reglab/statecodes huggingface dataset:
2023 Montana Code Annotated › Title 35. Corporations, Partnerships, and Associations › Chapter 15. Cooperative Associations › Part 3. Shareholders, Directors, and Officers › 35-15-303. Stockholder voting by mail

35-15-303. Stockholder voting by mail.
At any regularly called general or special meeting of the stockholders of cooperative associations, a written vote received by mail from any absent stockholder and signed by the stockholder may be read in the meeting and must be equivalent to a vote of each of the signing stockholders, provided the stockholder has been previously notified in writing of the exact motion or resolution upon which the vote is taken and a copy of the motion or resolution is forwarded with and attached to the mailed vote.
History: En. Sec. 1, Ch. 83, L. 1915; re-en. Sec. 6386, R.C.M. 1921; re-en. Sec. 6386, R.C.M. 1935; R.C.M. 1947, 14-212; amd. Sec. 1319, Ch. 56, L. 2009.
2023 Montana Code Annotated › Title 35. Corporations, Partnerships, and Associations › Chapter 15. Cooperative Associations › Part 3. Shareholders, Directors, and Officers › 35-15-304. Directors and officers

35-15-304. Directors and officers.
(1) Directors of associations organized under this chapter shall be elected by the stockholders and hold their office for such period of time as shall be provided in the bylaws.
(2) The board of directors, who shall exercise the corporate powers invested in such association, shall consist of not less than three as fixed by the bylaws of the association.
(3) The officers of the association shall be a president, vice-president, secretary, and treasurer, and such others as may be designated by the bylaws to be elected by the stockholders or by the board of directors, as provided by the bylaws.
(4) Only stockholders shall be elected directors, and only directors shall be elected president or vice-president. The offices of secretary and treasurer may be combined and the combined office designated as secretary-treasurer.
(5) The bylaws may provide that the territory in which the association has stockholders shall be divided into districts and that the directors shall be elected according to such districts, in which case the bylaws may specify the number of directors to be elected by each district and the manner and method of reapportioning the directors and of redistricting the territory covered by the association. The bylaws may provide that primary elections be held in each district by the stockholders residing therein to elect the directors apportioned to such districts with the result of all such primary elections to be ratified by the stockholders at the next regular meeting of the association.
History: (1)En. Sec. 872, Civ. C. 1895; re-en. Sec. 4212, Rev. C. 1907; re-en. Sec. 6377, R.C.M. 1921; re-en. Sec. 6377, R.C.M. 1935; amd. Sec. 2, Ch. 273, L. 1955; amd. Sec. 1, Ch. 342, L. 1973; Sec. 14-203, R.C.M. 1947; (2) thru (5)En. Sec. 875, Civ. C. 1895; re-en. Sec. 4215, Rev. C. 1907; re-en. Sec. 6380, R.C.M. 1921; re-en. Sec. 6380, R.C.M. 1935; amd. Sec. 4, Ch. 273, L. 1955; Sec. 14-206, R.C.M. 1947; R.C.M. 1947, 14-203(part), 14-206(part).
2023 Montana Code Annotated › Title 35. Corporations, Partnerships, and Associations › Chapter 15. Cooperative Associations › Part 3. Shareholders, Directors, and Officers › 35-15-305. Filing required to have benefit of certain provisions

35-15-305. Filing required to have benefit of certain provisions.
All cooperative corporations, companies, or associations organized before March 5, 1915, and doing business under prior statutes or which have attempted to so organize and do business shall have the benefit of 35-15-303, 35-15-411, and 35-15-412 and be bound thereby on filing with the secretary of state a written declaration, executed by the president and secretary, to the effect that said cooperative company or association has by a majority vote of its stockholders decided to accept the benefits of and to be bound by such provisions.
History: En. Sec. 4, Ch. 83, L. 1915; re-en. Sec. 6389, R.C.M. 1921; re-en. Sec. 6389, R.C.M. 1935; R.C.M. 1947, 14-215(part); amd. Sec. 34, Ch. 174, L. 1983.
2023 Montana Code Annotated › Title 35. Corporations, Partnerships, and Associations › Chapter 15. Cooperative Associations › Part 4. Shares, Dividends, and Distributions › 35-15-401. Classes of stock

35-15-401. Classes of stock.
(1) The purchase price of the shares of stock must be set by the cooperative association and may be made payable in installments.
(2) A cooperative association may divide its shares of stock into preferred and common stock. The holders of preferred stock may not have voting power and may not participate in the management and affairs of the association. The owners of preferred stock shall share in the profits of the association to the extent determined by the cooperative association. The common stock may be divided into classes of different values, and the owners of the common stock shall share in the profits of the association as determined by the cooperative association. However, the owners of common stock in the different classes have the same power and voting rights in the association.
History: En. Sec. 876, Civ. C. 1895; re-en. Sec. 4216, Rev. C. 1907; amd. Sec. 1, Ch. 3, L. 1909; re-en. Sec. 6381, R.C.M. 1921; amd. Sec. 2, Ch. 135, L. 1933; re-en. Sec. 6381, R.C.M. 1935; R.C.M. 1947, 14-207(part); amd. Sec. 7, Ch. 109, L. 2001.
2023 Montana Code Annotated › Title 35. Corporations, Partnerships, and Associations › Chapter 15. Cooperative Associations › Part 4. Shares, Dividends, and Distributions › 35-15-402. Forfeiture of stock for nonpayment -- reissuance

