reglab/housing_qa huggingface dataset:
MT Code § 35-14-743 (2021)
2021 Montana Code Annotated|Title 35. Corporations, Partnerships, and Associations|Chapter 14. Montana Business Corporation Act|Part 7. Shareholders|35-14-743. Stay of proceedings

  35-14-743. Stay of proceedings. If the corporation commences an inquiry into the allegations made in the demand or complaint, the court may stay any derivative proceeding for any period the court considers appropriate.   History: En. Sec. 86, Ch. 271, L. 2019.
MT Code § 35-14-744 (2021)
2021 Montana Code Annotated|Title 35. Corporations, Partnerships, and Associations|Chapter 14. Montana Business Corporation Act|Part 7. Shareholders|35-14-744. Dismissal

  35-14-744. Dismissal. (1) A derivative proceeding must be dismissed by the court on motion by the corporation if one of the groups specified in subsection (2) or (5) has determined in good faith, after conducting a reasonable inquiry on which its conclusions are based, that the maintenance of the derivative proceeding is not in the best interests of the corporation.   (2) Unless a panel is appointed pursuant to subsection (5), the determination in subsection (1) must be made by:   (a) a majority vote of qualified directors present at a meeting of the board of directors if the qualified directors constitute a quorum; or   (b) a majority vote of a committee consisting of two or more qualified directors appointed by majority vote of qualified directors present at a meeting of the board of directors, regardless of whether those qualified directors constitute a quorum.   (3) If a derivative proceeding is commenced after a determination has been made rejecting a demand by a shareholder, the complaint must allege with particularity facts establishing either:   (a) that a majority of the board of directors did not consist of qualified directors at the time the determination was made; or   (b) that the requirements of subsection (1) have not been met.   (4) If a majority of the board of directors consisted of qualified directors at the time the determination was made, the plaintiff has the burden of proving that the requirements of subsection (1) have not been met. If not, the corporation has the burden of proving that the requirements of subsection (1) have been met.   (5) Upon motion by the corporation, the court may appoint a panel of one or more individuals to make a determination whether the maintenance of the derivative proceeding is in the best interests of the corporation. In that case, the plaintiff has the burden of proving that the requirements of subsection (1) have not been met.   History: En. Sec. 87, Ch. 271, L. 2019.
MT Code § 35-14-745 (2021)
2021 Montana Code Annotated|Title 35. Corporations, Partnerships, and Associations|Chapter 14. Montana Business Corporation Act|Part 7. Shareholders|35-14-745. Discontinuance -- settlement

  35-14-745. Discontinuance -- settlement. A derivative proceeding may not be discontinued or settled without the court's approval. If the court determines that a proposed discontinuance or settlement will substantially affect the interests of the corporation's shareholders or a class or series of shareholders, the court shall direct that notice be given to the shareholders affected.   History: En. Sec. 88, Ch. 271, L. 2019.
MT Code § 35-14-746 (2021)
2021 Montana Code Annotated|Title 35. Corporations, Partnerships, and Associations|Chapter 14. Montana Business Corporation Act|Part 7. Shareholders|35-14-746. Payment of expenses

  35-14-746. Payment of expenses. On termination of the derivative proceeding, the court may:   (1) order the corporation to pay the plaintiff's expenses incurred in the proceeding if it finds that the proceeding has resulted in a substantial benefit to the corporation;   (2) order the plaintiff to pay any defendant's expenses incurred in defending the proceeding if it finds that the proceeding was commenced or maintained without reasonable cause or for an improper purpose; or   (3) order a party to pay an opposing party's expenses incurred because of the filing of a pleading, motion, or other paper if it finds that the pleading, motion, or other paper:   (a) was not well grounded in fact after reasonable inquiry or warranted by existing law or a good faith argument for the extension, modification, or reversal of existing law; or   (b) was interposed for an improper purpose, including to harass or to cause unnecessary delay or needless increase in the cost of litigation.   History: En. Sec. 89, Ch. 271, L. 2019.
MT Code § 35-14-747 (2021)
2021 Montana Code Annotated|Title 35. Corporations, Partnerships, and Associations|Chapter 14. Montana Business Corporation Act|Part 7. Shareholders|35-14-747. Applicability to foreign corporations

