reglab/housing_qa huggingface dataset:
MT Code § 35-18-313 (2021)
2021 Montana Code Annotated|Title 35. Corporations, Partnerships, and Associations|Chapter 18. Rural Cooperative Utilities|Part 3. Operation -- Members, Trustees, and Officers|35-18-313. Voting districts

  35-18-313. Voting districts. (1) (a) For corporations organized under the provisions of 35-18-105(2), notwithstanding any other provisions of this chapter, the bylaws may provide that the territory in which a cooperative supplies telephone service to members must be divided into two or more voting districts and that in respect to each voting district:   (i) the members residing in the voting district shall elect a designated number of trustees;   (ii) the members residing in the voting district shall elect a designated number of delegates; or   (iii) the members shall elect both trustees and delegates.   (b) The bylaws must prescribe the manner in which the voting districts and the members of those voting districts and the delegates and trustees, if any, elected from those voting districts are to function and the powers of the delegates, which may include the power to elect trustees.   (c) A member present at any voting district meeting and a delegate present at any meeting may not vote by proxy or by mail.   (2) (a) For corporations organized under the provisions of 35-18-105(1), notwithstanding any other provisions of this chapter, the bylaws may provide that the territory or geographic area in which a cooperative operates to serve members, or a class or classes of members, must be divided into two or more voting districts and that in respect to each voting district:   (i) the members or the members of a membership class or classes residing in the voting district shall elect a designated number of trustees;   (ii) the members or the members of a membership class or classes residing in the voting district shall elect a designated number of delegates; or   (iii) the members or the members of a membership class or classes shall elect both trustees and delegates.   (b) This section does not restrict or prohibit a cooperative from using any combination of voting districts based on members or classes of members within a territory or geographical area or voting districts at large based on members or classes of members using one or more kinds of service or product provided by the cooperative.   (c) The bylaws must prescribe the manner in which the voting districts and the trustees and delegates, if any, elected from those voting districts shall function and the powers of the delegates, which may include the power to elect trustees and adopt, amend, or repeal the bylaws of a cooperative.   (d) A member present at any voting district meeting and a delegate present at any meeting may not vote by proxy or by mail.   History: En. Sec. 10, Ch. 172, L. 1939; amd. Sec. 6, Ch. 80, L. 1957; R.C.M. 1947, 14-510; amd. Sec. 46, Ch. 7, L. 2001; amd. Sec. 6, Ch. 406, L. 2001.
MT Code § 35-18-314 (2021)
2021 Montana Code Annotated|Title 35. Corporations, Partnerships, and Associations|Chapter 18. Rural Cooperative Utilities|Part 3. Operation -- Members, Trustees, and Officers|35-18-314. Officers

  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.   History: En. Sec. 11, Ch. 172, L. 1939; R.C.M. 1947, 14-511; amd. Sec. 1338, Ch. 56, L. 2009.
MT Code § 35-18-315 (2021)
2021 Montana Code Annotated|Title 35. Corporations, Partnerships, and Associations|Chapter 18. Rural Cooperative Utilities|Part 3. Operation -- Members, Trustees, and Officers|35-18-315. Authority to take acknowledgments -- officer, trustee, or member

  35-18-315. Authority to take acknowledgments -- officer, trustee, or member. No person who is authorized to take acknowledgments under the laws of this state shall be disqualified from taking acknowledgments of instruments executed in favor of a cooperative or to which it is a party by reason of being an officer, director, or member of such cooperative.   History: En. Sec. 25, Ch. 172, L. 1939; R.C.M. 1947, 14-525.
MT Code § 35-18-319 (2021)
2021 Montana Code Annotated|Title 35. Corporations, Partnerships, and Associations|Chapter 18. Rural Cooperative Utilities|Part 3. Operation -- Members, Trustees, and Officers|35-18-319. through 35-18-324 reserved

