reglab/statecodes huggingface dataset:
2023 Montana Code Annotated › Title 35. Corporations, Partnerships, and Associations › Chapter 2. Nonprofit Corporations › Part 1. General › 35-2-119. Filing requirements

35-2-119. Filing requirements.
All of the following requirements must be met before a document may be filed under this section by the secretary of state:
(1) A document that is required or permitted by this chapter to be filed in the office of the secretary of state must satisfy the requirements of this section and of any other section that adds to or varies these requirements.
(2) The document must contain the information required by this chapter. The document may contain other information as well.
(3) The document must be typewritten or printed unless an electronic form is allowed by the secretary of state.
(4) The document must be in the English language. However, a corporate name does not need to be in English if it is written in English letters or Arabic or Roman numerals.
(5) (a) Except as provided in subsection (5)(b), the document must be executed:
(i) by the presiding officer of the corporation's board of directors, its president, or another of its officers;
(ii) if directors have not been selected or the corporation has not been formed, by an incorporator; or
(iii) if the corporation is in the hands of a receiver, trustee, or other court-appointed fiduciary, by that fiduciary.
(b) (i) A corporation's annual report may be executed as provided in subsection (5)(a) or by the corporation's authorized agent.
(ii) For the purposes of this subsection (5)(b), "authorized agent" means any individual granted permission by an entity to execute a document on behalf of the entity. The entity is responsible for maintaining a record of the permission granted to an authorized agent.
(6) The person executing the document shall sign the document and state beneath or opposite the signature the person's name and the capacity in which the person signs. The document may but does not need to contain the corporate seal, an attestation by the secretary or an assistant secretary, or an acknowledgment, verification, or proof.
(7) The document must be in or on the prescribed form if the secretary of state has prescribed a mandatory form for a document under 35-2-1108.
(8) Except as provided in 33-3-601, the document must be delivered to the office of the secretary of state for filing and must be accompanied by:
(a) the correct filing fee; and
(b) any franchise tax, license fee, or penalty required by this chapter, rules promulgated under this chapter, or other law.
History: En. Sec. 4, Ch. 411, L. 1991; amd. Sec. 7, Ch. 71, L. 2005; amd. Sec. 6, Ch. 33, L. 2007; amd. Sec. 3, Ch. 190, L. 2013; amd. Sec. 4, Ch. 42, L. 2015; amd. Sec. 48, Ch. 151, L. 2017.
2023 Montana Code Annotated › Title 35. Corporations, Partnerships, and Associations › Chapter 2. Nonprofit Corporations › Part 1. General › 35-2-120. Facsimile filing

35-2-120. Facsimile filing.
(1) The secretary of state shall treat a facsimile copy of a document that is required or permitted to be filed under 35-2-119, 35-2-121 through 35-2-123, 35-2-1003, 35-2-1108 through 35-2-1112, and this section and the signatures on the facsimile copy in the same manner as an original for purposes of 35-2-119, 35-2-121 through 35-2-123, 35-2-1003, 35-2-1108 through 35-2-1112, and this section. If all other requirements are met, the date of filing relates back to the date of receipt of the facsimile copy.
(2) A person who files a false document by facsimile copy is liable to an aggrieved party for three times the amount of damages resulting from the filing of the false document.
History: En. Sec. 5, Ch. 411, L. 1991; amd. Sec. 6, Ch. 290, L. 1997.
2023 Montana Code Annotated › Title 35. Corporations, Partnerships, and Associations › Chapter 2. Nonprofit Corporations › Part 1. General › 35-2-121. Effective date of document

35-2-121. Effective date of document.
(1) Except as provided in subsection (2), a document is effective:
(a) at the time of filing on the date it is filed, as evidenced by the secretary of state's endorsement on the original document; or
(b) at the time specified in the document as its effective time on the date it is filed.
(2) A document may specify a delayed effective time and date, and if it does so the document becomes effective at the time and date specified. If a delayed effective date but no time is specified, the document is effective at the close of business on that date. A delayed effective date for a document may not be later than 90 days after the date it is filed.
History: En. Sec. 8, Ch. 411, L. 1991.
2023 Montana Code Annotated › Title 35. Corporations, Partnerships, and Associations › Chapter 2. Nonprofit Corporations › Part 1. General › 35-2-122. Correcting filed document

35-2-122. Correcting filed document.
(1) A domestic or foreign corporation may correct a document filed by the secretary of state if the document:
(a) contains an incorrect statement; or
(b) was defectively executed, attested, sealed, verified, or acknowledged.
(2) A document is corrected:
(a) by preparing articles of correction that:
(i) describe the document, including its filing date, or have attached a copy of the document;
(ii) specify the incorrect statement and the reason it is incorrect or the manner in which the execution was defective; and
(iii) correct the incorrect statement or defective execution; and
(b) by delivering the articles of correction to the secretary of state.
(3) Articles of correction are effective on the effective date of the document they correct except as to persons relying on the uncorrected document and adversely affected by the correction. As to those persons, articles of correction are effective when filed.
History: En. Sec. 9, Ch. 411, L. 1991.
2023 Montana Code Annotated › Title 35. Corporations, Partnerships, and Associations › Chapter 2. Nonprofit Corporations › Part 1. General › 35-2-123. Penalty for signing false documents