  35-14-747. Applicability to foreign corporations. In any derivative proceeding in the right of a foreign corporation, the matters covered by 35-14-740 through 35-14-747 are governed by the laws of the jurisdiction of incorporation of the foreign corporation except 35-14-743, 35-14-745, and 35-14-746.   History: En. Sec. 90, Ch. 271, L. 2019.
MT Code § 35-14-748 (2021)
2021 Montana Code Annotated|Title 35. Corporations, Partnerships, and Associations|Chapter 14. Montana Business Corporation Act|Part 7. Shareholders|35-14-748. Shareholder action to appoint custodian or receiver

  35-14-748. Shareholder action to appoint custodian or receiver. (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 appoint one or more persons to be custodians, or, if the corporation is insolvent, to be receivers of and for a corporation in a proceeding by a shareholder in which it is established that:   (a) the directors are deadlocked in the management of the corporate affairs, the shareholders are unable to break the deadlock, and irreparable injury to the corporation is threatened or being suffered; or   (b) the directors or those in control of the corporation are acting fraudulently and irreparable injury to the corporation is threatened or being suffered.   (2) The court:   (a) may issue injunctions, appoint a temporary custodian or temporary receiver with all the powers and duties the court directs, take other action to preserve the corporate assets, wherever located, and carry on the business of the corporation until a full hearing is held;   (b) shall hold a full hearing, after notifying all parties to the proceeding and any interested persons designated by the court, before appointing a custodian or receiver; and   (c) has jurisdiction over the corporation and all of its property, wherever located.   (3) The court may appoint an individual, a domestic corporation, or a foreign corporation registered to do business in this state as a custodian or receiver and may require the custodian or receiver to post bond, with or without sureties, in an amount the court directs.   (4) The court shall describe the powers and duties of the custodian or receiver in its appointing order, which may be amended from time to time. Among other powers:   (a) a custodian may exercise all of the powers of the corporation, through or in place of its board of directors, to the extent necessary to manage the business and affairs of the corporation; and   (b) a receiver:   (i) may dispose of all or any part of the assets of the corporation, wherever located, at a public or private sale if authorized by the court; and   (ii) may sue and defend in the receiver's own name as receiver in all courts of this state.   (5) The court during a custodianship may redesignate the custodian a receiver, and during a receivership may redesignate the receiver a custodian, if doing so is in the best interests of the corporation.   (6) The court from time to time during the custodianship or receivership may order compensation to be paid and expense disbursements or reimbursements to be made to the custodian or receiver from the assets of the corporation or proceeds from the sale of its assets.   (7) In this section, "shareholder" means a record shareholder, a beneficial shareholder, and an unrestricted voting trust beneficial owner.   History: En. Sec. 91, Ch. 271, L. 2019.
MT Code § 35-14-801 (2021)
2021 Montana Code Annotated|Title 35. Corporations, Partnerships, and Associations|Chapter 14. Montana Business Corporation Act|Part 8. Directors and Officers|35-14-801. Board of directors -- requirements -- functions

  35-14-801. Board of directors -- requirements -- functions. (1) Except as may be provided in an agreement authorized under 35-14-732, each corporation must have a board of directors.   (2) Except as may be provided in an agreement authorized under 35-14-732 and subject to any limitation in the articles of incorporation permitted by 35-14-202(2), all corporate powers must be exercised by or under the authority of the board of directors, and the business and affairs of the corporation must be managed by or under the direction of and subject to the oversight of the board of directors.   History: En. Sec. 93, Ch. 271, L. 2019.
MT Code § 35-14-802 (2021)
2021 Montana Code Annotated|Title 35. Corporations, Partnerships, and Associations|Chapter 14. Montana Business Corporation Act|Part 8. Directors and Officers|35-14-802. Qualifications of directors

