reglab/statecodes huggingface dataset:
2023 Montana Code Annotated › Title 35. Corporations, Partnerships, and Associations › Chapter 14. Montana Business Corporation Act › Part 8. Directors and Officers › 35-14-862. Directors' action

35-14-862. Directors' action.
(1) Directors' action respecting a director's conflicting interest transaction is effective for purposes of 35-14-861(2)(a) if the transaction has been authorized by the affirmative vote of a majority, but no fewer than two, of the qualified directors who voted on the transaction after required disclosure by the conflicted director of information not already known by the qualified directors or after modified disclosure in compliance with subsection (2), provided that:
(a) the qualified directors have deliberated and voted outside the presence of and without participation by any other director; and
(b) if the action has been taken by a board committee, all members of the committee were qualified directors and either:
(i) the committee was composed of all the qualified directors on the board of directors; or
(ii) the members of the committee were appointed by the affirmative vote of a majority of the qualified directors on the board of directors.
(2) Notwithstanding subsection (1), when a transaction is a director's conflicting interest transaction only because a related person of the director is a party to or has a material financial interest in the transaction, the conflicted director is not obligated to make required disclosure to the extent that the director reasonably believes that doing so would violate a duty imposed under law, a legally enforceable obligation of confidentiality, or a professional ethics rule if the conflicted director discloses to the qualified directors voting on the transaction:
(a) all information required to be disclosed that is not violative of the duty, obligation, or rule;
(b) the existence and nature of the director's conflicting interest; and
(c) the nature of the conflicted director's duty not to disclose the confidential information.
(3) A majority, but no fewer than two, of all the qualified directors on the board of directors or on the board committee constitutes a quorum for purposes of action that complies with this section.
(4) If directors' action under this section does not satisfy a quorum or voting requirement applicable to the authorization of the transaction by reason of the articles of incorporation or bylaws or a provision of law, independent action to satisfy those authorization requirements must be taken by the board of directors or a board committee, in which directors who are not qualified directors may participate.
History: En. Sec. 131, Ch. 271, L. 2019.
2023 Montana Code Annotated › Title 35. Corporations, Partnerships, and Associations › Chapter 14. Montana Business Corporation Act › Part 8. Directors and Officers › 35-14-870. Business opportunities

35-14-870. Business opportunities.
(1) If a director or officer pursues or takes advantage of a business opportunity directly, or indirectly through or on behalf of another person, that action may not be the subject of equitable relief or give rise to an award of damages or other sanctions against the director, officer, or other person in a proceeding by or in the right of the corporation on the ground that the opportunity should have first been offered to the corporation if:
(a) before the director, officer, or other person becomes legally obligated respecting the opportunity, the director or officer brings it to the attention of the corporation and either:
(i) action by qualified directors disclaiming the corporation's interest in the opportunity is taken in compliance with the procedures set forth in 35-14-862; or
(ii) shareholders' action disclaiming the corporation's interest in the opportunity is taken in compliance with the procedures set forth in 35-14-863, in either case as if the decision being made concerned a director's conflicting interest transaction, except that rather than making required disclosure as defined in 35-14-860, the director or officer must have made prior disclosure to those acting on behalf of the corporation of all material facts concerning the business opportunity known to the director or officer; or
(b) the duty to offer the corporation the business opportunity has been limited or eliminated pursuant to a provision of the articles of incorporation adopted and, if required, made effective by action of qualified directors in accordance with 35-14-202(2)(f).
(2) In any proceeding seeking equitable relief or other remedies based on an alleged improper pursuit or taking advantage of a business opportunity by a director or officer directly, or indirectly through or on behalf of another person, the fact that the director or officer did not employ the procedure described in subsection (1)(a)(i) or (1)(a)(ii) before pursuing or taking advantage of the opportunity does not create an implication that the opportunity should have been first presented to the corporation or alter the burden of proof otherwise applicable to establish that the director or officer breached a duty to the corporation in the circumstances.
History: En. Sec. 133, Ch. 271, L. 2019.
2023 Montana Code Annotated › Title 35. Corporations, Partnerships, and Associations › Chapter 14. Montana Business Corporation Act › Part 9. Domestication and Conversion › 35-14-901. Definitions -- domestication -- conversion

