reglab/statecodes huggingface dataset:
2023 Montana Code Annotated › Title 35. Corporations, Partnerships, and Associations › Chapter 2. Nonprofit Corporations › Part 2. Formation -- Articles of Incorporation Bylaws -- Amendments › 35-2-233. Amendment terminating members or redeeming or canceling memberships

35-2-233. Amendment terminating members or redeeming or canceling memberships.
(1) Any amendment to the articles or bylaws of a public benefit corporation or mutual benefit corporation that would terminate all members or any class of members or redeem or cancel all memberships or any class of memberships must meet the requirements of this chapter.
(2) Before adopting a resolution proposing an amendment described in subsection (1), the board of a mutual benefit corporation shall give notice of the general nature of the amendment to the members.
(3) After adopting a resolution proposing an amendment described in subsection (1), the notice to members proposing the amendment must include one statement of up to 500 words opposing the proposed amendment if the statement is submitted by any five members or members having 3% or more of the voting power, whichever is less, not later than 20 days after the board has voted to submit the amendment to the members for their approval. In public benefit corporations, the production, mailing, or electronic transaction costs must be paid by the corporation.
(4) Any amendment under this section must be approved by the members by two-thirds of the votes cast by each class.
(5) The provisions of 35-2-520 do not apply to any amendment that meets the requirements of this chapter.
History: En. Sec. 122, Ch. 411, L. 1991; amd. Sec. 4, Ch. 190, L. 2013.
2023 Montana Code Annotated › Title 35. Corporations, Partnerships, and Associations › Chapter 2. Nonprofit Corporations › Part 3. Corporate Name, Registered Office and Agent, and Service of Process › 35-2-301. Repealed

35-2-301. Repealed.
Sec. 174, Ch. 411, L. 1991.
History: En. Sec. 7, Ch. 198, L. 1967; R.C.M. 1947, 15-2307; amd. Sec. 6, Ch. 456, L. 1983.
2023 Montana Code Annotated › Title 35. Corporations, Partnerships, and Associations › Chapter 2. Nonprofit Corporations › Part 3. Corporate Name, Registered Office and Agent, and Service of Process › 35-2-302. Repealed

35-2-302. Repealed.
Sec. 174, Ch. 411, L. 1991.
History: En. Sec. 8, Ch. 198, L. 1967; R.C.M. 1947, 15-2308.
2023 Montana Code Annotated › Title 35. Corporations, Partnerships, and Associations › Chapter 2. Nonprofit Corporations › Part 3. Corporate Name, Registered Office and Agent, and Service of Process › 35-2-303. Repealed

35-2-303. Repealed.
Sec. 174, Ch. 411, L. 1991.
History: En. Sec. 9, Ch. 198, L. 1967; R.C.M. 1947, 15-2309; amd. Sec. 41, Ch. 131, L. 1983.
2023 Montana Code Annotated › Title 35. Corporations, Partnerships, and Associations › Chapter 2. Nonprofit Corporations › Part 3. Corporate Name, Registered Office and Agent, and Service of Process › 35-2-304. Repealed

35-2-304. Repealed.
Sec. 174, Ch. 411, L. 1991.
History: En. Sec. 10, Ch. 198, L. 1967; R.C.M. 1947, 15-2310.
2023 Montana Code Annotated › Title 35. Corporations, Partnerships, and Associations › Chapter 2. Nonprofit Corporations › Part 3. Corporate Name, Registered Office and Agent, and Service of Process › 35-2-305. Corporate name

35-2-305. Corporate name.
(1) (a) corporate name may not contain language stating or implying that the corporation is organized for a purpose other than that permitted by 35-2-117 and its articles of incorporation.
(b) A corporate name may not contain business name identifiers, as defined in 30-13-201, or other language that states or implies that the corporation is an entity other than a nonprofit corporation.
(2) Except as authorized by subsections (3) and (4), a corporate name must be distinguishable in the records of the secretary of state from:
(a) the corporate name of a nonprofit or business corporation incorporated or authorized to do business in this state;
(b) a corporate name reserved or registered under Title 35, chapter 1, 35-2-306, or 35-2-307;
(c) the fictitious name of a foreign business or nonprofit corporation authorized to transact business in this state because its real name is unavailable;
(d) the corporate name of a domestic business or nonprofit corporation that has been dissolved, but only distinguishable for a period of 120 days after the effective date of the dissolution; or
(e) any assumed business name, limited partnership name, limited liability company name, trademark, or service mark registered or reserved with the secretary of state.
(3) A corporation may apply to the secretary of state for authorization to use a name that is not distinguishable in the secretary of state's records from one or more of the names described in subsection (2). The secretary of state shall authorize use of the name applied for if:
(a) the other corporation consents to the use in writing and submits an undertaking in a form satisfactory to the secretary of state to change its name to a name that is distinguishable in the records of the secretary of state from the name of the applying corporation; or
(b) the applicant delivers to the secretary of state a certified copy of a final judgment of a court of competent jurisdiction establishing the applicant's right to use the name applied for in this state.
(4) A corporation may use the name, including the fictitious name, of another domestic or foreign business or nonprofit corporation that is used in this state if the other corporation is incorporated or authorized to do business in this state and the proposed user corporation:
(a) has merged with the other corporation;
(b) has been formed by reorganization of the other corporation; or
(c) has acquired all or substantially all of the assets, including the corporate name, of the other corporation.
(5) This chapter does not control the use of fictitious names.
History: En. Sec. 31, Ch. 411, L. 1991; amd. Sec. 85, Ch. 120, L. 1993; amd. Sec. 4, Ch. 27, L. 2001.
2023 Montana Code Annotated › Title 35. Corporations, Partnerships, and Associations › Chapter 2. Nonprofit Corporations › Part 3. Corporate Name, Registered Office and Agent, and Service of Process › 35-2-306. Reserved name