  35-14-802. Qualifications of directors. (1) The articles of incorporation or bylaws may prescribe qualifications for directors or for nominees for directors. Qualifications must be reasonable as applied to the corporation and must be lawful.   (2) A requirement that is based on a past, prospective, or current action or expression of opinion by a nominee or director that could limit the ability of a nominee or director to discharge the duties of a director is not a permissible qualification under this section. However, qualifications may include not being or having been subject to specified criminal, civil, or regulatory sanctions or not having been removed as a director by judicial action or for cause.   (3) A director need not be a resident of this state or a shareholder unless the articles of incorporation or bylaws prescribe those requirements.   (4) A qualification for nomination for director prescribed before a person's nomination applies to the person at the time of nomination. A qualification for nomination for director prescribed after a person's nomination does not apply to the person with respect to the nomination.   (5) A qualification for director prescribed before a director has been elected or appointed applies only at the time an individual becomes a director or during a director's term. A qualification prescribed after a director has been elected or appointed does not apply to that director before the end of that director's term.   History: En. Sec. 94, Ch. 271, L. 2019.
MT Code § 35-14-803 (2021)
2021 Montana Code Annotated|Title 35. Corporations, Partnerships, and Associations|Chapter 14. Montana Business Corporation Act|Part 8. Directors and Officers|35-14-803. Directors -- number -- election

  35-14-803. Directors -- number -- election. (1) A board of directors must consist of one or more individuals, with the number specified in or fixed in accordance with the articles of incorporation or bylaws.   (2) The number of directors may be increased or decreased from time to time by amendment to or in the manner provided in the articles of incorporation or bylaws.   (3) Directors are elected at the first annual shareholders' meeting and at each annual shareholders' meeting thereafter unless elected by written consent in lieu of an annual meeting as permitted by 35-14-704 or unless their terms are staggered under 35-14-806.   History: En. Sec. 95, Ch. 271, L. 2019.
MT Code § 35-14-804 (2021)
2021 Montana Code Annotated|Title 35. Corporations, Partnerships, and Associations|Chapter 14. Montana Business Corporation Act|Part 8. Directors and Officers|35-14-804. Election of directors -- certain classes or series of shares

  35-14-804. Election of directors -- certain classes or series of shares. If the articles of incorporation or action by the board of directors pursuant to 35-14-602 authorizes dividing the shares into classes or series, the articles of incorporation may also authorize the election of all or a specified number of directors by the holders of one or more authorized classes or series of shares. A class or series or multiple classes or series of shares entitled to elect one or more directors constitute a separate voting group for purposes of the election of directors.   History: En. Sec. 96, Ch. 271, L. 2019.
MT Code § 35-14-805 (2021)
2021 Montana Code Annotated|Title 35. Corporations, Partnerships, and Associations|Chapter 14. Montana Business Corporation Act|Part 8. Directors and Officers|35-14-805. Terms of directors generally

  35-14-805. Terms of directors generally. (1) The terms of the initial directors of a corporation expire at the first shareholders' meeting at which directors are elected.   (2) The terms of all other directors expire at the next or, if their terms are staggered in accordance with 35-14-806, at the applicable second or third annual shareholders' meeting following their election, except to the extent:   (a) provided in 35-14-1022 if a bylaw electing to be governed by that section is in effect; or   (b) a shorter term is specified in the articles of incorporation in the event of a director nominee failing to receive a specified vote for election.   (3) A decrease in the number of directors does not shorten an incumbent director's term.   (4) The term of a director elected to fill a vacancy expires at the next shareholders' meeting at which directors are elected unless the bylaws state that a director elected or appointed to fill a vacancy is elected or appointed for the unexpired term of the director's predecessor in office.   (5) Except to the extent otherwise provided in the articles of incorporation or under 35-14-1022 if a bylaw electing to be governed by that section is in effect, despite the expiration of a director's term, the director continues to serve until the director's successor is elected and qualifies or there is a decrease in the number of directors.   History: En. Sec. 97, Ch. 271, L. 2019.
MT Code § 35-14-806 (2021)
2021 Montana Code Annotated|Title 35. Corporations, Partnerships, and Associations|Chapter 14. Montana Business Corporation Act|Part 8. Directors and Officers|35-14-806. Staggered terms for directors

