reglab/statecodes huggingface dataset:
2023 Montana Code Annotated › Title 35. Corporations, Partnerships, and Associations › Chapter 17. Cooperative Agricultural Marketing › Part 4. Marketing Agreements › 35-17-408. Assignment of agreement as security for loans

35-17-408. Assignment of agreement as security for loans.
Such association shall have full power to transfer and assign all of its rights under such cooperative marketing agreement, containing the provisions specified in 35-17-407, as security for loans obtained by it. Such transfer and assignment may be by endorsement on the marketing agreement so filed for record or may be made by separate document which shall adequately describe the marketing agreement or the various agreements covered thereby. Any such assignment shall be eligible for record in the same manner as is herein provided for recording of cooperative agreements. Such assignments need not be acknowledged before a notary public or other officer or contain any affidavit of good faith or other formality but shall be signed in the name of the association by a duly authorized officer of the association and the corporate seal of the association shall be affixed. The assignee under any such assignment shall be subrogated to all the rights of the association under said cooperative marketing agreements and the provisions of this part.
History: En. Sec. 6, Ch. 34, L. 1927; re-en. Sec. 6449.6, R.C.M. 1935; R.C.M. 1947, 14-428.
2023 Montana Code Annotated › Title 35. Corporations, Partnerships, and Associations › Chapter 17. Cooperative Agricultural Marketing › Part 4. Marketing Agreements › 35-17-409. Fees of county clerk

35-17-409. Fees of county clerk.
(1) The fees payable to the county clerk and recorder shall be as follows:
(a) 50 cents for each agreement so filed for record;
(b) 50 cents for each certificate of prior liens and mortgages;
(c) 50 cents for certifying to copy of marketing agreements so filed for record;
(d) 50 cents for each assignment which is filed separately from the marketing agreement or agreements covered thereby.
(2) The county clerk and recorder shall index such agreements and assignments in the index of chattel mortgages.
History: En. Sec. 7, Ch. 34, L. 1927; re-en. Sec. 6449.7, R.C.M. 1935; R.C.M. 1947, 14-429.
2023 Montana Code Annotated › Title 35. Corporations, Partnerships, and Associations › Chapter 17. Cooperative Agricultural Marketing › Part 4. Marketing Agreements › 35-17-410. Agreements and arrangements with other associations

35-17-410. Agreements and arrangements with other associations.
Any association may upon resolution adopted by its board of directors enter into all necessary and proper stipulations, agreements, and contracts and arrangements with any other cooperative corporation, association, or associations formed in this or in any other state for the cooperative and more economical carrying on of its business or any part or parts thereof. Any two or more associations may by agreement between them unite in employing and using or may separately employ and use the same methods, means, and agencies for carrying on and conducting their respective businesses.
History: En. Sec. 19, Ch. 233, L. 1921; re-en. Sec. 6446, R.C.M. 1921; re-en. Sec. 6446, R.C.M. 1935; R.C.M. 1947, 14-419.
2023 Montana Code Annotated › Title 35. Corporations, Partnerships, and Associations › Chapter 17. Cooperative Agricultural Marketing › Part 5. Merger, Consolidation, and Sale of Assets › 35-17-501. Merger or consolidation authorized

35-17-501. Merger or consolidation authorized.
It is lawful for two or more cooperative associations formed, before or after July 1, 1977, under the laws of the state of Montana to merge or consolidate with each other. One or more such associations may merge or consolidate with one or more associations incorporated under the laws of another state relating to organization of cooperative associations by complying with the provisions of this chapter or with the applicable laws of the state where the surviving or new association has its principal place of business.
History: En. 14-431 by Sec. 5, Ch. 298, L. 1977; R.C.M. 1947, 14-431(1).
2023 Montana Code Annotated › Title 35. Corporations, Partnerships, and Associations › Chapter 17. Cooperative Agricultural Marketing › Part 5. Merger, Consolidation, and Sale of Assets › 35-17-502. Plan of merger or consolidation

35-17-502. Plan of merger or consolidation.
Before an association may merge or consolidate with any other association, a written plan of merger or consolidation shall be prepared by the board of directors of one or both associations, by a committee appointed for that purpose by the board of directors of one or both associations, or by a committee composed of at least 10% of the stockholders of one of the associations concerned. Such plan shall set forth all the terms of the merger or consolidation and the proposed effect thereof on each of the stockholders of the associations concerned. In the case of consolidation, the plan shall also contain a copy of the proposed articles for the new association to be formed.
History: En. 14-431 by Sec. 5, Ch. 298, L. 1977; R.C.M. 1947, 14-431(2).
2023 Montana Code Annotated › Title 35. Corporations, Partnerships, and Associations › Chapter 17. Cooperative Agricultural Marketing › Part 5. Merger, Consolidation, and Sale of Assets › 35-17-503. Meeting to consider plan -- notice

35-17-503. Meeting to consider plan -- notice.
(1) Notice of the proposed plan and, in the case of consolidation, of the proposed new articles shall be mailed to each stockholder of the associations to be affected thereby.
(2) The notice shall advise the stockholders of each association of the time and place that each association will meet, at which time the proposal shall be considered and voted upon by each association. The meetings may be held not less than 30 or more than 60 days after the mailing of notice. The plan shall be considered adopted if a quorum is present and two-thirds of those voting vote in its favor.
History: En. 14-431 by Sec. 5, Ch. 298, L. 1977; R.C.M. 1947, 14-431(3), (4).
2023 Montana Code Annotated › Title 35. Corporations, Partnerships, and Associations › Chapter 17. Cooperative Agricultural Marketing › Part 5. Merger, Consolidation, and Sale of Assets › 35-17-504. Filing of documents of merger or consolidation -- effective date

