reglab/housing_qa huggingface dataset:
MT Code § 35-14-853 (2021)
2021 Montana Code Annotated|Title 35. Corporations, Partnerships, and Associations|Chapter 14. Montana Business Corporation Act|Part 8. Directors and Officers|35-14-853. Advance for expenses

  35-14-853. Advance for expenses. (1) A corporation may, before final disposition of a proceeding, advance funds to pay for or reimburse expenses incurred in connection with the proceeding by an individual who is a party to the proceeding because that individual is a director if the director delivers to the corporation a signed, written undertaking of the director to repay any funds advanced if:   (a) the director is not entitled to mandatory indemnification under 35-14-852; and   (b) it is ultimately determined under 35-14-854 or 35-14-855 that the director is not entitled to indemnification.   (2) The undertaking required by subsection (1) must be an unlimited general obligation of the director but need not be secured and may be accepted without reference to the financial ability of the director to make repayment.   (3) Authorizations under this section must be made:   (a) by the board of directors in the following manner:   (i) if there are two or more qualified directors, by a majority vote of all the qualified directors, a majority of whom for this purpose constitute a quorum, or   (ii) by a majority of the members of a committee consisting solely of two or more qualified directors appointed by a majority vote of all the qualified directors; or   (b) by special legal counsel:   (i) selected in the manner prescribed in subsection (3)(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 authorization.   History: En. Sec. 122, Ch. 271, L. 2019.
MT Code § 35-14-854 (2021)
2021 Montana Code Annotated|Title 35. Corporations, Partnerships, and Associations|Chapter 14. Montana Business Corporation Act|Part 8. Directors and Officers|35-14-854. Court-ordered indemnification and advance for expenses

  35-14-854. Court-ordered indemnification and advance for expenses. (1) A director who is a party to a proceeding because the person is a director may apply for indemnification or an advance for expenses to the court conducting the proceeding or to another court of competent jurisdiction. After receipt of an application and after giving any notice it considers necessary, the court shall:   (a) order indemnification if the court determines that the director is entitled to mandatory indemnification under 35-14-852;   (b) order indemnification or advance for expenses if the court determines that the director is entitled to indemnification or advance for expenses pursuant to a provision authorized by 35-14-858(1); or   (c) order indemnification or advance for expenses if the court determines, in view of all the relevant circumstances, that it is fair and reasonable to indemnify the director or to advance expenses to the director even if, in either case, the director has not met the relevant standard of conduct set forth in 35-14-851(1), has failed to comply with 35-14-853, or was adjudged liable in a proceeding referred to in 35-14-851(4)(a) or (4)(b). If the director was adjudged liable in a proceeding referred to in 35-14-851(4), indemnification is limited to expenses incurred in connection with the proceeding.   (2) If the court determines that the director is entitled to indemnification under subsection (1)(a) or to indemnification or advance for expenses under subsection (1)(b), it shall also order the corporation to pay the director's expenses incurred in connection with obtaining court-ordered indemnification or advance for expenses. If the court determines that the director is entitled to indemnification or advance for expenses under subsection (1)(c), it may also order the corporation to pay the director's expenses incurred to obtain court-ordered indemnification or advance for expenses.   History: En. Sec. 123, Ch. 271, L. 2019.
MT Code § 35-14-855 (2021)
2021 Montana Code Annotated|Title 35. Corporations, Partnerships, and Associations|Chapter 14. Montana Business Corporation Act|Part 8. Directors and Officers|35-14-855. Determination and authorization of indemnification

  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).   History: En. Sec. 124, Ch. 271, L. 2019.
MT Code § 35-14-856 (2021)
2021 Montana Code Annotated|Title 35. Corporations, Partnerships, and Associations|Chapter 14. Montana Business Corporation Act|Part 8. Directors and Officers|35-14-856. Indemnification of officers

  35-14-856. Indemnification of officers. (1) A corporation may indemnify and advance expenses under 35-14-850 through 35-14-859 to an officer who is a party to a proceeding because the person is an officer:   (a) to the same extent as a director; and   (b) if the person is an officer but not a director, to any further extent provided by the articles of incorporation or the bylaws or by a resolution adopted or a contract approved by the board of directors or shareholders, except for:   (i) liability in connection with a proceeding by or in the right of the corporation other than for expenses incurred in connection with the proceeding; or   (ii) liability arising out of conduct that constitutes:   (A) receipt by the officer of a financial benefit to which the officer is not entitled;   (B) an intentional infliction of harm on the corporation or the shareholders; or   (C) an intentional violation of criminal law.   (2) Subsection (1)(b) applies to an officer who is also a director if the officer is made a party to the proceeding based on an act or omission solely as an officer.   (3) An officer who is not a director is entitled to mandatory indemnification under 35-14-852 and may apply to a court under 35-14-854 for indemnification or an advance for expenses, in each case to the same extent to which a director may be entitled to indemnification or advance for expenses under those sections.   History: En. Sec. 125, Ch. 271, L. 2019.
MT Code § 35-14-857 (2021)
2021 Montana Code Annotated|Title 35. Corporations, Partnerships, and Associations|Chapter 14. Montana Business Corporation Act|Part 8. Directors and Officers|35-14-857. Insurance

