reglab/housing_qa huggingface dataset:
MT Code § 35-14-823 (2021)
2021 Montana Code Annotated|Title 35. Corporations, Partnerships, and Associations|Chapter 14. Montana Business Corporation Act|Part 8. Directors and Officers|35-14-823. Waiver of notice

  35-14-823. Waiver of notice. (1) A director may waive any notice required by this chapter, the articles of incorporation, or the bylaws before or after the date and time stated in the notice. Except as provided by subsection (2), the waiver must be in writing, be signed by the director entitled to the notice, and be delivered to the corporation for filing by the corporation with the minutes or corporate records.   (2) A director's attendance at or participation in a meeting waives any required notice to the director of the meeting unless the director, at the beginning of the meeting or promptly upon arrival, objects to holding the meeting or transacting business at the meeting and does not after objecting vote for or assent to action taken at the meeting.   History: En. Sec. 107, Ch. 271, L. 2019.
MT Code § 35-14-824 (2021)
2021 Montana Code Annotated|Title 35. Corporations, Partnerships, and Associations|Chapter 14. Montana Business Corporation Act|Part 8. Directors and Officers|35-14-824. Quorum and voting

  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.   History: En. Sec. 108, Ch. 271, L. 2019.
MT Code § 35-14-825 (2021)
2021 Montana Code Annotated|Title 35. Corporations, Partnerships, and Associations|Chapter 14. Montana Business Corporation Act|Part 8. Directors and Officers|35-14-825. Committees of board

  35-14-825. Committees of board. (1) Unless this chapter, the articles of incorporation, or the bylaws provide otherwise, a board of directors may establish one or more board committees composed exclusively of one or more directors to perform functions of the board of directors.   (2) The establishment of a board committee and appointment of members to it must be approved by the greater of:   (a) a majority of all the directors in office when the action is taken; or   (b) the number of directors required by the articles of incorporation or bylaws to take action under 35-14-824 unless, in either case, this chapter or the articles of incorporation provide otherwise.   (3) Sections 35-14-820 through 35-14-824 apply to board committees and their members.   (4) A board committee may exercise the powers of the board of directors under 35-14-801 to the extent specified by the board of directors or in the articles of incorporation or bylaws, except that a board committee may not:   (a) authorize or approve distributions except according to a formula or method, or within limits, prescribed by the board of directors;   (b) approve or propose to shareholders action that this chapter requires to be approved by shareholders;   (c) fill vacancies on the board of directors or, subject to subsection (5), on any board committees;   (d) adopt, amend, or repeal bylaws;   (e) approve a plan of merger, including plans not requiring shareholder approval;   (f) authorize or approve reacquisition of shares except according to a formula or method prescribed by the board of directors; or   (g) authorize or approve the issuance of or sale or contract for sale of shares or determine the designation and relative rights, preferences, and limitations of a class or series of shares. However, the board of directors may authorize a committee or a senior executive officer of the corporation to do so within limits specifically prescribed by the board of directors.   (5) The board of directors may appoint one or more directors as alternate members of any board committee to replace any absent or disqualified member during the member's absence or disqualification. If the articles of incorporation, the bylaws, or the resolution creating the board committee so provide, the member or members present at any board committee meeting and not disqualified from voting may, by unanimous action, appoint another director to act in place of an absent or disqualified member during that member's absence or disqualification.   History: En. Sec. 109, Ch. 271, L. 2019.
MT Code § 35-14-826 (2021)
2021 Montana Code Annotated|Title 35. Corporations, Partnerships, and Associations|Chapter 14. Montana Business Corporation Act|Part 8. Directors and Officers|35-14-826. Submission of matters for shareholder vote

  35-14-826. Submission of matters for shareholder vote. A corporation may agree to submit a matter to a vote of its shareholders even if, after approving the matter, the board of directors determines it no longer recommends the matter.   History: En. Sec. 110, Ch. 271, L. 2019.
MT Code § 35-14-827 (2021)
2021 Montana Code Annotated|Title 35. Corporations, Partnerships, and Associations|Chapter 14. Montana Business Corporation Act|Part 8. Directors and Officers|35-14-827. through 35-14-829 reserved

  35-14-827 through 35-14-829 reserved.
MT Code § 35-14-830 (2021)
2021 Montana Code Annotated|Title 35. Corporations, Partnerships, and Associations|Chapter 14. Montana Business Corporation Act|Part 8. Directors and Officers|35-14-830. Standards of conduct for directors

  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.   History: En. Sec. 111, Ch. 271, L. 2019.
MT Code § 35-14-832 (2021)
2021 Montana Code Annotated|Title 35. Corporations, Partnerships, and Associations|Chapter 14. Montana Business Corporation Act|Part 8. Directors and Officers|35-14-832. Director's liability for unlawful distributions