35-15-402. Forfeiture of stock for nonpayment -- reissuance.
Forfeiture of the stock for nonpayment of installments may be provided for in the bylaws, and whenever a share of stock is forfeited, such share shall become the property of the association and may be reissued to any person already a holder of common stock; but any proceeds received by the association from such reissue, over and above the amount due on said share, shall be paid to the delinquent shareholder.
History: En. Sec. 876, Civ. C. 1895; re-en. Sec. 4216, Rev. C. 1907; amd. Sec. 1, Ch. 3, L. 1909; re-en. Sec. 6381, R.C.M. 1921; amd. Sec. 2, Ch. 135, L. 1933; re-en. Sec. 6381, R.C.M. 1935; R.C.M. 1947, 14-207(part).
2023 Montana Code Annotated › Title 35. Corporations, Partnerships, and Associations › Chapter 15. Cooperative Associations › Part 4. Shares, Dividends, and Distributions › 35-15-403. Assignment of stock

35-15-403. Assignment of stock.
An assignment of stock may not be made to any person who already owns stock, except by the consent of the board of directors, but stock may be assigned to the association at any time with the consent of the directors. On a question a stockholder may not have more than one vote. Every assignment of stock on which there remains any portion unpaid must be recorded in the books of the association, and each stockholder is jointly and severally liable with the association for the debts of the association to the extent of the amount that is unpaid upon the share held by the stockholder. An assignor may not be released from the indebtedness by reason of any assignment of the assignor's share but remains jointly liable with the assignee.
History: En. Sec. 877, Civ. C. 1895; re-en. Sec. 4217, Rev. C. 1907; re-en. Sec. 6382, R.C.M. 1921; re-en. Sec. 6382, R.C.M. 1935; amd. Sec. 5, Ch. 273, L. 1955; R.C.M. 1947, 14-208; amd. Sec. 1320, Ch. 56, L. 2009.
2023 Montana Code Annotated › Title 35. Corporations, Partnerships, and Associations › Chapter 15. Cooperative Associations › Part 4. Shares, Dividends, and Distributions › 35-15-404. Share exempt from attachment and execution -- sale upon death of member

35-15-404. Share exempt from attachment and execution -- sale upon death of member.
(1) The share, not exceeding the par value of $500, of each member is exempt from seizure on attachment or sale under execution.
(2) Upon a member's death, the share must be sold by the association and the proceeds, after deducting all liabilities to the association, must be delivered to the deceased member's heirs.
History: En. Sec. 878, Civ. C. 1895; re-en. Sec. 4218, Rev. C. 1907; amd. Sec. 2, Ch. 3, L. 1909; re-en. Sec. 6383, R.C.M. 1921; re-en. Sec. 6383, R.C.M. 1935; R.C.M. 1947, 14-209; amd. Sec. 1321, Ch. 56, L. 2009.
2023 Montana Code Annotated › Title 35. Corporations, Partnerships, and Associations › Chapter 15. Cooperative Associations › Part 4. Shares, Dividends, and Distributions › 35-15-411. Disposal of earnings -- dividends -- reserve fund -- educational fund

35-15-411. Disposal of earnings -- dividends -- reserve fund -- educational fund.
The directors of a cooperative association, subject to revision by the stockholders at a general or special meeting, may apportion the earnings of the association by first paying dividends on the paid-up capital stock, not exceeding 8% a year; from the remaining funds, if any, accessible for dividend purposes, not less than 5% of the net profits for a reserve fund until an amount has accumulated in the reserve fund amounting to 30% of the paid-up capital stock; and from the balance, if any, 5% for an educational fund to be used for teaching cooperation; and the remaining profits, if any, by uniform dividends on the amount of purchases of patrons and on the wages and for salaries of employees, the amount of uniform dividends on the amount of their purchases, which may be credited to the account of patrons on account of capital stock of the association; but in production associations such as creameries, canneries, elevators, factories, and the like, dividends must be on raw material delivered instead of on goods purchased. In case the association is both a selling and a productive concern, the dividends may be on both raw material delivered and on goods purchased by patrons.
History: En. Sec. 2, Ch. 83, L. 1915; re-en. Sec. 6387, R.C.M. 1921; amd. Sec. 3, Ch. 135, L. 1933; re-en. Sec. 6387, R.C.M. 1935; R.C.M. 1947, 14-213; amd. Sec. 5, Ch. 277, L. 2023.
2023 Montana Code Annotated › Title 35. Corporations, Partnerships, and Associations › Chapter 15. Cooperative Associations › Part 4. Shares, Dividends, and Distributions › 35-15-412. When distribution of profits and earnings to be made -- dissolution for failure to pay dividend for five years