  35-14-857. Insurance. A corporation may purchase and maintain insurance on behalf of an individual who is a director or officer of the corporation or who, while a director or officer of the corporation, serves at the corporation's request as a director, officer, partner, trustee, employee, or agent of another domestic or foreign corporation or a joint venture, trust, employee benefit plan, or other entity against liability asserted against or incurred by the individual in that capacity or arising from the individual's status as a director or officer, regardless of whether the corporation would have power to indemnify or advance expenses to the individual against the same liability under 35-14-850 through 35-14-859.   History: En. Sec. 126, Ch. 271, L. 2019.
MT Code § 35-14-858 (2021)
2021 Montana Code Annotated|Title 35. Corporations, Partnerships, and Associations|Chapter 14. Montana Business Corporation Act|Part 8. Directors and Officers|35-14-858. Variation by corporate action -- application

  35-14-858. Variation by corporate action -- application. (1) A corporation may, by a provision in its articles of incorporation or bylaws or in a resolution adopted or a contract approved by the board of directors or shareholders, obligate itself in advance of the act or omission giving rise to a proceeding to provide indemnification in accordance with 35-14-851 or advance funds to pay for or reimburse expenses in accordance with 35-14-853. An obligatory provision under this section satisfies the requirements for authorization referred to in 35-14-853(3) and 35-14-855(3). Any provision that obligates the corporation to provide indemnification to the fullest extent permitted by law obligates the corporation to advance funds to pay for or reimburse expenses in accordance with 35-14-853 to the fullest extent permitted by law unless the provision expressly provides otherwise.   (2) A right of indemnification or to advances for expenses created by 35-14-850 through 35-14-859 or under subsection (1) of this section and in effect at the time of an act or omission may not be eliminated or impaired with respect to the act or omission by an amendment of the articles of incorporation or bylaws or a resolution of the board of directors or shareholders adopted after the occurrence of the act or omission unless, in the case of a right created under subsection (1), the provision creating the right and in effect at the time of the act or omission explicitly authorizes the elimination or impairment after the act or omission has occurred.   (3) A provision pursuant to subsection (1) may not obligate the corporation to indemnify or advance expenses to a director of a predecessor of the corporation pertaining to conduct with respect to the predecessor unless otherwise expressly provided. A provision for indemnification or advance for expenses in the articles of incorporation or bylaws or a resolution of the board of directors or shareholders of a predecessor of the corporation in a merger or in a contract to which the predecessor is a party that exists at the time the merger takes effect is governed by 35-14-1107(1)(d).   (4) Subject to subsection (2), a corporation may, by a provision in its articles of incorporation, limit any of the rights to indemnification or advance for expenses created by or pursuant to 35-14-850 through 35-14-859.   (5) Sections 35-14-850 through 35-14-859 do not limit a corporation's power to pay or reimburse expenses incurred by a director or an officer in connection with appearing as a witness in a proceeding at a time when the director or officer is not a party.   (6) Sections 35-14-850 through 35-14-859 do not limit a corporation's power to indemnify, advance expenses to, or provide or maintain insurance on behalf of an employee or agent.   History: En. Sec. 127, Ch. 271, L. 2019.
MT Code § 35-14-859 (2021)
2021 Montana Code Annotated|Title 35. Corporations, Partnerships, and Associations|Chapter 14. Montana Business Corporation Act|Part 8. Directors and Officers|35-14-859. Exclusivity

  35-14-859. Exclusivity. A corporation may provide indemnification or advance expenses to a director or an officer only as permitted by 35-14-850 through 35-14-859.   History: En. Sec. 128, Ch. 271, L. 2019.
MT Code § 35-14-861 (2021)
2021 Montana Code Annotated|Title 35. Corporations, Partnerships, and Associations|Chapter 14. Montana Business Corporation Act|Part 8. Directors and Officers|35-14-861. Judicial action

  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.   History: En. Sec. 130, Ch. 271, L. 2019.
MT Code § 35-14-862 (2021)
2021 Montana Code Annotated|Title 35. Corporations, Partnerships, and Associations|Chapter 14. Montana Business Corporation Act|Part 8. Directors and Officers|35-14-862. Directors' action

  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.   History: En. Sec. 131, Ch. 271, L. 2019.
MT Code § 35-14-864 (2021)
2021 Montana Code Annotated|Title 35. Corporations, Partnerships, and Associations|Chapter 14. Montana Business Corporation Act|Part 8. Directors and Officers|35-14-864. through 35-14-869 reserved