35-14-901. Definitions -- domestication -- conversion.
As used in this part, the following definitions apply:
(1) "Conversion" means a transaction pursuant to 35-14-930 through 35-14-935.
(2) "Converted entity" means the converting entity as it continues in existence after a conversion.
(3) "Converting entity" means the domestic corporation or eligible entity that approves a plan of conversion pursuant to 35-14-932 or the foreign eligible entity that approves a conversion pursuant to the organic law of the eligible entity.
(4) "Domesticated corporation" means the domesticating corporation as it continues in existence after a domestication.
(5) "Domesticating corporation" means the domestic corporation that approves a plan of domestication pursuant to 35-14-921 or the foreign corporation that approves a domestication pursuant to the organic law of the foreign corporation.
(6) "Domestication" means a transaction pursuant to 35-14-920 through 35-14-924.
(7) "Protected agreement" means:
(a) a document evidencing indebtedness of a domestic corporation or eligible entity and any related agreement in effect immediately before the enactment date;
(b) an agreement that is binding on a domestic corporation or eligible entity immediately before the enactment date;
(c) the articles of incorporation or bylaws of a domestic corporation or the organic rules of a domestic eligible entity, in each case in effect immediately before the enactment date; or
(d) an agreement that is binding on any of the shareholders, members, interest holders, directors, or other governors of a domestic corporation or eligible entity, in their official capacities, immediately before the enactment date. For purposes of 35-14-920 and 35-14-930 and this subsection (7), "enactment date" means the earliest date on which the laws of this state authorized a transaction having the effect of a domestication or a conversion, as applicable.
History: En. Sec. 134, Ch. 271, L. 2019.
2023 Montana Code Annotated › Title 35. Corporations, Partnerships, and Associations › Chapter 14. Montana Business Corporation Act › Part 9. Domestication and Conversion › 35-14-902. Excluded transactions

35-14-902. Excluded transactions.
(1) This part may not be used to effect a transaction that:
(a) converts or domesticates a company organized on the mutual principle to one organized on the basis of share ownership;
(b) converts or domesticates banks and trust companies regulated under Title 32, chapter 1;
(c) converts or domesticates building and loan associations regulated under Title 32, chapter 2;
(d) converts or domesticates credit unions regulated under Title 32, chapter 3; or
(e) converts or domesticates insurance companies regulated under Title 33.
(2) The conversion of a domestic corporation to a domestic benefit corporation is governed by Title 35, chapter 1, part 14, and not by this part.
History: En. Sec. 135, Ch. 271, L. 2019.
2023 Montana Code Annotated › Title 35. Corporations, Partnerships, and Associations › Chapter 14. Montana Business Corporation Act › Part 9. Domestication and Conversion › 35-14-903. Required approvals

35-14-903. Required approvals.
If a domestic or foreign corporation or eligible entity may not be a party to a merger without the approval of the attorney general, the state auditor, the department of administration, or the public service commission and the applicable statutes or regulations do not specifically deal with transactions under this part but do require approval by one of those agencies or officials for mergers, a corporation or eligible entity may not be a party to a transaction under this part without the prior approval of that agency or official.
History: En. Sec. 136, Ch. 271, L. 2019.
2023 Montana Code Annotated › Title 35. Corporations, Partnerships, and Associations › Chapter 14. Montana Business Corporation Act › Part 9. Domestication and Conversion › 35-14-904. Relationship to other laws

35-14-904. Relationship to other laws.
A transaction effected under this part does not create or impair a right, duty, or obligation of a person under the laws of this state other than this part relating to a change in control, business combination, control-share acquisition, or a similar transaction involving a domesticating or converting domestic corporation unless the approval of the plan of domestication or conversion is by a vote of the shareholders or the board of directors that would be sufficient to create or impair the right, duty, or obligation directly under that law.
History: En. Sec. 137, Ch. 271, L. 2019.
2023 Montana Code Annotated › Title 35. Corporations, Partnerships, and Associations › Chapter 14. Montana Business Corporation Act › Part 9. Domestication and Conversion › 35-14-920. Domestication

35-14-920. Domestication.
(1) By complying with the provisions of 35-14-920 through 35-14-924 applicable to foreign corporations, a foreign corporation may become a domestic corporation if the domestication is permitted by the organic law of the foreign corporation.
(2) By complying with the provisions of 35-14-920 through 35-14-924, a domestic corporation may become a foreign corporation pursuant to a plan of domestication if the domestication is permitted by the organic law of the foreign corporation.
(3) The plan of domestication must include:
(a) the name of the domesticating corporation;
(b) the name and jurisdiction of formation of the domesticated corporation;
(c) the manner and basis of reclassifying the shares of the domesticating corporation into shares or other securities, obligations, rights to acquire shares or other securities, cash, other property, or any combination;
(d) the proposed articles of incorporation and bylaws of the domesticated corporation; and
(e) the other terms and conditions of the domestication.
(4) In addition to the requirements of subsection (3), a plan of domestication may contain any other provision not prohibited by law.
(5) The terms of a plan of domestication may be made dependent on facts objectively ascertainable outside the plan in accordance with 35-14-120(11).
(6) If a protected agreement of a domestic domesticating corporation in effect immediately before the domestication becomes effective contains a provision applying to a merger of the corporation and the agreement does not refer to a domestication of the corporation, the provision applies to a domestication of the corporation as if the domestication were a merger until the first time the provision is amended after the enactment date.
History: En. Sec. 138, Ch. 271, L. 2019.
2023 Montana Code Annotated › Title 35. Corporations, Partnerships, and Associations › Chapter 14. Montana Business Corporation Act › Part 9. Domestication and Conversion › 35-14-922. Articles of domestication -- effectiveness