35-2-306. Reserved name.
(1) A person may reserve the exclusive use of a corporate name, including a fictitious name for a foreign corporation whose corporate name is not available, by delivering an application to the secretary of state for filing. Upon finding that the corporate name applied for is available, the secretary of state shall reserve the name for the applicant's exclusive use for a nonrenewable 120-day period.
(2) The owner of a reserved corporate name may transfer the reservation to another person by delivering to the secretary of state a signed notice of the transfer that states the name and address of the transferee.
History: En. Sec. 32, Ch. 411, L. 1991.
2023 Montana Code Annotated › Title 35. Corporations, Partnerships, and Associations › Chapter 2. Nonprofit Corporations › Part 3. Corporate Name, Registered Office and Agent, and Service of Process › 35-2-307. Registered name of foreign corporation

35-2-307. Registered name of foreign corporation.
(1) A foreign corporation may register its corporate name, or its corporate name with any change required by 35-2-826, if the name is distinguishable in the records of the secretary of state from:
(a) the corporate name of a nonprofit or business corporation incorporated or authorized to do business in this state; and
(b) a corporate name reserved under Title 35, chapter 1, or 35-2-306 or registered under this section.
(2) A foreign corporation shall register its corporate name, or its corporate name with any change required by 35-2-826, by delivering to the secretary of state, for filing, an application setting forth:
(a) its corporate name or its corporate name with any change required by 35-2-826, the state, tribe, or country, the date of its incorporation, and a brief description of the nature of the activities in which it is engaged; and
(b) a statement that the foreign corporation has complied with the organizational laws in the jurisdiction in which it is organized and that the foreign corporation exists in that jurisdiction.
(3) The name is registered for the applicant's exclusive use on the effective date of the application.
(4) A foreign corporation whose registration is effective may renew it for successive years by delivering to the secretary of state, for filing, a renewal application that complies with the requirements of subsection (2). The renewal application must be delivered between October 1 and December 31 of the preceding year. The renewal application renews the registration for the following calendar year.
(5) A foreign corporation whose registration is effective may continue to qualify as a foreign corporation under that name or consent in writing to the use of that name by a corporation later incorporated under this chapter or by another foreign corporation later authorized to transact business in this state. The registration terminates when the foreign corporation is incorporated as a domestic corporation or the foreign corporation qualifies or consents to the qualification of another foreign corporation under the registered name.
History: En. Sec. 33, Ch. 411, L. 1991; amd. Sec. 5, Ch. 42, L. 2015; amd. Sec. 9, Ch. 280, L. 2015.
2023 Montana Code Annotated › Title 35. Corporations, Partnerships, and Associations › Chapter 2. Nonprofit Corporations › Part 3. Corporate Name, Registered Office and Agent, and Service of Process › 35-2-309. Repealed

35-2-309. Repealed.
Secs. 68, 70, Ch. 240, L. 2007.
History: En. Sec. 34, Ch. 411, L. 1991; amd. Sec. 15, Ch. 229, L. 1999.
2023 Montana Code Annotated › Title 35. Corporations, Partnerships, and Associations › Chapter 2. Nonprofit Corporations › Part 3. Corporate Name, Registered Office and Agent, and Service of Process › 35-2-310. Repealed

35-2-310. Repealed.
Secs. 68, 70, Ch. 240, L. 2007.
History: En. Sec. 35, Ch. 411, L. 1991; amd. Sec. 11, Ch. 75, L. 2003.
2023 Montana Code Annotated › Title 35. Corporations, Partnerships, and Associations › Chapter 2. Nonprofit Corporations › Part 3. Corporate Name, Registered Office and Agent, and Service of Process › 35-2-311. Repealed

35-2-311. Repealed.
Secs. 68, 70, Ch. 240, L. 2007.
History: En. Sec. 36, Ch. 411, L. 1991.
2023 Montana Code Annotated › Title 35. Corporations, Partnerships, and Associations › Chapter 2. Nonprofit Corporations › Part 3. Corporate Name, Registered Office and Agent, and Service of Process › 35-2-314. Repealed

35-2-314. Repealed.
Secs. 68, 70, Ch. 240, L. 2007.
History: En. Sec. 37, Ch. 411, L. 1991.
2023 Montana Code Annotated › Title 35. Corporations, Partnerships, and Associations › Chapter 2. Nonprofit Corporations › Part 3. Corporate Name, Registered Office and Agent, and Service of Process › 35-2-315. Repealed

35-2-315. Repealed.
Secs. 68, 70, Ch. 240, L. 2007.
History: En. Sec. 38, Ch. 411, L. 1991.
2023 Montana Code Annotated › Title 35. Corporations, Partnerships, and Associations › Chapter 2. Nonprofit Corporations › Part 4. Directors and Officers -- Indemnification › 35-2-401. Repealed

35-2-401. Repealed.
Sec. 174, Ch. 411, L. 1991.
History: En. Sec. 17, Ch. 198, L. 1967; R.C.M. 1947, 15-2317.
2023 Montana Code Annotated › Title 35. Corporations, Partnerships, and Associations › Chapter 2. Nonprofit Corporations › Part 4. Directors and Officers -- Indemnification › 35-2-402. Repealed

