reglab/statecodes huggingface dataset:
2023 Montana Code Annotated › Title 35. Corporations, Partnerships, and Associations › Chapter 2. Nonprofit Corporations › Part 4. Directors and Officers -- Indemnification › 35-2-448. Mandatory indemnification

35-2-448. Mandatory indemnification.
Unless limited by its articles of incorporation, 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 individual is or was a director of the corporation, against reasonable expenses actually incurred by the director in connection with the proceeding.
History: En. Sec. 103, Ch. 411, L. 1991; amd. Sec. 1282, Ch. 56, L. 2009.
2023 Montana Code Annotated › Title 35. Corporations, Partnerships, and Associations › Chapter 2. Nonprofit Corporations › Part 4. Directors and Officers -- Indemnification › 35-2-449. Advance for expenses

35-2-449. Advance for expenses.
(1) A corporation may pay for or reimburse the reasonable expenses incurred by a director who is a party to a proceeding in advance of final disposition of the proceeding if:
(a) the director furnishes the corporation with a written affirmation of the director's good faith belief that the director has met the standard of conduct described in 35-2-447;
(b) the director furnishes the corporation with a written undertaking, executed personally or on the director's behalf, to repay the advance if it is ultimately determined that the director did not meet the standard of conduct; and
(c) a determination is made that the facts then known to those making the determination would not preclude indemnification under 35-2-446 through 35-2-454.
(2) The undertaking required by subsection (1)(b) must be an unlimited general obligation of the director but need not be secured and may be accepted without reference to financial ability to make repayment.
(3) Determinations and authorizations of payments under this section must be made in the manner specified in 35-2-451.
History: En. Sec. 104, Ch. 411, L. 1991; amd. Sec. 1283, Ch. 56, L. 2009.
2023 Montana Code Annotated › Title 35. Corporations, Partnerships, and Associations › Chapter 2. Nonprofit Corporations › Part 4. Directors and Officers -- Indemnification › 35-2-450. Court-ordered indemnification

35-2-450. Court-ordered indemnification.
Unless limited by a corporation's articles of incorporation, a director of the corporation 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 the court considers necessary, may order indemnification in the amount it considers proper if it determines that the director:
(1) is entitled to mandatory indemnification under 35-2-448, in which case the court shall also order the corporation to pay the director's reasonable expenses incurred to obtain court-ordered indemnification; or
(2) is fairly and reasonably entitled to indemnification in view of all the relevant circumstances, whether or not the director met the standard of conduct set forth in 35-2-447(1) or was adjudged liable as described in 35-2-447(4). If the director was adjudged liable, indemnification is limited to reasonable expenses incurred.
History: En. Sec. 105, Ch. 411, L. 1991.
2023 Montana Code Annotated › Title 35. Corporations, Partnerships, and Associations › Chapter 2. Nonprofit Corporations › Part 4. Directors and Officers -- Indemnification › 35-2-451. Determination and authorization of indemnification

35-2-451. Determination and authorization of indemnification.
(1) A corporation may not indemnify a director under 35-2-447 unless it is authorized in the specific case after a determination has been made that indemnification of the director is permissible in the circumstances because the director has met the standard of conduct set forth in 35-2-447.
(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 consisting solely of two or more directors not at the time parties to the proceeding;
(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 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, in which selected directors who are parties may participate; or
(d) by the members of a mutual benefit corporation. However, directors who are at the time parties to the proceeding may not vote 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.
(4) A director of a public benefit corporation may not be indemnified until 20 days after the effective date of written notice to the attorney general of the proposed indemnification.
History: En. Sec. 106, Ch. 411, L. 1991.
2023 Montana Code Annotated › Title 35. Corporations, Partnerships, and Associations › Chapter 2. Nonprofit Corporations › Part 4. Directors and Officers -- Indemnification › 35-2-452. Indemnification of officers, employees, and agents

35-2-452. Indemnification of officers, employees, and agents.
Unless limited by a corporation's articles of incorporation:
(1) an officer of the corporation who is not a director is entitled to mandatory indemnification under 35-2-448 and is entitled to apply for court-ordered indemnification under 35-2-450 to the same extent as a director;
(2) the corporation may indemnify and advance expenses under 35-2-446 through 35-2-454 to an officer, employee, or agent of the corporation who is not a director to the same extent as to a director; and
(3) a corporation may also indemnify and advance expenses to an officer, employee, or agent who is not a director to the extent, consistent with public policy, that may be provided by its articles of incorporation, bylaws, general or specific action of its board of directors, or contract.
History: En. Sec. 107, Ch. 411, L. 1991.
2023 Montana Code Annotated › Title 35. Corporations, Partnerships, and Associations › Chapter 2. Nonprofit Corporations › Part 4. Directors and Officers -- Indemnification › 35-2-453. Insurance

35-2-453. Insurance.
A corporation may purchase and maintain insurance on behalf of an individual who is or was a director, officer, employee, or agent of the corporation or who, while a director, officer, employee, or agent of the corporation, is or was serving at the request of the corporation 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 against liability asserted against or incurred by the individual in that capacity or arising from the individual's status as a director, officer, employee, or agent, whether or not the corporation would have power to indemnify the individual against the same liability under 35-2-447 or 35-2-448.
History: En. Sec. 108, Ch. 411, L. 1991; amd. Sec. 1284, Ch. 56, L. 2009.
2023 Montana Code Annotated › Title 35. Corporations, Partnerships, and Associations › Chapter 2. Nonprofit Corporations › Part 4. Directors and Officers -- Indemnification › 35-2-454. Application

