reglab/housing_qa huggingface dataset:
MT Code § 35-2-423 (2021)
2021 Montana Code Annotated|Title 35. Corporations, Partnerships, and Associations|Chapter 2. Nonprofit Corporations|Part 4. Directors and Officers -- Indemnification|35-2-423. Removal of directors by judicial proceeding

  35-2-423. Removal of directors by judicial proceeding. (1) The district court for the judicial district of the county where a corporation's principal office is located or, if the principal office is not located in the state, Lewis and Clark County may remove any director of the corporation from office in a proceeding commenced by the corporation, by its members holding at least 10% of the voting power of any class, or by the attorney general in the case of a public benefit corporation if the court finds that:   (a) (i) the director engaged in fraudulent or dishonest conduct or in gross abuse of authority or discretion with respect to the corporation; or   (ii) a final judgment has been entered finding that the director has violated a duty set forth in 35-2-416, 35-2-418, 35-2-435, or 35-2-436; and   (b) removal is in the best interest of the corporation.   (2) The court that removes a director may bar the director from serving on the board for a period prescribed by the court.   (3) If members or the attorney general commence a proceeding under subsection (1), the corporation must be made a party defendant.   (4) If a public benefit corporation or its members commence a proceeding under subsection (1), they shall give the attorney general written notice of the proceeding.   (5) The articles or bylaws of a religious corporation may limit or prohibit the application of this section.   History: En. Sec. 82, Ch. 411, L. 1991; amd. Sec. 39, Ch. 240, L. 2007.
MT Code § 35-2-424 (2021)
2021 Montana Code Annotated|Title 35. Corporations, Partnerships, and Associations|Chapter 2. Nonprofit Corporations|Part 4. Directors and Officers -- Indemnification|35-2-424. Vacancy on board

  35-2-424. Vacancy on board. (1) Unless the articles or bylaws provide otherwise and except as provided in subsections (2) and (3), if a vacancy occurs on a board of directors, including a vacancy resulting from an increase in the number of directors:   (a) (i) the members, if any, may fill the vacancy; or   (ii) if the vacant office was held by a director elected by a class, chapter, organizational unit or by region or other geographic grouping, only members of the class, chapter, unit, or grouping are entitled to vote to fill the vacancy if it is filled by the members;   (b) the board of directors may fill the vacancy; or   (c) if the directors remaining in office constitute fewer than a quorum of the board, they may fill the vacancy by the affirmative vote of a majority of all the directors remaining in office.   (2) Unless the articles or bylaws provide otherwise, if a vacant office was held by an appointed director, only the person who appointed the director may fill the vacancy.   (3) If a vacant office was held by a designated director, the vacancy must be filled as provided in the articles or bylaws. In the absence of an applicable article or bylaw provision, the vacancy may not be filled by the board.   (4) A vacancy that will occur at a specific later date, by reason of a resignation effective at a later date under 35-2-420(2) or otherwise, may be filled before the vacancy occurs. However, the new director may not take office until the vacancy occurs.   History: En. Sec. 83, Ch. 411, L. 1991.
MT Code § 35-2-425 (2021)
2021 Montana Code Annotated|Title 35. Corporations, Partnerships, and Associations|Chapter 2. Nonprofit Corporations|Part 4. Directors and Officers -- Indemnification|35-2-425. Compensation of directors

  35-2-425. Compensation of directors. Unless the articles or bylaws provide otherwise, the board of directors may fix the compensation of directors.   History: En. Sec. 84, Ch. 411, L. 1991.
MT Code § 35-2-426 (2021)
2021 Montana Code Annotated|Title 35. Corporations, Partnerships, and Associations|Chapter 2. Nonprofit Corporations|Part 4. Directors and Officers -- Indemnification|35-2-426. reserved

  35-2-426 reserved.
MT Code § 35-2-427 (2021)
2021 Montana Code Annotated|Title 35. Corporations, Partnerships, and Associations|Chapter 2. Nonprofit Corporations|Part 4. Directors and Officers -- Indemnification|35-2-427. Regular and special meetings