35-2-402. Repealed.
Sec. 174, Ch. 411, L. 1991.
History: En. Sec. 18, Ch. 198, L. 1967; R.C.M. 1947, 15-2318.
2023 Montana Code Annotated › Title 35. Corporations, Partnerships, and Associations › Chapter 2. Nonprofit Corporations › Part 4. Directors and Officers -- Indemnification › 35-2-403. Repealed

35-2-403. Repealed.
Sec. 174, Ch. 411, L. 1991.
History: En. Sec. 22, Ch. 198, L. 1967; R.C.M. 1947, 15-2322.
2023 Montana Code Annotated › Title 35. Corporations, Partnerships, and Associations › Chapter 2. Nonprofit Corporations › Part 4. Directors and Officers -- Indemnification › 35-2-404. Repealed

35-2-404. Repealed.
Sec. 174, Ch. 411, L. 1991.
History: En. Sec. 20, Ch. 198, L. 1967; R.C.M. 1947, 15-2320.
2023 Montana Code Annotated › Title 35. Corporations, Partnerships, and Associations › Chapter 2. Nonprofit Corporations › Part 4. Directors and Officers -- Indemnification › 35-2-405. Repealed

35-2-405. Repealed.
Sec. 174, Ch. 411, L. 1991.
History: En. Sec. 91, Ch. 198, L. 1967; R.C.M. 1947, 15-2391(part).
2023 Montana Code Annotated › Title 35. Corporations, Partnerships, and Associations › Chapter 2. Nonprofit Corporations › Part 4. Directors and Officers -- Indemnification › 35-2-406. Repealed

35-2-406. Repealed.
Sec. 174, Ch. 411, L. 1991.
History: En. Sec. 93, Ch. 198, L. 1967; R.C.M. 1947, 15-2393(part).
2023 Montana Code Annotated › Title 35. Corporations, Partnerships, and Associations › Chapter 2. Nonprofit Corporations › Part 4. Directors and Officers -- Indemnification › 35-2-407. Repealed

35-2-407. Repealed.
Sec. 174, Ch. 411, L. 1991.
History: En. Sec. 21, Ch. 198, L. 1967; R.C.M. 1947, 15-2321.
2023 Montana Code Annotated › Title 35. Corporations, Partnerships, and Associations › Chapter 2. Nonprofit Corporations › Part 4. Directors and Officers -- Indemnification › 35-2-408. Repealed

35-2-408. Repealed.
Sec. 174, Ch. 411, L. 1991.
History: En. Sec. 19, Ch. 198, L. 1967; R.C.M. 1947, 15-2319.
2023 Montana Code Annotated › Title 35. Corporations, Partnerships, and Associations › Chapter 2. Nonprofit Corporations › Part 4. Directors and Officers -- Indemnification › 35-2-409. Repealed

35-2-409. Repealed.
Sec. 174, Ch. 411, L. 1991.
History: En. Sec. 23, Ch. 198, L. 1967; R.C.M. 1947, 15-2323.
2023 Montana Code Annotated › Title 35. Corporations, Partnerships, and Associations › Chapter 2. Nonprofit Corporations › Part 4. Directors and Officers -- Indemnification › 35-2-410. Repealed

35-2-410. Repealed.
Sec. 174, Ch. 411, L. 1991.
History: En. Sec. 24, Ch. 198, L. 1967; R.C.M. 1947, 15-2324.
2023 Montana Code Annotated › Title 35. Corporations, Partnerships, and Associations › Chapter 2. Nonprofit Corporations › Part 4. Directors and Officers -- Indemnification › 35-2-411. Repealed

35-2-411. Repealed.
Sec. 174, Ch. 411, L. 1991.
History: En. Sec. 11, Ch. 198, L. 1967; R.C.M. 1947, 15-2311(part).
2023 Montana Code Annotated › Title 35. Corporations, Partnerships, and Associations › Chapter 2. Nonprofit Corporations › Part 4. Directors and Officers -- Indemnification › 35-2-412. Repealed

35-2-412. Repealed.
Sec. 174, Ch. 411, L. 1991.
History: En. Sec. 27, Ch. 198, L. 1967; R.C.M. 1947, 15-2327.
2023 Montana Code Annotated › Title 35. Corporations, Partnerships, and Associations › Chapter 2. Nonprofit Corporations › Part 4. Directors and Officers -- Indemnification › 35-2-413. Repealed

35-2-413. Repealed.
Sec. 174, Ch. 411, L. 1991.
History: En. Sec. 86, Ch. 198, L. 1967; R.C.M. 1947, 15-2386.
2023 Montana Code Annotated › Title 35. Corporations, Partnerships, and Associations › Chapter 2. Nonprofit Corporations › Part 4. Directors and Officers -- Indemnification › 35-2-414. Requirement for and duties of board

35-2-414. Requirement for and duties of board.
(1) Each corporation must have a board of directors.
(2) Except as provided in this chapter or subsection (3), all corporate powers are exercised by or under the authority of the board, and the affairs of the corporation managed under the direction of its board.
(3) The articles may authorize a person or persons to exercise some or all of the powers that would otherwise be exercised by a board. To the extent authorized, a person authorized under this subsection has the duties and responsibilities of the directors and the directors must be relieved from the duties and responsibilities to that extent.
History: En. Sec. 75, Ch. 411, L. 1991.
2023 Montana Code Annotated › Title 35. Corporations, Partnerships, and Associations › Chapter 2. Nonprofit Corporations › Part 4. Directors and Officers -- Indemnification › 35-2-415. Qualifications and numbers of directors