35-2-123. Penalty for signing false documents.
(1) The execution of any document that must be filed with the secretary of state under 35-2-119 through 35-2-122, 35-2-1003, 35-2-1108 through 35-2-1112, and this section constitutes an affirmation, under the penalties of false swearing, by each person executing the document that the facts stated in the document are true.
(2) The secretary of state shall provide for the printing of a warning to this effect on each form prescribed by the secretary of state under this chapter.
History: En. Sec. 14, Ch. 411, L. 1991.
2023 Montana Code Annotated › Title 35. Corporations, Partnerships, and Associations › Chapter 2. Nonprofit Corporations › Part 1. General › 35-2-126. Designation of status of nonprofit corporations

35-2-126. Designation of status of nonprofit corporations.
(1) A domestic corporation must be designated as either a public benefit, mutual benefit, or religious corporation. The specific designation of a corporation is as follows:
(a) A corporation designated by its articles of incorporation as a public benefit corporation, a mutual benefit corporation, or a religious corporation is the type of corporation designated by its articles of incorporation.
(b) A corporation that is not designated by its articles of incorporation as a public benefit corporation, a mutual benefit corporation, or religious corporation is the type of corporation designated in the annual report filed in 1995.
(2) A foreign corporation must be designated as either a foreign public benefit, foreign mutual benefit, or foreign religious corporation. The specific designation of a corporation is as follows:
(a) A foreign corporation designated by its articles of incorporation as a public benefit corporation, mutual benefit corporation, or religious corporation is the type of foreign corporation designated by its articles of incorporation.
(b) A foreign corporation not designated as provided in subsection (2)(a), but designated in its application for a certificate of authority, or any amendments of the application, as a public benefit corporation, mutual benefit corporation, or religious corporation is the type of foreign corporation it designated in its application for a certificate of authority.
(c) A foreign corporation not designated as provided in subsection (2)(a) or (2)(b) is the type of corporation it designated in the annual report filed in 1995.
History: En. Sec. 16, Ch. 411, L. 1991.
2023 Montana Code Annotated › Title 35. Corporations, Partnerships, and Associations › Chapter 2. Nonprofit Corporations › Part 1. General › 35-2-127. Private foundations

35-2-127. Private foundations.
(1) Except as otherwise determined by a court of competent jurisdiction, a corporation that is a private foundation as defined in section 509(a) of the Internal Revenue Code of 1986:
(a) shall distribute amounts for each taxable year at a time and in a manner as not to subject the corporation to tax under section 4942 of the Internal Revenue Code;
(b) may not engage in any act of self-dealing as defined in section 4941(d) of the Internal Revenue Code;
(c) may not retain any excess business holdings as defined in section 4943(c) of the Internal Revenue Code;
(d) may not make any taxable investments or expenditures as provided in sections 4944 and 4945 of the Internal Revenue Code; and
(e) may not make any taxable expenditures as defined in section 4945(d) of the Internal Revenue Code.
(2) All references in this section to sections of the Internal Revenue Code are to sections of the Internal Revenue Code of 1986, as amended from time to time, or to corresponding provisions of subsequent internal revenue laws of the United States.
History: En. Sec. 17, Ch. 411, L. 1991.
2023 Montana Code Annotated › Title 35. Corporations, Partnerships, and Associations › Chapter 2. Nonprofit Corporations › Part 1. General › 35-2-128. Religious corporations -- constitutional protections

35-2-128. Religious corporations -- constitutional protections.
If the religious doctrine governing the affairs of a religious corporation is inconsistent with the provisions of this chapter on the same subject, the religious doctrine controls to the extent required by the United States or the Montana constitution.
History: En. Sec. 20, Ch. 411, L. 1991.
2023 Montana Code Annotated › Title 35. Corporations, Partnerships, and Associations › Chapter 2. Nonprofit Corporations › Part 1. General › 35-2-129. Limit on nonprofit corporation requirements

35-2-129. Limit on nonprofit corporation requirements.
(1) Except as provided in subsection (2), a state agency or state official may not impose any annual filing or reporting requirements on any nonprofit corporation with tax-exempt status pursuant to 26 U.S.C. 501(c)(3), as of February 21, 2023, that are more stringent, restrictive, or expansive than the requirements authorized under Montana law.
(2) Subsection (1) does not apply to state grants and contracts, fraud investigations, or enforcement actions against specific nonprofit corporations.
History: En. Sec. 1, Ch. 458, L. 2023.
2023 Montana Code Annotated › Title 35. Corporations, Partnerships, and Associations › Chapter 2. Nonprofit Corporations › Part 1. General › 35-2-130. Judicial relief