35-17-504. Filing of documents of merger or consolidation -- effective date.
(1) Within 30 days after the merger or consolidation plan has been adopted, documents of merger or consolidation setting forth the plan and the manner of adoption thereof shall be signed by the president or vice-president and by the secretary or assistant secretary of each association merging or consolidating and filed with the clerk and recorder of the county in which the principal office of the new or surviving association is located, if the office is in Montana, and with the Montana secretary of state.
(2) If the new or surviving association has its principal office in Montana, the merger or consolidation becomes effective as of the date of filing with the Montana secretary of state. If its principal office is outside the state of Montana, the merger or consolidation becomes effective upon full compliance with the laws of the state in which its principal office is located.
History: En. 14-431 by Sec. 5, Ch. 298, L. 1977; R.C.M. 1947, 14-431(5); amd. Sec. 158, Ch. 575, L. 1981; amd. Sec. 39, Ch. 174, L. 1983.
2023 Montana Code Annotated › Title 35. Corporations, Partnerships, and Associations › Chapter 17. Cooperative Agricultural Marketing › Part 5. Merger, Consolidation, and Sale of Assets › 35-17-505. Effect of merger or consolidation -- rights and obligations -- rights of creditors not impaired

35-17-505. Effect of merger or consolidation -- rights and obligations -- rights of creditors not impaired.
(1) On the effective date, the associations that are parties to a plan adopted pursuant to this part become a single association. In the case of a merger, the surviving association is that association designated in the plan. The articles and bylaws of the surviving association are amended to the extent provided in the documents setting forth the plan of merger. In the case of a consolidation, the new association is the association provided for in the plan. The separate existence of all associations that are parties to the plan, except the surviving or new association, then ceases.
(2) The surviving or new association possesses all the rights and all the property of each of the individual associations and is responsible for all their obligations. Title to any property is vested in the surviving or new association with no reversion or impairment of title caused by the merger or consolidation.
(3) The right of any creditor may not be impaired by the merger or consolidation without the creditor's consent.
History: En. 14-431 by Sec. 5, Ch. 298, L. 1977; R.C.M. 1947, 14-431(7); amd. Sec. 159, Ch. 575, L. 1981; amd. Sec. 1336, Ch. 56, L. 2009.
2023 Montana Code Annotated › Title 35. Corporations, Partnerships, and Associations › Chapter 17. Cooperative Agricultural Marketing › Part 5. Merger, Consolidation, and Sale of Assets › 35-17-506. Sale or disposition of assets

35-17-506. Sale or disposition of assets.
At any meeting, the stockholders of a cooperative association may authorize the disposition or sale of all or substantially all of the association's assets if notice that such disposition or sale will be considered at such meeting has been given to all persons entitled to vote thereon and if disposition or sale is approved by two-thirds of those stockholders voting at the meeting.
History: En. 14-431 by Sec. 5, Ch. 298, L. 1977; R.C.M. 1947, 14-431(6).
2023 Montana Code Annotated › Title 35. Corporations, Partnerships, and Associations › Chapter 17. Cooperative Agricultural Marketing › Part 5. Merger, Consolidation, and Sale of Assets › 35-17-507. Statute of limitations

35-17-507. Statute of limitations.
No action may be maintained to invalidate any sale, merger, or consolidation taken pursuant to this chapter because of the manner of its adoption unless the action is commenced within 2 years after the required filings have been made in relation to such corporate action or, if none is required, after the effective date of such corporate action.
History: En. 14-431 by Sec. 5, Ch. 298, L. 1977; R.C.M. 1947, 14-431(8).
2023 Montana Code Annotated › Title 35. Corporations, Partnerships, and Associations › Chapter 18. Rural Cooperative Utilities › Part 1. General › 35-18-101. Short title

35-18-101. Short title.
This chapter may be cited as the "Rural Electric and Telephone Cooperative Act".
History: En. Sec. 1, Ch. 172, L. 1939; amd. Sec. 1, Ch. 80, L. 1957; R.C.M. 1947, 14-501.
2023 Montana Code Annotated › Title 35. Corporations, Partnerships, and Associations › Chapter 18. Rural Cooperative Utilities › Part 1. General › 35-18-102. Definitions