35-15-412. When distribution of profits and earnings to be made -- dissolution for failure to pay dividend for five years.
(1) The profits or net earnings of such associations shall be distributed to those entitled thereto at such times as the bylaws shall prescribe, which shall be as often as once in 12 months.
(2) If such associations for 5 consecutive years shall fail to declare a dividend upon the shares of its paid-up capital, the holders of the majority of the par value of the issued and outstanding capital stock, by petition setting forth such fact, may apply to the district court of the county wherein is situated its principal place of business in this state for its dissolution. If upon hearing the allegations of the petition are found to be true, the court may adjudge a dissolution of the association.
History: En. Sec. 3, Ch. 83, L. 1915; re-en. Sec. 6388, R.C.M. 1921; re-en. Sec. 6388, R.C.M. 1935; R.C.M. 1947, 14-214.
2023 Montana Code Annotated › Title 35. Corporations, Partnerships, and Associations › Chapter 15. Cooperative Associations › Part 5. Merger, Consolidation, and Sale of Assets › 35-15-501. Merger or consolidation authorized

35-15-501. Merger or consolidation authorized.
It shall be lawful for two or more cooperative associations formed or which may be hereafter formed under the laws of the state of Montana to merge or consolidate with each other or with one or more associations incorporated under the laws of another state or states 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. Sec. 1, Ch. 140, L. 1917; re-en. Sec. 6390, R.C.M. 1921; re-en. Sec. 6390, R.C.M. 1935; amd. Sec. 2, Ch. 342, L. 1973; R.C.M. 1947, 14-216(part).
2023 Montana Code Annotated › Title 35. Corporations, Partnerships, and Associations › Chapter 15. Cooperative Associations › Part 5. Merger, Consolidation, and Sale of Assets › 35-15-502. Plan for merger or consolidation

35-15-502. Plan for 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. Sec. 1, Ch. 140, L. 1917; re-en. Sec. 6390, R.C.M. 1921; re-en. Sec. 6390, R.C.M. 1935; amd. Sec. 2, Ch. 342, L. 1973; R.C.M. 1947, 14-216(1).
2023 Montana Code Annotated › Title 35. Corporations, Partnerships, and Associations › Chapter 15. Cooperative Associations › Part 5. Merger, Consolidation, and Sale of Assets › 35-15-503. Meeting to consider plan -- notice

35-15-503. Meeting to consider plan -- notice.
(1) Notice of the proposed plan and, in the case of consolidation, of the proposed new articles must be mailed or sent by electronic means to each stockholder of the associations to be affected by the proposed plan or the proposed new articles.
(2) The notice must advise the stockholders of each association of the time and place each association shall meet, at which time the proposal must be considered and voted on by each association. The meetings must be held not less than 30 or more than 60 days after the mailing of notice. The plan must be considered adopted if a quorum is present and two-thirds of those voting vote in its favor.
History: En. Sec. 1, Ch. 140, L. 1917; re-en. Sec. 6390, R.C.M. 1921; re-en. Sec. 6390, R.C.M. 1935; amd. Sec. 2, Ch. 342, L. 1973; R.C.M. 1947, 14-216(2), (3); amd. Sec. 6, Ch. 277, L. 2023.
2023 Montana Code Annotated › Title 35. Corporations, Partnerships, and Associations › Chapter 15. Cooperative Associations › Part 5. Merger, Consolidation, and Sale of Assets › 35-15-504. Filing of documents of merger or consolidation -- effective date

35-15-504. 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 shall become 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 shall become effective upon full compliance with the laws of the state in which its principal office is located. If there is a merger, the articles and bylaws of the surviving association are amended to the extent provided in the documents setting forth the plan of merger.
History: En. Sec. 1, Ch. 140, L. 1917; re-en. Sec. 6390, R.C.M. 1921; re-en. Sec. 6390, R.C.M. 1935; amd. Sec. 2, Ch. 342, L. 1973; R.C.M. 1947, 14-216(4); amd. Sec. 35, Ch. 174, L. 1983.
2023 Montana Code Annotated › Title 35. Corporations, Partnerships, and Associations › Chapter 15. Cooperative Associations › Part 5. Merger, Consolidation, and Sale of Assets › 35-15-505. Effect of merger or consolidation -- rights and obligations -- rights of creditors not impaired

35-15-505. Effect of merger or consolidation -- rights and obligations -- rights of creditors not impaired.
(1) After the effective date, the associations that are parties to the plan become a single association. In the case of a merger, the surviving association is that association designated in the plan. 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 the title caused by the merger or consolidation. The right of any creditor may not be impaired by the merger or consolidation without the creditor's consent.
(3) This part may not be construed to impair the obligation of any contract to which any of the constituents was a party at the date of consolidation.
History: (1), (2)En. Sec. 1, Ch. 140, L. 1917; re-en. Sec. 6390, R.C.M. 1921; re-en. Sec. 6390, R.C.M. 1935; amd. Sec. 2, Ch. 342, L. 1973; Sec. 14-216, R.C.M. 1947; (3)En. Sec. 4, Ch. 140, L. 1917; re-en. Sec. 6393, R.C.M. 1921; re-en. Sec. 6393, R.C.M. 1935; Sec. 14-219, R.C.M. 1947; R.C.M. 1947, 14-216(6), 14-219; amd. Sec. 1322, Ch. 56, L. 2009.
2023 Montana Code Annotated › Title 35. Corporations, Partnerships, and Associations › Chapter 15. Cooperative Associations › Part 5. Merger, Consolidation, and Sale of Assets › 35-15-506. Sale or disposition of assets