35-2-130. Judicial relief.
(1) If for any reason it is impractical or impossible for a corporation to call or conduct a meeting of its members, delegates, or directors or to otherwise obtain their consent, in the manner prescribed by its articles, bylaws, or this chapter, then upon petition of a director, officer, delegate, member, or the attorney general, the state district court for the judicial district in which the principal office is located or, if the principal office is not located in this state, in Lewis and Clark County may order that a meeting be called or that a written ballot or other form of obtaining the vote of members, delegates, or directors be authorized, in the manner the court finds fair and equitable under the circumstances.
(2) In an order issued pursuant to this section, the court shall provide for a method of notice reasonably designed to give actual notice to all persons who would be entitled to notice of a meeting held pursuant to the articles, bylaws, and this chapter, whether or not the method results in actual notice to all persons entitled to notice or conforms to the notice requirements that would otherwise apply. In a proceeding under this section, the court may determine who the members or directors are.
(3) The order issued pursuant to this section may dispense with any requirement relating to the holding of or voting at meetings or obtaining votes, including any requirement as to quorums or as to the number or percentage of votes needed for approval, that would otherwise be imposed by the articles, bylaws, or this chapter.
(4) Whenever practical, an order issued pursuant to this section must limit the subject matter of meetings or other forms of consent authorized to approve items, including amendments to the articles or bylaws, the resolution of which will or may enable the corporation to continue managing its affairs without further resort to this section. However, an order under this section may also authorize the obtaining of votes and approvals necessary for dissolution, merger, or sale of assets.
(5) A meeting or other method of obtaining the vote of members, delegates, or directors that is conducted pursuant to an order issued under this section and that complies with all the provisions of the order is for all purposes a valid meeting or vote, and has the same force and effect as if it complied with every requirement imposed by the articles, bylaws, and this chapter.
History: En. Sec. 18, Ch. 411, L. 1991; amd. Sec. 36, Ch. 240, L. 2007.
2023 Montana Code Annotated › Title 35. Corporations, Partnerships, and Associations › Chapter 2. Nonprofit Corporations › Part 1. General › 35-2-131. Attorney general

35-2-131. Attorney general.
(1) Notice must be given to the attorney general of the commencement of any proceeding that this chapter authorizes the attorney general to bring but that has been commenced by another person.
(2) Whenever a provision of this chapter requires that notice be given to the attorney general before or after commencing a proceeding or permits the attorney general to commence a proceeding if no proceeding has been commenced, the attorney general may take appropriate action including but not limited to seeking injunctive relief. If a proceeding has been commenced by a person other than the attorney general, the attorney general may intervene, as of right, in the proceeding.
History: En. Sec. 19, Ch. 411, L. 1991.
2023 Montana Code Annotated › Title 35. Corporations, Partnerships, and Associations › Chapter 2. Nonprofit Corporations › Part 1. General › 35-2-132. Ultra vires

35-2-132. Ultra vires.
(1) Except as provided in subsection (2), the validity of corporate action may not be challenged on the ground that the corporation lacks or lacked power to act.
(2) A corporation's power to act may be challenged in a proceeding against the corporation to enjoin an act when a third party has not acquired rights. The proceeding may be brought by the attorney general, by a director, or by a member or members in a derivative proceeding.
(3) (a) A corporation's power to act may be challenged in a proceeding against an incumbent or former director, officer, employee, or agent of the corporation.
(b) The proceeding may be brought:
(i) by a director;
(ii) by the corporation, directly, derivatively, or through a receiver, a trustee, or other legal representative; or
(iii) in the case of a public benefit corporation, by the attorney general.
History: En. Sec. 30, Ch. 411, L. 1991.
2023 Montana Code Annotated › Title 35. Corporations, Partnerships, and Associations › Chapter 2. Nonprofit Corporations › Part 2. Formation -- Articles of Incorporation Bylaws -- Amendments › 35-2-201. Repealed

35-2-201. Repealed.
Sec. 174, Ch. 411, L. 1991.
History: En. Sec. 28, Ch. 198, L. 1967; R.C.M. 1947, 15-2328; amd. Sec. 36, Ch. 131, L. 1983.
2023 Montana Code Annotated › Title 35. Corporations, Partnerships, and Associations › Chapter 2. Nonprofit Corporations › Part 2. Formation -- Articles of Incorporation Bylaws -- Amendments › 35-2-202. Repealed

35-2-202. Repealed.
Sec. 174, Ch. 411, L. 1991.
History: En. Sec. 29, Ch. 198, L. 1967; R.C.M. 1947, 15-2329; amd. Sec. 1, Ch. 78, L. 1979; amd. Sec. 2, Ch. 559, L. 1987; amd. Sec. 193, Ch. 368, L. 1991.
2023 Montana Code Annotated › Title 35. Corporations, Partnerships, and Associations › Chapter 2. Nonprofit Corporations › Part 2. Formation -- Articles of Incorporation Bylaws -- Amendments › 35-2-203. Repealed

35-2-203. Repealed.
Sec. 174, Ch. 411, L. 1991.
History: En. Sec. 30, Ch. 198, L. 1967; R.C.M. 1947, 15-2330; amd. Sec. 37, Ch. 131, L. 1983.
2023 Montana Code Annotated › Title 35. Corporations, Partnerships, and Associations › Chapter 2. Nonprofit Corporations › Part 2. Formation -- Articles of Incorporation Bylaws -- Amendments › 35-2-204. Repealed

35-2-204. Repealed.
Sec. 174, Ch. 411, L. 1991.
History: En. Sec. 31, Ch. 198, L. 1967; R.C.M. 1947, 15-2331.
2023 Montana Code Annotated › Title 35. Corporations, Partnerships, and Associations › Chapter 2. Nonprofit Corporations › Part 2. Formation -- Articles of Incorporation Bylaws -- Amendments › 35-2-205. Repealed