35-18-102. Definitions.
In this chapter, unless the context otherwise requires, the following definitions apply:
(1) "Broadband" means transmission facilities capable of handling frequencies greater than those required for high-grade voice communication, higher than 4 kilohertz.
(2) "Cable television system" means a system that receives and amplifies the signals broadcast by one or more television stations and redistributes the signals to subscribing members of the public for a fixed or periodic fee by wire, cable, microwave, or other means, whether the means are owned or leased.
(3) "Cooperative" means a corporation organized under this chapter or a corporation that becomes subject to the provisions of this chapter.
(4) "Member" means each incorporator of a cooperative and each person admitted to and retaining membership in a cooperative as provided by the articles of incorporation or bylaws of the cooperative, including persons admitted to joint membership.
(5) "Person" includes any natural person, firm, association, corporation, business trust, partnership, federal agency, state or political subdivision or an agency of a state or political subdivision, or other organization or group of persons.
(6) "Present" or "presence" includes in-person or any form of presence utilizing remote communication authorized by a cooperative's articles or bylaws.
(7) "Remote communication" includes communication made electronically, by conference telephone call, internet, remote technology, or other communication through which all participants in the meeting have the opportunity to read or hear the proceedings substantially concurrently with their occurrence, vote on matters submitted to the members, pose questions, and make comments.
(8) "Rural area", as applied to all corporations organized under the provisions of 35-18-105(1), means:
(a) an area not included within the boundaries of an incorporated or unincorporated city, town, village, or borough having a population in excess of 3,500 persons on March 17, 1939, or subsequent to March 17, 1939;
(b) an incorporated municipality in which 95% or more of the premises are served by an electric cooperative on February 1, 1971;
(c) a former rural area annexed by a municipality and subject to 69-5-109; or
(d) an incorporated municipality that was served by a public utility that sold the public utility's distribution facilities within that municipality to an electric cooperative after January 1, 1998.
History: (1)En. Sec. 2, Ch. 172, L. 1939; amd. Sec. 2, Ch. 80, L. 1957; amd. Sec. 9, Ch. 7, L. 1971; Sec. 14-502, R.C.M. 1947; (2)En. Sec. 30, Ch. 172, L. 1939; amd. Sec. 1, Ch. 151, L. 1949; amd. Sec. 9, Ch. 80, L. 1957; amd. Sec. 10, Ch. 7, L. 1971; Sec. 14-530, R.C.M. 1947; R.C.M. 1947, 14-502(part), 14-530; amd. Sec. 1, Ch. 237, L. 1979; amd. Sec. 1, Ch. 208, L. 1981; amd. Sec. 2, Ch. 168, L. 1987; amd. Sec. 2, Ch. 406, L. 2001; amd. Sec. 1, Ch. 74, L. 2021.
2023 Montana Code Annotated › Title 35. Corporations, Partnerships, and Associations › Chapter 18. Rural Cooperative Utilities › Part 1. General › 35-18-103. Construction

35-18-103. Construction.
This chapter shall be construed liberally. The enumeration of any object, purpose, power, manner, method, or thing shall not be deemed to exclude like or similar objects, purposes, powers, manners, methods, or things.
History: En. Sec. 31, Ch. 172, L. 1939; R.C.M. 1947, 14-531.
2023 Montana Code Annotated › Title 35. Corporations, Partnerships, and Associations › Chapter 18. Rural Cooperative Utilities › Part 1. General › 35-18-104. Exemption from jurisdiction of public service commission

35-18-104. Exemption from jurisdiction of public service commission.
Cooperatives and foreign corporations transacting business in this state pursuant to this chapter are exempt in all respects from the jurisdiction and control of the public service commission of this state.
History: En. Sec. 29, Ch. 172, L. 1939; R.C.M. 1947, 14-529; amd. Sec. 3, Ch. 406, L. 2001; amd. Sec. 1, Ch. 234, L. 2007.
2023 Montana Code Annotated › Title 35. Corporations, Partnerships, and Associations › Chapter 18. Rural Cooperative Utilities › Part 1. General › 35-18-105. Permissible purposes for incorporation

35-18-105. Permissible purposes for incorporation.
Cooperative nonprofit membership corporations may be organized under this chapter:
(1) for the purpose of supplying electrical energy and promoting and extending the use of electrical energy in rural areas, as provided in this chapter;
(2) for the purposes of making generally available adequate telephone service, cable television service, or broadband facilities through the improvement and expansion of existing telephone, cable television, or broadband facilities and the construction and operation of additional facilities as are required to ensure the availability of service to the widest practicable number of users of telephone service, cable television service, or broadband facilities; and
(3) for purposes allowable under federal authorization, including rural economic development activities.
History: En. Sec. 2, Ch. 172, L. 1939; amd. Sec. 2, Ch. 80, L. 1957; amd. Sec. 9, Ch. 7, L. 1971; R.C.M. 1947, 14-502(part); amd. Sec. 2, Ch. 237, L. 1979; amd. Sec. 1, Ch. 254, L. 1985; amd. Sec. 3, Ch. 168, L. 1987; amd. Sec. 1, Ch. 61, L. 1993; amd. Sec. 41, Ch. 7, L. 2001.
2023 Montana Code Annotated › Title 35. Corporations, Partnerships, and Associations › Chapter 18. Rural Cooperative Utilities › Part 1. General › 35-18-107. Foreign corporations

35-18-107. Foreign corporations.
(1) Any corporation organized under the laws of a state adjacent to this state on a nonprofit or a cooperative basis for the purpose of supplying electrical energy in rural areas and owning and operating electric transmission or distribution lines in that state is permitted to extend its lines into and transact business in this state without complying with any statute of this state pertaining to the qualification of foreign corporations for the transaction of business in this state.
(2) The foreign corporation, as a prerequisite to the extension of its lines into and the transaction of business in this state, shall, by an instrument executed and acknowledged in its behalf by its president or vice president under its corporate seal attested by its secretary, designate the secretary of state its agent to accept service of process in its behalf. In the event that any process is served upon the secretary of state, the secretary of state shall as soon as possible forward the process by certified mail to the corporation at the address of the corporation specified in the instrument.
(3) The corporation may sue and be sued in the courts of this state to the same extent that a cooperative may sue or be sued in the courts.
(4) The corporation may secure its notes, bonds, or other evidences of indebtedness by mortgage, pledge, deed of trust, or other encumbrance upon any or all of its then-owned or after-acquired real or personal property, assets, or franchises located or to be located in this state and also upon the revenue and income to be derived from them.
History: En. Sec. 26, Ch. 172, L. 1939; R.C.M. 1947, 14-526; amd. Sec. 43, Ch. 7, L. 2001.
2023 Montana Code Annotated › Title 35. Corporations, Partnerships, and Associations › Chapter 18. Rural Cooperative Utilities › Part 1. General › 35-18-108. Waiver of notice