35-2-454. Application.
(1) A provision treating a corporation's indemnification of or advance for expenses to directors that is contained in its articles of incorporation, its bylaws, a resolution of its members or board of directors, a contract, or other instrument is valid only if and to the extent the provision is consistent with 35-2-446 through 35-2-454. If articles of incorporation limit indemnification or advance for expenses, indemnification and advance for expenses are valid only to the extent consistent with the articles.
(2) Sections 35-2-446 through 35-2-454 do not limit a corporation's power to pay or reimburse expenses incurred by a director in connection with appearing as a witness in a proceeding at a time when the director has not been made a named defendant or respondent to the proceeding.
History: En. Sec. 109, Ch. 411, L. 1991.
2023 Montana Code Annotated › Title 35. Corporations, Partnerships, and Associations › Chapter 2. Nonprofit Corporations › Part 5. Members -- Delegates -- Voting › 35-2-501. Repealed

35-2-501. Repealed.
Sec. 174, Ch. 411, L. 1991.
History: En. Sec. 11, Ch. 198, L. 1967; R.C.M. 1947, 15-2311(part).
2023 Montana Code Annotated › Title 35. Corporations, Partnerships, and Associations › Chapter 2. Nonprofit Corporations › Part 5. Members -- Delegates -- Voting › 35-2-502. Repealed

35-2-502. Repealed.
Sec. 174, Ch. 411, L. 1991.
History: En. Sec. 13, Ch. 198, L. 1967; R.C.M. 1947, 15-2313.
2023 Montana Code Annotated › Title 35. Corporations, Partnerships, and Associations › Chapter 2. Nonprofit Corporations › Part 5. Members -- Delegates -- Voting › 35-2-503. Repealed

35-2-503. Repealed.
Sec. 174, Ch. 411, L. 1991.
History: En. Sec. 14, Ch. 198, L. 1967; R.C.M. 1947, 15-2314.
2023 Montana Code Annotated › Title 35. Corporations, Partnerships, and Associations › Chapter 2. Nonprofit Corporations › Part 5. Members -- Delegates -- Voting › 35-2-504. Repealed

35-2-504. Repealed.
Sec. 174, Ch. 411, L. 1991.
History: En. Sec. 16, Ch. 198, L. 1967; R.C.M. 1947, 15-2316.
2023 Montana Code Annotated › Title 35. Corporations, Partnerships, and Associations › Chapter 2. Nonprofit Corporations › Part 5. Members -- Delegates -- Voting › 35-2-505. Repealed

35-2-505. Repealed.
Sec. 174, Ch. 411, L. 1991.
History: En. Sec. 91, Ch. 198, L. 1967; R.C.M. 1947, 15-2391(part).
2023 Montana Code Annotated › Title 35. Corporations, Partnerships, and Associations › Chapter 2. Nonprofit Corporations › Part 5. Members -- Delegates -- Voting › 35-2-506. Repealed

35-2-506. Repealed.
Sec. 174, Ch. 411, L. 1991.
History: En. Sec. 93, Ch. 198, L. 1967; R.C.M. 1947, 15-2393(part).
2023 Montana Code Annotated › Title 35. Corporations, Partnerships, and Associations › Chapter 2. Nonprofit Corporations › Part 5. Members -- Delegates -- Voting › 35-2-507. Repealed

35-2-507. Repealed.
Sec. 174, Ch. 411, L. 1991.
History: En. Sec. 15, Ch. 198, L. 1967; R.C.M. 1947, 15-2315(part); amd. Sec. 6, Ch. 202, L. 1979.
2023 Montana Code Annotated › Title 35. Corporations, Partnerships, and Associations › Chapter 2. Nonprofit Corporations › Part 5. Members -- Delegates -- Voting › 35-2-508. Repealed

35-2-508. Repealed.
Sec. 174, Ch. 411, L. 1991.
History: En. Sec. 15, Ch. 198, L. 1967; R.C.M. 1947, 15-2315(part).
2023 Montana Code Annotated › Title 35. Corporations, Partnerships, and Associations › Chapter 2. Nonprofit Corporations › Part 5. Members -- Delegates -- Voting › 35-2-509. Repealed

35-2-509. Repealed.
Sec. 174, Ch. 411, L. 1991.
History: En. Sec. 25, Ch. 198, L. 1967; R.C.M. 1947, 15-2325.
2023 Montana Code Annotated › Title 35. Corporations, Partnerships, and Associations › Chapter 2. Nonprofit Corporations › Part 5. Members -- Delegates -- Voting › 35-2-510. Admission

35-2-510. Admission.
(1) The articles or bylaws may establish criteria or procedures for admission of members.
(2) A person may not be admitted as a member without the person's consent.
History: En. Sec. 39, Ch. 411, L. 1991; amd. Sec. 1285, Ch. 56, L. 2009.
2023 Montana Code Annotated › Title 35. Corporations, Partnerships, and Associations › Chapter 2. Nonprofit Corporations › Part 5. Members -- Delegates -- Voting › 35-2-511. Consideration