  35-2-427. Regular and special meetings. (1) If the time and place of a directors' meeting is fixed by the bylaws or the board, the meeting is a regular meeting. All other meetings are special meetings.   (2) A board of directors may hold regular or special meetings in the state or out of the state.   (3) Unless the articles or bylaws provide otherwise, a board may permit any or all directors to participate in a regular or special meeting by or to conduct the meeting through the use of any means of communication by which all directors participating may simultaneously hear each other during the meeting. A director participating in a meeting by this means is considered to be present in person at the meeting.   History: En. Sec. 85, Ch. 411, L. 1991.
MT Code § 35-2-428 (2021)
2021 Montana Code Annotated|Title 35. Corporations, Partnerships, and Associations|Chapter 2. Nonprofit Corporations|Part 4. Directors and Officers -- Indemnification|35-2-428. Action without meeting

  35-2-428. Action without meeting. (1) Unless the articles or bylaws provide otherwise, action required or permitted by this chapter to be taken at a board of directors' meeting may be taken without a meeting if the action is taken by all members of the board. The action must be evidenced by one or more written consents describing the action taken, be signed by each director, and be included in the minutes filed with the corporate records reflecting the action taken.   (2) Action taken under this section is effective when the last director signs the consent unless the consent specifies a different effective date.   (3) A consent signed under this section has the effect of a meeting vote and may be described as a vote in any document.   History: En. Sec. 86, Ch. 411, L. 1991.
MT Code § 35-2-429 (2021)
2021 Montana Code Annotated|Title 35. Corporations, Partnerships, and Associations|Chapter 2. Nonprofit Corporations|Part 4. Directors and Officers -- Indemnification|35-2-429. Call and notice of meetings

  35-2-429. Call and notice of meetings. (1) Unless the articles or bylaws provide otherwise or unless the provisions of subsection (3) apply, regular meetings of the board may be held without notice.   (2) Unless the articles, bylaws, or subsection (3) provide otherwise, special meetings of the board must be preceded by at least 2 days' notice to each director of the date, time, and place, but not the purpose, of the meeting.   (3) In a corporation without members, any board action to remove a director or to approve a matter that would require approval by the members if the corporation had members is not valid unless each director is given at least 7 days' written notice that the matter will be voted upon at a directors' meeting or unless notice is waived pursuant to 35-2-430.   (4) Unless the articles or bylaws provide otherwise, the presiding officer of the board, the president, or 20% of the directors then in office may call and give notice of a meeting of the board.   History: En. Sec. 87, Ch. 411, L. 1991; amd. Sec. 70, Ch. 51, L. 1999.
MT Code § 35-2-430 (2021)
2021 Montana Code Annotated|Title 35. Corporations, Partnerships, and Associations|Chapter 2. Nonprofit Corporations|Part 4. Directors and Officers -- Indemnification|35-2-430. Waiver of notice

  35-2-430. Waiver of notice. (1) A director may at any time waive a notice required by this chapter, the articles, or bylaws. Except as provided in subsection (2), the waiver must be in writing, be signed by the director entitled to the notice, and be filed with the minutes or the corporate records.   (2) A director's attendance at or participation in a meeting waives any required notice of the meeting unless the director, upon arriving at the meeting or prior to the vote on a matter not noticed in conformity with this chapter, the articles, or bylaws, objects to lack of notice and does not vote for or assent to that action.   History: En. Sec. 88, Ch. 411, L. 1991.
MT Code § 35-2-431 (2021)
2021 Montana Code Annotated|Title 35. Corporations, Partnerships, and Associations|Chapter 2. Nonprofit Corporations|Part 4. Directors and Officers -- Indemnification|35-2-431. Quorum and voting

  35-2-431. Quorum and voting. (1) Except as otherwise provided in this chapter, the articles, or bylaws, a quorum of a board of directors consists of a majority of the directors in office immediately before a meeting begins. In no event may the articles or bylaws authorize a quorum of fewer than the greater of one-third of the number of directors in office or two directors.   (2) 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 unless this chapter, the articles, or bylaws require the vote of a greater number of directors.   History: En. Sec. 89, Ch. 411, L. 1991.
MT Code § 35-2-432 (2021)
2021 Montana Code Annotated|Title 35. Corporations, Partnerships, and Associations|Chapter 2. Nonprofit Corporations|Part 4. Directors and Officers -- Indemnification|35-2-432. reserved

