Montana Code 35-2-226. Restated articles of incorporation
35-2-226. Restated articles of incorporation. (1) A corporation‘s board of directors may restate its articles of incorporation at any time, with or without approval by members or any other person.
Terms Used In Montana Code 35-2-226
- Amendment: A proposal to alter the text of a pending bill or other measure by striking out some of it, by inserting new language, or both. Before an amendment becomes part of the measure, thelegislature must agree to it.
- Approved by the members: means approved and ratified by the affirmative vote:
(a)of a majority of the votes represented and voting:
(i)at a meeting at which a quorum is present and the affirmative votes constitute a majority of the required quorum;
(ii)by a written ballot or written consent in conformity with this chapter; or
(iii)by the affirmative vote, written ballot, or written consent of the majority; and
(b)that includes the votes of all the members of any class, unit, or grouping that may be required by the articles, bylaws, or this chapter for any specified member action. See Montana Code 35-2-114
- articles: include amended and restated articles of incorporation and articles of merger. See Montana Code 35-2-114
- board of directors: means the board of directors except that a person or group of persons is not the board of directors because of powers delegated to that person or group pursuant to 35-2-414. See Montana Code 35-2-114
- Corporation: A legal entity owned by the holders of shares of stock that have been issued, and that can own, receive, and transfer property, and carry on business in its own name.
- Corporation: means a public benefit corporation, mutual benefit corporation, or religious corporation. See Montana Code 35-2-114
- filing: means filed in the office of the secretary of state. See Montana Code 35-2-114
- in writing: means :
(a)with respect to internal communications, any record in tangible or electronic form or any form allowed under Title 30, chapter 18, part 1; and
(b)with respect to external communications, tangible records or any form authorized by the external party. See Montana Code 35-2-114
- Member: means , without regard to what a person is called in the articles or bylaws, a person or persons who, on more than one occasion and pursuant to a provision of a corporation's articles or bylaws, have the right to vote for the election of a director or directors. See Montana Code 35-2-114
- Membership: refers to the rights and obligations a member or members have pursuant to a corporation's articles, bylaws, and this chapter. See Montana Code 35-2-114
- Notice: means that term as described in 35-2-115. See Montana Code 35-2-114
- Person: includes any individual or entity. See Montana Code 35-2-114
- Secretary: means the corporate officer to whom the board of directors has delegated responsibility under 35-2-439(2) for custody of the minutes of the directors' and members' meetings and for authenticating the records of the corporation. See Montana Code 35-2-114
- State: when applied to the different parts of the United States, includes the District of Columbia and the territories. See Montana Code 1-1-201
(2)The restatement may include one or more amendments to the articles. If the restatement includes an amendment requiring approval by the members or any other person, it must be adopted as provided in 35-2-223.
(3)If the restatement includes an amendment requiring approval by members, the board shall submit the restatement to the members for their approval.
(4)If the board seeks to have the restatement approved by the members at a membership meeting, the corporation shall notify each of its members of the proposed membership meeting in writing in accordance with 35-2-530. The notice must also state that the purpose or one of the purposes of the meeting is to consider the proposed restatement and must contain or be accompanied by a copy or summary of the restatement that identifies any amendments or other change that the restatement would make in the articles.
(5)If the board seeks to have the restatement approved by the members by written ballot or written consent, the material soliciting the approval must contain or be accompanied by a copy or summary of the restatement that identifies any amendments or other change it would make in the articles.
(6)A restatement requiring approval by the members must be approved by the same vote as an amendment to articles under 35-2-223.
(7)If the restatement includes an amendment that requires approval pursuant to 35-2-232, the board shall submit the restatement for this approval.
(8)A corporation that restates its articles shall deliver to the secretary of state, for filing, articles of restatement setting forth the name of the corporation and the text of the restated articles of incorporation, together with a certificate setting forth a statement of whether the restated articles were approved by the board, the members, or any other person and:
(a)if the restatement contains an amendment to the articles requiring approval by the members, the information required by 35-2-225;
(b)if the restatement contains an amendment to the articles requiring approval by a person whose approval is required pursuant to 35-2-232, a statement that the approval was obtained; and
(c)if the restatement has an amendment that does not require member approval, a statement as to who approved the amendment, whether approval was made by the board or any other person.
(9)Adopted restated articles of incorporation supersede the original articles of incorporation and all amendments to them.
(10)The secretary of state may certify restated articles of incorporation as the articles of incorporation currently in effect without including the certificate information required by subsection (8).