reglab/housing_qa huggingface dataset:
MT Code § 35-14-622 (2021)
2021 Montana Code Annotated|Title 35. Corporations, Partnerships, and Associations|Chapter 14. Montana Business Corporation Act|Part 6. Shares and Distributions|35-14-622. Liability of shareholders

  35-14-622. Liability of shareholders. (1) A purchaser from a corporation of the corporation's own shares is not liable to the corporation or its creditors with respect to the shares except to pay the consideration for which the shares were authorized to be issued or specified in the subscription agreement.   (2) A shareholder of a corporation is not personally liable for any liabilities of the corporation, including liabilities arising from acts of the corporation, except:   (a) to the extent provided in a provision of the articles of incorporation permitted by 35-14-202(2)(b)(v); and   (b) that a shareholder may become personally liable by reason of the shareholder's own acts or conduct.   History: En. Sec. 52, Ch. 271, L. 2019.
MT Code § 35-14-623 (2021)
2021 Montana Code Annotated|Title 35. Corporations, Partnerships, and Associations|Chapter 14. Montana Business Corporation Act|Part 6. Shares and Distributions|35-14-623. Share dividends

  35-14-623. Share dividends. (1) Unless the articles of incorporation provide otherwise, shares may be issued pro rata and without consideration to the corporation's shareholders or to the shareholders of one or more classes or series of shares. An issuance of shares under this subsection is a share dividend.   (2) Shares of one class or series may not be issued as a share dividend in respect of shares of another class or series unless:   (a) the articles of incorporation authorize the issue;   (b) a majority of the votes entitled to be cast by the class or series to be issued approve the issue; or   (c) there are no outstanding shares of the class or series to be issued.   (3) The board of directors may fix the record date for determining shareholders entitled to a share dividend, which may not be retroactive. If the board of directors does not fix the record date for determining shareholders entitled to a share dividend, the record date is the date the board of directors authorizes the share dividend.   History: En. Sec. 53, Ch. 271, L. 2019.
MT Code § 35-14-624 (2021)
2021 Montana Code Annotated|Title 35. Corporations, Partnerships, and Associations|Chapter 14. Montana Business Corporation Act|Part 6. Shares and Distributions|35-14-624. Share rights -- options -- warrants -- awards

  35-14-624. Share rights -- options -- warrants -- awards. (1) A corporation may issue rights, options, or warrants for the purchase of shares or other securities of the corporation. The board of directors shall determine:   (a) the terms and conditions upon which the rights, options, or warrants are issued; and   (b) the terms, including the consideration, for which the shares or other securities are to be issued. The authorization by the board of directors for the corporation to issue the rights, options, or warrants constitutes authorization of the issuance of the shares or other securities for which the rights, options, or warrants are exercisable.   (2) The terms and conditions of the rights, options, or warrants may include restrictions or conditions that:   (a) preclude or limit the exercise, transfer, or receipt of the rights, options, or warrants by any person owning or offering to acquire a specified number or percentage of the outstanding shares or other securities of the corporation or by any transferee of the person; or   (b) invalidate or void the rights, options, or warrants held by any person or transferee described in subsection (2)(a).   (3) The board of directors may authorize one or more officers to:   (a) designate the recipients of rights, options, warrants, or other equity compensation awards that involve the issuance of shares; and   (b) determine, within an amount and subject to any other limitations established by the board of directors and, if applicable, the shareholders, the number of rights, options, warrants, or other equity compensation awards and the terms of the rights, options, warrants, or awards to be received by the recipients, provided that an officer may not use this authority to designate the officer or any other person the board of directors may specify as a recipient of those rights, options, warrants, or other equity compensation awards.   History: En. Sec. 54, Ch. 271, L. 2019.
MT Code § 35-14-625 (2021)
2021 Montana Code Annotated|Title 35. Corporations, Partnerships, and Associations|Chapter 14. Montana Business Corporation Act|Part 6. Shares and Distributions|35-14-625. Certificates -- form -- content

  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.   History: En. Sec. 55, Ch. 271, L. 2019.
MT Code § 35-14-626 (2021)
2021 Montana Code Annotated|Title 35. Corporations, Partnerships, and Associations|Chapter 14. Montana Business Corporation Act|Part 6. Shares and Distributions|35-14-626. Shares without certificates

  35-14-626. Shares without certificates. (1) Unless the articles of incorporation or bylaws provide otherwise, the board of directors of a corporation may authorize the issuance of some or all of the shares of any or all of its classes or series without certificates. The authorization does not affect shares already represented by certificates until they are surrendered to the corporation.   (2) Within a reasonable time after the issuance or transfer of shares without certificates, the corporation shall deliver to the shareholder a written statement of the information required on certificates by 35-14-625(2) and (3) and, if applicable, 35-14-627.   History: En. Sec. 56, Ch. 271, L. 2019.
MT Code § 35-14-627 (2021)
2021 Montana Code Annotated|Title 35. Corporations, Partnerships, and Associations|Chapter 14. Montana Business Corporation Act|Part 6. Shares and Distributions|35-14-627. Restriction on transfer of shares