35-2-205. Repealed.
Sec. 174, Ch. 411, L. 1991.
History: En. Sec. 32, Ch. 198, L. 1967; R.C.M. 1947, 15-2332.
2023 Montana Code Annotated › Title 35. Corporations, Partnerships, and Associations › Chapter 2. Nonprofit Corporations › Part 2. Formation -- Articles of Incorporation Bylaws -- Amendments › 35-2-206. Repealed

35-2-206. Repealed.
Sec. 174, Ch. 411, L. 1991.
History: En. Sec. 33, Ch. 198, L. 1967; R.C.M. 1947, 15-2333.
2023 Montana Code Annotated › Title 35. Corporations, Partnerships, and Associations › Chapter 2. Nonprofit Corporations › Part 2. Formation -- Articles of Incorporation Bylaws -- Amendments › 35-2-207. Repealed

35-2-207. Repealed.
Sec. 174, Ch. 411, L. 1991.
History: En. Sec. 34, Ch. 198, L. 1967; R.C.M. 1947, 15-2334.
2023 Montana Code Annotated › Title 35. Corporations, Partnerships, and Associations › Chapter 2. Nonprofit Corporations › Part 2. Formation -- Articles of Incorporation Bylaws -- Amendments › 35-2-208. Repealed

35-2-208. Repealed.
Sec. 174, Ch. 411, L. 1991.
History: En. Sec. 35, Ch. 198, L. 1967; R.C.M. 1947, 15-2335; amd. Sec. 38, Ch. 131, L. 1983.
2023 Montana Code Annotated › Title 35. Corporations, Partnerships, and Associations › Chapter 2. Nonprofit Corporations › Part 2. Formation -- Articles of Incorporation Bylaws -- Amendments › 35-2-209. Repealed

35-2-209. Repealed.
Sec. 174, Ch. 411, L. 1991.
History: En. Sec. 36, Ch. 198, L. 1967; R.C.M. 1947, 15-2336; amd. Sec. 39, Ch. 131, L. 1983.
2023 Montana Code Annotated › Title 35. Corporations, Partnerships, and Associations › Chapter 2. Nonprofit Corporations › Part 2. Formation -- Articles of Incorporation Bylaws -- Amendments › 35-2-210. Repealed

35-2-210. Repealed.
Sec. 174, Ch. 411, L. 1991.
History: En. Sec. 37, Ch. 198, L. 1967; R.C.M. 1947, 15-2337(part); amd. Sec. 2, Ch. 78, L. 1979; amd. Sec. 40, Ch. 131, L. 1983; amd. Sec. 6, Ch. 445, L. 1985.
2023 Montana Code Annotated › Title 35. Corporations, Partnerships, and Associations › Chapter 2. Nonprofit Corporations › Part 2. Formation -- Articles of Incorporation Bylaws -- Amendments › 35-2-211. Repealed

35-2-211. Repealed.
Sec. 174, Ch. 411, L. 1991.
History: En. Sec. 12, Ch. 198, L. 1967; R.C.M. 1947, 15-2312.
2023 Montana Code Annotated › Title 35. Corporations, Partnerships, and Associations › Chapter 2. Nonprofit Corporations › Part 2. Formation -- Articles of Incorporation Bylaws -- Amendments › 35-2-212. Incorporators

35-2-212. Incorporators.
One or more persons may act as the incorporator or incorporators of a corporation by delivering articles of incorporation to the secretary of state for filing.
History: En. Sec. 21, Ch. 411, L. 1991.
2023 Montana Code Annotated › Title 35. Corporations, Partnerships, and Associations › Chapter 2. Nonprofit Corporations › Part 2. Formation -- Articles of Incorporation Bylaws -- Amendments › 35-2-213. Articles of incorporation

35-2-213. Articles of incorporation.
(1) The articles of incorporation must set forth:
(a) a corporate name for the corporation that satisfies the requirements of 35-2-305;
(b) a statement that:
(i) the corporation is a public benefit corporation;
(ii) the corporation is a mutual benefit corporation; or
(iii) the corporation is a religious corporation;
(c) the information required by 35-7-105(1);
(d) the name and business mailing address of each incorporator;
(e) whether or not the corporation will have members; and
(f) provisions consistent with law regarding the distribution of assets on dissolution.
(2) The articles of incorporation may set forth:
(a) the purpose or purposes for which the corporation is organized, which may be, either alone or in combination with other purposes, the transaction of any lawful activity;
(b) the names and business mailing addresses of the individuals who are to serve as the initial directors;
(c) provisions consistent with law regarding:
(i) managing and regulating the affairs of the corporation;
(ii) defining, limiting, and regulating the powers of the corporation, its board of directors, its members, or any class of members; and
(iii) the characteristics, qualifications, rights, limitations, and obligations attaching to each or any class of members;
(d) any provision that under this chapter is required or permitted to be set forth in the bylaws; and
(e) provisions eliminating or limiting the personal liability of a director to the corporation or members of the corporation for monetary damages for breach of a director's duties to the corporation and its members, provided that the provision may not eliminate or limit the liability of a director:
(i) for a breach of the director's duty of loyalty to the corporation or its members;
(ii) for acts or omissions not in good faith or that involve intentional misconduct or a knowing violation of law;
(iii) for a transaction from which a director derived an improper personal economic benefit; or
(iv) under 35-2-418, 35-2-435, or 35-2-436.
(3) A provision referred to in subsection (2)(e) may not eliminate or limit the liability of a director for any act or omission occurring prior to the date when the provision becomes effective.
(4) Each incorporator and director named in the articles shall sign the articles.
(5) The articles of incorporation need not set forth any of the corporate powers enumerated in this chapter.
History: En. Sec. 22, Ch. 411, L. 1991; amd. Sec. 37, Ch. 240, L. 2007; amd. Sec. 12, Ch. 26, L. 2011.
2023 Montana Code Annotated › Title 35. Corporations, Partnerships, and Associations › Chapter 2. Nonprofit Corporations › Part 2. Formation -- Articles of Incorporation Bylaws -- Amendments › 35-2-214. Incorporation