35-18-108. Waiver of notice.
(1) Whenever any notice is required to be given under the provisions of this chapter or under the provisions of the articles of incorporation or bylaws of a cooperative, waiver thereof in writing, signed by the person or persons entitled to such notice whether before or after the time fixed for the giving of such notice, shall be deemed equivalent to such notice.
(2) If a person or persons entitled to notice of a meeting shall attend such meeting, such attendance shall constitute a waiver of notice of the meeting, except in case the attendance is for the express purpose of objecting to the transaction of any business because the meeting shall not have been lawfully called or convened.
History: En. Sec. 24, Ch. 172, L. 1939; R.C.M. 1947, 14-524.
2023 Montana Code Annotated › Title 35. Corporations, Partnerships, and Associations › Chapter 18. Rural Cooperative Utilities › Part 1. General › 35-18-109. No area restriction -- telephone cooperatives

35-18-109. No area restriction -- telephone cooperatives.
A telephone cooperative, regardless of when it was organized pursuant to 35-18-105, is not restricted by population of area served or other criteria to any area of service.
History: En. Sec. 1, Ch. 168, L. 1987.
2023 Montana Code Annotated › Title 35. Corporations, Partnerships, and Associations › Chapter 18. Rural Cooperative Utilities › Part 2. Formation -- Articles of Incorporation -- Bylaws › 35-18-201. Name

35-18-201. Name.
(1) The name of each cooperative shall include the words "electric" or "telephone" and "cooperative" and the abbreviation "Inc."; provided, however, such limitations shall not apply if, in an affidavit made by the president or vice-president of a cooperative and filed with the secretary of state, it shall appear that the cooperative desires to transact business in another state and is precluded therefrom by reason of its name.
(2) The name of a cooperative shall distinguish it from the name of any other corporation organized under the laws of or authorized to transact business in this state.
(3) The words "electric" or "telephone" and "cooperative" shall not both be used in the name of any corporation organized under the laws of or authorized to transact business in this state, except a cooperative or a corporation transacting business in this state pursuant to the provisions of this chapter.
History: En. Sec. 4, Ch. 172, L. 1939; amd. Sec. 4, Ch. 80, L. 1957; R.C.M. 1947, 14-504.
2023 Montana Code Annotated › Title 35. Corporations, Partnerships, and Associations › Chapter 18. Rural Cooperative Utilities › Part 2. Formation -- Articles of Incorporation -- Bylaws › 35-18-202. Incorporators

35-18-202. Incorporators.
Five or more natural persons or two or more cooperatives may organize a cooperative in the manner hereinafter provided.
History: En. Sec. 5, Ch. 172, L. 1939; R.C.M. 1947, 14-505.
2023 Montana Code Annotated › Title 35. Corporations, Partnerships, and Associations › Chapter 18. Rural Cooperative Utilities › Part 2. Formation -- Articles of Incorporation -- Bylaws › 35-18-203. Articles of incorporation

35-18-203. Articles of incorporation.
(1) The articles of incorporation of a cooperative must state in the caption that the articles of incorporation are executed pursuant to this chapter, must be signed by each of the incorporators, and must state:
(a) the name of the cooperative;
(b) the address of its principal office;
(c) the names and addresses of the incorporators;
(d) the names and addresses of the persons who constitute its first board of trustees; and
(e) any provisions not inconsistent with this chapter considered necessary or advisable for the conduct of its business and affairs.
(2) In addition to provisions required in subsection (1), the articles of incorporation may also contain:
(a) provisions not inconsistent with law regarding liability as provided in 35-14-202; and
(b) provisions for classification of members in a cooperative.
(3) A cooperative's articles of incorporation must be submitted to the secretary of state for filing as provided in this chapter.
(4) It is not necessary to include in the articles of incorporation of a cooperative the purpose for which it is organized or any of the corporate powers vested in a cooperative under this chapter.
History: En. Sec. 6, Ch. 172, L. 1939; R.C.M. 1947, 14-506; amd. Sec. 40, Ch. 174, L. 1983; amd. Sec. 6, Ch. 559, L. 1987; amd. Sec. 211, Ch. 368, L. 1991; amd. Sec. 4, Ch. 406, L. 2001; amd. Sec. 265, Ch. 271, L. 2019.
2023 Montana Code Annotated › Title 35. Corporations, Partnerships, and Associations › Chapter 18. Rural Cooperative Utilities › Part 2. Formation -- Articles of Incorporation -- Bylaws › 35-18-204. Amendment of articles of incorporation