35-2-415. Qualifications and numbers of directors.
(1) All directors must be individuals. The articles or bylaws may prescribe other qualifications for directors.
(2) A board of directors must consist of three or more individuals, with the number specified in or fixed in accordance with the articles or bylaws.
(3) The number of directors may be increased or decreased, but to not fewer than three, from time to time by amendment to or in the manner prescribed in the articles or bylaws.
History: En. Sec. 76, Ch. 411, L. 1991.
2023 Montana Code Annotated › Title 35. Corporations, Partnerships, and Associations › Chapter 2. Nonprofit Corporations › Part 4. Directors and Officers -- Indemnification › 35-2-416. General standards for directors

35-2-416. General standards for directors.
(1) A director shall discharge the duties as a director, including the director's duties as a member of a committee:
(a) in good faith;
(b) with the care an ordinarily prudent person in a similar position would exercise under similar circumstances; and
(c) in a manner the director reasonably believes to be in the best interests of the corporation.
(2) In discharging the duties, a director is entitled to rely on information, opinions, reports, or statements, including financial statements and other financial data, if prepared or presented by:
(a) one or more officers or employees of the corporation whom the director reasonably believes to be reliable and competent in the matters presented;
(b) attorneys, public accountants, or other persons with regard to matters that the director reasonably believes are within the person's professional or expert competence;
(c) a committee of the board of which the director is not a member, as to matters within its jurisdiction, if the director reasonably believes the committee merits confidence; or
(d) in the case of religious corporations, religious authorities, ministers, priests, rabbis, or other persons whose position or duties in the religious organization the director believes justify reliance and confidence and whom the director believes to be reliable and competent in the matters presented.
(3) A director is not acting in good faith if the director has knowledge concerning the matter in question that makes reliance otherwise permitted by subsection (2) unwarranted.
(4) A director is not liable to the corporation, any member, or any other person for any action taken or not taken as a director if the director acted in compliance with this section.
(5) A director may not be a trustee with respect to the corporation or with respect to any property held or administered by the corporation, including but not limited to property that may be subject to restrictions imposed by the donor or transferor of the property.
(6) This chapter does not modify any limitation of liability of directors provided by Title 27.
History: En. Sec. 91, Ch. 411, L. 1991; amd. Sec. 1279, Ch. 56, L. 2009.
2023 Montana Code Annotated › Title 35. Corporations, Partnerships, and Associations › Chapter 2. Nonprofit Corporations › Part 4. Directors and Officers -- Indemnification › 35-2-417. Election, designation and appointment of directors

35-2-417. Election, designation and appointment of directors.
(1) If the corporation has members, all the directors except the initial directors must be elected at the first annual meeting of members and at each annual meeting thereafter unless the articles or bylaws provide some other time or method of election or provide that some of the directors are appointed by some other person or are designated.
(2) If the corporation does not have members, all the directors except the initial directors must be elected, appointed, or designated as provided in the articles or bylaws. If a method of designation or appointment is not set forth in the articles or bylaws, the directors, other than the initial directors, must be elected by the board.
History: En. Sec. 77, Ch. 411, L. 1991.
2023 Montana Code Annotated › Title 35. Corporations, Partnerships, and Associations › Chapter 2. Nonprofit Corporations › Part 4. Directors and Officers -- Indemnification › 35-2-419. Terms of directors generally -- staggered terms

35-2-419. Terms of directors generally -- staggered terms.
(1) The articles or bylaws must specify the terms of directors. Except for designated or appointed directors, the terms of directors may not exceed 5 years. In the absence of any term specified in the articles or bylaws, the term of each director is 1 year. Directors may be elected for successive terms.
(2) A decrease in the number of directors or term of office does not shorten an incumbent director's term.
(3) Except as provided in the articles or bylaws:
(a) the term of a director filling a vacancy in the office of a director elected by members expires at the next election of directors by members; and
(b) the term of a director filling any other vacancy expires at the end of the unexpired term that the director is filling.
(4) Despite the expiration of a director's term, the director continues to serve until the director's successor is elected, designated, or appointed and qualifies or until there is a decrease in the number of directors.
(5) The articles or bylaws may provide for staggering the terms of directors by dividing the total number of directors into groups. The terms of office of the groups need not be uniform.
History: En. Sec. 78, Ch. 411, L. 1991.
2023 Montana Code Annotated › Title 35. Corporations, Partnerships, and Associations › Chapter 2. Nonprofit Corporations › Part 4. Directors and Officers -- Indemnification › 35-2-420. Resignation of directors

35-2-420. Resignation of directors.
(1) (a) A director may resign at any time by delivering written notice to the board of directors, its presiding officer, the president, or the secretary.
(b) A director may rescind a resignation within 5 business days of resigning unless prohibited by the bylaws of the corporation or the articles of incorporation. The director's recission of a resignation must be in writing and delivered to the members of the board of directors.
(2) A resignation is effective when the notice is effective unless the notice specifies a later effective date or the director rescinds the resignation under subsection (1)(b). If a resignation is made effective at a later date, the board may fill the pending vacancy before the effective date if the board provides that the successor does not take office until the effective date.
History: En. Sec. 79, Ch. 411, L. 1991; amd. Sec. 1, Ch. 339, L. 2023.
2023 Montana Code Annotated › Title 35. Corporations, Partnerships, and Associations › Chapter 2. Nonprofit Corporations › Part 4. Directors and Officers -- Indemnification › 35-2-421. Removal of directors elected by members or directors