  35-14-806. Staggered terms for directors. The articles of incorporation may provide for staggering the terms of directors by dividing the total number of directors into two or three groups, with each group containing half or one-third of the total, as near as may be practicable. In that event, the terms of directors in the first group expire at the first annual shareholders' meeting after their election, the terms of the second group expire at the second annual shareholders' meeting after their election, and the terms of the third group, if any, expire at the third annual shareholders' meeting after their election. At each annual shareholders' meeting held subsequently, directors are elected for a term of 2 years or 3 years, as the case may be, to succeed those whose terms expire.   History: En. Sec. 98, Ch. 271, L. 2019.
MT Code § 35-14-807 (2021)
2021 Montana Code Annotated|Title 35. Corporations, Partnerships, and Associations|Chapter 14. Montana Business Corporation Act|Part 8. Directors and Officers|35-14-807. Resignation of directors

  35-14-807. Resignation of directors. (1) A director may resign at any time by delivering a written notice of resignation to the board of directors or its chair or to the secretary.   (2) A resignation is effective as provided in 35-14-141(9) unless the resignation provides for a delayed effectiveness, including effectiveness determined on a future event or events. A resignation that is conditioned on failing to receive a specified vote for election as a director may provide that it is irrevocable.   History: En. Sec. 99, Ch. 271, L. 2019.
MT Code § 35-14-808 (2021)
2021 Montana Code Annotated|Title 35. Corporations, Partnerships, and Associations|Chapter 14. Montana Business Corporation Act|Part 8. Directors and Officers|35-14-808. Removal of directors by shareholders

  35-14-808. Removal of directors by shareholders. (1) The shareholders may remove one or more directors with or without cause unless the articles of incorporation provide that directors may be removed only for cause.   (2) If a director is elected by a voting group of shareholders, only the shareholders of that voting group may participate in the vote to remove that director.   (3) A director may be removed if the number of votes cast to remove exceeds the number of votes cast not to remove the director, except to the extent the articles of incorporation or bylaws require a greater number. However, if cumulative voting is authorized, a director may not be removed if, in the case of a meeting, the number of votes sufficient to elect the director under cumulative voting is cast against removal and, if action is taken by less than unanimous written consent, voting shareholders entitled to the number of votes sufficient to elect the director under cumulative voting do not consent to the removal.   (4) A director may be removed by the shareholders only at a meeting called for the purpose of removing the director, and the meeting notice must state that removal of the director is the purpose of the meeting.   History: En. Sec. 100, Ch. 271, L. 2019.
MT Code § 35-14-809 (2021)
2021 Montana Code Annotated|Title 35. Corporations, Partnerships, and Associations|Chapter 14. Montana Business Corporation Act|Part 8. Directors and Officers|35-14-809. Removal of directors by judicial proceeding

  35-14-809. Removal of directors by judicial proceeding. (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 remove a director from office or may order other relief, including barring the director from reelection for a period prescribed by the court, in a proceeding commenced by or in the right of the corporation if the court finds that:   (a) the director engaged in fraudulent conduct with respect to the corporation or its shareholders, grossly abused the position of director, or intentionally inflicted harm on the corporation; and   (b) considering the director's course of conduct and the inadequacy of other available remedies, removal or other relief would be in the best interests of the corporation.   (2) A shareholder proceeding on behalf of the corporation under subsection (1) of this section must comply with all of the requirements of 35-14-740 through 35-14-747 except 35-14-741(1).   History: En. Sec. 101, Ch. 271, L. 2019.
MT Code § 35-14-810 (2021)
2021 Montana Code Annotated|Title 35. Corporations, Partnerships, and Associations|Chapter 14. Montana Business Corporation Act|Part 8. Directors and Officers|35-14-810. Vacancy -- board of directors