35-18-204. Amendment of articles of incorporation.
A cooperative may amend its articles of incorporation by complying with the following requirements:
(1) The proposed amendment shall be first approved by the board of trustees and shall then be submitted to a vote of the members at any annual or special meeting thereof, the notice of which shall set forth the proposed amendment. The proposed amendment, with such changes as the members shall choose to make therein, shall be deemed to be approved on the affirmative vote of not less than two-thirds of those members voting thereon at such meeting.
(2) Upon such approval by the members, articles of amendment shall be executed on behalf of the cooperative by its president or vice-president and its corporate seal shall be affixed thereto and attested by its secretary. The articles of amendment shall recite in the caption that they are executed pursuant to this chapter and shall state:
(a) the name of the cooperative;
(b) the address of its principal office;
(c) the date of the filing of its articles of incorporation in the office of the secretary of state; and
(d) the amendment to its articles of incorporation.
(3) The president or vice-president executing such articles of amendment shall also make and annex thereto an affidavit stating that the provisions of this section were duly complied with.
(4) Such articles of amendment and affidavit shall be submitted to the secretary of state for filing as provided in this chapter.
History: En. Sec. 12, Ch. 172, L. 1939; R.C.M. 1947, 14-512(a); amd. Sec. 41, Ch. 174, L. 1983.
2023 Montana Code Annotated › Title 35. Corporations, Partnerships, and Associations › Chapter 18. Rural Cooperative Utilities › Part 2. Formation -- Articles of Incorporation -- Bylaws › 35-18-205. Change of principal office without amendment

35-18-205. Change of principal office without amendment.
A cooperative may, without amending its articles of incorporation, upon authorization of its board of trustees, change the location of its principal office by filing a certificate of change of principal office executed by its president or vice-president, under its seal attested by its secretary, in the office of the secretary of state and also in each county office in which its articles of incorporation or any prior certificate of change of principal office of such cooperative has been filed and paying the fees prescribed in this chapter in connection therewith. Such cooperative shall also, within 30 days after the filing of such certificate of change of principal office in any county office, file therein certified copies of its articles of incorporation and all amendments thereto, if not already on file therein.
History: En. Sec. 12, Ch. 172, L. 1939; R.C.M. 1947, 14-512(b); amd. Sec. 42, Ch. 174, L. 1983.
2023 Montana Code Annotated › Title 35. Corporations, Partnerships, and Associations › Chapter 18. Rural Cooperative Utilities › Part 2. Formation -- Articles of Incorporation -- Bylaws › 35-18-207. Bylaws

35-18-207. Bylaws.
(1) The original bylaws of a cooperative must be adopted by its board of trustees.
(2) (a) Except as provided in subsection (2)(b), after adoption of original bylaws, the bylaws must be adopted, amended, or repealed by its members.
(b) If bylaws do not enable remote communication, the board may hold a remote meeting of the members for the purpose of member consideration of bylaw changes needed to authorize the board, at its discretion, to utilize remote communication.
(3) The bylaws must set forth the rights and duties of members and trustees and may contain other provisions for the regulation and management of the affairs of the cooperative not inconsistent with this chapter or with the articles of incorporation.
History: En. Sec. 7, Ch. 172, L. 1939; R.C.M. 1947, 14-507; amd. Sec. 2, Ch. 74, L. 2021.
2023 Montana Code Annotated › Title 35. Corporations, Partnerships, and Associations › Chapter 18. Rural Cooperative Utilities › Part 3. Operation -- Members, Trustees, and Officers › 35-18-301. Members

35-18-301. Members.
(1) A person who is not an incorporator may not become a member of a cooperative unless that person agrees to use electrical energy, electrical energy delivery services, or telephone service as provided by the cooperative's bylaws.
(2) Membership in the cooperative is not transferable, except as provided in the bylaws. The articles of incorporation or the bylaws may allow joint membership and may prescribe additional qualifications, limitations, rights, and obligations in respect to any membership and membership class, including but not limited to the number of trustees that each class or membership or class or classes of membership within a voting district under 35-18-313 are entitled to elect.
(3) The articles of incorporation or the bylaws of a cooperative may provide for classifications of members in a cooperative.
(4) Members or a class or classes of members may designate voting delegates, as provided by 35-18-313 and the cooperative's bylaws, and may vote through their designated voting delegates. The bylaws may provide that each classification of members may designate a different number and method for selecting and governing voting delegates.
History: En. Sec. 8, Ch. 172, L. 1939; amd. Sec. 5, Ch. 80, L. 1957; R.C.M. 1947, 14-508(a); amd. Sec. 45, Ch. 7, L. 2001; amd. Sec. 5, Ch. 406, L. 2001.
2023 Montana Code Annotated › Title 35. Corporations, Partnerships, and Associations › Chapter 18. Rural Cooperative Utilities › Part 3. Operation -- Members, Trustees, and Officers › 35-18-302. Nonliability of members, trustees, and officers for debts of cooperative

35-18-302. Nonliability of members, trustees, and officers for debts of cooperative.
(1) The private property of the members of a cooperative is exempt from execution for the debts of the cooperative, and a member is not liable or responsible for any debts or obligations of the cooperative.
(2) A trustee or officer of a cooperative or acting for a cooperative is not personally liable to the cooperative or its members for any actions taken or a failure to take action as a trustee or officer unless:
(a) the trustee or officer fails to perform the trustee's or officer's responsibilities, including those provided in 35-18-325 and 35-18-326; and
(b) the failure to perform constitutes willful misconduct or recklessness.
History: En. Sec. 22, Ch. 172, L. 1939; R.C.M. 1947, 14-522; amd. Sec. 10, Ch. 173, L. 2001.
2023 Montana Code Annotated › Title 35. Corporations, Partnerships, and Associations › Chapter 18. Rural Cooperative Utilities › Part 3. Operation -- Members, Trustees, and Officers › 35-18-303. Meetings of members -- general and special -- place -- notice -- quorum -- voting