35-2-511. Consideration.
Except as provided in its articles or bylaws, a corporation may admit members for no consideration or for consideration determined by the board.
History: En. Sec. 40, Ch. 411, L. 1991.
2023 Montana Code Annotated › Title 35. Corporations, Partnerships, and Associations › Chapter 2. Nonprofit Corporations › Part 5. Members -- Delegates -- Voting › 35-2-513. Differences in rights and obligations of members

35-2-513. Differences in rights and obligations of members.
All members have the same rights and obligations with respect to voting, dissolution, redemption, and transfer unless the articles or bylaws establish classes of membership with different rights or obligations. All members have the same rights and obligations with respect to any other matters, except as set forth in or authorized by the articles or bylaws.
History: En. Sec. 42, Ch. 411, L. 1991.
2023 Montana Code Annotated › Title 35. Corporations, Partnerships, and Associations › Chapter 2. Nonprofit Corporations › Part 5. Members -- Delegates -- Voting › 35-2-514. Transfers

35-2-514. Transfers.
(1) Except as set forth in or authorized by the articles or bylaws, a member of a mutual benefit corporation may not transfer a membership or any right arising from a membership.
(2) A member of a public benefit or religious corporation may not transfer a membership or any right arising from a membership.
(3) When transfer rights have been provided, a restriction on them is not binding on a member holding a membership issued prior to the adoption of the restriction unless the restriction is approved by the members and the affected member.
History: En. Sec. 43, Ch. 411, L. 1991.
2023 Montana Code Annotated › Title 35. Corporations, Partnerships, and Associations › Chapter 2. Nonprofit Corporations › Part 5. Members -- Delegates -- Voting › 35-2-516. Member's liability to third parties

35-2-516. Member's liability to third parties.
A member of a corporation is not, as a member, personally liable for the acts, debts, liabilities, or obligations of the corporation.
History: En. Sec. 44, Ch. 411, L. 1991.
2023 Montana Code Annotated › Title 35. Corporations, Partnerships, and Associations › Chapter 2. Nonprofit Corporations › Part 5. Members -- Delegates -- Voting › 35-2-517. Member's liability for dues, assessments, and fees

35-2-517. Member's liability for dues, assessments, and fees.
A member may become liable to the corporation for dues, assessments, or fees. However, an article or bylaw provision or a resolution adopted by the board authorizing or imposing dues, assessments, or fees does not, of itself, create liability.
History: En. Sec. 45, Ch. 411, L. 1991.
2023 Montana Code Annotated › Title 35. Corporations, Partnerships, and Associations › Chapter 2. Nonprofit Corporations › Part 5. Members -- Delegates -- Voting › 35-2-518. Creditor's action against member

35-2-518. Creditor's action against member.
(1) A proceeding may not be brought by a creditor to reach the liability, if any, of a member to the corporation unless final judgment has been rendered in favor of the creditor against the corporation and execution has been returned unsatisfied in whole or in part or unless further proceeding would be useless.
(2) All creditors of the corporation, with or without reducing their claims to judgment, may intervene in any creditor's proceeding brought under subsection (1) to reach and apply unpaid amounts due the corporation. Any or all members who owe amounts to the corporation may be joined in the proceeding.
History: En. Sec. 46, Ch. 411, L. 1991.
2023 Montana Code Annotated › Title 35. Corporations, Partnerships, and Associations › Chapter 2. Nonprofit Corporations › Part 5. Members -- Delegates -- Voting › 35-2-519. Resignation

35-2-519. Resignation.
(1) A member may resign at any time.
(2) The resignation of a member does not relieve the member from any obligations the member may have to the corporation as a result of obligations incurred or commitments made prior to resignation.
History: En. Sec. 47, Ch. 411, L. 1991.
2023 Montana Code Annotated › Title 35. Corporations, Partnerships, and Associations › Chapter 2. Nonprofit Corporations › Part 5. Members -- Delegates -- Voting › 35-2-520. Termination, expulsion, and suspension

35-2-520. Termination, expulsion, and suspension.
(1) A member of a public benefit corporation or mutual benefit corporation may not be expelled or suspended and membership in these corporations may not be terminated or suspended except pursuant to a procedure that is fair and reasonable and is carried out in good faith.
(2) A procedure is fair and reasonable when either:
(a) the articles or bylaws set forth a procedure that provides:
(i) not less than 15 days' prior written notice of the expulsion, suspension, or termination and the reasons for it; and
(ii) an opportunity for the member to be heard, orally or in writing, not less than 5 days before the effective date of the expulsion, suspension, or termination by a person or persons authorized to decide that the proposed expulsion, termination, or suspension not take place; or
(b) it takes into consideration all relevant facts and circumstances.
(3) (a) Except as provided in subsection (3)(b), a written notice given by mail must be given by first-class or certified mail sent to the last address of the member shown on the corporation's records.
(b) Written notice may be given to any authenticated electronic identification as shown on the corporation's records.
(4) A proceeding that challenges an expulsion, suspension, or termination, including a proceeding in which defective notice is alleged, must be commenced within 1 year after the effective date of the expulsion, suspension, or termination.
(5) A member who has been expelled or suspended may be liable to the corporation for dues, assessments, or fees as a result of obligations incurred or commitments made prior to the expulsion or suspension.
History: En. Sec. 48, Ch. 411, L. 1991; amd. Sec. 5, Ch. 190, L. 2013.
2023 Montana Code Annotated › Title 35. Corporations, Partnerships, and Associations › Chapter 2. Nonprofit Corporations › Part 5. Members -- Delegates -- Voting › 35-2-522. Purchase of memberships