35-15-506. 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 entitled to vote thereon voting at the meeting.
History: En. Sec. 1, Ch. 140, L. 1917; re-en. Sec. 6390, R.C.M. 1921; re-en. Sec. 6390, R.C.M. 1935; amd. Sec. 2, Ch. 342, L. 1973; R.C.M. 1947, 14-216(5).
2023 Montana Code Annotated › Title 35. Corporations, Partnerships, and Associations › Chapter 15. Cooperative Associations › Part 5. Merger, Consolidation, and Sale of Assets › 35-15-507. Statute of limitations

35-15-507. 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 date of filing same.
History: En. Sec. 1, Ch. 140, L. 1917; re-en. Sec. 6390, R.C.M. 1921; re-en. Sec. 6390, R.C.M. 1935; amd. Sec. 2, Ch. 342, L. 1973; R.C.M. 1947, 14-216(7).
2023 Montana Code Annotated › Title 35. Corporations, Partnerships, and Associations › Chapter 16. Agricultural Associations › Part 1. General › 35-16-101. Applicability of general corporate law

35-16-101. Applicability of general corporate law.
Except as otherwise herein specifically provided, corporations or districts organized under the provisions hereof shall be governed and controlled by the laws relative to corporations generally.
History: En. Sec. 12, Art. 3, Ch. 152, L. 1921; re-en. Sec. 6425, R.C.M. 1921; re-en. Sec. 6425, R.C.M. 1935; R.C.M. 1947, 14-329.
2023 Montana Code Annotated › Title 35. Corporations, Partnerships, and Associations › Chapter 16. Agricultural Associations › Part 1. General › 35-16-102. Errors in land description or names not to affect proceedings or jurisdiction of court

35-16-102. Errors in land description or names not to affect proceedings or jurisdiction of court.
Mere error or omission in the description of any lands or in the names of any of the holders of title or evidence of title to lands shall not operate to render invalid any proceedings hereunder or to deprive the district court of the subject matter unless such error or omission shall cause substantial injury.
History: En. Sec. 10, Art. 3, Ch. 152, L. 1921; re-en. Sec. 6423, R.C.M. 1921; re-en. Sec. 6423, R.C.M. 1935; R.C.M. 1947, 14-327.
2023 Montana Code Annotated › Title 35. Corporations, Partnerships, and Associations › Chapter 16. Agricultural Associations › Part 1. General › 35-16-103. Order of district court final -- appeal

35-16-103. Order of district court final -- appeal.
Whenever under the provisions hereof any application is permitted to be made to the district court or appeal allowed thereto, the action of the district court upon such application or appeal shall be final unless appealed from in accordance with Title 25 within 60 days from and after the date of the entry of the order or judgment.
History: En. Sec. 11, Art. 3, Ch. 152, L. 1921; re-en. Sec. 6424, R.C.M. 1921; re-en. Sec. 6424, R.C.M. 1935; R.C.M. 1947, 14-328.
2023 Montana Code Annotated › Title 35. Corporations, Partnerships, and Associations › Chapter 16. Agricultural Associations › Part 2. Formation › 35-16-201. Who may incorporate -- purposes of incorporation

35-16-201. Who may incorporate -- purposes of incorporation.
At any time after March 5, 1921, any 10 or more holders of title or evidence of title to agricultural, horticultural, or farm lands in this state of an aggregate value of not less than $75,000 who may desire to form a company or district for the purpose of promoting or improving the production, processing, storing, warehousing, or marketing of any or all agricultural, horticultural, or farm or dairying products of the respective petitioners therefor may incorporate themselves into an agricultural corporation or cooperative agricultural district.
History: En. Sec. 1, Art. 1, Ch. 152, L. 1921; re-en. Sec. 6397, R.C.M. 1921; re-en. Sec. 6397, R.C.M. 1935; R.C.M. 1947, 14-301.
2023 Montana Code Annotated › Title 35. Corporations, Partnerships, and Associations › Chapter 16. Agricultural Associations › Part 2. Formation › 35-16-202. Petition for incorporation -- contents and filing -- bond

35-16-202. Petition for incorporation -- contents and filing -- bond.
(1) The persons desiring to incorporate shall prepare, sign, acknowledge, and file a petition with the clerk of the district court of the county in which the lands or the greater portion of the lands included in the petition are situate, the petition to state:
(a) the name of the corporation or district proposed to be formed;
(b) the purpose for which it is to be formed;
(c) the place where its principal business is to be transacted;
(d) the number of its directors or trustees, which may not be less than three, and the names and residences of those who are selected for the first 3 months and until their successors are elected and qualified. The directors or trustees must at all times be resident freeholders in the state of Montana.
(e) the names and addresses of the petitioners applying for the incorporation or district, with a description of the lands that each owns and that are proposed to be submitted to the corporation or district and the character of the lands and their production, as well as a consent of the owners to submit the lands to the provisions of this section;
(f) the assessed valuation of the land;
(g) the term for which it is to exist, not exceeding 40 years;
(h) if shares, acres, production, or other evidences of membership are to be used, the basis for issuing them in either value, acreage, or production.
(2) In addition to provisions required in subsection (1), the petition for incorporation may also contain provisions not inconsistent with law regarding liability as set forth in 35-14-202.
(3) The petition must be accompanied by a map giving location of the lands sought to be included in the corporation or district, but nothing in this subsection may be construed as requiring the lands to be contiguous.
(4) A bond in the sum of $1,000 to be approved by the clerk, conditioned for the payment of all costs incurred in the creation of the corporation or district, must be filed with the petition.
History: En. Sec. 2, Art. 1, Ch. 152, L. 1921; re-en. Sec. 6398, R.C.M. 1921; re-en. Sec. 6398, R.C.M. 1935; R.C.M. 1947, 14-302; amd. Sec. 4, Ch. 559, L. 1987; amd. Sec. 208, Ch. 368, L. 1991; amd. Sec. 263, Ch. 271, L. 2019.
2023 Montana Code Annotated › Title 35. Corporations, Partnerships, and Associations › Chapter 16. Agricultural Associations › Part 2. Formation › 35-16-203. Notice of hearing of petition