35-14-922. Articles of domestication -- effectiveness.
(1) After:
(a) a plan of domestication of a domestic corporation has been adopted and approved as required by this chapter; or
(b) a foreign corporation that is a domesticating corporation has approved a domestication as required under its organic law, articles of domestication must be signed by the domesticating corporation. The articles must set forth:
(i) the name of the domesticating corporation and its jurisdiction of formation;
(ii) the name of the domesticated corporation and its jurisdiction of formation; and
(iii) if the domesticating corporation is:
(A) a domestic corporation, a statement that the plan of domestication was approved in accordance with this part; or
(B) a foreign corporation, a statement that the domestication was approved in accordance with its organic law.
(2) If the domesticated corporation is a domestic corporation, the articles of domestication must have attached articles of incorporation of the domesticated corporation that satisfy the requirements of 35-14-202. Provisions that would not be required to be included in restated articles of incorporation may be omitted from the articles of incorporation attached to the articles of domestication.
(3) The articles of domestication must be delivered to the secretary of state for filing and take effect on the effective date determined in accordance with 35-14-123.
(4) If the domesticated corporation is a domestic corporation, the domestication becomes effective on the date the articles of domestication are effective. If the domesticated corporation is a foreign corporation, the domestication becomes effective on the later of:
(a) the date and time provided by the organic law of the domesticated corporation; or
(b) the date the articles of domestication are effective.
(5) If the domesticating corporation is a foreign corporation that is registered to do business in this state under part 15 of this chapter, its registration statement is canceled automatically when the domestication becomes effective.
History: En. Sec. 140, Ch. 271, L. 2019.
2023 Montana Code Annotated › Title 35. Corporations, Partnerships, and Associations › Chapter 14. Montana Business Corporation Act › Part 9. Domestication and Conversion › 35-14-923. Amendment of plan of domestication -- abandonment

35-14-923. Amendment of plan of domestication -- abandonment.
(1) A plan of domestication of a domestic corporation may be amended:
(a) in the same manner the plan was approved if the plan does not provide for the manner in which it may be amended; or
(b) in the manner provided in the plan, except that a shareholder that was entitled to vote on or consent to approval of the plan is entitled to vote on or consent to any amendment of the plan that will change:
(i) the amount or kind of shares or other securities, obligations, rights to acquire shares or other securities, cash, other property, or any combination to be received by any of the shareholders of the domesticating corporation under the plan;
(ii) the articles of incorporation or bylaws of the domesticated corporation that will be in effect immediately after the domestication becomes effective except changes that do not require approval of the shareholders of the domesticated corporation under its organic law or its proposed articles of incorporation or bylaws as set forth in the plan; or
(iii) any of the other terms or conditions of the plan if the change would adversely affect the shareholder in any material respect.
(2) After a plan of domestication has been adopted and approved by a domestic corporation as required by 35-14-920 through 35-14-924 and before the articles of domestication have become effective, the plan may be abandoned by the corporation without action by its shareholders in accordance with procedures set forth in the plan or, if no procedures are set forth in the plan, in the manner determined by the board of directors.
(3) If a domestication is abandoned after the articles of domestication have been delivered to the secretary of state for filing but before the articles of domestication have become effective, articles of abandonment signed by the domesticating corporation must be delivered to the secretary of state for filing before the articles of domestication become effective. The articles of abandonment take effect on filing, and the domestication is abandoned and does not become effective. The articles of abandonment must contain:
(a) the name of the domesticating corporation;
(b) the date on which the articles of domestication were filed by the secretary of state; and
(c) a statement that the domestication has been abandoned in accordance with this section.
History: En. Sec. 141, Ch. 271, L. 2019.
2023 Montana Code Annotated › Title 35. Corporations, Partnerships, and Associations › Chapter 14. Montana Business Corporation Act › Part 9. Domestication and Conversion › 35-14-930. Conversion