35-2-522. Purchase of memberships.
(1) A public benefit corporation or religious corporation may not purchase any of its memberships or any right arising from membership.
(2) A mutual benefit corporation may purchase the membership of a member who resigns or whose membership is terminated for the amount and pursuant to the conditions set forth in or authorized by its articles or bylaws. A payment may not be made in violation of 35-2-1401 and 35-2-1402.
History: En. Sec. 49, Ch. 411, L. 1991.
2023 Montana Code Annotated › Title 35. Corporations, Partnerships, and Associations › Chapter 2. Nonprofit Corporations › Part 5. Members -- Delegates -- Voting › 35-2-524. Delegates

35-2-524. Delegates.
(1) A corporation may provide in its articles or bylaws for delegates who have some or all of the authority of members.
(2) The articles or bylaws may set forth provisions relating to:
(a) the characteristics, qualifications, rights, limitations, and obligations of delegates including their selection and removal;
(b) calling, noticing, holding, and conducting meetings of delegates; and
(c) carrying on corporate activities during and between meetings of delegates.
History: En. Sec. 57, Ch. 411, L. 1991.
2023 Montana Code Annotated › Title 35. Corporations, Partnerships, and Associations › Chapter 2. Nonprofit Corporations › Part 5. Members -- Delegates -- Voting › 35-2-525. Homeowners association -- remote meetings

35-2-525. Homeowners association -- remote meetings.
(1) Unless the terms of the articles of incorporation or bylaws provide otherwise, a homeowners' association or an association of unit owners may hold a meeting by remote means.
(2) For the purposes of this section, the following definitions apply:
(a) "Association of unit owners" has the meaning provided in 70-23-102, except that the unit owners do not have to have submitted their property to the provisions of Title 70, chapter 23, and the association is organized under the provisions of Title 35, chapter 2.
(b) "Homeowners' association" means a corporation organized under the provisions of Title 35, chapter 2, that is responsible for the operation of a community or a mobile home subdivision in which:
(i) the voting membership is made up of parcel owners or their agents, or a combination of parcel owners and their agents;
(ii) membership is a mandatory condition of parcel ownership; and
(iii) the corporation is authorized to impose assessments that, if unpaid, may become a lien on the parcel.
(c) "Remote means" includes telephone audio, teleconference, or videoconference.
History: En. Sec. 1, Ch. 185, L. 2021.
2023 Montana Code Annotated › Title 35. Corporations, Partnerships, and Associations › Chapter 2. Nonprofit Corporations › Part 5. Members -- Delegates -- Voting › 35-2-526. Annual and regular meetings

35-2-526. Annual and regular meetings.
(1) A corporation with members shall hold a membership meeting annually at a time stated in or fixed in accordance with the bylaws.
(2) A corporation with members may hold regular membership meetings at the times stated in or fixed in accordance with the bylaws.
(3) Annual and regular membership meetings may be held in the state or out of the state, at the place stated in or fixed in accordance with the bylaws. If a place is not stated in or fixed in accordance with the bylaws, annual and regular meetings must be held at the corporation's principal office. Except as provided in 35-2-525, to the extent authorized in the articles or bylaws, the board may determine that an annual meeting of members will be held solely by means of remote communication.
(4) At the annual meeting:
(a) the president and chief financial officer shall report on the activities and financial condition of the corporation; and
(b) the members shall consider and act upon other matters that are raised consistent with the notice and voting requirements of 35-2-530 and 35-2-538(2).
(5) At regular meetings, the members shall consider and act upon matters raised consistent with the notice and voting requirements of 35-2-530 and 35-2-538(2).
(6) The failure to hold an annual or regular meeting at a time stated in or fixed in accordance with a corporation's bylaws does not affect the validity of any corporate action.
(7) Except as provided in 35-2-525, if permitted by the bylaws, members may participate in a meeting of the members by means of a conference telephone call or similar remote communication. Unless otherwise provided in the articles or bylaws, participation in this manner constitutes presence in person at a meeting.
History: En. Sec. 58, Ch. 411, L. 1991; amd. Sec. 6, Ch. 190, L. 2013; amd. Sec. 2, Ch. 185, L. 2021.
2023 Montana Code Annotated › Title 35. Corporations, Partnerships, and Associations › Chapter 2. Nonprofit Corporations › Part 5. Members -- Delegates -- Voting › 35-2-527. Special meeting