35-2-214. Incorporation.
(1) Unless a delayed effective date is specified, the corporate existence begins when the articles of incorporation are filed by the secretary of state.
(2) The secretary of state's filing of the articles of incorporation is conclusive proof that the incorporators have satisfied all conditions precedent to incorporation except in a proceeding by the state to cancel or revoke the incorporation or involuntarily dissolve the corporation.
History: En. Sec. 23, Ch. 411, L. 1991.
2023 Montana Code Annotated › Title 35. Corporations, Partnerships, and Associations › Chapter 2. Nonprofit Corporations › Part 2. Formation -- Articles of Incorporation Bylaws -- Amendments › 35-2-215. Liability for preincorporation transactions

35-2-215. Liability for preincorporation transactions.
A person who purports to act as or on behalf of a corporation but who knows that there was no incorporation under this chapter is jointly and severally liable for all liabilities created while so acting.
History: En. Sec. 24, Ch. 411, L. 1991.
2023 Montana Code Annotated › Title 35. Corporations, Partnerships, and Associations › Chapter 2. Nonprofit Corporations › Part 2. Formation -- Articles of Incorporation Bylaws -- Amendments › 35-2-216. Organization of corporation

35-2-216. Organization of corporation.
(1) After incorporation:
(a) if initial directors are named in the articles of incorporation, the initial directors shall hold an organizational meeting, at the call of a majority of the directors, to complete the organization of the corporation by appointing officers, adopting bylaws, and carrying on any other business brought before the meeting; or
(b) if initial directors are not named in the articles, the incorporator or incorporators shall hold an organizational meeting at the call of a majority of the incorporators:
(i) to elect directors and complete the organization of the corporation; or
(ii) to elect a board of directors who shall complete the organization of the corporation.
(2) Action required or permitted by this chapter to be taken by incorporators at an organizational meeting may be taken without a meeting if the action taken is evidenced by one or more written consents describing the action taken and signed by each incorporator.
(3) An organizational meeting may be held in the state or out of the state in accordance with 35-2-427.
History: En. Sec. 25, Ch. 411, L. 1991.
2023 Montana Code Annotated › Title 35. Corporations, Partnerships, and Associations › Chapter 2. Nonprofit Corporations › Part 2. Formation -- Articles of Incorporation Bylaws -- Amendments › 35-2-217. Bylaws

35-2-217. Bylaws.
(1) The incorporators or board of directors of a corporation shall adopt bylaws for the corporation.
(2) The bylaws may contain any provision for regulating and managing the affairs of the corporation consistent with law or the articles of incorporation.
History: En. Sec. 26, Ch. 411, L. 1991.
2023 Montana Code Annotated › Title 35. Corporations, Partnerships, and Associations › Chapter 2. Nonprofit Corporations › Part 2. Formation -- Articles of Incorporation Bylaws -- Amendments › 35-2-218. Emergency bylaws and powers

35-2-218. Emergency bylaws and powers.
(1) Unless the articles provide otherwise, the directors of a corporation may adopt, amend, or repeal bylaws to be effective only in an emergency as defined in subsection (4). The emergency bylaws, which are subject to amendment or repeal by the members, may provide special procedures necessary for managing the corporation during the emergency, including:
(a) how to call a meeting of the board;
(b) quorum requirements for the meeting; and
(c) designation of additional or substitute directors.
(2) All provisions of the regular bylaws consistent with the emergency bylaws remain in effect during the emergency. The emergency bylaws are not in effect after the emergency ends.
(3) Corporate action taken in good faith in accordance with the emergency bylaws:
(a) binds the corporation; and
(b) may not be used to impose liability on a corporate director, officer, employee, or agent.
(4) For purposes of this section, an emergency exists if a quorum of the corporation's directors cannot readily be assembled because of some catastrophic event.
History: En. Sec. 27, Ch. 411, L. 1991.
2023 Montana Code Annotated › Title 35. Corporations, Partnerships, and Associations › Chapter 2. Nonprofit Corporations › Part 2. Formation -- Articles of Incorporation Bylaws -- Amendments › 35-2-221. Authority to amend

35-2-221. Authority to amend.
A corporation may amend its articles of incorporation at any time to add or change a provision that is required or permitted in the articles or to delete a provision not required in the articles. Whether a provision is required or permitted in the articles is determined as of the effective date of the amendment.
History: En. Sec. 110, Ch. 411, L. 1991.
2023 Montana Code Annotated › Title 35. Corporations, Partnerships, and Associations › Chapter 2. Nonprofit Corporations › Part 2. Formation -- Articles of Incorporation Bylaws -- Amendments › 35-2-222. Amendment by directors