  35-2-432 reserved.
MT Code § 35-2-433 (2021)
2021 Montana Code Annotated|Title 35. Corporations, Partnerships, and Associations|Chapter 2. Nonprofit Corporations|Part 4. Directors and Officers -- Indemnification|35-2-433. Committees of the board

  35-2-433. Committees of the board. (1) Unless prohibited or limited by the articles or bylaws, a board of directors may create one or more committees of the board and appoint members of the board to serve on them. Each committee must have two or more directors who serve at the pleasure of the board.   (2) The creation of a 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 or bylaws to take action under 35-2-431.   (3) Sections 35-2-427 through 35-2-431, which govern meetings, action without meetings, notice, waiver of notice, and quorum and voting requirements of the board, apply to committees of the board and their members.   (4) To the extent specified by the board of directors or in the articles or bylaws, each committee of the board may exercise the board's authority under 35-2-414.   (5) A committee of the board may not:   (a) authorize distributions;   (b) approve or recommend to members dissolution, merger, or the sale, pledge, or transfer of all or substantially all of the corporation's assets;   (c) elect, appoint, or remove directors or fill vacancies on the board or on any of its committees; or   (d) adopt, amend, or repeal the articles or bylaws.   (6) The creation of, delegation of authority to, or action by a committee does not by itself constitute compliance by a director with the standards of conduct described in 35-2-416.   History: En. Sec. 90, Ch. 411, L. 1991.
MT Code § 35-2-434 (2021)
2021 Montana Code Annotated|Title 35. Corporations, Partnerships, and Associations|Chapter 2. Nonprofit Corporations|Part 4. Directors and Officers -- Indemnification|35-2-434. reserved

  35-2-434 reserved.
MT Code § 35-2-435 (2021)
2021 Montana Code Annotated|Title 35. Corporations, Partnerships, and Associations|Chapter 2. Nonprofit Corporations|Part 4. Directors and Officers -- Indemnification|35-2-435. Loans to or guaranties for directors and officers

  35-2-435. Loans to or guaranties for directors and officers. (1) A corporation may not lend money to or guarantee the obligation of a director or officer of the corporation.   (2) The fact that a loan or guaranty is made in violation of this section does not affect the borrower's liability on the loan.   History: En. Sec. 93, Ch. 411, L. 1991.
MT Code § 35-2-436 (2021)
2021 Montana Code Annotated|Title 35. Corporations, Partnerships, and Associations|Chapter 2. Nonprofit Corporations|Part 4. Directors and Officers -- Indemnification|35-2-436. Liability for unlawful distributions

  35-2-436. Liability for unlawful distributions. (1) Unless a director complies with the applicable standards of conduct described in 35-2-416, a director who votes for or assents to a distribution made in violation of this chapter is personally liable to the corporation for the amount of the distribution that exceeds what could have been distributed without violating this chapter.   (2) A director held liable for an unlawful distribution under subsection (1) is entitled to contribution:   (a) from every other director who voted for or assented to the distribution and who did not comply with the applicable standards of conduct described in 35-2-416; and   (b) from each person who received an unlawful distribution for the amount of the distribution whether or not the person receiving the distribution knew it was made in violation of this chapter.   History: En. Sec. 94, Ch. 411, L. 1991.
MT Code § 35-2-437 (2021)
2021 Montana Code Annotated|Title 35. Corporations, Partnerships, and Associations|Chapter 2. Nonprofit Corporations|Part 4. Directors and Officers -- Indemnification|35-2-437. and 35-2-438 reserved

  35-2-437 and 35-2-438 reserved.
MT Code § 35-2-439 (2021)
2021 Montana Code Annotated|Title 35. Corporations, Partnerships, and Associations|Chapter 2. Nonprofit Corporations|Part 4. Directors and Officers -- Indemnification|35-2-439. Required officers