  35-18-319 through 35-18-324 reserved.
MT Code § 35-18-325 (2021)
2021 Montana Code Annotated|Title 35. Corporations, Partnerships, and Associations|Chapter 18. Rural Cooperative Utilities|Part 3. Operation -- Members, Trustees, and Officers|35-18-325. Duties of trustees and officers

  35-18-325. Duties of trustees and officers. (1) A trustee or officer shall discharge the duties of the office, including the trustee's or officer's duties as a member of any committee:   (a) in good faith;   (b) with the care that an ordinarily prudent person in a similar position would exercise under similar circumstances; and   (c) in a manner that the trustee or officer reasonably believes to be in the best interest of the cooperative.   (2) In discharging duties, a trustee or officer is entitled to rely on factual information, opinions, reports, or statements, including but not limited to financial statements and other financial information, if prepared and presented by:   (a) one or more officers or employees of the cooperative whom the trustee or officer reasonably believes to be reliable and competent in the subject matter presented;   (b) attorneys, public accountants, engineers, or other persons with regard to subject matters that the trustee or officer reasonably believes are within the person's professional or expert competence; or   (c) a committee of the board of trustees or officers of which the trustee or officer is not a member if the trustee or officer reasonably believes that the committee merits confidence.   (3) A trustee or officer is not acting in good faith if the trustee or officer has knowledge concerning the matter in question that makes reliance otherwise permitted by subsection (2) unwarranted.   (4) A trustee or officer is not liable for any action taken as a trustee or officer or for any failure to take any action if the trustee or officer performs the duties of the office in compliance with this section.   History: En. Sec. 1, Ch. 173, L. 2001.
MT Code § 35-18-326 (2021)
2021 Montana Code Annotated|Title 35. Corporations, Partnerships, and Associations|Chapter 18. Rural Cooperative Utilities|Part 3. Operation -- Members, Trustees, and Officers|35-18-326. Trustee or officer conflict of interest

  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.   History: En. Sec. 2, Ch. 173, L. 2001.
MT Code § 35-18-327 (2021)
2021 Montana Code Annotated|Title 35. Corporations, Partnerships, and Associations|Chapter 18. Rural Cooperative Utilities|Part 3. Operation -- Members, Trustees, and Officers|35-18-327. Definitions

  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.   History: En. Sec. 3, Ch. 173, L. 2001.
MT Code § 35-18-328 (2021)
2021 Montana Code Annotated|Title 35. Corporations, Partnerships, and Associations|Chapter 18. Rural Cooperative Utilities|Part 3. Operation -- Members, Trustees, and Officers|35-18-328. Authority to indemnify

  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.   History: En. Sec. 4, Ch. 173, L. 2001.
MT Code § 35-18-329 (2021)
2021 Montana Code Annotated|Title 35. Corporations, Partnerships, and Associations|Chapter 18. Rural Cooperative Utilities|Part 3. Operation -- Members, Trustees, and Officers|35-18-329. Mandatory indemnification

  35-18-329. Mandatory indemnification. Unless limited by its articles of incorporation, a cooperative shall indemnify a trustee or officer who was wholly successful, on the merits or otherwise, in the defense of any proceeding to which the trustee or officer was a party because the trustee or officer is or was a trustee or officer of the cooperative against reasonable expenses incurred by the trustee or officer in connection with the proceeding.   History: En. Sec. 5, Ch. 173, L. 2001.
MT Code § 35-18-330 (2021)
2021 Montana Code Annotated|Title 35. Corporations, Partnerships, and Associations|Chapter 18. Rural Cooperative Utilities|Part 3. Operation -- Members, Trustees, and Officers|35-18-330. Court-ordered indemnification