35-2-421. Removal of directors elected by members or directors.
(1) The members may remove one or more directors elected by them without cause.
(2) If a director is elected by a class, chapter, or other organizational unit or by region or other geographic grouping, the director may be removed only by the members of that class, chapter, unit, or grouping.
(3) Except as provided in subsection (9), a director may be removed under subsection (1) or (2) only if the number of votes cast to remove the director would be sufficient to elect the director at a meeting to elect directors.
(4) If cumulative voting is authorized, a director may not be removed:
(a) if the number of votes sufficient to elect the director under cumulative voting is voted against the director's removal; or
(b) if the director was elected by a class, chapter, unit, or grouping of members and the number of votes of that class, chapter, unit, or grouping of members sufficient to elect the director under cumulative voting is voted against the director's removal.
(5) A director elected by members may be removed by the members only at a meeting called for the purpose of removing the director. The meeting notice must state that the purpose or one of the purposes of the meeting is removal of the director.
(6) In computing whether a director is protected from removal under subsections (2) through (4), it should be assumed that the votes against removal are cast in an election for the number of directors of the class to which the director to be removed belonged on the date of that director's election.
(7) An entire board of directors may be removed under subsections (1) through (5).
(8) A director elected by the board may be removed without cause by the vote of two-thirds of the directors then in office or by a greater number as is set forth in the articles or bylaws. However, a director elected by the board to fill the vacancy of a director elected by the members may be removed without cause by the members, but not the board.
(9) If, at the beginning of a director's term on the board, the articles or bylaws provide that the director may be removed for missing a specified number of board meetings, the board may remove the director for failing to attend the specified number of meetings. The director may be removed only if a majority of the directors then in office vote for the removal.
(10) The articles or bylaws of a religious corporation may:
(a) limit the application of this section; and
(b) set forth the vote and procedures by which the board or any person may remove with or without cause a director elected by the members of the board.
History: En. Sec. 80, Ch. 411, L. 1991.
2023 Montana Code Annotated › Title 35. Corporations, Partnerships, and Associations › Chapter 2. Nonprofit Corporations › Part 4. Directors and Officers -- Indemnification › 35-2-422. Removal of designated or appointed directors

35-2-422. Removal of designated or appointed directors.
(1) A designated director may be removed by an amendment to the articles or bylaws deleting or changing the designation.
(2) Except as otherwise provided in the articles or bylaws, an appointed director may be removed without cause by the person appointing the director. The person removing the director shall do so by giving written notice of the removal to the director and either the presiding officer of the board or the corporation's president or secretary. The removal of an appointed director is effective when the notice is effective unless the notice specifies a future effective date.
History: En. Sec. 81, Ch. 411, L. 1991.
2023 Montana Code Annotated › Title 35. Corporations, Partnerships, and Associations › Chapter 2. Nonprofit Corporations › Part 4. Directors and Officers -- Indemnification › 35-2-423. Removal of directors by judicial proceeding

35-2-423. Removal of directors by judicial proceeding.
(1) The district court for the judicial district of the county where a corporation's principal office is located or, if the principal office is not located in the state, Lewis and Clark County may remove any director of the corporation from office in a proceeding commenced by the corporation, by its members holding at least 10% of the voting power of any class, or by the attorney general in the case of a public benefit corporation if the court finds that:
(a) (i) the director engaged in fraudulent or dishonest conduct or in gross abuse of authority or discretion with respect to the corporation; or
(ii) a final judgment has been entered finding that the director has violated a duty set forth in 35-2-416, 35-2-418, 35-2-435, or 35-2-436; and
(b) removal is in the best interest of the corporation.
(2) The court that removes a director may bar the director from serving on the board for a period prescribed by the court.
(3) If members or the attorney general commence a proceeding under subsection (1), the corporation must be made a party defendant.
(4) If a public benefit corporation or its members commence a proceeding under subsection (1), they shall give the attorney general written notice of the proceeding.
(5) The articles or bylaws of a religious corporation may limit or prohibit the application of this section.
History: En. Sec. 82, Ch. 411, L. 1991; amd. Sec. 39, Ch. 240, L. 2007.
2023 Montana Code Annotated › Title 35. Corporations, Partnerships, and Associations › Chapter 2. Nonprofit Corporations › Part 4. Directors and Officers -- Indemnification › 35-2-424. Vacancy on board

35-2-424. Vacancy on board.
(1) Unless the articles or bylaws provide otherwise and except as provided in subsections (2) and (3), if a vacancy occurs on a board of directors, including a vacancy resulting from an increase in the number of directors:
(a) (i) the members, if any, may fill the vacancy; or
(ii) if the vacant office was held by a director elected by a class, chapter, organizational unit or by region or other geographic grouping, only members of the class, chapter, unit, or grouping are entitled to vote to fill the vacancy if it is filled by the members;
(b) the board of directors may fill the vacancy; or
(c) if the directors remaining in office constitute fewer than a quorum of the board, they may fill the vacancy by the affirmative vote of a majority of all the directors remaining in office.
(2) Unless the articles or bylaws provide otherwise, if a vacant office was held by an appointed director, only the person who appointed the director may fill the vacancy.
(3) If a vacant office was held by a designated director, the vacancy must be filled as provided in the articles or bylaws. In the absence of an applicable article or bylaw provision, the vacancy may not be filled by the board.
(4) A vacancy that will occur at a specific later date, by reason of a resignation effective at a later date under 35-2-420(2) or otherwise, may be filled before the vacancy occurs. However, the new director may not take office until the vacancy occurs.
History: En. Sec. 83, Ch. 411, L. 1991.
2023 Montana Code Annotated › Title 35. Corporations, Partnerships, and Associations › Chapter 2. Nonprofit Corporations › Part 4. Directors and Officers -- Indemnification › 35-2-425. Compensation of directors