  35-14-627. Restriction on transfer of shares. (1) The articles of incorporation, the bylaws, an agreement among shareholders, or an agreement between shareholders and the corporation may impose restrictions on the transfer or registration of transfer of shares of the corporation or may impose restrictions on, including the alteration or elimination of, the application of 35-14-1434. A restriction does not affect shares issued before the restriction was adopted unless the holders of the shares are parties to the restriction agreement or voted in favor of the restriction.   (2) A restriction described in subsection (1) is valid and enforceable against a shareholder or a transferee of the shareholder if the restriction is authorized by this section and its existence is noted conspicuously on the front or back of the certificate or is contained in the information statement required by 35-14-626(2). Unless so noted or contained, a restriction is not enforceable against a person without knowledge of the restriction.   (3) A restriction described in subsection (1) is authorized:   (a) to maintain the corporation's status when it is dependent on the number or identity of its shareholders;   (b) to preserve exemptions under federal or state securities law; or   (c) for any other reasonable purpose.   (4) A restriction described in subsection (1) may:   (a) obligate the shareholder first to offer the corporation or other persons, separately, consecutively, or simultaneously, an opportunity to acquire the restricted shares;   (b) obligate the corporation or other persons, separately, consecutively, or simultaneously, to acquire the restricted shares;   (c) require the corporation, the holders of any class or series of its shares, or other persons to approve the transfer of the restricted shares if the requirement is not manifestly unreasonable; or   (d) prohibit the transfer of the restricted shares to designated persons or classes of persons if the prohibition is not manifestly unreasonable.   (5) For purposes of this section, "shares" includes a security convertible into or carrying a right to subscribe for or acquire shares.   History: En. Sec. 57, Ch. 271, L. 2019.
MT Code § 35-14-628 (2021)
2021 Montana Code Annotated|Title 35. Corporations, Partnerships, and Associations|Chapter 14. Montana Business Corporation Act|Part 6. Shares and Distributions|35-14-628. and 35-14-629 reserved

  35-14-628 and 35-14-629 reserved.
MT Code § 35-14-630 (2021)
2021 Montana Code Annotated|Title 35. Corporations, Partnerships, and Associations|Chapter 14. Montana Business Corporation Act|Part 6. Shares and Distributions|35-14-630. Preemptive rights -- shareholder

  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.   History: En. Sec. 58, Ch. 271, L. 2019.
MT Code § 35-14-631 (2021)
2021 Montana Code Annotated|Title 35. Corporations, Partnerships, and Associations|Chapter 14. Montana Business Corporation Act|Part 6. Shares and Distributions|35-14-631. Corporation's acquisition of its own shares

  35-14-631. Corporation's acquisition of its own shares. (1) A corporation may acquire its own shares, and shares so acquired constitute authorized but unissued shares.   (2) If the articles of incorporation prohibit the reissue of the acquired shares, the number of authorized shares is reduced by the number of shares acquired.   History: En. Sec. 59, Ch. 271, L. 2019.
MT Code § 35-14-632 (2021)
2021 Montana Code Annotated|Title 35. Corporations, Partnerships, and Associations|Chapter 14. Montana Business Corporation Act|Part 6. Shares and Distributions|35-14-632. through 35-14-639 reserved

  35-14-632 through 35-14-639 reserved.
MT Code § 35-14-701 (2021)
2021 Montana Code Annotated|Title 35. Corporations, Partnerships, and Associations|Chapter 14. Montana Business Corporation Act|Part 7. Shareholders|35-14-701. Annual meeting

  35-14-701. Annual meeting. (1) Unless directors are elected by written consent in lieu of an annual meeting as permitted by 35-14-704, a corporation shall hold a meeting of shareholders annually at a time stated in or fixed in accordance with the bylaws at which directors must be elected.  (2) Unless the board of directors determines to hold the meeting solely by means of remote communication in accordance with 35-14-709(3), annual meetings may be held:   (a) in or out of this state at the place stated in or fixed in accordance with the bylaws; or   (b) if no place is stated in or fixed in accordance with the bylaws, at the corporation's principal office.   (3) The failure to hold an annual meeting at the time stated in or fixed in accordance with a corporation's bylaws does not affect the validity of any corporate action.   History: En. Sec. 61, Ch. 271, L. 2019; amd. Sec. 2, Ch. 34, L. 2021.
MT Code § 35-14-702 (2021)
2021 Montana Code Annotated|Title 35. Corporations, Partnerships, and Associations|Chapter 14. Montana Business Corporation Act|Part 7. Shareholders|35-14-702. Special meeting