  35-2-439. Required officers. (1) Unless otherwise provided in the articles or bylaws, a corporation has a president, a secretary, a treasurer, and any other officers appointed by the board.   (2) The bylaws or the board shall delegate to one of the officers responsibility for preparing minutes of the directors' and members' meetings and for authenticating records of the corporation.   (3) A person may simultaneously hold more than one office in a corporation.   History: En. Sec. 95, Ch. 411, L. 1991.
MT Code § 35-2-440 (2021)
2021 Montana Code Annotated|Title 35. Corporations, Partnerships, and Associations|Chapter 2. Nonprofit Corporations|Part 4. Directors and Officers -- Indemnification|35-2-440. Duties and authority of officers

  35-2-440. Duties and authority of officers. Each officer has the authority and shall perform the duties set forth in the bylaws or, to the extent consistent with the bylaws, the duties and authority prescribed in a resolution of the board or by direction of an officer authorized by the board to prescribe the duties and authority of other officers.   History: En. Sec. 96, Ch. 411, L. 1991.
MT Code § 35-2-441 (2021)
2021 Montana Code Annotated|Title 35. Corporations, Partnerships, and Associations|Chapter 2. Nonprofit Corporations|Part 4. Directors and Officers -- Indemnification|35-2-441. Standards of conduct for officers

  35-2-441. Standards of conduct for officers. (1) An officer with discretionary authority shall discharge the duties under that authority:   (a) in good faith;   (b) with the care an ordinarily prudent person in a similar position would exercise under similar circumstances; and   (c) in a manner the officer reasonably believes to be in the best interests of the corporation and its members, if any.   (2) In discharging the duties, an officer is entitled to rely on information, opinions, reports, or statements, including financial statements and other financial data, if prepared or presented by:   (a) one or more officers or employees of the corporation who the officer reasonably believes to be reliable and competent in the matters presented;   (b) attorneys, public accountants, or other persons as to matters that the officer reasonably believes are within the person's professional or expert competence; or   (c) in the case of religious corporations, religious authorities, ministers, priests, rabbis, or other persons whose position or duties in the religious organization the officer believes justify reliance and confidence and who the officer believes to be reliable and competent in the matters presented.   (3) An officer is not acting in good faith if the officer has knowledge concerning the matter in question that makes reliance otherwise permitted by subsection (2) unwarranted.   (4) An officer is not liable to the corporation, any member, or any other person for an action taken or not taken as an officer if the officer acted in compliance with this section.   (5) This part does not modify any limitation of liability of officers provided by Title 27.   History: En. Sec. 97, Ch. 411, L. 1991; amd. Sec. 1280, Ch. 56, L. 2009.
MT Code § 35-2-442 (2021)
2021 Montana Code Annotated|Title 35. Corporations, Partnerships, and Associations|Chapter 2. Nonprofit Corporations|Part 4. Directors and Officers -- Indemnification|35-2-442. Resignation and removal of officers

  35-2-442. Resignation and removal of officers. (1) An officer may resign at any time by delivering notice to the corporation. A resignation is effective when the notice is effective unless the notice specifies a future effective date. If a resignation is made effective at a future date and the corporation accepts the future effective date, its board of directors may fill the pending vacancy before the effective date if the board provides that the successor does not take office until the effective date.   (2) A board may remove any officer at any time, with or without cause.   History: En. Sec. 98, Ch. 411, L. 1991.
MT Code § 35-2-443 (2021)
2021 Montana Code Annotated|Title 35. Corporations, Partnerships, and Associations|Chapter 2. Nonprofit Corporations|Part 4. Directors and Officers -- Indemnification|35-2-443. Contract rights of officers

  35-2-443. Contract rights of officers. (1) The appointment of an officer does not of 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. 99, Ch. 411, L. 1991.
MT Code § 35-2-444 (2021)
2021 Montana Code Annotated|Title 35. Corporations, Partnerships, and Associations|Chapter 2. Nonprofit Corporations|Part 4. Directors and Officers -- Indemnification|35-2-444. Officers' authority to execute documents