35-2-222. Amendment by directors.
(1) Unless the articles provide otherwise, a corporation's board of directors may adopt one or more amendments to the corporation's articles without member approval:
(a) to extend the duration of the corporation if it was incorporated at a time when limited duration was required by law;
(b) to delete the names and addresses of the initial directors;
(c) to change the information required by 35-7-105(1);
(d) to change the corporate name by substituting the word "corporation", "incorporated", "company", "limited", or the abbreviation "corp.", "inc.", "co.", or "ltd." for a similar word or abbreviation in the name or by adding, deleting, or changing a geographical attribution to the name; or
(e) to make any other change expressly permitted by this chapter to be made by action of the board of directors.
(2) If a corporation has no members, its incorporators, until directors have been chosen, and later its board of directors may adopt one or more amendments to the corporation's articles subject to any approval required pursuant to 35-2-232. The corporation shall provide notice of any meeting at which an amendment is to be voted upon. The notice must be in accordance with 35-2-429(3). The notice must also state that the purpose or one of the purposes of the meeting is to consider a proposed amendment to the articles and must contain or be accompanied by a copy or summary of the amendment or state the general nature of the amendment. The amendment must be approved by a majority of the directors in office at the time the amendment is adopted.
History: En. Sec. 111, Ch. 411, L. 1991; amd. Sec. 38, Ch. 240, L. 2007.
2023 Montana Code Annotated › Title 35. Corporations, Partnerships, and Associations › Chapter 2. Nonprofit Corporations › Part 2. Formation -- Articles of Incorporation Bylaws -- Amendments › 35-2-223. Amendment by directors and members

35-2-223. Amendment by directors and members.
(1) Unless this chapter, the articles, the bylaws, the members acting pursuant to subsection (2), or the board of directors acting pursuant to subsection (3) require a greater vote or voting by class to be adopted, an amendment to a corporation's articles must be approved:
(a) by the board if the corporation is a public benefit corporation or religious corporation and the amendment does not relate to the number of directors, the composition of the board, the term of office of directors, or the method or way in which directors are elected or selected;
(b) except as provided in 35-2-222(1), by the members by two-thirds of the votes cast or a majority of the voting power, whichever is less; and
(c) in writing by any person or persons whose approval is required by a provision of the articles, as authorized by 35-2-232.
(2) The members may condition the amendment's adoption on receipt of a higher percentage of affirmative votes or on any other basis.
(3) If the board initiates an amendment to the articles or if board approval is required by subsection (1)(a) to adopt an amendment to the articles, the board may condition the amendment's adoption on receipt of a higher percentage of affirmative votes or any other basis.
(4) If the board or the members seek to have the amendment approved by the members at a membership meeting, the corporation shall give notice to its members of the proposed membership meeting in writing in accordance with 35-2-530. The notice must state that the purpose or one of the purposes of the meeting is to consider the proposed amendment and must contain or be accompanied by a copy or summary of the amendment.
(5) If the board or the members seek to have the amendment approved by the members by written consent or written ballot, the material soliciting the approval must contain or be accompanied by a copy or summary of the amendment.
History: En. Sec. 112, Ch. 411, L. 1991.
2023 Montana Code Annotated › Title 35. Corporations, Partnerships, and Associations › Chapter 2. Nonprofit Corporations › Part 2. Formation -- Articles of Incorporation Bylaws -- Amendments › 35-2-224. Class voting by members on amendments

35-2-224. Class voting by members on amendments.
(1) The members of a class in a public benefit corporation are entitled to vote as a class on a proposed amendment to the articles if the amendment would change the rights of that class as to voting in a manner different from the manner in which the amendment affects another class or members of another class.
(2) The members of a class in a mutual benefit corporation are entitled to vote as a class on a proposed amendment to the articles if the amendment would:
(a) affect the rights, privileges, preferences, restrictions, or conditions of that class as to voting, dissolution, redemption, or transfer of memberships in a manner different from the manner in which the amendment would affect another class;
(b) change the rights, privileges, preferences, restrictions, or conditions of that class as to voting, dissolution, redemption, or transfer by changing the rights, privileges, preferences, restrictions, or conditions of another class;
(c) increase or decrease the number of memberships authorized for that class;
(d) increase the number of memberships authorized for another class;
(e) cause an exchange, reclassification, or termination of the memberships of that class; or
(f) authorize a new class of memberships.
(3) The members of a class of a religious corporation are entitled to vote as a class on a proposed amendment to the articles only if a class vote is provided for in the articles or bylaws.
(4) If a class is to be divided into two or more classes as a result of an amendment to the articles of a public benefit corporation or mutual benefit corporation, the amendment must be approved by the members of each class that would be created by the amendment.
(5) Except as provided in the articles or bylaws of a religious corporation, if a class vote is required to approve an amendment to the articles of a corporation, the amendment must be approved by the members of the class by two-thirds of the votes cast by the class or a majority of the voting power of the class, whichever is less.
(6) A class of members of a public benefit corporation or mutual benefit corporation is entitled to the voting rights granted by this section although the articles and bylaws provide that the class may not vote on the proposed amendment.
History: En. Sec. 113, Ch. 411, L. 1991.
2023 Montana Code Annotated › Title 35. Corporations, Partnerships, and Associations › Chapter 2. Nonprofit Corporations › Part 2. Formation -- Articles of Incorporation Bylaws -- Amendments › 35-2-225. Articles of amendment