  35-14-832. Director's liability for unlawful distributions. (1) A director who votes for or assents to a distribution in excess of what may be authorized and made pursuant to 35-14-640(1) or 35-14-1409(1) is personally liable to the corporation for the amount of the distribution that exceeds what could have been distributed without violating 35-14-640(1) or 35-14-1409(1) if the party asserting liability establishes that when taking the action the director did not comply with 35-14-830.   (2) A director held liable under subsection (1) for an unlawful distribution is entitled to:   (a) contribution from every other director who could be held liable under subsection (1) for the unlawful distribution; and   (b) recoupment from each shareholder of the pro rata portion of the amount of the unlawful distribution the shareholder accepted knowing the distribution was made in violation of 35-14-640(1) or 35-14-1409(1).   (3) A proceeding to enforce:   (a) the liability of a director under subsection (1) is barred unless it is commenced within 2 years after the date:   (i) on which the effect of the distribution was measured under 35-14-640(5) or (7);   (ii) as of which the violation of 35-14-640(1) occurred as the consequence of disregard of a restriction in the articles of incorporation; or   (iii) on which the distribution of assets to shareholders under 35-14-1409(1) was made; or   (b) contribution or recoupment under subsection (2) is barred unless it is commenced within 1 year after the liability of the claimant has been finally adjudicated under subsection (1).   History: En. Sec. 113, Ch. 271, L. 2019.
MT Code § 35-14-833 (2021)
2021 Montana Code Annotated|Title 35. Corporations, Partnerships, and Associations|Chapter 14. Montana Business Corporation Act|Part 8. Directors and Officers|35-14-833. through 35-14-839 reserved

  35-14-833 through 35-14-839 reserved.
MT Code § 35-14-840 (2021)
2021 Montana Code Annotated|Title 35. Corporations, Partnerships, and Associations|Chapter 14. Montana Business Corporation Act|Part 8. Directors and Officers|35-14-840. Officers

  35-14-840. Officers. (1) A corporation has the officers described in its bylaws or appointed by the board of directors in accordance with the bylaws.   (2) The board of directors may elect individuals to fill one or more offices of the corporation. An officer may appoint one or more officers if authorized by the bylaws or the board of directors.   (3) The bylaws or the board of directors shall assign to an officer responsibility for maintaining and authenticating the records of the corporation required to be kept under 35-14-1601(1).   (4) The same individual may simultaneously hold more than one office in a corporation.   History: En. Sec. 114, Ch. 271, L. 2019.
MT Code § 35-14-841 (2021)
2021 Montana Code Annotated|Title 35. Corporations, Partnerships, and Associations|Chapter 14. Montana Business Corporation Act|Part 8. Directors and Officers|35-14-841. Functions of officers

  35-14-841. Functions of officers. Each officer has the authority and shall perform the functions set forth in the bylaws or, to the extent consistent with the bylaws, the functions prescribed by the board of directors or by direction of an officer authorized by the board of directors to prescribe the functions of other officers.   History: En. Sec. 115, Ch. 271, L. 2019.
MT Code § 35-14-842 (2021)
2021 Montana Code Annotated|Title 35. Corporations, Partnerships, and Associations|Chapter 14. Montana Business Corporation Act|Part 8. Directors and Officers|35-14-842. Standards of conduct for officers

  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.   History: En. Sec. 116, Ch. 271, L. 2019.
MT Code § 35-14-843 (2021)
2021 Montana Code Annotated|Title 35. Corporations, Partnerships, and Associations|Chapter 14. Montana Business Corporation Act|Part 8. Directors and Officers|35-14-843. Resignation and removal of officers

  35-14-843. Resignation and removal of officers. (1) An officer may resign at any time by delivering a written notice to the corporation. A resignation is effective as provided in 35-14-141(9) unless the notice provides for delayed effectiveness, including effectiveness determined on a future event or events. If effectiveness of a resignation is stated to be delayed and the board of directors or the appointing officer accepts the delay, the board of directors or the appointing officer may fill the pending vacancy before the delayed effectiveness, but the new officer may not take office until the vacancy occurs.   (2) An officer may be removed at any time with or without cause by:   (a) the board of directors;   (b) the appointing officer unless the bylaws or the board of directors provides otherwise; or   (c) any other officer if authorized by the bylaws or the board of directors.   (3) In this section, "appointing officer" means the officer, including any successor to that officer, who appointed the officer resigning or being removed.   History: En. Sec. 117, Ch. 271, L. 2019.
MT Code § 35-14-844 (2021)
2021 Montana Code Annotated|Title 35. Corporations, Partnerships, and Associations|Chapter 14. Montana Business Corporation Act|Part 8. Directors and Officers|35-14-844. Contract rights of officers

  35-14-844. Contract rights of officers. (1) The election or appointment of an officer does not itself create contract rights.   (2) An officer's removal does not affect the officer's contract rights, if any, with the corporation. An officer's resignation does not affect the corporation's contract rights, if any, with the officer.   History: En. Sec. 118, Ch. 271, L. 2019.
MT Code § 35-14-845 (2021)
2021 Montana Code Annotated|Title 35. Corporations, Partnerships, and Associations|Chapter 14. Montana Business Corporation Act|Part 8. Directors and Officers|35-14-845. through 35-14-849 reserved

