder who becomes subject to new interest holder liability with respect to the corporation as a result of an amendment to the articles of incorporation has that new interest holder liability only with respect to interest holder liabilities that arise after the amendment becomes effective.

(3) Except as otherwise provided in the articles of incorporation of the corporation, the interest holder liability of a shareholder who had interest holder liability with respect to the corporation before the amendment becomes effective and has new interest holder liability after the amendment becomes effective is as follows:

(a) The amendment does not discharge that prior interest holder liability with respect to any interest holder liabilities that arose before the amendment becomes effective.

(b) The provisions of the articles of incorporation of the corporation relating to interest holder liability in effect immediately prior to the amendment continue to apply to the collection or discharge of any interest holder liabilities preserved by subsection (3)(a) as if the amendment had not occurred.

(c) The shareholder has the rights of contribution from other persons that are provided by the articles of incorporation relating to interest holder liability in effect immediately prior to the amendment with respect to any interest holder liabilities preserved by subsection (3)(a) as if the amendment had not occurred.

(d) The shareholder does not, by reason of the prior interest holder liability, have interest holder liability with respect to any interest holder liabilities that arise after the amendment becomes effective.
Mont. Code Ann. § 35-2-450 — MT Code / Title 35 / Chapter 2 / Part 4 / Section 35-2-450
35-2-450 Court-ordered indemnification
Status: in_force

35-2-450 . Court-ordered indemnification. Unless limited by a corporation's articles of incorporation, a director of the corporation who is a party to a proceeding may apply for indemnification to the court conducting the proceeding or to another court of competent jurisdiction. On receipt of an application, the court, after giving any notice the court considers necessary, may order indemnification in the amount it considers proper if it determines that the director:

(1) is entitled to mandatory indemnification under 35-2-448 , in which case the court shall also order the corporation to pay the director's reasonable expenses incurred to obtain court-ordered indemnification; or

(2) is fairly and reasonably entitled to indemnification in view of all the relevant circumstances, whether or not the director met the standard of conduct set forth in 35-2-447 (1) or was adjudged liable as described in 35-2-447 (4). If the director was adjudged liable, indemnification is limited to reasonable expenses incurred.
Mont. Code Ann. § 35-20-313 — MT Code / Title 35 / Chapter 20 / Part 3 / Section 35-20-313
35-20-313 Investment of fund
Status: in_force

35-20-313 . Investment of fund. The principal of the fund may be invested in the way in which public employees' retirement funds are permitted to be invested in the state of Montana as prescribed by 17-6-211 . Each investment made by the trustee or by the board of trustees is subject to the approval of the board of trustees of the cemetery association.
Mont. Code Ann. § 35-2-516 — MT Code / Title 35 / Chapter 2 / Part 5 / Section 35-2-516
35-2-516 Member's liability to third parties
Status: in_force

35-2-516 . Member's liability to third parties. A member of a corporation is not, as a member, personally liable for the acts, debts, liabilities, or obligations of the corporation.
Mont. Code Ann. § 35-14-130 — MT Code / Title 35 / Chapter 14 / Part 1 / Section 35-14-130
35-14-130 Powers
Status: in_force

35-14-130 . Powers. (1) The secretary of state has the power reasonably necessary to perform the duties required of the secretary of state by this chapter.

(2) The secretary of state may adopt rules to perform the duties required of the secretary of state under this part, including establishing necessary fees.
Mont. Code Ann. § 35-10-117 — MT Code / Title 35 / Chapter 10 / Part 1 / Section 35-10-117
35-10-117 Partnership subject to amendment of repeal of chapter
Status: in_force

35-10-117 . Partnership subject to amendment of repeal of chapter. A partnership governed by this chapter is subject to any amendment or repeal of this chapter.
Mont. Code Ann. § 35-2-617 — MT Code / Title 35 / Chapter 2 / Part 6 / Section 35-2-617
35-2-617 Sale of assets other than in regular course of activities
Status: in_force

35-2-617 . Sale of assets other than in regular course of activities. (1) A corporation may sell, lease, exchange, or otherwise dispose of all or substantially all of its property, which may include the good will, other than in the usual and regular course of its activities on the terms and conditions and for the consideration determined by the corporation's board if the proposed transaction is approved as required by subsection (2).

(2) Unless this chapter, the articles, the bylaws, or the board of directors or members, acting pursuant to subsection (4), require a greater vote or voting by class, the proposed transaction to be authorized must be approved:

(a) by the board;

(b) by the members by two-thirds of the votes cast or a majority of the voting power, whichever is less; and

(c) in writing by any person or persons whose approval is required by a provision of the articles, as authorized by 35-2-232 , for an amendment to the articles or bylaws.

(3) If the corporation does not have members, the transaction must be approved by a vote of a majority of the directors in office at the time the transaction is approved. In addition, the corporation shall provide notice, in accordance with 35-2-429 (3), of any directors' meeting at which approval is to be obtained. The notice must also state that the purpose or one of the purposes of the meeting is to consider the sale, lease, exchange, or other disposition of all or substantially all of the property or assets of the corporation and must contain or be accompanied by a copy or summary of a description of the transaction.