  35-2-444. Officers' authority to execute documents. A contract or other instrument in writing executed or entered into between a corporation and any other person is not invalidated as to the corporation by a lack of authority of the signing officers in the absence of actual knowledge on the part of the other person that the signing officers did not have authority to execute the contract or other instrument if it is signed by:   (1) the presiding officer of the board and the president; or   (2) one person from each of the following:   (a) the presiding officer of the board or the president; and   (b) a vice president, the secretary, treasurer, or executive director.   History: En. Sec. 100, Ch. 411, L. 1991.
MT Code § 35-2-445 (2021)
2021 Montana Code Annotated|Title 35. Corporations, Partnerships, and Associations|Chapter 2. Nonprofit Corporations|Part 4. Directors and Officers -- Indemnification|35-2-445. reserved

  35-2-445 reserved.
MT Code § 35-2-446 (2021)
2021 Montana Code Annotated|Title 35. Corporations, Partnerships, and Associations|Chapter 2. Nonprofit Corporations|Part 4. Directors and Officers -- Indemnification|35-2-446. Definitions

  35-2-446. Definitions. As used in 35-2-446 through 35-2-454, 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) (a) "Director" means an individual who is or was a director of a corporation or an individual who, while a director of a corporation, is or was serving at the corporation's request as a director, officer, partner, trustee, employee, or agent of another foreign or domestic business or nonprofit corporation, partnership, joint venture, trust, employee benefit plan, or other enterprise. A director is considered to be serving an employee benefit plan at the corporation's request if the director's duties to the corporation also impose duties on, or otherwise involve services by, the director to the plan or the participants in or beneficiaries of the plan.   (b) Director includes, unless the context requires otherwise, the estate or personal representative of a director.   (3) "Expenses" include attorney fees.   (4) "Liability" means the obligation to pay a judgment, settlement, penalty, fine, excise tax assessed with respect to an employee benefit plan, or reasonable expenses actually incurred with respect to a proceeding.   (5) (a) "Official capacity" means:   (i) when used with respect to a director, the office of director in a corporation; or   (ii) when used with respect to an individual other than a director, as contemplated in 35-2-452, the office in a corporation held by the officer or the employment or agency relationship undertaken by the employee or agent on behalf of the corporation.   (b) Official capacity does not include service for any other foreign or domestic business or nonprofit corporation or any partnership, joint venture, trust, employee benefit plan, or other enterprise.   (6) "Party" includes an individual who was, is, or is threatened to be made a named defendant or respondent in a proceeding.   (7) "Proceeding" means any threatened, pending, or completed action, suit, or proceeding, whether civil, criminal, administrative, or investigative and whether formal or informal.   History: En. Sec. 101, Ch. 411, L. 1991.
MT Code § 35-2-447 (2021)
2021 Montana Code Annotated|Title 35. Corporations, Partnerships, and Associations|Chapter 2. Nonprofit Corporations|Part 4. Directors and Officers -- Indemnification|35-2-447. Authority to indemnify

  35-2-447. Authority to indemnify. (1) Except as provided in subsection (4), an individual made a party to a proceeding because the individual is or was a director may be indemnified against liability incurred in the proceeding if the individual:   (a) engaged in good faith conduct;   (b) reasonably believed:   (i) in the case of conduct in the individual's official capacity with the corporation, that the conduct was in its best interests; and   (ii) in all other cases, that the conduct was at least not opposed to its best interests; and   (c) in the case of any criminal proceeding, had no reasonable cause to believe the conduct was unlawful.   (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 beneficiaries of the plan is conduct that satisfies the requirements of subsection (1)(b)(ii).   (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, a determination that the director did not meet the standard of conduct described in this section.   (4) A corporation may not indemnify a director under this section:   (a) in connection with a proceeding by or in the right of the corporation in which the director was adjudged liable to the corporation; or   (b) in connection with any other proceeding that charges improper personal benefit to the director, whether or not involving action in the director's official capacity, in which the director was adjudged liable on the basis that personal benefit was improperly received by the director.   (5) Indemnification permitted under this section in connection with a proceeding by or in the right of the corporation is limited to reasonable expenses incurred in connection with the proceeding.   History: En. Sec. 102, Ch. 411, L. 1991; amd. Sec. 1281, Ch. 56, L. 2009.