35-14-930. Conversion.
(1) By complying with 35-14-930 through 35-14-935, a domestic corporation may become:
(a) a domestic eligible entity; or
(b) a foreign eligible entity if the conversion is permitted by the organic law of the foreign entity.
(2) By complying with 35-14-930 through 35-14-935 and applicable provisions of its organic law, a domestic eligible entity may become a domestic corporation. If procedures for the approval of a conversion are not provided by the organic law or organic rules of a domestic eligible entity, the conversion must be adopted and approved in the same manner as a merger of that eligible entity. If the organic law or organic rules of a domestic eligible entity do not provide procedures for the approval of either a conversion or a merger, a plan of conversion may nonetheless be adopted and approved by the unanimous consent of all the interest holders of the domestic eligible entity. In either case, the conversion may then be effected as otherwise provided in 35-14-930 through 35-14-935. For purposes of applying 35-14-930 through 35-14-935:
(a) the eligible entity and its members or interest holders, eligible interests, and organic rules taken together are considered a domestic business corporation and its shareholders, shares, and articles of incorporation, respectively and vice versa, as the context may require; and
(b) if the business and affairs of the eligible entity are managed by a person or persons that are not identical to the members or interest holders, the person or persons are considered the board of directors.
(3) By complying with the provisions of 35-14-930 through 35-14-935 applicable to foreign entities, a foreign eligible entity may become a domestic corporation if the organic law of the foreign eligible entity permits it to become a business corporation in another jurisdiction.
(4) If a protected agreement of a domestic converting corporation in effect immediately before the conversion becomes effective contains a provision applying to a merger of the corporation that is a converting entity and the agreement does not refer to a conversion of the corporation, the provision applies to a conversion of the corporation as if the conversion were a merger until the first time the provision is amended after the enactment date.
History: En. Sec. 143, Ch. 271, L. 2019.
2023 Montana Code Annotated › Title 35. Corporations, Partnerships, and Associations › Chapter 14. Montana Business Corporation Act › Part 9. Domestication and Conversion › 35-14-931. Plan of conversion

35-14-931. Plan of conversion.
(1) A domestic corporation may convert to a domestic or foreign eligible entity under 35-14-930 through 35-14-935 by approving a plan of conversion. The plan of conversion must include:
(a) the name of the converting corporation;
(b) the name, jurisdiction of formation, and type of entity of the converted entity;
(c) the manner and basis of converting the shares of the domestic corporation into eligible interests or other securities, obligations, rights to acquire eligible interests or other securities, cash, other property, or any combination;
(d) the other terms and conditions of the conversion; and
(e) the full text that will be in effect immediately after the conversion becomes effective of the organic rules of the converted entity, which must be in writing.
(2) In addition to the requirements of subsection (1), a plan of conversion may contain any other provision not prohibited by law.
(3) The terms of a plan of conversion may be made dependent on facts objectively ascertainable outside the plan in accordance with 35-14-120(11).
History: En. Sec. 144, Ch. 271, L. 2019.
2023 Montana Code Annotated › Title 35. Corporations, Partnerships, and Associations › Chapter 14. Montana Business Corporation Act › Part 9. Domestication and Conversion › 35-14-932. Action on plan of conversion

35-14-932. Action on plan of conversion.
In the case of a conversion of a domestic corporation to a domestic or foreign eligible entity, the plan of conversion must be adopted in the following manner:
(1) The plan of conversion must first be adopted by the board of directors.
(2) (a) The plan of conversion must then be approved by the shareholders. In submitting the plan of conversion to the shareholders for their approval, the board of directors shall recommend that the shareholders approve the plan unless:
(i) the board of directors makes a determination that because of conflicts of interest or other special circumstances it should not make the recommendation; or
(ii) 35-14-826 applies.
(b) If either subsection (2)(a)(i) or (2)(a)(ii) applies, the board of directors shall inform the shareholders of the basis for its determination.
(3) The board of directors may set conditions for approval of the plan of conversion by the shareholders or for the effectiveness of the plan of conversion.
(4) If the approval of the shareholders is to be given at a meeting, the corporation shall notify each shareholder, regardless of whether entitled to vote, of the meeting of shareholders at which the plan of conversion is to be submitted for approval. The notice must state that the purpose or one of the purposes of the meeting is to consider the plan of conversion and must contain or be accompanied by a copy or summary of the plan. The notice must include or be accompanied by a copy of the organic rules of the converted entity, which must be in writing as they will be in effect immediately after the conversion.
(5) Unless the articles of incorporation or the board of directors acting pursuant to subsection (3) requires a greater vote or a lesser vote, approval of the plan of conversion requires the approval of a majority of the votes entitled to be cast on the plan and, if any class or series of shares is entitled to vote as a separate group on the plan, the approval of a majority of the votes entitled to be cast on the plan by that voting group. The articles of incorporation may not provide a lower quorum for a voting group than shares representing a majority of the votes entitled to be cast on the matter by the voting group or a lesser vote for a voting group than is provided for in 35-14-725(3).
(6) If as a result of the conversion one or more shareholders of the converting domestic corporation would become subject to interest holder liability, approval of the plan of conversion must require the signing in connection with the transaction, by each affected shareholder, of a separate written consent to become subject to the interest holder liability.
History: En. Sec. 145, Ch. 271, L. 2019.
2023 Montana Code Annotated › Title 35. Corporations, Partnerships, and Associations › Chapter 14. Montana Business Corporation Act › Part 9. Domestication and Conversion › 35-14-934. Amendment of plan of conversion -- abandonment