  35-14-845 through 35-14-849 reserved.
MT Code § 35-14-850 (2021)
2021 Montana Code Annotated|Title 35. Corporations, Partnerships, and Associations|Chapter 14. Montana Business Corporation Act|Part 8. Directors and Officers|35-14-850. Definitions -- indemnification and advance for expenses

  35-14-850. Definitions -- indemnification and advance for expenses. For the purposes of 35-14-850 through 35-14-859, unless the context clearly requires otherwise, the following definitions apply:  (1) "Corporation" includes any domestic or foreign predecessor entity of a corporation in a merger or other transaction in which the predecessor's existence ceased upon consummation of the transaction.   (2) "Director" means an individual who is or was a director of a corporation or who, while a director of the corporation, is or was serving at the corporation's request as a director, officer, manager, partner, trustee, employee, or agent of another entity or an employee benefit plan. A director is considered to be serving an employee benefit plan at the corporation's request if the individual's duties to the corporation also impose duties on, or otherwise involve services by, the individual to the plan or to participants in or beneficiaries of the plan. The term includes, unless the context requires otherwise, the estate or personal representative of a director.   (3) "Liability" means the obligation to pay a judgment, a settlement, a penalty, a fine, including an excise tax assessed with respect to an employee benefit plan, or expenses incurred with respect to a proceeding, including attorney fees.   (4) "Officer" means an individual who is or was an officer of a corporation or who, while an officer of the corporation, is or was serving at the corporation's request as a director, officer, manager, partner, trustee, employee, or agent of another entity or employee benefit plan. An officer is considered to be serving an employee benefit plan at the corporation's request if the individual's duties to the corporation also impose duties on or otherwise involve services by the individual to the plan or to participants in or beneficiaries of the plan. The term includes, unless the context requires otherwise, the estate or personal representative of an officer.   (5) (a) "Official capacity" means:   (i) when used with respect to a director, the office of director in a corporation; and   (ii) when used with respect to an officer as contemplated in 35-14-856, the office in a corporation held by the officer.   (b) The term does not include service for any other domestic or foreign corporation or any joint venture, trust, employee benefit plan, or other entity.   (6) "Party" means an individual who was, is, or is threatened to be made a defendant or respondent in a proceeding.   (7) "Proceeding" means any threatened, pending, or completed action, suit, or proceeding, whether civil, criminal, administrative, arbitrative, or investigative and whether formal or informal.   History: En. Sec. 119, Ch. 271, L. 2019; amd. Sec. 7, Ch. 34, L. 2021.
MT Code § 35-14-851 (2021)
2021 Montana Code Annotated|Title 35. Corporations, Partnerships, and Associations|Chapter 14. Montana Business Corporation Act|Part 8. Directors and Officers|35-14-851. Permissible indemnification

  35-14-851. Permissible indemnification. (1) Except as otherwise provided in this section, a corporation may indemnify an individual who is a party to a proceeding because the individual is a director against liability incurred in the proceeding if:   (a) (i) the director acted in good faith; and   (ii) the director reasonably believed:   (A) in the case of conduct in an official capacity, that the conduct was in the best interests of the corporation; and   (B) in all other cases, that the conduct was at least not opposed to the best interests of the corporation; and   (iii) in the case of a criminal proceeding, the director had no reasonable cause to believe the conduct was unlawful; or   (b) the director engaged in conduct for which broader indemnification has been made permissible or obligatory under a provision of the articles of incorporation as authorized by 35-14-202(2)(e).   (2) A director's conduct with respect to an employee benefit plan for a purpose the director reasonably believed to be in the interests of the participants in and the beneficiaries of the plan is conduct that satisfies the requirement of subsection (1)(a)(ii)(B).   (3) The termination of a proceeding by judgment, order, settlement, or conviction or upon a plea of nolo contendere or its equivalent is not, of itself, determinative that the director did not meet the relevant standard of conduct described in this section.   (4) Unless ordered by a court under 35-14-854(1)(c), a corporation may not indemnify a director:   (a) in connection with a proceeding by or in the right of the corporation except for expenses incurred in connection with the proceeding if it is determined that the director has met the relevant standard of conduct under subsection (1); or   (b) in connection with any proceeding with respect to conduct for which the director was adjudged liable on the basis of receiving a financial benefit to which the director was not entitled, regardless of whether it involved action in the director's official capacity.   History: En. Sec. 120, Ch. 271, L. 2019.
MT Code § 35-14-852 (2021)
2021 Montana Code Annotated|Title 35. Corporations, Partnerships, and Associations|Chapter 14. Montana Business Corporation Act|Part 8. Directors and Officers|35-14-852. Mandatory indemnification

  35-14-852. Mandatory indemnification. A corporation shall indemnify a director who was wholly successful, on the merits or otherwise, in the defense of any proceeding to which the director was a party because the director was a director of the corporation against expenses incurred by the director in connection with the proceeding.   History: En. Sec. 121, Ch. 271, L. 2019.