  35-18-330. Court-ordered indemnification. Unless a cooperative's articles of incorporation provide otherwise, a trustee or officer of the cooperative 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 that the court considers necessary, may order indemnification if it determines that the trustee or officer:   (1) is entitled to mandatory indemnification under 35-18-329, in which case the court shall also order the cooperative to pay the trustee's reasonable expenses incurred in obtaining court-ordered indemnification; or   (2) is fairly and reasonably entitled to indemnification in view of all the relevant circumstances. If the trustee or officer was adjudged liable as described in 35-18-328(3), the trustee's or officer's indemnification is limited to reasonable expenses incurred.   History: En. Sec. 6, Ch. 173, L. 2001.
MT Code § 35-18-331 (2021)
2021 Montana Code Annotated|Title 35. Corporations, Partnerships, and Associations|Chapter 18. Rural Cooperative Utilities|Part 3. Operation -- Members, Trustees, and Officers|35-18-331. Determination and authorization of indemnification

  35-18-331. Determination and authorization of indemnification. (1) A cooperative may not indemnify a trustee or officer under 35-18-328 unless authorized in the specific case after a determination has been made that indemnification of the trustee or officer is permissible in the circumstances because the trustee or officer has met the standard of conduct set forth in 35-18-328.   (2) The determination must be made:   (a) by the board of directors by majority vote of a quorum consisting of directors not at the time parties to the proceeding;   (b) if a quorum cannot be obtained under subsection (2)(a), by majority vote of a committee designated by the board of directors, in which designated directors who are parties may participate;   (c) by special legal counsel:   (i) selected by the board of directors or its committee in the manner prescribed in subsection (2)(a) or (2)(b); or   (ii) if a quorum of the board of directors cannot be obtained under subsection (2)(a) and a committee cannot be designated under subsection (2)(b), selected by majority vote of the full board of directors in which selected directors who are parties may participate; or   (d) by the shareholders, but shares owned by or voted under the control of directors who are at the time parties to the proceeding may not be voted on the determination.   (3) Authorization of indemnification and evaluation as to reasonableness of expenses must be made in the same manner as the determination that indemnification is permissible, except that if the determination is made by special legal counsel, authorization of indemnification and evaluation as to reasonableness of expenses must be made by those entitled under subsection (2)(c) to select counsel.   History: En. Sec. 7, Ch. 173, L. 2001.
MT Code § 35-18-332 (2021)
2021 Montana Code Annotated|Title 35. Corporations, Partnerships, and Associations|Chapter 18. Rural Cooperative Utilities|Part 3. Operation -- Members, Trustees, and Officers|35-18-332. Insurance

  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.   History: En. Sec. 8, Ch. 173, L. 2001.
MT Code § 35-18-333 (2021)
2021 Montana Code Annotated|Title 35. Corporations, Partnerships, and Associations|Chapter 18. Rural Cooperative Utilities|Part 3. Operation -- Members, Trustees, and Officers|35-18-333. Application

  35-18-333. Application. (1) A provision treating a cooperative's indemnification of trustees or officers that is contained in its articles of incorporation, its bylaws, a resolution of its shareholders or board of directors, a contract, or other instrument is valid only if and to the extent that the provision is consistent with 35-18-327 through 35-18-333. If articles of incorporation limit indemnification, indemnification is valid only to the extent that it is consistent with the articles of incorporation.   (2) Sections 35-18-327 through 35-18-333 do not limit a cooperative's power to pay or reimburse expenses incurred by a trustee or officer in connection with the trustee's or officer's appearance as a witness in a proceeding at a time when the trustee or officer has not been made a named defendant or respondent to the proceeding.   History: En. Sec. 9, Ch. 173, L. 2001.
MT Code § 35-18-401 (2021)
2021 Montana Code Annotated|Title 35. Corporations, Partnerships, and Associations|Chapter 18. Rural Cooperative Utilities|Part 4. Merger, Consolidation, and Dissolution|35-18-401. Procedure for merger

  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.   History: En. Sec. 14, Ch. 172, L. 1939; R.C.M. 1947, 14-514; amd. Sec. 44, Ch. 174, L. 1983.