35-14-934. Amendment of plan of conversion -- abandonment.
(1) A plan of conversion of a converting entity that is a domestic corporation may be amended:
(a) in the same manner the plan was approved if the plan does not provide for the manner in which it may be amended; or
(b) in the manner provided in the plan, except that shareholders that were entitled to vote on or consent to approval of the plan are entitled to vote on or consent to any amendment of the plan that will change:
(i) the amount or kind of eligible interests or other securities, obligations, rights to acquire eligible interests or other securities, cash, other property, or any combination to be received by any of the shareholders of the converting corporation under the plan;
(ii) the organic rules of the converted entity that will be in effect immediately after the conversion becomes effective except changes that do not require approval of the eligible interest holders of the converted entity under its organic law or organic rules; or
(iii) any other terms or conditions of the plan if the change would adversely affect those shareholders in any material respect.
(2) After a plan of conversion has been approved by a converting entity that is a domestic corporation in the manner required by 35-14-930 through 35-14-935 and before the articles of conversion become effective, the plan may be abandoned by the corporation without action by its shareholders in accordance with any procedures set forth in the plan or, if no procedures are set forth in the plan, in the manner determined by the board of directors.
(3) If a conversion is abandoned after the articles of conversion have been delivered to the secretary of state for filing and before the articles of conversion become effective, articles of abandonment, signed by the converting entity, must be delivered to the secretary of state for filing before the articles of conversion become effective. The articles of abandonment take effect on filing, and the conversion is abandoned and does not become effective. The articles of abandonment must contain:
(a) the name of the converting entity;
(b) the date on which the articles of conversion were filed by the secretary of state; and
(c) a statement that the conversion has been abandoned in accordance with this section.
History: En. Sec. 147, Ch. 271, L. 2019.
2023 Montana Code Annotated › Title 35. Corporations, Partnerships, and Associations › Chapter 14. Montana Business Corporation Act › Part 10. Amendment of Articles of Incorporation and Bylaws › 35-14-1001. Authority to amend

35-14-1001. Authority to amend.
(1) 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 of incorporation as of the effective date of the amendment or to delete a provision that is not required to be contained in the articles of incorporation.
(2) A shareholder of the corporation does not have a vested property right resulting from any provision in the articles of incorporation, including provisions relating to management, control, capital structure, dividend entitlement, or purpose or duration of the corporation.
History: En. Sec. 149, Ch. 271, L. 2019.
2023 Montana Code Annotated › Title 35. Corporations, Partnerships, and Associations › Chapter 14. Montana Business Corporation Act › Part 10. Amendment of Articles of Incorporation and Bylaws › 35-14-1002. Amendment before issuance of shares

35-14-1002. Amendment before issuance of shares.
If a corporation has not yet issued shares, its board of directors, or its incorporators if it has no board of directors, may adopt one or more amendments to the corporation's articles of incorporation.
History: En. Sec. 150, Ch. 271, L. 2019.
2023 Montana Code Annotated › Title 35. Corporations, Partnerships, and Associations › Chapter 14. Montana Business Corporation Act › Part 10. Amendment of Articles of Incorporation and Bylaws › 35-14-1004. Voting on amendments by voting groups

35-14-1004. Voting on amendments by voting groups.
(1) The holders of the outstanding shares of a class are entitled to vote as a separate voting group, if shareholder voting is otherwise required by this chapter, on a proposed amendment to the articles of incorporation if the amendment would:
(a) effect an exchange or reclassification of all or part of the shares of the class into shares of another class;
(b) effect an exchange or reclassification or create the right of exchange of all or part of the shares of another class into shares of the class;
(c) change the rights, preferences, or limitations of all or part of the shares of the class;
(d) change the shares of all or part of the class into a different number of shares of the same class;
(e) create a new class of shares having rights or preferences with respect to distributions that are prior or superior to the shares of the class;
(f) increase the rights, preferences, or number of authorized shares of any class that, after giving effect to the amendment, have rights or preferences with respect to distributions that are prior or superior to the shares of the class;
(g) limit or deny an existing preemptive right of all or part of the shares of the class; or
(h) cancel or otherwise affect rights to distributions that have accumulated but have not yet been authorized on all or part of the shares of the class.
(2) If a proposed amendment would affect a series of a class of shares in one or more of the ways described in subsection (1), the holders of shares of that series are entitled to vote as a separate voting group on the proposed amendment.
(3) If a proposed amendment that entitles the holders of two or more classes or series of shares to vote as separate voting groups under this section would affect those two or more classes or series in the same or a substantially similar way, the holders of shares of all the classes or series so affected shall vote together as a single voting group on the proposed amendment unless otherwise provided in the articles of incorporation or added as a condition by the board of directors pursuant to 35-14-1003(3).
(4) A class or series of shares is entitled to the voting rights granted by this section even if the articles of incorporation provide that the shares are nonvoting shares.
History: En. Sec. 152, Ch. 271, L. 2019.
2023 Montana Code Annotated › Title 35. Corporations, Partnerships, and Associations › Chapter 14. Montana Business Corporation Act › Part 10. Amendment of Articles of Incorporation and Bylaws › 35-14-1005. Amendment by board of directors