35-2-527. Special meeting.
(1) A corporation with members shall hold a special meeting of members:
(a) on the call of its board or of the person authorized to do so by the articles or bylaws; or
(b) except as provided in the articles or bylaws of a religious corporation, if the holders of at least 5% of the voting power of any corporation sign, date, and deliver to any corporate officer one or more written demands for the meeting that describe the purpose or purposes for which it is to be held.
(2) For purposes of determining whether the 5% requirement of subsection (1) has been met, the record date is at the close of business on the 30th day before delivery of the demand or demands for a special meeting to any corporate officer.
(3) If a notice for a special meeting demanded under subsection (1)(b) is not given pursuant to 35-2-530 within 30 days after the date the written demand is delivered to a corporate officer, regardless of the requirements of subsection (4), a person signing the demand or demands may set the time and place of the meeting and give notice pursuant to 35-2-530.
(4) Special meetings of members may be held in the state or out of the state, at the place stated in or fixed in accordance with the bylaws. If a place is not stated or fixed in accordance with the bylaws, special meetings must be held at the corporation's principal office. Member participation and presence at a special meeting must be the same as allowed under 35-2-526(7).
(5) Only those matters that are within the purpose or purposes described in the meeting notice required by 35-2-530 may be conducted at a special meeting of members.
History: En. Sec. 59, Ch. 411, L. 1991; amd. Sec. 7, Ch. 190, L. 2013.
2023 Montana Code Annotated › Title 35. Corporations, Partnerships, and Associations › Chapter 2. Nonprofit Corporations › Part 5. Members -- Delegates -- Voting › 35-2-528. Court-ordered meeting

35-2-528. Court-ordered meeting.
(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 this state, in Lewis and Clark County may summarily order a meeting to be held:
(a) on application of a member or other person entitled to participate in an annual or regular meeting and, in the case of a public benefit corporation, the attorney general, if an annual meeting was not held within the earlier of 6 months after the end of the corporation's fiscal year or 15 months after its last annual meeting;
(b) on application of a member or other person entitled to participate in a regular meeting and, in the case of a public benefit corporation, the attorney general, if a regular meeting is not held within 40 days after the date it was required to be held; or
(c) on application of a member who signed a demand for a special meeting valid under 35-2-527, a person entitled to call a special meeting and, in the case of a public benefit corporation, the attorney general, if:
(i) notice of the special meeting was not given within 30 days after the date the demand was delivered to a corporate officer; or
(ii) the special meeting was not held in accordance with the notice.
(2) The court may fix the time and place of the meeting, specify a record date for determining members entitled to notice of and to vote at the meeting, prescribe the form and content of the meeting notice, fix the quorum required for specific matters to be considered at the meeting or direct that the votes represented at the meeting constitute a quorum for action on those matters, and enter other orders necessary to accomplish the purpose or purposes of the meeting.
(3) If the court orders a meeting, it may also order the corporation to pay the member's costs, including reasonable attorney fees, incurred to obtain the order.
History: En. Sec. 60, Ch. 411, L. 1991; amd. Sec. 40, Ch. 240, L. 2007.
2023 Montana Code Annotated › Title 35. Corporations, Partnerships, and Associations › Chapter 2. Nonprofit Corporations › Part 5. Members -- Delegates -- Voting › 35-2-529. Action by written consent

35-2-529. Action by written consent.
(1) Unless limited or prohibited by the articles or bylaws, action required or permitted by this chapter to be approved by the members may be approved without a meeting of members if the action is approved by members holding at least 80% of the voting power. The action must be evidenced by one or more written consents that describe the action taken, be signed by those members representing at least 80% of the voting power, and be delivered to the corporation for inclusion in the minutes or filing with the corporate records.
(2) If not otherwise determined under 35-2-528 or 35-2-532, the record date for determining members entitled to take action without a meeting is the date the first member signs the consent under subsection (1).
(3) A consent signed under this section has the effect of a meeting vote and may be described as a vote in any document filed with the secretary of state.
(4) Written notice of member approval pursuant to this section must be given to all members who have not signed the written consent. If written notice is required, member approval pursuant to this section is effective 10 days after written notice is given.
History: En. Sec. 61, Ch. 411, L. 1991.
2023 Montana Code Annotated › Title 35. Corporations, Partnerships, and Associations › Chapter 2. Nonprofit Corporations › Part 5. Members -- Delegates -- Voting › 35-2-530. Notice of meeting

35-2-530. Notice of meeting.
(1) A corporation shall give notice consistent with its bylaws of meetings of members in a fair and reasonable manner.
(2) Any notice that conforms to the requirements of subsection (3) is fair and reasonable, but other means of giving notice may also be fair and reasonable when all the circumstances are considered. However, notice of matters referred to in subsection (3)(b) must be given as specified in subsection (3).
(3) Notice is fair and reasonable if:
(a) the corporation notifies its members of the place, date, and time of each annual, regular, and special meeting of members not less than 10 days before the meeting date or, if notice is mailed by certified mail, not less than 30 or more than 60 days before the meeting date;
(b) notice of an annual or regular meeting includes a description of any matter or matters that must be approved by the members under 35-2-223, 35-2-230, 35-2-418, 35-2-452, 35-2-611, 35-2-617, 35-2-720, or 35-2-721; and
(c) notice of a special meeting includes a description of the matter or matters for which the meeting is called.
(4) Unless the bylaws require otherwise, if an annual, regular, or special meeting of members is adjourned to a different date, time, or place, notice need not be given of the new date, time, or place, if the new date, time, or place is announced at the meeting before adjournment. If a new record date for the adjourned meeting is or must be fixed under 35-2-532, notice of the adjourned meeting must be given under this section to the members of record as of the new record date.
(5) When giving notice of an annual, regular, or special meeting of members, a corporation shall give notice of a matter a member intends to raise at the meeting if:
(a) requested in writing to do so by a person entitled to call a special meeting; and
(b) the request is received by the secretary or president of the corporation at least 10 days before the corporation gives notice of the meeting.
History: En. Sec. 62, Ch. 411, L. 1991.
2023 Montana Code Annotated › Title 35. Corporations, Partnerships, and Associations › Chapter 2. Nonprofit Corporations › Part 5. Members -- Delegates -- Voting › 35-2-531. Waiver of notice