35-16-203. Notice of hearing of petition.
Upon the filing of such petition, the clerk of the district court wherein the same shall be filed shall set the same for hearing before said court at a time not less than 10 or more than 20 days from the date of filing such petition and shall cause notice of such setting to be mailed or delivered to each of the persons purporting to be signers thereon not less than 10 days before such hearing and post it in three public places in said county.
History: En. Sec. 3, Art. 1, Ch. 152, L. 1921; re-en. Sec. 6399, R.C.M. 1921; re-en. Sec. 6399, R.C.M. 1935; R.C.M. 1947, 14-303.
2023 Montana Code Annotated › Title 35. Corporations, Partnerships, and Associations › Chapter 16. Agricultural Associations › Part 2. Formation › 35-16-204. Hearing of petition -- findings of court -- issuance of certificate of incorporation -- effect of issuance

35-16-204. Hearing of petition -- findings of court -- issuance of certificate of incorporation -- effect of issuance.
(1) At the time specified in the notice of hearing, a district judge of the state of Montana shall in open court hear said petition and the evidence offered in support thereof and determine whether or not the requirements of this chapter have been complied with. If upon such hearing or adjournments thereof as the court may order, the court does find that the petition substantially complies with the requirements of this chapter and is true in all particulars, the court shall so find and in open court shall enter upon its minutes and upon said petition or attach thereto its findings and order to the effect that said petition complies with the requirements of this chapter and is true and correct in all particulars as therein set forth and its statements are supported by proper proof and that such corporation or district is entitled to be created and become a body corporate.
(2) A duly certified copy of which petition, with the court's order or any endorsements thereon, shall be filed with the secretary of state of the state of Montana who shall upon such filing issue a certificate of incorporation under the seal of the state of Montana. Duly certified copies of the petition, with the court's order or endorsements thereon, shall also be filed with the county clerk and recorder of each county in which said corporation or district shall thereafter own or hold property or have property-holding memberships.
(3) Upon the issuance of such certificate, every corporation or district organized hereunder is a quasi-public corporation for the promotion of public welfare, with all of the powers and authority of bodies corporate under the corporation laws of the state of Montana.
History: En. Sec. 4, Art. 1, Ch. 152, L. 1921; re-en. Sec. 6400, R.C.M. 1921; re-en. Sec. 6400, R.C.M. 1935; R.C.M. 1947, 14-304.
2023 Montana Code Annotated › Title 35. Corporations, Partnerships, and Associations › Chapter 16. Agricultural Associations › Part 2. Formation › 35-16-205. First meeting -- notice

35-16-205. First meeting -- notice.
Within 30 days after the issuance of a certificate of incorporation, the persons named and designated in the petition to be directors or trustees for the first 3 months shall cause a written notice to be mailed or delivered to each and every signer of the petition of a proposed first meeting of said corporation or district for the purpose of adopting a common seal, adopting bylaws, and providing for the issuance of stock or other evidences of membership of the members thereof and for the transaction of such other business as may properly come before a meeting of the stockholders or members of a corporation or district formed for the purposes named in the petition.
History: En. Sec. 5, Art. 1, Ch. 152, L. 1921; re-en. Sec. 6401, R.C.M. 1921; re-en. Sec. 6401, R.C.M. 1935; R.C.M. 1947, 14-305.
2023 Montana Code Annotated › Title 35. Corporations, Partnerships, and Associations › Chapter 16. Agricultural Associations › Part 2. Formation › 35-16-206. Bylaws to be adopted at first meeting

35-16-206. Bylaws to be adopted at first meeting.
Every corporation or district formed under this chapter must, by majority action at its organization meeting after incorporation, adopt a code of bylaws for its government, not inconsistent with the constitution and laws of this state.
History: En. Sec. 1, Art. 2, Ch. 152, L. 1921; re-en. Sec. 6406, R.C.M. 1921; re-en. Sec. 6406, R.C.M. 1935; R.C.M. 1947, 14-310.
2023 Montana Code Annotated › Title 35. Corporations, Partnerships, and Associations › Chapter 16. Agricultural Associations › Part 2. Formation › 35-16-207. Bylaws -- contents