35-14-1005. Amendment by board of directors.
Unless the articles of incorporation provide otherwise, a corporation's board of directors may adopt amendments to the corporation's articles of incorporation without shareholder approval:
(1) to extend the duration of the corporation if it was incorporated at a time when limited duration was required by law;
(2) to delete the names and addresses of the initial directors;
(3) to delete the name and address of the initial registered agent or registered office if a statement of change is on file with the secretary of state;
(4) if the corporation has only one class of shares outstanding:
(a) to change each issued and unissued authorized share of the class into a greater number of whole shares of that class; or
(b) to increase the number of authorized shares of the class to the extent necessary to permit the issuance of shares as a share dividend;
(5) 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 for the name;
(6) to reflect a reduction in authorized shares as a result of the operation of 35-14-631(2) when the corporation has acquired its own shares and the articles of incorporation prohibit the reissue of the acquired shares;
(7) to delete a class of shares from the articles of incorporation as a result of the operation of 35-14-631(2) when there are no remaining shares of the class because the corporation has acquired all shares of the class and the articles of incorporation prohibit the reissue of the acquired shares; or
(8) to make any change expressly permitted by 35-14-602(1) or (2) to be made without shareholder approval.
History: En. Sec. 153, Ch. 271, L. 2019.
2023 Montana Code Annotated › Title 35. Corporations, Partnerships, and Associations › Chapter 14. Montana Business Corporation Act › Part 10. Amendment of Articles of Incorporation and Bylaws › 35-14-1006. Articles of amendment

35-14-1006. Articles of amendment.
(1) After an amendment to the articles of incorporation has been adopted and approved in the manner required by this chapter and by the articles of incorporation, the corporation shall deliver to the secretary of state for filing articles of amendment, which must set forth:
(a) the name of the corporation;
(b) the text of each amendment adopted or the information required by 35-14-120(11)(e);
(c) if an amendment provides for an exchange, reclassification, or cancellation of issued shares, provisions for implementing the amendment if not contained in the amendment itself, which may be made dependent on facts objectively ascertainable outside the articles of amendment in accordance with 35-14-120(11)(e);
(d) the date of each amendment's adoption; and
(e) if an amendment:
(i) was adopted by the incorporators or board of directors without shareholder approval, a statement that the amendment was duly adopted by the incorporators or by the board of directors and that shareholder approval was not required;
(ii) required approval by the shareholders, a statement that the amendment was duly approved by the shareholders in the manner required by this chapter and by the articles of incorporation; or
(iii) is being filed pursuant to 35-14-120(11)(e), a statement to that effect.
(2) Articles of amendment take effect on the effective date determined in accordance with 35-14-123.
History: En. Sec. 154, Ch. 271, L. 2019.
2023 Montana Code Annotated › Title 35. Corporations, Partnerships, and Associations › Chapter 14. Montana Business Corporation Act › Part 10. Amendment of Articles of Incorporation and Bylaws › 35-14-1007. Restated articles of incorporation

35-14-1007. Restated articles of incorporation.
(1) A corporation's board of directors may restate its articles of incorporation at any time, without shareholder approval, to consolidate all amendments into a single document.
(2) If the restated articles include one or more new amendments that require shareholder approval, the amendments must be adopted and approved as provided in 35-14-1003.
(3) A corporation that restates its articles of incorporation shall deliver to the secretary of state for filing articles of restatement setting forth:
(a) the name of the corporation;
(b) the text of the restated articles of incorporation;
(c) a statement that the restated articles consolidate all amendments into a single document; and
(d) if a new amendment is included in the restated articles, the statements required under 35-14-1006 with respect to the new amendment.
(4) Duly adopted restated articles of incorporation supersede the original articles of incorporation and all amendments to the articles of incorporation.
(5) The secretary of state may certify restated articles of incorporation as the articles of incorporation currently in effect without including the statements required by subsection (3)(d).
History: En. Sec. 155, Ch. 271, L. 2019.
2023 Montana Code Annotated › Title 35. Corporations, Partnerships, and Associations › Chapter 14. Montana Business Corporation Act › Part 10. Amendment of Articles of Incorporation and Bylaws › 35-14-1008. Amendment pursuant to reorganization