35-2-531. Waiver of notice.
(1) A member may waive a notice required by this chapter, the articles, or bylaws before or after the date and time stated in the notice. The waiver must be in writing, be signed by the member entitled to the notice, and be delivered to the corporation for inclusion in the minutes or filing with the corporate records.
(2) A member's attendance at a meeting:
(a) waives objection to lack of notice or defective notice of the meeting unless the member, at the beginning of the meeting, objects to holding the meeting or transacting business at the meeting; and
(b) waives objection to consideration of a particular matter at the meeting that is not within the purpose or purposes described in the meeting notice unless the member objects to considering the matter when it is presented.
History: En. Sec. 63, Ch. 411, L. 1991.
2023 Montana Code Annotated › Title 35. Corporations, Partnerships, and Associations › Chapter 2. Nonprofit Corporations › Part 5. Members -- Delegates -- Voting › 35-2-532. Record date -- determining members entitled to notice and vote

35-2-532. Record date -- determining members entitled to notice and vote.
(1) The bylaws of a corporation may fix or provide the manner of fixing a date as the record date for determining the members entitled to notice of a members' meeting. If the bylaws do not fix or provide for fixing a record date, the board may fix a future date as the record date. If a record date is not fixed, members are entitled to notice of the meeting:
(a) at the close of business on the business day preceding the day on which notice is given; or
(b) if notice is waived, at the close of business on the business day preceding the day on which the meeting is held.
(2) The bylaws of a corporation may fix or provide the manner of fixing a date as the record date for determining the members entitled to vote at a members' meeting. If the bylaws do not fix or provide for fixing a record date, the board may fix a future date as the record date. If a record date is not fixed, members on the date of the meeting who are otherwise eligible to vote are entitled to vote at the meeting.
(3) The bylaws may fix or provide the manner for determining a date as the record date for the purpose of determining the members entitled to exercise any rights in respect of any other lawful action. If the bylaws do not fix or provide for fixing a record date, the board may fix in advance the record date. If a record date is not fixed, members are entitled to exercise the rights at the close of business on the day on which the board adopts the resolution relating to it or 60 days prior to the date of other action, whichever is later.
(4) A record date fixed under this section may not be more than 70 days before the meeting or action requiring a determination of members occurs.
(5) A determination of members entitled to notice of or to vote at a membership meeting is effective for any adjournment of the meeting unless the board fixes a new date for determining the right to notice or the right to vote, which it must do if the meeting is adjourned to a date more than 70 days after the record date for determining members entitled to notice of the original meeting.
(6) If a court orders a meeting adjourned to a date more than 120 days after the date fixed for the original meeting, it may provide that the original record date for notice or voting continues in effect or it may fix a new record date for notice or voting.
History: En. Sec. 64, Ch. 411, L. 1991.
2023 Montana Code Annotated › Title 35. Corporations, Partnerships, and Associations › Chapter 2. Nonprofit Corporations › Part 5. Members -- Delegates -- Voting › 35-2-533. Action by written ballot

35-2-533. Action by written ballot.
(1) Unless prohibited or limited by the articles or bylaws, any action that may be taken at any annual, regular, or special meeting of members may be taken without a meeting if the corporation delivers a written ballot to every member entitled to vote on the matter.
(2) A corporation may deliver a written ballot by electronic communication as long as a member gives consent. Consent by a member to receive notice by electronic communication in a certain manner constitutes consent to receive a ballot by electronic communication in the same manner.
(3) A written ballot must:
(a) set forth each proposed action; and
(b) provide an opportunity to vote for or against each proposed action.
(4) Approval by written ballot pursuant to this section is valid only when:
(a) the number of votes cast by ballot equals or exceeds the quorum required to be present at a meeting authorizing the action; and
(b) the number of approvals equals or exceeds the number of votes that would be required to approve the matter at a meeting at which the total number of votes cast was the same as the number of votes cast by ballot.
(5) All solicitations for votes by written ballot must:
(a) indicate the number of responses needed to meet the quorum requirements;
(b) state the percentage of approvals necessary to approve each matter other than election of directors; and
(c) specify the time by which a ballot must be received by the corporation in order to be counted.
(6) Except as otherwise provided in the articles or bylaws, a written ballot may not be revoked.
History: En. Sec. 65, Ch. 411, L. 1991; amd. Sec. 8, Ch. 190, L. 2013.
2023 Montana Code Annotated › Title 35. Corporations, Partnerships, and Associations › Chapter 2. Nonprofit Corporations › Part 5. Members -- Delegates -- Voting › 35-2-535. Members' list for meeting