35-2-425. Compensation of directors.
Unless the articles or bylaws provide otherwise, the board of directors may fix the compensation of directors.
History: En. Sec. 84, Ch. 411, L. 1991.
2023 Montana Code Annotated › Title 35. Corporations, Partnerships, and Associations › Chapter 2. Nonprofit Corporations › Part 4. Directors and Officers -- Indemnification › 35-2-427. Regular and special meetings

35-2-427. Regular and special meetings.
(1) If the time and place of a directors' meeting is fixed by the bylaws or the board, the meeting is a regular meeting. All other meetings are special meetings.
(2) A board of directors may hold regular or special meetings in the state or out of the state.
(3) Unless the articles or bylaws provide otherwise, a board may permit any or all directors to participate in a regular or special meeting by or to conduct the meeting through the use of any means of communication by which all directors participating may simultaneously hear each other during the meeting. A director participating in a meeting by this means is considered to be present in person at the meeting.
History: En. Sec. 85, Ch. 411, L. 1991.
2023 Montana Code Annotated › Title 35. Corporations, Partnerships, and Associations › Chapter 2. Nonprofit Corporations › Part 4. Directors and Officers -- Indemnification › 35-2-428. Action without meeting

35-2-428. Action without meeting.
(1) Unless the articles or bylaws provide otherwise, action required or permitted by this chapter to be taken at a board of directors' meeting may be taken without a meeting if the action is taken by all members of the board. The action must be evidenced by one or more written consents describing the action taken, be signed by each director, and be included in the minutes filed with the corporate records reflecting the action taken.
(2) Action taken under this section is effective when the last director signs the consent unless the consent specifies a different effective date.
(3) A consent signed under this section has the effect of a meeting vote and may be described as a vote in any document.
History: En. Sec. 86, Ch. 411, L. 1991.
2023 Montana Code Annotated › Title 35. Corporations, Partnerships, and Associations › Chapter 2. Nonprofit Corporations › Part 4. Directors and Officers -- Indemnification › 35-2-429. Call and notice of meetings

35-2-429. Call and notice of meetings.
(1) Unless the articles or bylaws provide otherwise or unless the provisions of subsection (3) apply, regular meetings of the board may be held without notice.
(2) Unless the articles, bylaws, or subsection (3) provide otherwise, special meetings of the board must be preceded by at least 2 days' notice to each director of the date, time, and place, but not the purpose, of the meeting.
(3) In a corporation without members, any board action to remove a director or to approve a matter that would require approval by the members if the corporation had members is not valid unless each director is given at least 7 days' written notice that the matter will be voted upon at a directors' meeting or unless notice is waived pursuant to 35-2-430.
(4) Unless the articles or bylaws provide otherwise, the presiding officer of the board, the president, or 20% of the directors then in office may call and give notice of a meeting of the board.
History: En. Sec. 87, Ch. 411, L. 1991; amd. Sec. 70, Ch. 51, L. 1999.
2023 Montana Code Annotated › Title 35. Corporations, Partnerships, and Associations › Chapter 2. Nonprofit Corporations › Part 4. Directors and Officers -- Indemnification › 35-2-430. Waiver of notice

35-2-430. Waiver of notice.
(1) A director may at any time waive a notice required by this chapter, the articles, or bylaws. Except as provided in subsection (2), the waiver must be in writing, be signed by the director entitled to the notice, and be filed with the minutes or the corporate records.
(2) A director's attendance at or participation in a meeting waives any required notice of the meeting unless the director, upon arriving at the meeting or prior to the vote on a matter not noticed in conformity with this chapter, the articles, or bylaws, objects to lack of notice and does not vote for or assent to that action.
History: En. Sec. 88, Ch. 411, L. 1991.
2023 Montana Code Annotated › Title 35. Corporations, Partnerships, and Associations › Chapter 2. Nonprofit Corporations › Part 4. Directors and Officers -- Indemnification › 35-2-431. Quorum and voting

35-2-431. Quorum and voting.
(1) Except as otherwise provided in this chapter, the articles, or bylaws, a quorum of a board of directors consists of a majority of the directors in office immediately before a meeting begins. In no event may the articles or bylaws authorize a quorum of fewer than the greater of one-third of the number of directors in office or two directors.
(2) If a quorum is present when a vote is taken, the affirmative vote of a majority of directors present is the act of the board unless this chapter, the articles, or bylaws require the vote of a greater number of directors.
History: En. Sec. 89, Ch. 411, L. 1991.
2023 Montana Code Annotated › Title 35. Corporations, Partnerships, and Associations › Chapter 2. Nonprofit Corporations › Part 4. Directors and Officers -- Indemnification › 35-2-433. Committees of the board