35-16-207. Bylaws -- contents.
The bylaws, where no other provision is specially made, may provide for:
(1) the time, place, and manner of calling and conducting meetings of stockholders or members;
(2) the number of stockholders or members or quantity of units of membership in acres, lands, or production, as shall constitute a quorum;
(3) the mode of voting at stockholder's meetings and the method of voting by proxy, provided that the same shall not be inconsistent with any of the provisions hereof or the laws of this state;
(4) the number of directors of the corporation or district and the time of the annual election of directors and the mode and manner of giving notice thereof;
(5) the officers, the manner of their election, their duties, and tenure;
(6) the directors having the power to sell, lease, mortgage, hypothecate, or otherwise dispose of the corporate assets of the corporation or district or any part thereof, as distinguished from membership lands;
(7) the manner of creating subdivisions or subdistricts, by geographical location or otherwise, for local groups or subdivisions of the corporation or district, as may promote the objects of the corporation or district generally or the welfare of the membership in the particular subdivision or subdistrict; and may provide for local boards of directors or executive committees representing the board of directors to manage the affairs of the subdivision or subdistrict thus created, subject to the direction and approval of the board of directors of the corporation or district.
History: En. Sec. 2, Art. 2, Ch. 152, L. 1921; re-en. Sec. 6407, R.C.M. 1921; re-en. Sec. 6407, R.C.M. 1935; R.C.M. 1947, 14-311.
2023 Montana Code Annotated › Title 35. Corporations, Partnerships, and Associations › Chapter 16. Agricultural Associations › Part 2. Formation › 35-16-208. Bylaws -- recording and amendment

35-16-208. Bylaws -- recording and amendment.
(1) The bylaws and all amendments and additions thereto shall be recorded.
(2) The bylaws may be repealed or amended or new bylaws may be adopted at the annual meeting or at any other meeting of the members called for that purpose by the directors, by a vote representing two-thirds of the stock or other evidences of membership or by two-thirds of the members. The written assent of the holders of two-thirds of the stock or other evidences of membership or of two-thirds of the members is effective to repeal or amend a bylaw or to adopt additional bylaws. The power to repeal and amend the bylaws and to adopt new bylaws may, by a similar vote at any such meeting or by similar written assent, be delegated to the board of directors or trustees. That power, when delegated, may be revoked by a similar vote at any such meeting of the members.
History: En. Sec. 3, Art. 2, Ch. 152, L. 1921; re-en. Sec. 6408, R.C.M. 1921; re-en. Sec. 6408, R.C.M. 1935; amd. Sec. 8, Ch. 62, L. 1977; R.C.M. 1947, 14-312.
2023 Montana Code Annotated › Title 35. Corporations, Partnerships, and Associations › Chapter 16. Agricultural Associations › Part 2. Formation › 35-16-209. Creation of subdivisions or subdistricts

35-16-209. Creation of subdivisions or subdistricts.
Any corporation or district organized under the provisions hereof shall have the power to create subdivisions or subdistricts of said corporation or district, by geographical or other location, as shall best subserve the purposes of the corporation or district or the welfare of the membership of the corporation or district residing in the proposed subdivision or subdistrict, provided any property owned or acquired by the subdivision or subdistrict thus created shall at all times be the property of the corporation or district and its members and membership lands subject to the objects, purposes, and liabilities of the corporation or district, as herein provided.
History: En. Sec. 8, Art. 1, Ch. 152, L. 1921; re-en. Sec. 6404, R.C.M. 1921; re-en. Sec. 6404, R.C.M. 1935; R.C.M. 1947, 14-308.
2023 Montana Code Annotated › Title 35. Corporations, Partnerships, and Associations › Chapter 16. Agricultural Associations › Part 2. Formation › 35-16-210. Existing associations -- reorganization under chapter

35-16-210. Existing associations -- reorganization under chapter.
(1) Any cooperative or other corporation, association, society, or group of individuals on or before March 5, 1921, associated together for purposes and objects similar to those contemplated by the provisions of this chapter desiring to come within the provisions of this chapter may, by resolution of their board of directors, direct written notice to be given to each stockholder or member of their corporation or group of individuals of the proposal to organize a corporation or district under the provisions of this chapter and request 10 or more of their members qualified as provided in this chapter to prepare and file, in the county that they select to make their principal place of business, a petition in accordance with the provisions of 35-16-202. If after petitioning not less than two-thirds of the stockholders or members of the cooperative or other corporation, association, society, or group of individuals either file with the corporation or district their written consent to the reorganization or petition to become members, in accordance with the provisions of this chapter, or both, the board of directors or other governing board of the existing cooperative or other corporation, association, society, or group of individuals must be authorized to, through proper officers, transfer to the new corporation or district, when organized, their corporate assets, real, personal, and mixed.
(2) Any stockholder or member of any cooperative or other corporation or society reorganized under the provisions of this section, consenting to the reorganization but not including lands in the reorganized corporation or district, is entitled to a certificate or shares of stock or other evidence of membership in the reorganized corporation or district of the par value equal to the value of the stockholder's or member's certificate or shares of stock or membership right in the previous existing cooperative or other corporation or society's assets at the time of the reorganization and is to this extent a stockholder or member. However, any stockholder or member of the corporation or group of individuals that are reorganizing may not be considered as increasing the stock of the new corporation so as to require consent of a majority of its members or stockholders to their admission.
History: En. Sec. 8, Art. 3, Ch. 152, L. 1921; re-en. Sec. 6421, R.C.M. 1921; re-en. Sec. 6421, R.C.M. 1935; R.C.M. 1947, 14-325; amd. Sec. 1323, Ch. 56, L. 2009.
2023 Montana Code Annotated › Title 35. Corporations, Partnerships, and Associations › Chapter 16. Agricultural Associations › Part 2. Formation › 35-16-211. Stockholders dissenting from reorganization of existing association -- appraisal remedy