35-2-225. Articles of amendment.
A corporation that amends its articles shall deliver to the secretary of state, for filing, articles of amendment setting forth:
(1) the name of the corporation;
(2) the text of each amendment adopted;
(3) the date of each amendment's adoption;
(4) if approval of members was not required, a statement to that effect and a statement that the amendment was approved by a sufficient vote of the board of directors or incorporators;
(5) if approval by members was required:
(a) the designation, number of memberships outstanding, number of votes entitled to be cast by each class entitled to vote separately on the amendment, and number of votes of each class indisputably voting on the amendment; and
(b) (i) either the total number of votes cast for and against the amendment by each class entitled to vote separately on the amendment or the total number of undisputed votes cast for the amendment by each class; and
(ii) a statement that the number cast for the amendment by each class was sufficient for approval by that class; and
(6) if approval of the amendment by some person or persons other than the members, the board, or the incorporators is required pursuant to 35-2-232, a statement that the approval was obtained.
History: En. Sec. 114, Ch. 411, L. 1991.
2023 Montana Code Annotated › Title 35. Corporations, Partnerships, and Associations › Chapter 2. Nonprofit Corporations › Part 2. Formation -- Articles of Incorporation Bylaws -- Amendments › 35-2-226. Restated articles of incorporation

35-2-226. Restated articles of incorporation.
(1) A corporation's board of directors may restate its articles of incorporation at any time, with or without approval by members or any other person.
(2) The restatement may include one or more amendments to the articles. If the restatement includes an amendment requiring approval by the members or any other person, it must be adopted as provided in 35-2-223.
(3) If the restatement includes an amendment requiring approval by members, the board shall submit the restatement to the members for their approval.
(4) If the board seeks to have the restatement approved by the members at a membership meeting, the corporation shall notify each of its members of the proposed membership meeting in writing in accordance with 35-2-530. The notice must also state that the purpose or one of the purposes of the meeting is to consider the proposed restatement and must contain or be accompanied by a copy or summary of the restatement that identifies any amendments or other change that the restatement would make in the articles.
(5) If the board seeks to have the restatement approved by the members by written ballot or written consent, the material soliciting the approval must contain or be accompanied by a copy or summary of the restatement that identifies any amendments or other change it would make in the articles.
(6) A restatement requiring approval by the members must be approved by the same vote as an amendment to articles under 35-2-223.
(7) If the restatement includes an amendment that requires approval pursuant to 35-2-232, the board shall submit the restatement for this approval.
(8) A corporation that restates its articles shall deliver to the secretary of state, for filing, articles of restatement setting forth the name of the corporation and the text of the restated articles of incorporation, together with a certificate setting forth a statement of whether the restated articles were approved by the board, the members, or any other person and:
(a) if the restatement contains an amendment to the articles requiring approval by the members, the information required by 35-2-225;
(b) if the restatement contains an amendment to the articles requiring approval by a person whose approval is required pursuant to 35-2-232, a statement that the approval was obtained; and
(c) if the restatement has an amendment that does not require member approval, a statement as to who approved the amendment, whether approval was made by the board or any other person.
(9) Adopted restated articles of incorporation supersede the original articles of incorporation and all amendments to them.
(10) The secretary of state may certify restated articles of incorporation as the articles of incorporation currently in effect without including the certificate information required by subsection (8).
History: En. Sec. 115, Ch. 411, L. 1991; amd. Sec. 14, Ch. 229, L. 1999.
2023 Montana Code Annotated › Title 35. Corporations, Partnerships, and Associations › Chapter 2. Nonprofit Corporations › Part 2. Formation -- Articles of Incorporation Bylaws -- Amendments › 35-2-227. Amendment pursuant to judicial reorganization

35-2-227. Amendment pursuant to judicial reorganization.
(1) A corporation's articles may be amended without board approval, approval by the members, or approval required pursuant to 35-2-232 if necessary to carry out a plan of reorganization ordered or decreed by a court of competent jurisdiction under federal statute if the articles, after amendment, contain only provisions required or permitted by 35-2-213.
(2) The individual or individuals designated by the court shall deliver to the secretary of state, for filing, articles of amendment setting forth:
(a) the name of the corporation;
(b) the text of each amendment approved by the court;
(c) the date of the court's order or decree approving the articles of amendment;
(d) the title of the reorganization proceeding in which the order or decree was entered; and
(e) a statement that the court had jurisdiction of the proceeding under federal statute.
(3) This section does not apply after entry of a final decree in the reorganization proceeding even though the court retains jurisdiction of the proceeding for limited purposes unrelated to consummation of the reorganization plan.
History: En. Sec. 116, Ch. 411, L. 1991.
2023 Montana Code Annotated › Title 35. Corporations, Partnerships, and Associations › Chapter 2. Nonprofit Corporations › Part 2. Formation -- Articles of Incorporation Bylaws -- Amendments › 35-2-228. Effect of amendment and restatement