35-18-303. Meetings of members -- general and special -- place -- notice -- quorum -- voting.
(1) An annual meeting of the members must be held at a time provided in the bylaws.
(2) Special meetings of the members may be called by the board of trustees, by any three trustees, by not less than 10% of the members, or by the president.
(3) Meetings of members must be held as provided in the bylaws. In the absence of a provision, all meetings must be held as determined by the board of trustees.
(4) Except as otherwise provided in this chapter, written or printed notice stating the time and place of each meeting of members and, in the case of a special meeting, the purpose or purposes for which the meeting is called must be given to each member, either personally, by mail, or by another method not less than 10 or more than 25 days before the date of the meeting.
(5) Five percent of all members present or 50 members present, whichever is fewer, constitutes a quorum for the transaction of business at all meetings of the members, but the bylaws may prescribe the presence of a greater percentage or number of the members for a quorum. If less than a quorum is present at any meeting, a majority of those present may adjourn the meeting from time to time without further notice.
(6) Each member is entitled to one vote on each matter submitted to a vote at a meeting. Voting is by members present but, if the bylaws provide, may also be by proxy, by mail, by electronic voting, or by any combination of the three. If the bylaws provide for voting by proxy, by mail, or by electronic voting, they must also prescribe the conditions under which proxy, mail, or electronic voting, or any combination of the three is exercised. In any event, a person may not vote as a proxy for more than three members at a meeting of the members.
History: En. Sec. 8, Ch. 172, L. 1939; amd. Sec. 5, Ch. 80, L. 1957; R.C.M. 1947, 14-508(b) thru (g); amd. Sec. 1, Ch. 131, L. 1981; amd. Sec. 3, Ch. 74, L. 2021.
2023 Montana Code Annotated › Title 35. Corporations, Partnerships, and Associations › Chapter 18. Rural Cooperative Utilities › Part 3. Operation -- Members, Trustees, and Officers › 35-18-304. Initiative by members -- approval of trustees not required

35-18-304. Initiative by members -- approval of trustees not required.
(1) Notwithstanding any other provision of this chapter, there shall be submitted to the members of a cooperative any proposition embodied in a petition signed by not less than 10% of its members, together with any document submitted with such petition to give the effect to the proposition, either at a special meeting of the members held within 45 days after the presentation of such petition or, if the date of the next annual meeting of members falls within 90 days after such presentation or if the petition so requests, at such annual meeting.
(2) The approval of the board of trustees shall not be required in respect of any proposition or document submitted to the members pursuant to this section and approved by them, but such proposition or document shall be subject to all other applicable provisions of this chapter. The affidavit or affidavits required to be filed with any such document pursuant to applicable provisions of this chapter shall, in such case, be modified to show compliance with the provisions of this section.
History: En. Sec. 17, Ch. 172, L. 1939; R.C.M. 1947, 14-517.
2023 Montana Code Annotated › Title 35. Corporations, Partnerships, and Associations › Chapter 18. Rural Cooperative Utilities › Part 3. Operation -- Members, Trustees, and Officers › 35-18-311. Board of trustees -- number -- qualifications -- removal -- compensation -- husband and wife

35-18-311. Board of trustees -- number -- qualifications -- removal -- compensation -- husband and wife.
(1) The business and affairs of a cooperative must be managed by a board of not less than five trustees, each of whom must be a member of the cooperative or of another cooperative that is a member of the cooperative. The bylaws must prescribe the number of trustees, their qualifications, other than those provided for in this chapter, the manner of holding meetings of the board of trustees and of the election of successors to trustees who resign, die, or are otherwise incapable of acting. The bylaws may also provide for the removal of trustees from office and for the election of their successors.
(2) Without approval of the membership, trustees:
(a) may not receive any salaries for their services as trustees, except trustees may receive the same insurance coverage provided to cooperative employees; and
(b) except in emergencies, may not be employed by the cooperative in any capacity involving compensation.
(3) The bylaws may provide that the board of trustees may establish a fixed sum, including expenses of attendance, if any, to be allowed for:
(a) attendance at each meeting of the board of trustees or any committee of the board of trustees; or
(b) representing the cooperative at any meeting or on any business whenever representation has been approved by the board.
(4) If a husband and wife hold joint membership in a cooperative, either one but not both may be elected a trustee.
(5) The policies of the cooperative may provide that benefits provided to employees may be extended to trustees.
History: En. Sec. 9, Ch. 172, L. 1939; amd. Sec. 1, Ch. 208, L. 1965; R.C.M. 1947, 14-509(a), (d); amd. Sec. 1, Ch. 237, L. 1981; amd. Sec. 1, Ch. 41, L. 1993.
2023 Montana Code Annotated › Title 35. Corporations, Partnerships, and Associations › Chapter 18. Rural Cooperative Utilities › Part 3. Operation -- Members, Trustees, and Officers › 35-18-312. Trustees -- term -- quorum -- powers