35-16-211. Stockholders dissenting from reorganization of existing association -- appraisal remedy.
If any stockholder or member of an existing cooperative or other corporation, association, society, or group of individuals declines to consent to the transfer or refuses to become a member of the new organization, the stockholder or member shall, within 30 days after receiving written notice of the transfer of assets to the new corporation or district, serve upon the officers of the newly created corporation or district and file in the district court of the county of its principal place of business a petition praying for the net value of the stockholder's or member's equity in the cooperative or other corporation, association, society, or group of individuals in its assets, determined and valued as of the date when the property was transferred by the directors or executive officers to the new corporation or district. Upon a failure to, within the time and in the manner specified in this section, file a claim for appraisal and settlement, it is barred.
History: En. Sec. 9, Art. 3, Ch. 152. L. 1921; re-en. Sec. 6422, R.C.M. 1921; re-en. Sec. 6422, R.C.M. 1935; R.C.M. 1947, 14-326; amd. Sec. 1324, Ch. 56, L. 2009.
2023 Montana Code Annotated › Title 35. Corporations, Partnerships, and Associations › Chapter 16. Agricultural Associations › Part 2. Formation › 35-16-212. Association operating two or more enterprises in different parts of state -- control by delegates

35-16-212. Association operating two or more enterprises in different parts of state -- control by delegates.
(1) An agricultural association or company, either cooperative stock or nonprofit nonstock, existing on July 1, 1921, or organized under the laws of Montana after that date may own and operate two or more cooperative enterprises in different parts of the state and may exercise and possess the following powers by providing in their articles of incorporation or in their bylaws that:
(a) all powers of the association members or stockholders must be exercised by duly elected delegates at any meeting of delegates that may be called. They shall elect officers and transact business in the same manner that the association members or stockholders are empowered to do. The officers and board of directors that the delegates may elect must be known as "general officers" or "general board of directors".
(b) stockholders or members of the cooperative stock or nonprofit nonstock agricultural associations or companies must be grouped into locals in the districts that the general board of directors may from time to time direct;
(c) each local, with territorial limits as determined by the general board of directors, shall elect from among its stockholders or members one delegate and one alternate to represent the local at any meeting of the association or company. The delegate and alternate shall serve for 1 year. The alternate shall serve as delegate at all meetings where the delegate may not be in attendance.
(d) each delegate may have only one vote, regardless of the number of stockholders or members that the delegate represents.
(2) Nothing in this section limits the powers of the board of directors of any corporation.
History: En. Sec. 1, Ch. 93, L. 1921; re-en. Sec. 6426, R.C.M. 1921; re-en. Sec. 6426, R.C.M. 1935; R.C.M. 1947, 14-330; amd. Sec. 11, Ch. 202, L. 1979; amd. Sec. 1325, Ch. 56, L. 2009.
2023 Montana Code Annotated › Title 35. Corporations, Partnerships, and Associations › Chapter 16. Agricultural Associations › Part 3. Members and Directors › 35-16-301. Members and membership lands

35-16-301. Members and membership lands.
The members of a corporation or district organized hereunder shall be called "members". The lands included by such members shall be called "membership lands".
History: En. Sec. 9, Art. 1, Ch. 152, L. 1921; re-en. Sec. 6405, R.C.M. 1921; re-en. Sec. 6405, R.C.M. 1935; R.C.M. 1947, 14-309.
2023 Montana Code Annotated › Title 35. Corporations, Partnerships, and Associations › Chapter 16. Agricultural Associations › Part 3. Members and Directors › 35-16-302. Procedure for receiving other members

35-16-302. Procedure for receiving other members.
(1) Whenever any corporation or district has been formed under the provisions of this chapter, it is authorized and directed to permit other holders of title or evidence of title of similar or like agricultural, horticultural, or farm land within this state to become members, upon the holder of title or evidence of title, in manner and form that may be required by the laws of Montana and the rules of the corporation or district or its bylaws, applying for membership to the officers of the corporation or district by written application, duly acknowledged:
(a) containing a full, true, and correct description of the land owned by the applicant and proposed to be contained in the corporation or district;
(b) containing a statement of the applicant's desire to become a member and the applicant's consent to submit the applicant's land to the provisions of this chapter and to the administration of the corporation or district and its bylaws and to its objects and purposes; and
(c) accompanied by a map of the land owned by the applicant and proposed to be submitted to the corporation or district, its objects and purposes.
(2) If the application is in proper form and the applicant is the holder of title or evidence of title to the land described and the uses of the land as represented in the petition are similar to the uses of land already included in the corporation or district, a full, true, and correct copy of the application must be made and filed in the office of principal place of business of the corporation or district and the original application must be filed and recorded in the office of the county clerk and recorder of the county in which the land or the greater portion of the land is located. Upon filing, the applicant is entitled to evidence of temporary membership, in shares or units of membership, in a similar manner as the original members and the land described in the petition must be construed to be a part of the corporation or district to all intents and purposes as though originally incorporated in the corporation or district. Upon the consent of a majority of the members or stockholders given in the annual meeting or at a special meeting called as provided by law for that purpose, the new member or stockholder is entitled to full membership in the corporation or district.
History: En. Sec. 6, Art. 1, Ch. 152, L. 1921; re-en. Sec. 6402, R.C.M. 1921; re-en. Sec. 6402, R.C.M. 1935; R.C.M. 1947, 14-306; amd. Sec. 1326, Ch. 56, L. 2009.
2023 Montana Code Annotated › Title 35. Corporations, Partnerships, and Associations › Chapter 16. Agricultural Associations › Part 3. Members and Directors › 35-16-303. Withdrawal of membership land -- procedure