35-2-535. Members' list for meeting.
(1) After fixing a record date for a notice of a meeting, a corporation shall prepare an alphabetical list of the names of all its members who are entitled to notice of the meeting. The list must show the address or authenticated electronic identification and number of votes each member is entitled to vote at the meeting. The corporation shall prepare, on a current basis through the time of the membership meeting, a list of members, if any, who are entitled to vote at the meeting but not entitled to notice of the meeting. This list must be prepared on the same basis and be part of the list of members.
(2) The list of members must be available:
(a) for inspection by any member for the purpose of communication with other members concerning the meeting, beginning 2 business days after notice is given of the meeting for which the list was prepared and continuing through the meeting; and
(b) at the corporation's principal office or at a reasonable place identified in the meeting notice in the city where the meeting will be held. A member, a member's agent, or a member's attorney is entitled, on written demand, to inspect and, subject to the limitations of 35-2-907(3) and 35-2-910, to copy the list, at a reasonable time and at the member's expense, during the period it is available for inspection.
(3) The corporation shall make the list of members available at the meeting, and any member, a member's agent, or a member's attorney is entitled to inspect the list at any time during the meeting or any adjournment.
(4) If the corporation refuses to allow a member, a member's agent, or a member's attorney to inspect the list of members before or at the meeting or to copy the list as permitted by subsection (2), 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 this state, in Lewis and Clark County, on application of the member, may summarily order the inspection or copying at the corporation's expense, may postpone the meeting for which the list was prepared until the inspection or copying is complete, and may order the corporation to pay the member's costs, including reasonable attorney fees, incurred to obtain the order.
(5) Unless a written demand to inspect and copy a membership list has been made under subsection (2) prior to the membership meeting and a corporation improperly refuses to comply with the demand, refusal or failure to comply with this section does not affect the validity of action taken at the meeting.
(6) The articles or bylaws of a religious corporation may limit or abolish the rights of a member under this section to inspect and copy any corporate record.
History: En. Sec. 66, Ch. 411, L. 1991; amd. Sec. 41, Ch. 240, L. 2007; amd. Sec. 9, Ch. 190, L. 2013.
2023 Montana Code Annotated › Title 35. Corporations, Partnerships, and Associations › Chapter 2. Nonprofit Corporations › Part 5. Members -- Delegates -- Voting › 35-2-536. Voting entitlement generally

35-2-536. Voting entitlement generally.
(1) Unless the articles or bylaws provide otherwise, each member is entitled to one vote on each matter voted on by the members.
(2) Unless the articles or bylaws provide otherwise, if a membership stands of record in the names of two or more persons, their acts with respect to voting have the following effect:
(a) if only one votes, the act binds all; and
(b) if more than one votes, the vote is divided on a pro rata basis.
History: En. Sec. 67, Ch. 411, L. 1991.
2023 Montana Code Annotated › Title 35. Corporations, Partnerships, and Associations › Chapter 2. Nonprofit Corporations › Part 5. Members -- Delegates -- Voting › 35-2-537. Quorum requirements

35-2-537. Quorum requirements.
(1) Unless this chapter, the articles, or bylaws provide for a higher or lower quorum, 10% of the votes entitled to be cast on a matter must be represented at a meeting of members to constitute a quorum on that matter.
(2) A bylaw amendment to decrease the quorum for any member action may be approved by the members or, unless prohibited by the bylaws, by the board.
(3) A bylaw amendment to increase the quorum required for any member action must be approved by the members.
(4) Unless one-third or more of the voting power is present in person or by proxy, the only matters that may be voted upon at an annual or regular meeting of members are those matters that are described in the meeting notice.
History: En. Sec. 68, Ch. 411, L. 1991.
2023 Montana Code Annotated › Title 35. Corporations, Partnerships, and Associations › Chapter 2. Nonprofit Corporations › Part 5. Members -- Delegates -- Voting › 35-2-538. Voting requirements

35-2-538. Voting requirements.
(1) Unless this chapter, the articles, or bylaws require a greater vote or voting by class, if a quorum is present, the affirmative vote of the votes represented and voting, if they are a majority of the required quorum, is the act of the members.
(2) A bylaw amendment to increase or decrease the vote required for any member action must be approved by the members.
History: En. Sec. 69, Ch. 411, L. 1991.
2023 Montana Code Annotated › Title 35. Corporations, Partnerships, and Associations › Chapter 2. Nonprofit Corporations › Part 5. Members -- Delegates -- Voting › 35-2-539. Proxies

35-2-539. Proxies.
(1) Unless the articles or bylaws prohibit or limit proxy voting, a member may appoint a proxy to vote or otherwise act for the member by signing an appointment form, either personally or by an attorney-in-fact.
(2) An appointment of a proxy is effective when received by the secretary or other officer or agent authorized to tabulate votes. An appointment is valid for 11 months unless a different period is expressly provided in the appointment form. However, a proxy is not valid for more than 3 years from its date of execution.
(3) An appointment of a proxy is revocable by the member.
(4) The death or incapacity of the member appointing a proxy does not affect the right of the corporation to accept the proxy's authority unless notice of the death or incapacity is received by the secretary or other officer or agent authorized to tabulate votes before the proxy exercises authority under the appointment.
(5) Appointment of a proxy is revoked by the person appointing the proxy:
(a) being present at any meeting and voting; or
(b) signing and delivering to the secretary or other officer or agent authorized to tabulate proxy votes either a writing stating that the appointment of the proxy is revoked or a subsequent appointment form.
(6) Subject to 35-2-542 and any express limitation on the proxy's authority appearing on the face of the appointment form, a corporation is entitled to accept the proxy's vote or other action as that of the member who made the appointment.
History: En. Sec. 70, Ch. 411, L. 1991; amd. Sec. 10, Ch. 190, L. 2013.
2023 Montana Code Annotated › Title 35. Corporations, Partnerships, and Associations › Chapter 2. Nonprofit Corporations › Part 5. Members -- Delegates -- Voting › 35-2-540. Cumulative voting for directors -- exception