35-2-433. Committees of the board.
(1) Unless prohibited or limited by the articles or bylaws, a board of directors may create one or more committees of the board and appoint members of the board to serve on them. Each committee must have two or more directors who serve at the pleasure of the board.
(2) The creation of a committee and appointment of members to it must be approved by the greater of:
(a) a majority of all the directors in office when the action is taken; or
(b) the number of directors required by the articles or bylaws to take action under 35-2-431.
(3) Sections 35-2-427 through 35-2-431, which govern meetings, action without meetings, notice, waiver of notice, and quorum and voting requirements of the board, apply to committees of the board and their members.
(4) To the extent specified by the board of directors or in the articles or bylaws, each committee of the board may exercise the board's authority under 35-2-414.
(5) A committee of the board may not:
(a) authorize distributions;
(b) approve or recommend to members dissolution, merger, or the sale, pledge, or transfer of all or substantially all of the corporation's assets;
(c) elect, appoint, or remove directors or fill vacancies on the board or on any of its committees; or
(d) adopt, amend, or repeal the articles or bylaws.
(6) The creation of, delegation of authority to, or action by a committee does not by itself constitute compliance by a director with the standards of conduct described in 35-2-416.
History: En. Sec. 90, Ch. 411, L. 1991.
2023 Montana Code Annotated › Title 35. Corporations, Partnerships, and Associations › Chapter 2. Nonprofit Corporations › Part 4. Directors and Officers -- Indemnification › 35-2-435. Loans to or guaranties for directors and officers

35-2-435. Loans to or guaranties for directors and officers.
(1) A corporation may not lend money to or guarantee the obligation of a director or officer of the corporation.
(2) The fact that a loan or guaranty is made in violation of this section does not affect the borrower's liability on the loan.
History: En. Sec. 93, Ch. 411, L. 1991.
2023 Montana Code Annotated › Title 35. Corporations, Partnerships, and Associations › Chapter 2. Nonprofit Corporations › Part 4. Directors and Officers -- Indemnification › 35-2-436. Liability for unlawful distributions

35-2-436. Liability for unlawful distributions.
(1) Unless a director complies with the applicable standards of conduct described in 35-2-416, a director who votes for or assents to a distribution made in violation of this chapter is personally liable to the corporation for the amount of the distribution that exceeds what could have been distributed without violating this chapter.
(2) A director held liable for an unlawful distribution under subsection (1) is entitled to contribution:
(a) from every other director who voted for or assented to the distribution and who did not comply with the applicable standards of conduct described in 35-2-416; and
(b) from each person who received an unlawful distribution for the amount of the distribution whether or not the person receiving the distribution knew it was made in violation of this chapter.
History: En. Sec. 94, Ch. 411, L. 1991.
2023 Montana Code Annotated › Title 35. Corporations, Partnerships, and Associations › Chapter 2. Nonprofit Corporations › Part 4. Directors and Officers -- Indemnification › 35-2-439. Required officers

35-2-439. Required officers.
(1) Unless otherwise provided in the articles or bylaws, a corporation has a president, a secretary, a treasurer, and any other officers appointed by the board.
(2) The bylaws or the board shall delegate to one of the officers responsibility for preparing minutes of the directors' and members' meetings and for authenticating records of the corporation.
(3) A person may simultaneously hold more than one office in a corporation.
History: En. Sec. 95, Ch. 411, L. 1991.
2023 Montana Code Annotated › Title 35. Corporations, Partnerships, and Associations › Chapter 2. Nonprofit Corporations › Part 4. Directors and Officers -- Indemnification › 35-2-440. Duties and authority of officers

35-2-440. Duties and authority of officers.
Each officer has the authority and shall perform the duties set forth in the bylaws or, to the extent consistent with the bylaws, the duties and authority prescribed in a resolution of the board or by direction of an officer authorized by the board to prescribe the duties and authority of other officers.
History: En. Sec. 96, Ch. 411, L. 1991.
2023 Montana Code Annotated › Title 35. Corporations, Partnerships, and Associations › Chapter 2. Nonprofit Corporations › Part 4. Directors and Officers -- Indemnification › 35-2-441. Standards of conduct for officers

35-2-441. Standards of conduct for officers.
(1) An officer with discretionary authority shall discharge the duties under that authority:
(a) in good faith;
(b) with the care an ordinarily prudent person in a similar position would exercise under similar circumstances; and
(c) in a manner the officer reasonably believes to be in the best interests of the corporation and its members, if any.
(2) In discharging the duties, an officer is entitled to rely on information, opinions, reports, or statements, including financial statements and other financial data, if prepared or presented by:
(a) one or more officers or employees of the corporation who the officer reasonably believes to be reliable and competent in the matters presented;
(b) attorneys, public accountants, or other persons as to matters that the officer reasonably believes are within the person's professional or expert competence; or
(c) in the case of religious corporations, religious authorities, ministers, priests, rabbis, or other persons whose position or duties in the religious organization the officer believes justify reliance and confidence and who the officer believes to be reliable and competent in the matters presented.
(3) An officer is not acting in good faith if the officer has knowledge concerning the matter in question that makes reliance otherwise permitted by subsection (2) unwarranted.
(4) An officer is not liable to the corporation, any member, or any other person for an action taken or not taken as an officer if the officer acted in compliance with this section.
(5) This part does not modify any limitation of liability of officers provided by Title 27.
History: En. Sec. 97, Ch. 411, L. 1991; amd. Sec. 1280, Ch. 56, L. 2009.
2023 Montana Code Annotated › Title 35. Corporations, Partnerships, and Associations › Chapter 2. Nonprofit Corporations › Part 4. Directors and Officers -- Indemnification › 35-2-442. Resignation and removal of officers