35-18-312. Trustees -- term -- quorum -- powers.
(1) The trustees of a cooperative named in any articles of incorporation, consolidation, merger, or conversion hold office until the next annual meeting of the members or until their successors have been elected and qualified. At each annual meeting or, in case of failure to hold the annual meeting as specified in the bylaws, at a special meeting called for that purpose, the members shall elect trustees who may serve for 1-, 2-, or 3-year terms. Each trustee holds office for the term for which the trustee is elected or until a successor is elected and qualified.
(2) A majority of the board of trustees constitutes a quorum.
(3) The board of trustees may exercise all of the powers of a cooperative, except powers that are conferred upon the members by this chapter or its articles of incorporation or bylaws.
History: En. Sec. 9, Ch. 172, L. 1939; amd. Sec. 1, Ch. 208, L. 1965; R.C.M. 1947, 14-509(b), (c), (e); amd. Sec. 1337, Ch. 56, L. 2009.
2023 Montana Code Annotated › Title 35. Corporations, Partnerships, and Associations › Chapter 18. Rural Cooperative Utilities › Part 3. Operation -- Members, Trustees, and Officers › 35-18-313. Voting districts

35-18-313. Voting districts.
(1) (a) For corporations organized under the provisions of 35-18-105(2), notwithstanding any other provisions of this chapter, the bylaws may provide that the territory in which a cooperative supplies telephone service to members must be divided into two or more voting districts and that in respect to each voting district:
(i) the members residing in the voting district shall elect a designated number of trustees;
(ii) the members residing in the voting district shall elect a designated number of delegates; or
(iii) the members shall elect both trustees and delegates.
(b) The bylaws must prescribe the manner in which the voting districts and the members of those voting districts and the delegates and trustees, if any, elected from those voting districts are to function and the powers of the delegates, which may include the power to elect trustees.
(c) A member present at any voting district meeting and a delegate present at any meeting may not vote by proxy or by mail.
(2) (a) For corporations organized under the provisions of 35-18-105(1), notwithstanding any other provisions of this chapter, the bylaws may provide that the territory or geographic area in which a cooperative operates to serve members, or a class or classes of members, must be divided into two or more voting districts and that in respect to each voting district:
(i) the members or the members of a membership class or classes residing in the voting district shall elect a designated number of trustees;
(ii) the members or the members of a membership class or classes residing in the voting district shall elect a designated number of delegates; or
(iii) the members or the members of a membership class or classes shall elect both trustees and delegates.
(b) This section does not restrict or prohibit a cooperative from using any combination of voting districts based on members or classes of members within a territory or geographical area or voting districts at large based on members or classes of members using one or more kinds of service or product provided by the cooperative.
(c) The bylaws must prescribe the manner in which the voting districts and the trustees and delegates, if any, elected from those voting districts shall function and the powers of the delegates, which may include the power to elect trustees and adopt, amend, or repeal the bylaws of a cooperative.
(d) A member present at any voting district meeting and a delegate present at any meeting may not vote by proxy or by mail.
History: En. Sec. 10, Ch. 172, L. 1939; amd. Sec. 6, Ch. 80, L. 1957; R.C.M. 1947, 14-510; amd. Sec. 46, Ch. 7, L. 2001; amd. Sec. 6, Ch. 406, L. 2001.
2023 Montana Code Annotated › Title 35. Corporations, Partnerships, and Associations › Chapter 18. Rural Cooperative Utilities › Part 3. Operation -- Members, Trustees, and Officers › 35-18-314. Officers

35-18-314. Officers.
The officers of a cooperative consist of a president, vice president, secretary, and treasurer who must be elected annually by and from the board of trustees. A person may not continue to hold any office after the person ceases to be a trustee. The offices of secretary and of treasurer may be held by the same person. The board of trustees may also elect or appoint other officers, agents, or employees that it considers necessary or advisable and shall prescribe the powers and duties of those offices. Any officer may be removed from office and a successor elected in the manner prescribed in the bylaws.
History: En. Sec. 11, Ch. 172, L. 1939; R.C.M. 1947, 14-511; amd. Sec. 1338, Ch. 56, L. 2009.
2023 Montana Code Annotated › Title 35. Corporations, Partnerships, and Associations › Chapter 18. Rural Cooperative Utilities › Part 3. Operation -- Members, Trustees, and Officers › 35-18-315. Authority to take acknowledgments -- officer, trustee, or member

35-18-315. Authority to take acknowledgments -- officer, trustee, or member.
No person who is authorized to take acknowledgments under the laws of this state shall be disqualified from taking acknowledgments of instruments executed in favor of a cooperative or to which it is a party by reason of being an officer, director, or member of such cooperative.
History: En. Sec. 25, Ch. 172, L. 1939; R.C.M. 1947, 14-525.
2023 Montana Code Annotated › Title 35. Corporations, Partnerships, and Associations › Chapter 18. Rural Cooperative Utilities › Part 3. Operation -- Members, Trustees, and Officers › 35-18-317. Disposition or encumbrance of property