  35-14-810. Vacancy -- board of directors. (1) Unless the articles of incorporation provide otherwise, if a vacancy occurs on a board of directors, including a vacancy resulting from an increase in the number of directors:   (a) the shareholders may fill the vacancy;   (b) the board of directors may fill the vacancy; or   (c) if the directors remaining in office are less than a quorum, they may fill the vacancy by the affirmative vote of a majority of all the directors remaining in office.   (2) If the vacant office was held by a director elected by a voting group of shareholders, only the holders of shares of that voting group are entitled to vote to fill the vacancy if it is filled by the shareholders, and only the remaining directors elected by that voting group, even if less than a quorum, are entitled to fill the vacancy if it is filled by the directors.   (3) A vacancy that will occur at a specific later date, by reason of a resignation effective at a later date under 35-14-807(2) or otherwise, may be filled before the vacancy occurs, but the new director may not take office until the vacancy occurs.   History: En. Sec. 102, Ch. 271, L. 2019.
MT Code § 35-14-811 (2021)
2021 Montana Code Annotated|Title 35. Corporations, Partnerships, and Associations|Chapter 14. Montana Business Corporation Act|Part 8. Directors and Officers|35-14-811. Compensation of directors

  35-14-811. Compensation of directors. Unless the articles of incorporation or bylaws provide otherwise, the board of directors may fix the compensation of directors.   History: En. Sec. 103, Ch. 271, L. 2019.
MT Code § 35-14-812 (2021)
2021 Montana Code Annotated|Title 35. Corporations, Partnerships, and Associations|Chapter 14. Montana Business Corporation Act|Part 8. Directors and Officers|35-14-812. through 35-14-819 reserved

  35-14-812 through 35-14-819 reserved.
MT Code § 35-14-820 (2021)
2021 Montana Code Annotated|Title 35. Corporations, Partnerships, and Associations|Chapter 14. Montana Business Corporation Act|Part 8. Directors and Officers|35-14-820. Meetings

  35-14-820. Meetings. (1) The board of directors may hold regular or special meetings in or out of this state.   (2) Unless restricted by the articles of incorporation or bylaws, any or all directors may participate in any meeting of the board of directors 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.   (3) If requested by a director, minutes of any regular or special meeting must be prepared and be distributed to each director.   History: En. Sec. 104, Ch. 271, L. 2019.
MT Code § 35-14-821 (2021)
2021 Montana Code Annotated|Title 35. Corporations, Partnerships, and Associations|Chapter 14. Montana Business Corporation Act|Part 8. Directors and Officers|35-14-821. Action without meeting

  35-14-821. Action without meeting. (1) Except to the extent that the articles of incorporation or bylaws require that action by the board of directors be taken at a meeting, action required or permitted by this chapter to be taken by the board of directors may be taken without a meeting if each director signs a consent describing the action to be taken and delivers it to the corporation.   (2) Action taken under this section is the act of the board of directors when one or more consents signed by all the directors are delivered to the corporation. The consent may specify a later time as the time at which the action taken is to be effective. A director's consent may be withdrawn by a revocation signed by the director and delivered to the corporation before delivery to the corporation of unrevoked written consents signed by all the directors.   (3) A consent signed under this section has the effect of action taken at a meeting of the board of directors and may be described in that manner in any document.   History: En. Sec. 105, Ch. 271, L. 2019.
MT Code § 35-14-822 (2021)
2021 Montana Code Annotated|Title 35. Corporations, Partnerships, and Associations|Chapter 14. Montana Business Corporation Act|Part 8. Directors and Officers|35-14-822. Notice of meeting

  35-14-822. Notice of meeting. (1) Unless the articles of incorporation or bylaws provide otherwise, regular meetings of the board of directors may be held without notice of the date, time, place, or purpose of the meeting.   (2) Unless the articles of incorporation or bylaws provide for a longer or shorter period, special meetings of the board of directors must be preceded by at least 2 days' notice of the date, time, and place of the meeting. The notice need not describe the purpose of the special meeting unless required by the articles of incorporation or bylaws.   History: En. Sec. 106, Ch. 271, L. 2019.