35-16-303. Withdrawal of membership land -- procedure.
(1) A person who holds title or evidence of title to membership land included in a corporation or district organized under the provisions of this chapter and who desires to withdraw the person's land from the corporation or district may do so upon:
(a) presenting to the board of directors a verified petition stating that the person is the holder of title or evidence of title to membership land included in the corporation or district, particularly describing the land with a map or plat, that the person wishes to withdraw from the corporation or district; and
(b) tendering to the board the pro rata amount of liability of the person's land for all of the corporation's lawfully created and existing lien liabilities together with the person's pro rata amount of interest due and to become due upon any liabilities up to the maturity of the liabilities.
(2) If the matters and things set forth in the petition are true and the petitioner deposits with the board the petitioner's pro rata amount of the liabilities or furnishes a receipt for the amount from the mortgage holders or lienholders holding liens against the land, the proper officers of the corporation or district shall make, execute, acknowledge, and deliver a release of the land from the corporation or district and its liabilities.
(3) Upon presentation of the release to the mortgage holder or lienholder claiming a right against the membership land, the mortgage holder or lienholder shall furnish a release, which may be filed and recorded in any county or counties in which the land is located.
(4) The board of directors and corporate assets of the corporation must be responsible to any mortgage holder or lienholder and to the person withdrawing the land for the payment of funds on the debt or liability.
History: En. Sec. 6, Art. 3, Ch. 152, L. 1921; re-en. Sec. 6419, R.C.M. 1921; re-en. Sec. 6419, R.C.M. 1935; R.C.M. 1947, 14-323; amd. Sec. 1327, Ch. 56, L. 2009; amd. Sec. 23, Ch. 19, L. 2011.
2023 Montana Code Annotated › Title 35. Corporations, Partnerships, and Associations › Chapter 16. Agricultural Associations › Part 3. Members and Directors › 35-16-304. Withdrawal -- application to court for order

35-16-304. Withdrawal -- application to court for order.
If the board of directors refuses or fails for a period of 30 days to act upon a petition of withdrawal, the petitioner is entitled to apply to the district court in the county in which the land or the larger proportion of the land is situated for an order of withdrawal, and upon payment to the clerk of the court for the use and benefit of the holders of mortgages or other liens against the corporation or its membership land of the pro rata amount of the petitioner's land's liabilities, the petitioner is entitled to an order of withdrawal and release of the petitioner's land. The filing with the clerk and recorder of a duly certified copy of the order permitting withdrawal operates to release the membership land described in the order from any liens of the corporation under the provisions of this chapter.
History: En. Sec. 7, Art. 3, Ch. 152, L. 1921; re-en. Sec. 6420, R.C.M. 1921; re-en. Sec. 6420, R.C.M. 1935; R.C.M. 1947, 14-324; amd. Sec. 1328, Ch. 56, L. 2009.
2023 Montana Code Annotated › Title 35. Corporations, Partnerships, and Associations › Chapter 16. Agricultural Associations › Part 3. Members and Directors › 35-16-311. Meetings -- voting -- proxies

35-16-311. Meetings -- voting -- proxies.
At the organization meeting or any meeting of the stockholders or members of a corporation or district organized under the provisions of this chapter, each member and each unit of membership in acres, production, or other evidence of membership is entitled to vote in person or by proxy. Corporate action at a meeting must be determined by a majority of the membership and a majority of the acres, production, or units of membership, as may have been adopted. Any group of members of a subdivision or subdistrict of the corporation or district as may be defined and designated by the board of directors or the bylaws shall, at a subdivision or subdistrict meeting called for the purpose, elect a delegate or proxy to represent all of the membership in the subdivision or subdistrict at any organization meeting or meeting of the stockholders or members. If any subdivision or subdistrict fails to elect a delegate, any individual member may give a proxy. However, a person who is not a member of the corporation or district and a resident agricultural or horticultural freeholder in the state of Montana for at least 3 years immediately preceding the meeting is not entitled to act as proxy.
History: En. Sec. 8, Art. 2, Ch. 152, L. 1921; re-en. Sec. 6413, R.C.M. 1921; re-en. Sec. 6413, R.C.M. 1935; R.C.M. 1947, 14-317; amd. Sec. 1329, Ch. 56, L. 2009.
2023 Montana Code Annotated › Title 35. Corporations, Partnerships, and Associations › Chapter 16. Agricultural Associations › Part 3. Members and Directors › 35-16-312. Directors -- election -- term

35-16-312. Directors -- election -- term.
Directors must be elected at the annual meeting and may hold office for the term and in the manner as specified in the bylaws.
History: En. Sec. 6, Art. 2, Ch. 152, L. 1921; re-en. Sec. 6411, R.C.M. 1921; re-en. Sec. 6411, R.C.M. 1935; R.C.M. 1947, 14-315.