(4) The board may condition its submission of the proposed transaction and the members may condition their approval of the transaction on receipt of a higher percentage of affirmative votes or on any other basis.

(5) If the corporation seeks to have the transaction approved by the members at a membership meeting, the corporation shall give notice to its members of the proposed membership meeting in accordance with 35-2-530 . The notice must state that the purpose or one of the purposes of the meeting is to consider the sale, lease, exchange, or other disposition of all or substantially all of the property or assets of the corporation and must contain or be accompanied by a copy or summary of a description of the transaction.

(6) If the board needs to have the transaction approved by the members by written consent or written ballot, the material soliciting the approval must contain or be accompanied by a copy or summary of a description of the transaction.

(7) (a) Except as provided in subsection (7)(b), a public benefit corporation or religious corporation shall give written notice to the attorney general 20 days before it sells, leases, exchanges, or otherwise disposes of all or substantially all of its property if the transaction is not in the usual and regular course of its activities unless the attorney general has given the corporation a written waiver of this subsection.

(b) A public benefit corporation or religious corporation that is considered a nonprofit health entity, as defined in 50-4-701 , is subject to the provisions of Title 50, chapter 4, part 7.

(8) After a sale, lease, exchange, or other disposition of property is authorized, the transaction may be abandoned, subject to any contractual rights, without further action by the members or any other person who approved the transaction in accordance with the procedure set forth in the resolution proposing the transaction or, if no procedure is set forth, in the manner determined by the board of directors.
Mont. Code Ann. § 35-18-401 — MT Code / Title 35 / Chapter 18 / Part 4 / Section 35-18-401
35-18-401 Procedure for merger
Status: in_force

35-18-401 . Procedure for merger. Any one or more cooperatives, each of which is hereinafter designated a "merging cooperative", may merge into another cooperative, hereinafter designated the "surviving cooperative" by complying with the following requirements:

(1) The proposition for the merger of the merging cooperatives into the surviving cooperative and proposed articles of merger to give effect thereto shall be first approved by the board of trustees of each merging cooperative and by the board of trustees of the surviving cooperative. The proposed articles of merger shall recite in the caption that they are executed pursuant to this chapter and shall state:

(a) the name of each merging cooperative, the address of its principal office, and the date of the filing of its articles of incorporation in the office of the secretary of state;

(b) the name of the surviving cooperative and the address of its principal office;

(c) a statement that the merging cooperatives elect to be merged into the surviving cooperative;

(d) the terms and conditions of the merger and the mode of carrying the same into effect, including the manner and basis of converting the memberships in the merging cooperative or cooperatives into memberships in the surviving cooperative and the issuance of certificates of membership in respect of such converted memberships; and

(e) any provisions not inconsistent with this chapter deemed necessary or advisable for the conduct of the business and affairs of the surviving cooperative.

(2) The proposition for the merger of the merging cooperatives into the surviving cooperative and the proposed articles of merger approved by the board of trustees of the respective cooperatives which are parties to such proposed merger shall then be submitted to a vote of the members of each such cooperative at any annual or special meeting thereof, the notice of which shall set forth full particulars concerning the proposed merger. The proposed merger and the proposed articles of merger shall be deemed to be approved upon the affirmative vote of not less than two-thirds of those members of each cooperative voting thereon at such meeting.

(3) Upon such approval by the members of the respective cooperatives parties to the proposed merger, articles of merger in the form approved shall be executed on behalf of each such cooperative by its president or vice-president and its seal shall be affixed thereto and attested by its secretary. The president or vice-president of each cooperative executing such articles of merger shall also make and annex thereto an affidavit stating that the provisions of this section were duly complied with by such cooperative.

(4) Such articles of merger and affidavits shall be submitted to the secretary of state for filing as provided in this chapter.
Mont. Code Ann. § 35-14-149 — MT Code / Title 35 / Chapter 14 / Part 1 / Section 35-14-149
35-14-149 Notice requirements
Status: in_force

35-14-149 . Notice requirements. (1) Unless shareholder approval is required under 35-14-147 (3), prompt notice of an action taken under 35-14-147 must be given to each holder of valid and putative shares, regardless of whether entitled to vote, as of:

(a) the date of the action by the board of directors; and

(b) the date the defective corporate action was ratified, provided that notice may not be required to be given to holders of valid and putative shares whose identities or addresses for notice cannot be determined from the records of the corporation.

(2) The notice must contain:

(a) either:

(i) a copy of the action taken by the board of directors in accordance with 35-14-147 (1) or (2); or

(ii) the information required by 35-14-147 (1)(a) through (1)(d) or (2)(a) through (2)(c), as applicable; and

(b) a statement that any claim that the ratification of the defective corporate action and any putative shares issued as a result of the defective corporate action should not be effective or should be effective only on certain conditions must be brought within 120 days from the applicable validation effective time.

(3) No notice under this section is required with respect to any action required to be submitted to shareholders for approval under 35-14-147 (3) if notice is given in accordance with 35-14-148 (2).

(4) A notice required by this section may be given in any manner permitted by 35-14-141 and, for any corporation subject to the reporting requirements of section 13 or 15(d) of the Securities Exchange Act of 1934, may be given by means of a filing or furnishing of the notice with the United States securities and exchange commission.