35-14-1008. Amendment pursuant to reorganization.
(1) A corporation's articles of incorporation may be amended without action by the board of directors or shareholders to carry out a plan of reorganization ordered or decreed by a court of competent jurisdiction under the authority of a law of the United States.
(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. 156, Ch. 271, L. 2019.
2023 Montana Code Annotated › Title 35. Corporations, Partnerships, and Associations › Chapter 14. Montana Business Corporation Act › Part 10. Amendment of Articles of Incorporation and Bylaws › 35-14-1009. Effect of amendment

35-14-1009. Effect of amendment.
(1) An amendment to the 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, or the existing rights of persons other than the shareholders. An amendment changing a corporation's name does not affect a proceeding brought by or against the corporation in its former name.
(2) A shareholder who becomes subject to new interest holder liability with respect to the corporation as a result of an amendment to the articles of incorporation has that new interest holder liability only with respect to interest holder liabilities that arise after the amendment becomes effective.
(3) Except as otherwise provided in the articles of incorporation of the corporation, the interest holder liability of a shareholder who had interest holder liability with respect to the corporation before the amendment becomes effective and has new interest holder liability after the amendment becomes effective is as follows:
(a) The amendment does not discharge that prior interest holder liability with respect to any interest holder liabilities that arose before the amendment becomes effective.
(b) The provisions of the articles of incorporation of the corporation relating to interest holder liability in effect immediately prior to the amendment continue to apply to the collection or discharge of any interest holder liabilities preserved by subsection (3)(a) as if the amendment had not occurred.
(c) The shareholder has the rights of contribution from other persons that are provided by the articles of incorporation relating to interest holder liability in effect immediately prior to the amendment with respect to any interest holder liabilities preserved by subsection (3)(a) as if the amendment had not occurred.
(d) The shareholder does not, by reason of the prior interest holder liability, have interest holder liability with respect to any interest holder liabilities that arise after the amendment becomes effective.
History: En. Sec. 157, Ch. 271, L. 2019.
2023 Montana Code Annotated › Title 35. Corporations, Partnerships, and Associations › Chapter 14. Montana Business Corporation Act › Part 10. Amendment of Articles of Incorporation and Bylaws › 35-14-1020. Authority to amend

35-14-1020. Authority to amend.
(1) A corporation's shareholders may amend or repeal the corporation's bylaws.
(2) A corporation's board of directors may amend or repeal the corporation's bylaws unless:
(a) the articles of incorporation, 35-14-1021, or, if applicable, 35-14-1022 reserves that power exclusively to the shareholders in whole or part; or
(b) except as provided in 35-14-206(4), the shareholders in amending, repealing, or adopting a bylaw expressly provide that the board of directors may not amend, repeal, or adopt that bylaw.
(3) A shareholder of the corporation does not have a vested property right resulting from any provision in the bylaws.
History: En. Sec. 158, Ch. 271, L. 2019.
2023 Montana Code Annotated › Title 35. Corporations, Partnerships, and Associations › Chapter 14. Montana Business Corporation Act › Part 10. Amendment of Articles of Incorporation and Bylaws › 35-14-1021. Bylaw increasing quorum or voting requirement for directors

35-14-1021. Bylaw increasing quorum or voting requirement for directors.
(1) A bylaw that increases a quorum or voting requirement for the board of directors or that requires a meeting of shareholders to be held at a place may be amended or repealed:
(a) if originally adopted by the shareholders, only by the shareholders unless the bylaw provides otherwise; or
(b) if adopted by the board of directors, either by the shareholders or by the board of directors.
(2) A bylaw adopted or amended by the shareholders that increases a quorum or voting requirement for the board of directors may provide that it can be amended or repealed only by a specified vote of either the shareholders or the board of directors.
(3) Action by the board of directors under subsection (1) to amend or repeal a bylaw that changes a quorum or voting requirement for the board of directors must meet the same quorum requirement and be adopted by the same vote required to take action under the quorum and voting requirement then in effect or proposed to be adopted, whichever is greater.
History: En. Sec. 159, Ch. 271, L. 2019; amd. Sec. 8, Ch. 34, L. 2021.
2023 Montana Code Annotated › Title 35. Corporations, Partnerships, and Associations › Chapter 14. Montana Business Corporation Act › Part 10. Amendment of Articles of Incorporation and Bylaws › 35-14-1022. Bylaw provisions relating to election of directors