35-18-317. Disposition or encumbrance of property.
(1) (a) Except as provided in subsection (2) and in accordance with 35-18-318, a cooperative may not sell, mortgage, lease, or otherwise dispose of or encumber all or any substantial portion of its property unless the sale, mortgage, lease, or other disposition or encumbrance is:
(i) authorized at a duly held meeting of cooperative members;
(ii) approved by not less than two-thirds of all the members of the cooperative; and
(iii) described in the notice of the meeting.
(b) For the purposes of this section, as the term applies to a telephone cooperative, "substantial portion" means 20% or more of the net book value of the telephone cooperative as disclosed in its audited financial statements as of the close of its most recent fiscal year.
(2) Except as provided in 35-18-318, the board of trustees of a cooperative, without authorization by the cooperative members, may:
(a) authorize the execution and delivery of a mortgage or mortgages or a deed or deeds of trust upon or the pledging or encumbrancing of any or all of:
(i) the property, assets, rights, privileges, licenses, franchises, and permits of the cooperative, whether acquired or to be acquired and wherever situated; and
(ii) the revenue and income from the property, assets, rights, privileges, licenses, franchises, and permits; and
(b) determine the terms and conditions necessary to secure any indebtedness of the cooperative to:
(i) the United States of America;
(ii) any instrumentality or agency of the United States; or
(iii) any other financing sources within the United States.
(3) Before a meeting is held to vote on authorization of disposition of cooperative property, the board of trustees shall:
(a) have the property appraised by three appraisers chosen by the board and not associated with the cooperative or a proposed buyer of cooperative property;
(b) notify all cooperative members, at least 90 days in advance, of a meeting to vote on disposition of cooperative property. Detailed proposals for disposition of the property must accompany the notice.
(c) at least 30 days before the meeting, notify all other cooperatives situated and operating in the state that the property is available for disposition and include with the notice one copy of each appraisal on the cooperative property; and
(d) at least 30 days before the meeting, mail to all members any alternative proposal made by cooperative members if it has been submitted to the board and signed by 50 or more members.
(4) The vote on property disposition may take place at an annual meeting if the board notifies the members as provided in this section.
(5) This section does not apply to the transfer of cooperative property in a merger or consolidation of cooperatives.
History: En. Sec. 21, Ch. 172, L. 1939; amd. Sec. 1, Ch. 17, L. 1971; R.C.M. 1947, 14-521; amd. Sec. 1, Ch. 289, L. 1987; amd. Sec. 1, Ch. 55, L. 2013; amd. Sec. 1, Ch. 130, L. 2017.
2023 Montana Code Annotated › Title 35. Corporations, Partnerships, and Associations › Chapter 18. Rural Cooperative Utilities › Part 3. Operation -- Members, Trustees, and Officers › 35-18-325. Duties of trustees and officers

35-18-325. Duties of trustees and officers.
(1) A trustee or officer shall discharge the duties of the office, including the trustee's or officer's duties as a member of any committee:
(a) in good faith;
(b) with the care that an ordinarily prudent person in a similar position would exercise under similar circumstances; and
(c) in a manner that the trustee or officer reasonably believes to be in the best interest of the cooperative.
(2) In discharging duties, a trustee or officer is entitled to rely on factual information, opinions, reports, or statements, including but not limited to financial statements and other financial information, if prepared and presented by:
(a) one or more officers or employees of the cooperative whom the trustee or officer reasonably believes to be reliable and competent in the subject matter presented;
(b) attorneys, public accountants, engineers, or other persons with regard to subject matters that the trustee or officer reasonably believes are within the person's professional or expert competence; or
(c) a committee of the board of trustees or officers of which the trustee or officer is not a member if the trustee or officer reasonably believes that the committee merits confidence.
(3) A trustee or officer is not acting in good faith if the trustee or officer has knowledge concerning the matter in question that makes reliance otherwise permitted by subsection (2) unwarranted.
(4) A trustee or officer is not liable for any action taken as a trustee or officer or for any failure to take any action if the trustee or officer performs the duties of the office in compliance with this section.
History: En. Sec. 1, Ch. 173, L. 2001.
2023 Montana Code Annotated › Title 35. Corporations, Partnerships, and Associations › Chapter 18. Rural Cooperative Utilities › Part 3. Operation -- Members, Trustees, and Officers › 35-18-326. Trustee or officer conflict of interest

35-18-326. Trustee or officer conflict of interest.
(1) A conflict of interest transaction is a transaction with the cooperative in which a trustee of the cooperative has a direct or indirect interest. A conflict of interest transaction is not voidable and may not be the basis for imposing liability on the trustee or officer if the transaction was fair at the time the transaction was entered into.
(2) If a trustee or officer has a conflict of interest relating to a transaction, the trustee or officer:
(a) shall disclose to the trustees or members voting on the transaction the existence and nature of the conflict of interest and all facts known to the trustee with respect to the subject matter of the transaction that an ordinarily prudent person would reasonably believe to be material to a judgment about whether or not to proceed with the transaction; and
(b) may not participate, directly or indirectly, in the vote on the transaction.
(3) For the purposes of this section, a trustee or officer of a cooperative has an indirect interest in a transaction if:
(a) another entity in which the trustee or officer has a material interest or in which the trustee or officer is a general partner is a party to the transaction; or
(b) another entity, other than a cooperative or corporation of which the cooperative is a member or shareholder, of which the trustee or officer is a director, officer, or trustee is a party to the transaction.
(4) (a) Except as provided in subsection (4)(b), a conflict of interest transaction is authorized, approved, or ratified if the transaction receives the affirmative vote of a majority of the trustees or officers on the board or committee who do not have a direct or indirect interest in the transaction.
(b) A transaction may not be authorized, approved, or ratified by a single trustee or officer.
(c) If a majority of the trustees or officers on the board or committee who do not have a direct or indirect conflict of interest in the transaction vote to authorize, approve, or ratify the transaction, a quorum is present for the purpose of taking action on the transaction.
(d) The presence of or vote cast by a trustee with a direct or indirect interest in the transaction does not affect the validity of any action taken under this section if the transaction is authorized, approved, or ratified as provided in this section.
(5) The articles or bylaws of the cooperative may impose additional requirements on conflict of interest transactions.
History: En. Sec. 2, Ch. 173, L. 2001.