35-2-228. Effect of amendment and restatement.
An amendment to articles of incorporation does not affect a cause of action existing against or in favor of the corporation, a proceeding to which the corporation is a party, any requirement or limitation imposed upon the corporation, or any property held by it by virtue of any trust upon which the property is held by the corporation, or the existing rights of persons other than members of the corporation. An amendment changing a corporation's name does not abate a proceeding brought by or against the corporation in its former name.
History: En. Sec. 117, Ch. 411, L. 1991.
2023 Montana Code Annotated › Title 35. Corporations, Partnerships, and Associations › Chapter 2. Nonprofit Corporations › Part 2. Formation -- Articles of Incorporation Bylaws -- Amendments › 35-2-229. Amendment by directors

35-2-229. Amendment by directors.
If a corporation does not have members, its incorporators, until directors have been chosen, and later its board of directors may adopt one or more amendments to the corporation's bylaws subject to any approval required pursuant to 35-2-232. The corporation shall provide notice of any meeting of directors at which an amendment is to be approved. The notice must be in accordance with 35-2-429(3). The notice must also state that the purpose or one of the purposes of the meeting is to consider a proposed amendment to the bylaws and contain or be accompanied by a copy or summary of the amendment or state the general nature of the amendment. The amendment must be approved by a majority of the directors in office at the time the amendment is adopted.
History: En. Sec. 118, Ch. 411, L. 1991.
2023 Montana Code Annotated › Title 35. Corporations, Partnerships, and Associations › Chapter 2. Nonprofit Corporations › Part 2. Formation -- Articles of Incorporation Bylaws -- Amendments › 35-2-230. Amendment by directors and members

35-2-230. Amendment by directors and members.
(1) Unless this chapter, the articles, the bylaws, the members acting pursuant to subsection (2), or the board of directors acting pursuant to subsection (3) require a greater vote or voting by class to be adopted, an amendment to a corporation's bylaws must be approved:
(a) by the board if the corporation is a public benefit corporation or religious corporation and the amendment does not relate to the number of directors, the composition of the board, the term of office of directors, or the method or way in which directors are elected or selected;
(b) by the members by two-thirds of the votes cast or a majority of the voting power, whichever is less; or
(c) in writing by any person or persons whose approval is required by a provision of the articles, as authorized by 35-2-232.
(2) The members may condition the amendment's adoption on its receipt of a higher percentage of affirmative votes or on any other basis.
(3) If the board initiates an amendment to the bylaws or if board approval is required by subsection (1)(a) to adopt an amendment to the bylaws, the board may condition the amendment's adoption on receipt of a higher percentage of affirmative votes or on any other basis.
(4) If the board or the members seek to have the amendment approved by the members at a membership meeting, the corporation shall give notice to its members of the proposed membership meeting in writing in accordance with 35-2-530. The notice must also state that the purpose, or one of the purposes, of the meeting is to consider the proposed amendment and must contain or be accompanied by a copy or summary of the amendment.
(5) If the board or the members seek to have the amendment approved by the members by written consent or written ballot, the material soliciting the approval must contain or be accompanied by a copy or summary of the amendment.
History: En. Sec. 119, Ch. 411, L. 1991.
2023 Montana Code Annotated › Title 35. Corporations, Partnerships, and Associations › Chapter 2. Nonprofit Corporations › Part 2. Formation -- Articles of Incorporation Bylaws -- Amendments › 35-2-231. Class voting by members on amendments

35-2-231. Class voting by members on amendments.
(1) The members of a class in a public benefit corporation are entitled to vote as a class on a proposed amendment to the bylaws if the amendment would change the rights of that class as to voting in a manner different from the manner in which the amendment would affect another class or members of another class.
(2) Members of a class in a mutual benefit corporation are entitled to vote as a class on a proposed amendment to the bylaws if the amendment would:
(a) affect the rights, privileges, preferences, restrictions, or conditions of that class as to voting, dissolution, redemption, or transfer of memberships in a manner different from the manner in which the amendment would affect another class;
(b) change the rights, privileges, preferences, restrictions, or conditions of that class as to voting, dissolution, redemption, or transfer by changing the rights, privileges, preferences, restrictions, or conditions of another class;
(c) increase or decrease the number of memberships authorized for that class;
(d) increase the number of memberships authorized for another class;
(e) cause an exchange, reclassification, or termination of all or part of the memberships of that class; or
(f) authorize a new class of memberships.
(3) The members of a class of a religious corporation are entitled to vote as a class on a proposed amendment to the bylaws only if a class vote is provided for in the articles or bylaws.
(4) If a class is to be divided into two or more classes as a result of an amendment to the bylaws, the amendment must be approved by the members of each class that would be created by the amendment.
(5) If a class vote is required to approve an amendment to the bylaws, the amendment must be approved by the members of the class by two-thirds of the votes cast by the class or a majority of the voting power of the class, whichever is less.
(6) A class of members is entitled to the voting rights granted by this section although the articles and bylaws provide that the class may not vote on the proposed amendment.
History: En. Sec. 120, Ch. 411, L. 1991.
2023 Montana Code Annotated › Title 35. Corporations, Partnerships, and Associations › Chapter 2. Nonprofit Corporations › Part 2. Formation -- Articles of Incorporation Bylaws -- Amendments › 35-2-232. Approval by third persons

35-2-232. Approval by third persons.
The articles may require an amendment to the articles or bylaws to be approved in writing by a specified person or persons other than the board. Such an article provision may only be amended with the approval in writing of the person or persons.
History: En. Sec. 121, Ch. 411, L. 1991.