35-14-1022. Bylaw provisions relating to election of directors.
(1) Unless the articles of incorporation specifically prohibit the adoption of a bylaw pursuant to this section, alter the vote specified in 35-14-728(1), or provide for cumulative voting, a corporation may elect in its bylaws to be governed in the election of directors as follows:
(a) each vote entitled to be cast may be voted for or against up to that number of candidates that is equal to the number of directors to be elected or a shareholder may indicate an abstention, but without cumulating the votes;
(b) to be elected, a nominee must have received a plurality of the votes cast by holders of shares entitled to vote in the election at a meeting at which a quorum is present, provided that a nominee who is elected but receives more votes against than for election shall serve as a director for a term that terminates on the date that is the earlier of:
(i) 90 days from the date on which the voting results are determined pursuant to 35-14-729(2)(e); or
(ii) the date on which an individual is selected by the board of directors to fill the office held by the director, which constitutes the filling of a vacancy by the board to which 35-14-810 applies. Subject to subsection (1)(c) of this section, a nominee who is elected but receives more votes against than for election may not serve as a director beyond the 90-day period referenced in subsection (1)(b)(i).
(iii) the board of directors may select any qualified individual to fill the office held by a director who received more votes against than for election.
(2) Subsection (1) does not apply to an election of directors by a voting group if:
(a) at the expiration of the time fixed under a provision requiring advance notification of director candidates; or
(b) absent such a provision, at a time fixed by the board of directors that is not more than 14 days before notice is given of the meeting at which the election is to occur, there are more candidates for election by the voting group than the number of directors to be elected, one or more of whom are properly proposed by shareholders. An individual may not be considered a candidate for purposes of this subsection (2)(b) if the board of directors determines before the notice of meeting is given that the individual's candidacy does not create a bona fide election contest.
(3) A bylaw electing to be governed by this section may be repealed:
(a) if originally adopted by the shareholders, only by the shareholders unless the bylaw provides otherwise;
(b) if adopted by the board of directors, by the board of directors or the shareholders.
History: En. Sec. 160, Ch. 271, L. 2019.
2023 Montana Code Annotated › Title 35. Corporations, Partnerships, and Associations › Chapter 14. Montana Business Corporation Act › Part 11. Mergers and Share Exchanges › 35-14-1101. Definitions -- mergers and share exchanges

35-14-1101. Definitions -- mergers and share exchanges.
As used in this part, the following definitions apply:
(1) "Acquired entity" means the domestic or foreign corporation or eligible entity that will have all of one or more classes or series of its shares or eligible interests acquired in a share exchange.
(2) "Acquiring entity" means the domestic or foreign corporation or eligible entity that will acquire all of one or more classes or series of shares or eligible interests of the acquired entity in a share exchange.
(3) "New interest holder liability" means interest holder liability of a person resulting from a merger or share exchange that is:
(a) with respect to an entity that is different from the entity in which the person held shares or eligible interests immediately before the merger or share exchange became effective; or
(b) with respect to the same entity as the one in which the person held shares or eligible interests immediately before the merger or share exchange became effective if:
(i) the person did not have interest holder liability immediately before the merger or share exchange became effective; or
(ii) the person had interest holder liability immediately before the merger or share exchange became effective, the terms and conditions of which were changed when the merger or share exchange became effective.
(4) "Party to a merger" means any domestic or foreign corporation or eligible entity that will merge under a plan of merger but does not include a survivor created by the merger.
(5) "Survivor" in a merger means the domestic or foreign corporation or eligible entity into which one or more other corporations or eligible entities are merged.
History: En. Sec. 161, Ch. 271, L. 2019.
2023 Montana Code Annotated › Title 35. Corporations, Partnerships, and Associations › Chapter 14. Montana Business Corporation Act › Part 11. Mergers and Share Exchanges › 35-14-1105. Merger between parent and subsidiary or between subsidiaries

35-14-1105. Merger between parent and subsidiary or between subsidiaries.
(1) A domestic or foreign parent entity that owns shares of a domestic corporation that carry at least 90% of the voting power of each class and series of the outstanding shares of the subsidiary that has voting power may:
(a) merge the subsidiary into itself if it is a domestic or foreign corporation or eligible entity or into another domestic or foreign corporation or eligible entity in which the parent entity owns at least 90% of the voting power of each class and series of the outstanding shares or eligible interests that have voting power; or
(b) merge itself if it is a domestic or foreign corporation or eligible entity into the subsidiary, in either case without the approval of the board of directors or shareholders of the subsidiary, unless the articles of incorporation or organic rules of the parent entity or the articles of incorporation of the subsidiary corporation provide otherwise. Section 35-14-1104(9) applies to a merger under this section. The articles of merger relating to a merger under this section do not need to be signed by the subsidiary.
(2) A parent entity shall, within 10 days after the effective date of a merger approved under subsection (1), notify each of the subsidiary's shareholders that the merger has become effective. The notice must include:
(a) a copy of the plan of merger; or
(b) a summary of the plan of merger and a statement that the plan of merger is on file in the office of the surviving entity, the address of the surviving entity, and a statement that a copy of the plan of merger will be furnished, upon request and at no cost, to any shareholder of any party to the merger.
(3) Except as provided in subsections (1) and (2), a merger between a parent entity and a domestic subsidiary corporation is governed by the provisions of this part applicable to mergers generally.
History: En. Sec. 165, Ch. 271, L. 2019.