Montana Code 35-2-231. Class voting by members on amendments
35-2-231. Class voting by members on amendments. (1) The members of a class in a public benefit corporation are entitled to vote as a class on a proposed amendment to the bylaws if the amendment would change the rights of that class as to voting in a manner different from the manner in which the amendment would affect another class or members of another class.
Terms Used In Montana Code 35-2-231
- 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
- Bylaws: means the code, codes, or rules, other than the articles, adopted pursuant to this chapter for the regulation or management of the affairs of the corporation, regardless of the name or names by which the code, codes, or rules are designated. See Montana Code 35-2-114
- Class: refers to a group of memberships that have the same rights with respect to voting, dissolution, redemption, and transfer. 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
- Religious corporation: means a domestic corporation designated as a religious corporation. See Montana Code 35-2-114
- voting: includes but is not limited to the giving of consent in the form of a record provided electronically or by written ballot and written consent. See Montana Code 35-2-114
- Voting power: means the total number of votes entitled to be cast for the election of directors at the time the determination of voting power is made. See Montana Code 35-2-114
(2)Members of a class in a mutual benefit corporation are entitled to vote as a class on a proposed amendment to the bylaws if the amendment would:
(a)affect the rights, privileges, preferences, restrictions, or conditions of that class as to voting, dissolution, redemption, or transfer of memberships in a manner different from the manner in which the amendment would affect another class;
(b)change the rights, privileges, preferences, restrictions, or conditions of that class as to voting, dissolution, redemption, or transfer by changing the rights, privileges, preferences, restrictions, or conditions of another class;
(c)increase or decrease the number of memberships authorized for that class;
(d)increase the number of memberships authorized for another class;
(e)cause an exchange, reclassification, or termination of all or part of the memberships of that class; or
(f)authorize a new class of memberships.
(3)The members of a class of a religious corporation are entitled to vote as a class on a proposed amendment to the bylaws only if a class vote is provided for in the articles or bylaws.
(4)If a class is to be divided into two or more classes as a result of an amendment to the bylaws, the amendment must be approved by the members of each class that would be created by the amendment.
(5)If a class vote is required to approve an amendment to the bylaws, the amendment must be approved by the members of the class by two-thirds of the votes cast by the class or a majority of the voting power of the class, whichever is less.
(6)A class of members is entitled to the voting rights granted by this section although the articles and bylaws provide that the class may not vote on the proposed amendment.