  35-14-702. Special meeting. (1) A corporation shall hold a special meeting of shareholders:  (a) on call of its board of directors or of the person or persons authorized to do so by the articles of incorporation or bylaws; or   (b) if shareholders holding at least 10% of all the votes entitled to be cast on an issue proposed to be considered at the proposed special meeting sign, date, and deliver to the corporation one or more written demands for the meeting describing the purpose or purposes for which it is to be held, provided that the articles of incorporation may fix a lower percentage or a higher percentage, not exceeding 25%, of all the votes entitled to be cast on any issue proposed to be considered. Unless otherwise provided in the articles of incorporation, a written demand for a special meeting may be revoked by a writing to that effect received by the corporation before the receipt by the corporation of demands sufficient in number to require the holding of a special meeting.   (2) If not otherwise fixed under 35-14-703 or 35-14-707, the record date for determining shareholders entitled to demand a special meeting is the first date on which a signed shareholder demand is delivered to the corporation. No written demand for a special meeting is effective unless, within 60 days of the earliest date on which the demand delivered to the corporation as required by this section was signed, written demands signed by shareholders holding at least the percentage of votes specified in or fixed in accordance with subsection (1)(b) have been delivered to the corporation.   (3) Unless the board of directors determines to hold the meeting solely by remote participation in accordance with 35-14-709(3), special meetings of shareholders may be held:   (a) in or out of this state at the place stated in or fixed in accordance with the bylaws; or   (b) if no place is stated in or fixed in accordance with the bylaws, at the corporation's principal office.   (4) Only business within the purpose or purposes described in the meeting notice required by 35-14-705(3) may be conducted at a special meeting of shareholders.   History: En. Sec. 62, Ch. 271, L. 2019; amd. Sec. 3, Ch. 34, L. 2021.
MT Code § 35-14-703 (2021)
2021 Montana Code Annotated|Title 35. Corporations, Partnerships, and Associations|Chapter 14. Montana Business Corporation Act|Part 7. Shareholders|35-14-703. Court-ordered meeting

  35-14-703. Court-ordered meeting. (1) The district court of the county where a corporation's principal office is located or, if its principal office is not located in this state, of the first judicial district may summarily order a meeting to be held:   (a) on application of any shareholder of the corporation if an annual meeting was not held or action by written consent in lieu of an annual meeting did not become effective within the earlier of 6 months after the end of the corporation's fiscal year or 15 months after its last annual meeting; or   (b) on application of one or more shareholders who signed a demand for a special meeting valid under 35-14-702 if:   (i) notice of the special meeting was not given within 30 days after the first day on which the requisite number of demands was delivered to the corporation; or   (ii) the special meeting was not held in accordance with the notice.   (2) The court may fix the time and place of the meeting, determine the shares entitled to participate in the meeting, specify a record date or dates for determining shareholders entitled to notice of and to vote at the meeting, prescribe the form and content of the meeting notice, fix the quorum required for specific matters to be considered at the meeting or direct that the shares represented at the meeting constitute a quorum for action on those matters, and enter other orders necessary to accomplish the purpose or purposes of the meeting.   (3) For purposes of subsection (1)(a), "shareholder" means a record shareholder, a beneficial shareholder, and an unrestricted voting trust beneficial owner.   History: En. Sec. 63, Ch. 271, L. 2019.
MT Code § 35-14-705 (2021)
2021 Montana Code Annotated|Title 35. Corporations, Partnerships, and Associations|Chapter 14. Montana Business Corporation Act|Part 7. Shareholders|35-14-705. Notice of meeting

  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.   History: En. Sec. 65, Ch. 271, L. 2019; amd. Sec. 4, Ch. 34, L. 2021.
MT Code § 35-14-706 (2021)
2021 Montana Code Annotated|Title 35. Corporations, Partnerships, and Associations|Chapter 14. Montana Business Corporation Act|Part 7. Shareholders|35-14-706. Waiver of notice

  35-14-706. Waiver of notice. (1) A shareholder may waive any notice required by this chapter or the articles of incorporation or bylaws, before or after the date and time stated in the notice. The waiver must be in writing, be signed by the shareholder entitled to the notice, and be delivered to the corporation for filing by the corporation with the minutes or corporate records.   (2) A shareholder's attendance at a meeting:   (a) waives objection to lack of notice or defective notice of the meeting unless the shareholder, at the beginning of the meeting, objects to holding the meeting or transacting business at the meeting; and   (b) waives objection to consideration of a particular matter at the meeting that is not within the purpose or purposes described in the meeting notice unless the shareholder objects to considering the matter when it is presented.   History: En. Sec. 66, Ch. 271, L. 2019.