35-2-540. Cumulative voting for directors -- exception.
(1) If the articles or bylaws provide for cumulative voting by members, members may so vote by multiplying the number of votes the members are entitled to cast by the number of directors for whom they are entitled to vote and casting the product for a single candidate or distributing the product among two or more candidates.
(2) Cumulative voting is not authorized at a particular meeting unless:
(a) the meeting notice or statement accompanying the notice states that cumulative voting will take place; or
(b) a member gives notice during the meeting and before the vote is taken of the member's intent to cumulate votes. If one member gives this notice, all other members participating in the election are entitled to cumulate their votes without giving further notice.
(3) A director elected by cumulative voting may be removed by the members without cause if the requirements of 35-2-421 are met unless the votes cast against removal or not consenting in writing to removal would be sufficient to elect the director if voted cumulatively at an election at which the same total number of votes were cast or, if the action is taken by written ballot, all memberships entitled to vote were voted, and if the entire number of directors authorized at the time of the director's most recent election were then being elected.
(4) Members may not cumulatively vote if the directors and members are identical.
History: En. Sec. 71, Ch. 411, L. 1991.
2023 Montana Code Annotated › Title 35. Corporations, Partnerships, and Associations › Chapter 2. Nonprofit Corporations › Part 5. Members -- Delegates -- Voting › 35-2-541. Other methods of electing directors

35-2-541. Other methods of electing directors.
A corporation may provide in its articles or bylaws for election of directors by members or delegates:
(1) on the basis of chapter or other organizational unit;
(2) by region or other geographic unit;
(3) by preferential voting; or
(4) by any other reasonable method.
History: En. Sec. 72, Ch. 411, L. 1991.
2023 Montana Code Annotated › Title 35. Corporations, Partnerships, and Associations › Chapter 2. Nonprofit Corporations › Part 5. Members -- Delegates -- Voting › 35-2-543. Voting agreements

35-2-543. Voting agreements.
(1) Two or more members may provide for the manner in which they will vote by signing an agreement for that purpose. Voting agreements may be valid for a period of up to 10 years. For public benefit corporations, voting agreements must have a reasonable purpose consistent with the corporation's public or charitable purposes.
(2) A voting agreement created under this section is specifically enforceable.
History: En. Sec. 74, Ch. 411, L. 1991.
2023 Montana Code Annotated › Title 35. Corporations, Partnerships, and Associations › Chapter 2. Nonprofit Corporations › Part 5. Members -- Delegates -- Voting › 35-2-550. Unincorporated homeowners' association -- remote meetings

35-2-550. Unincorporated homeowners' association -- remote meetings.
(1) Unless the bylaws or other governing documents adopted by the members of the association provide otherwise, an unincorporated homeowners' association may hold a meeting by remote means.
(2) For the purposes of this section, the following definitions apply:
(a) "Remote means" includes telephone audio, teleconference, or videoconference.
(b) "Unincorporated homeowners' association" means an unincorporated entity that is responsible for the operation of a community or a mobile home subdivision in which:
(i) the voting membership is made up of parcel owners or their agents or a combination of parcel owners and their agents;
(ii) membership is a mandatory condition of parcel ownership; and
(iii) the entity is authorized to impose assessments that, if unpaid, may become a lien on the parcel.
History: En. Sec. 4, Ch. 185, L. 2021.
2023 Montana Code Annotated › Title 35. Corporations, Partnerships, and Associations › Chapter 2. Nonprofit Corporations › Part 6. Merger, Consolidation, and Sale of Assets › 35-2-601. Repealed

35-2-601. Repealed.
Sec. 174, Ch. 411, L. 1991.
History: En. Sec. 38, Ch. 198, L. 1967; R.C.M. 1947, 15-2338.
2023 Montana Code Annotated › Title 35. Corporations, Partnerships, and Associations › Chapter 2. Nonprofit Corporations › Part 6. Merger, Consolidation, and Sale of Assets › 35-2-602. Repealed

35-2-602. Repealed.
Sec. 174, Ch. 411, L. 1991.
History: En. Sec. 39, Ch. 198, L. 1967; R.C.M. 1947, 15-2339.
2023 Montana Code Annotated › Title 35. Corporations, Partnerships, and Associations › Chapter 2. Nonprofit Corporations › Part 6. Merger, Consolidation, and Sale of Assets › 35-2-603. Repealed

35-2-603. Repealed.
Sec. 174, Ch. 411, L. 1991.
History: En. Sec. 40, Ch. 198, L. 1967; R.C.M. 1947, 15-2340.
2023 Montana Code Annotated › Title 35. Corporations, Partnerships, and Associations › Chapter 2. Nonprofit Corporations › Part 6. Merger, Consolidation, and Sale of Assets › 35-2-604. Repealed

35-2-604. Repealed.
Sec. 174, Ch. 411, L. 1991.
History: En. Sec. 41, Ch. 298, L. 1967; R.C.M. 1947, 15-2341; amd. Sec. 42, Ch. 131, L. 1983.