  35-14-864 through 35-14-869 reserved.
MT Code § 35-14-870 (2021)
2021 Montana Code Annotated|Title 35. Corporations, Partnerships, and Associations|Chapter 14. Montana Business Corporation Act|Part 8. Directors and Officers|35-14-870. Business opportunities

  35-14-870. Business opportunities. (1) If a director or officer pursues or takes advantage of a business opportunity directly, or indirectly through or on behalf of another person, that action may not be the subject of equitable relief or give rise to an award of damages or other sanctions against the director, officer, or other person in a proceeding by or in the right of the corporation on the ground that the opportunity should have first been offered to the corporation if:   (a) before the director, officer, or other person becomes legally obligated respecting the opportunity, the director or officer brings it to the attention of the corporation and either:   (i) action by qualified directors disclaiming the corporation's interest in the opportunity is taken in compliance with the procedures set forth in 35-14-862; or   (ii) shareholders' action disclaiming the corporation's interest in the opportunity is taken in compliance with the procedures set forth in 35-14-863, in either case as if the decision being made concerned a director's conflicting interest transaction, except that rather than making required disclosure as defined in 35-14-860, the director or officer must have made prior disclosure to those acting on behalf of the corporation of all material facts concerning the business opportunity known to the director or officer; or   (b) the duty to offer the corporation the business opportunity has been limited or eliminated pursuant to a provision of the articles of incorporation adopted and, if required, made effective by action of qualified directors in accordance with 35-14-202(2)(f).   (2) In any proceeding seeking equitable relief or other remedies based on an alleged improper pursuit or taking advantage of a business opportunity by a director or officer directly, or indirectly through or on behalf of another person, the fact that the director or officer did not employ the procedure described in subsection (1)(a)(i) or (1)(a)(ii) before pursuing or taking advantage of the opportunity does not create an implication that the opportunity should have been first presented to the corporation or alter the burden of proof otherwise applicable to establish that the director or officer breached a duty to the corporation in the circumstances.   History: En. Sec. 133, Ch. 271, L. 2019.
MT Code § 35-14-901 (2021)
2021 Montana Code Annotated|Title 35. Corporations, Partnerships, and Associations|Chapter 14. Montana Business Corporation Act|Part 9. Domestication and Conversion|35-14-901. Definitions -- domestication -- conversion

  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.   History: En. Sec. 134, Ch. 271, L. 2019.
MT Code § 35-14-902 (2021)
2021 Montana Code Annotated|Title 35. Corporations, Partnerships, and Associations|Chapter 14. Montana Business Corporation Act|Part 9. Domestication and Conversion|35-14-902. Excluded transactions

  35-14-902. Excluded transactions. (1) This part may not be used to effect a transaction that:   (a) converts or domesticates a company organized on the mutual principle to one organized on the basis of share ownership;   (b) converts or domesticates banks and trust companies regulated under Title 32, chapter 1;   (c) converts or domesticates building and loan associations regulated under Title 32, chapter 2;   (d) converts or domesticates credit unions regulated under Title 32, chapter 3; or   (e) converts or domesticates insurance companies regulated under Title 33.   (2) The conversion of a domestic corporation to a domestic benefit corporation is governed by Title 35, chapter 1, part 14, and not by this part.   History: En. Sec. 135, Ch. 271, L. 2019.
MT Code § 35-14-903 (2021)
2021 Montana Code Annotated|Title 35. Corporations, Partnerships, and Associations|Chapter 14. Montana Business Corporation Act|Part 9. Domestication and Conversion|35-14-903. Required approvals

  35-14-903. Required approvals. If a domestic or foreign corporation or eligible entity may not be a party to a merger without the approval of the attorney general, the state auditor, the department of administration, or the public service commission and the applicable statutes or regulations do not specifically deal with transactions under this part but do require approval by one of those agencies or officials for mergers, a corporation or eligible entity may not be a party to a transaction under this part without the prior approval of that agency or official.   History: En. Sec. 136, Ch. 271, L. 2019.
MT Code § 35-14-904 (2021)
2021 Montana Code Annotated|Title 35. Corporations, Partnerships, and Associations|Chapter 14. Montana Business Corporation Act|Part 9. Domestication and Conversion|35-14-904. Relationship to other laws

  35-14-904. Relationship to other laws. A transaction effected under this part does not create or impair a right, duty, or obligation of a person under the laws of this state other than this part relating to a change in control, business combination, control-share acquisition, or a similar transaction involving a domesticating or converting domestic corporation unless the approval of the plan of domestication or conversion is by a vote of the shareholders or the board of directors that would be sufficient to create or impair the right, duty, or obligation directly under that law.   History: En. Sec. 137, Ch. 271, L. 2019.
MT Code § 35-14-905 (2021)
2021 Montana Code Annotated|Title 35. Corporations, Partnerships, and Associations|Chapter 14. Montana Business Corporation Act|Part 9. Domestication and Conversion|35-14-905. through 35-14-919 reserved

  35-14-905 through 35-14-919 reserved.