35-2-442. Resignation and removal of officers.
(1) An officer may resign at any time by delivering notice to the corporation. A resignation is effective when the notice is effective unless the notice specifies a future effective date. If a resignation is made effective at a future date and the corporation accepts the future effective date, its board of directors may fill the pending vacancy before the effective date if the board provides that the successor does not take office until the effective date.
(2) A board may remove any officer at any time, with or without cause.
History: En. Sec. 98, Ch. 411, L. 1991.
2023 Montana Code Annotated › Title 35. Corporations, Partnerships, and Associations › Chapter 2. Nonprofit Corporations › Part 4. Directors and Officers -- Indemnification › 35-2-443. Contract rights of officers

35-2-443. Contract rights of officers.
(1) The appointment of an officer does not of itself create contract rights.
(2) An officer's removal does not affect the officer's contract rights, if any, with the corporation. An officer's resignation does not affect the corporation's contract rights, if any, with the officer.
History: En. Sec. 99, Ch. 411, L. 1991.
2023 Montana Code Annotated › Title 35. Corporations, Partnerships, and Associations › Chapter 2. Nonprofit Corporations › Part 4. Directors and Officers -- Indemnification › 35-2-444. Officers' authority to execute documents

35-2-444. Officers' authority to execute documents.
A contract or other instrument in writing executed or entered into between a corporation and any other person is not invalidated as to the corporation by a lack of authority of the signing officers in the absence of actual knowledge on the part of the other person that the signing officers did not have authority to execute the contract or other instrument if it is signed by:
(1) the presiding officer of the board and the president; or
(2) one person from each of the following:
(a) the presiding officer of the board or the president; and
(b) a vice president, the secretary, treasurer, or executive director.
History: En. Sec. 100, Ch. 411, L. 1991.
2023 Montana Code Annotated › Title 35. Corporations, Partnerships, and Associations › Chapter 2. Nonprofit Corporations › Part 4. Directors and Officers -- Indemnification › 35-2-446. Definitions

35-2-446. Definitions.
As used in 35-2-446 through 35-2-454, the following definitions apply:
(1) "Corporation" includes any domestic or foreign predecessor entity of a corporation in a merger or other transaction in which the predecessor's existence ceased upon consummation of the transaction.
(2) (a) "Director" means an individual who is or was a director of a corporation or an individual who, while a director of a corporation, is or was serving at the corporation's request as a director, officer, partner, trustee, employee, or agent of another foreign or domestic business or nonprofit corporation, partnership, joint venture, trust, employee benefit plan, or other enterprise. A director is considered to be serving an employee benefit plan at the corporation's request if the director's duties to the corporation also impose duties on, or otherwise involve services by, the director to the plan or the participants in or beneficiaries of the plan.
(b) Director includes, unless the context requires otherwise, the estate or personal representative of a director.
(3) "Expenses" include attorney fees.
(4) "Liability" means the obligation to pay a judgment, settlement, penalty, fine, excise tax assessed with respect to an employee benefit plan, or reasonable expenses actually incurred with respect to a proceeding.
(5) (a) "Official capacity" means:
(i) when used with respect to a director, the office of director in a corporation; or
(ii) when used with respect to an individual other than a director, as contemplated in 35-2-452, the office in a corporation held by the officer or the employment or agency relationship undertaken by the employee or agent on behalf of the corporation.
(b) Official capacity does not include service for any other foreign or domestic business or nonprofit corporation or any partnership, joint venture, trust, employee benefit plan, or other enterprise.
(6) "Party" includes an individual who was, is, or is threatened to be made a named defendant or respondent in a proceeding.
(7) "Proceeding" means any threatened, pending, or completed action, suit, or proceeding, whether civil, criminal, administrative, or investigative and whether formal or informal.
History: En. Sec. 101, Ch. 411, L. 1991.
2023 Montana Code Annotated › Title 35. Corporations, Partnerships, and Associations › Chapter 2. Nonprofit Corporations › Part 4. Directors and Officers -- Indemnification › 35-2-447. Authority to indemnify

35-2-447. Authority to indemnify.
(1) Except as provided in subsection (4), an individual made a party to a proceeding because the individual is or was a director may be indemnified against liability incurred in the proceeding if the individual:
(a) engaged in good faith conduct;
(b) reasonably believed:
(i) in the case of conduct in the individual's official capacity with the corporation, that the conduct was in its best interests; and
(ii) in all other cases, that the conduct was at least not opposed to its best interests; and
(c) in the case of any criminal proceeding, had no reasonable cause to believe the conduct was unlawful.
(2) A director's conduct with respect to an employee benefit plan for a purpose the director reasonably believed to be in the interests of the participants in and beneficiaries of the plan is conduct that satisfies the requirements of subsection (1)(b)(ii).
(3) The termination of a proceeding by judgment, order, settlement, or conviction or upon a plea of nolo contendere or its equivalent is not, of itself, a determination that the director did not meet the standard of conduct described in this section.
(4) A corporation may not indemnify a director under this section:
(a) in connection with a proceeding by or in the right of the corporation in which the director was adjudged liable to the corporation; or
(b) in connection with any other proceeding that charges improper personal benefit to the director, whether or not involving action in the director's official capacity, in which the director was adjudged liable on the basis that personal benefit was improperly received by the director.
(5) Indemnification permitted under this section in connection with a proceeding by or in the right of the corporation is limited to reasonable expenses incurred in connection with the proceeding.
History: En. Sec. 102, Ch. 411, L. 1991; amd. Sec. 1281, Ch. 56, L. 2009.